Carl A. Nelson Jr - Dec 1, 2023 Form 4 Insider Report for Worthington Steel, Inc. (WS)

Role
Director
Signature
/s/ Joseph Y. Heuer, as attorney-in-fact for Carl A. Nelson Jr.
Stock symbol
WS
Transactions as of
Dec 1, 2023
Transactions value $
$0
Form type
4
Date filed
12/5/2023, 06:50 PM
Previous filing
Nov 28, 2023
Next filing
Apr 30, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WS Common Shares Award +7.43K +8.24% 97.6K Dec 1, 2023 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 1, 2023, Worthington Enterprises, Inc. (f/k/a Worthington Industries, Inc.) ("WOR") completed a pro rata spin-off distribution (the "Distribution") of all of its common shares of the Issuer to the holders of record of WOR common shares as of November 21, 2023 (the "Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of November 30, 2023, by and between WOR and the Issuer (the "EMA"), all outstanding equity awards with respect to WOR common shares held by the Reporting Person were equitably adjusted and converted into equity awards with respect to the Issuer's common shares, with such equitable adjustments determined based on (i) the closing price of one WOR common share on the close of trading on November 30, 2023 and (ii) the closing price of one Issuer common share on December 1, 2023.
F2 Represents the grant of restricted stock of WS ("WS Restricted Shares") upon the conversion of restricted stock of WOR held by the Reporting Person as of December 1, 2023 in connection with the Distribution, in accordance with the terms of the EMA. The WS Restricted Shares were granted pursuant to the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors in a manner intended to preserve the aggregate intrinsic value of the awards, on generally the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding restricted stock of WOR. The WS Restricted Shares vest on the Issuer's annual meeting of shareholders in 2024.
F3 Includes 90,155 of the Issuer's common shares received in connection with the Distribution in respect of WOR common shares held as of the Record Date.