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Worthington Steel, Inc. reported that its voluntary public tender offer for Kloeckner & Co SE has passed a key milestone. At the end of the initial acceptance period on March 26, 2026, the offer’s minimum acceptance threshold of 57.5% was exceeded, with Worthington Steel securing approximately 58.8% of Kloeckner’s issued share capital through tendered shares and other voting instruments.
Kloeckner shareholders who have not yet tendered may still accept during an additional acceptance period running from April 1 to April 14, 2026. Completion of the offer remains subject to certain regulatory approvals and is expected in the second half of 2026.
Worthington Steel has communicated its firm intention to pursue a domination and profit and loss transfer agreement with Kloeckner after completion, and may later evaluate structural measures such as a potential delisting or squeeze-out, subject to legal and economic considerations. The all-cash offer of €11.00 per share represents a 98% premium to Kloeckner’s undisturbed three-month volume-weighted average share price as of December 5, 2025. Kloeckner’s Management and Supervisory Boards have described the offer and its amendment as attractive, fair and appropriate and recommend that shareholders accept.
Worthington Steel Inc ownership update: The Vanguard Group filed Amendment No. 5 to Schedule 13G/A describing an internal realignment and reporting disaggregation effective January 12, 2026. The filing states amount beneficially owned: 0 and percent of class: 0%.
The filing lists Vanguard's address and notes that certain subsidiaries or business divisions will report separately in reliance on SEC Release No. 34-39538. The form is signed by Ashley Grim, Head of Global Fund Administration on 03/27/2026.
Worthington Steel, Inc. reported fiscal 2026 third-quarter net sales of $769.8 million, up 12% from $687.4 million a year earlier, driven by higher direct volumes and higher average direct selling prices, partly offset by weaker toll volumes. Operating income fell to $3.1 million from $18.3 million as gross margin declined and selling, general and administrative expense rose, including $15.4 million of professional fees tied to the proposed acquisition of Klöckner & Co SE.
Net earnings attributable to controlling interest were $10.4 million, down from $13.8 million, with diluted EPS of $0.20 versus $0.27. On an adjusted basis, diluted EPS was $0.27 compared to $0.35, and adjusted EBIT was $20.0 million versus $25.3 million. The company generated third-quarter free cash flow of $33.3 million and ended the period with $90.0 million in cash and cash equivalents and net debt of $161.4 million.
Worthington Steel entered into a Business Combination Agreement with Klöckner and launched a voluntary public tender offer for all outstanding Klöckner shares at €11 per share, with completion expected in the second half of calendar year 2026, subject to a minimum acceptance threshold and regulatory approvals. The board declared a quarterly dividend of $0.16 per common share, payable on June 26, 2026 to shareholders of record on June 12, 2026.
Worthington Steel, Inc. announced that its subsidiary Worthington Steel GmbH has amended the terms of its voluntary all-cash takeover offer for Klöckner & Co SE. The minimum acceptance threshold has been reduced from 65% to 57.5% of Kloeckner’s issued share capital.
As a result of the amendment, the acceptance period is extended by two weeks and will now expire on March 26, 2026. As of March 9, 2026, Worthington Steel has secured approximately 56.9% of Kloeckner’s issued share capital, while the offer price remains at €11.00 in cash per share, a 98% premium to Kloeckner’s undisturbed three‑month volume‑weighted average share price on December 5, 2025.
Worthington Steel director Jon J. Bowsher reported buying additional stock. On January 30, 2026, he purchased 2,500 common shares of Worthington Steel at a weighted average price of $40.15 per share, in multiple trades between $40.105 and $40.1689.
Following this transaction, Bowsher directly owns 17,893 common shares of Worthington Steel. The purchase was reported on a Form 4 as an open-market or private purchase transaction.
Worthington Steel, Inc. director Scott J. Kelly reported buying common shares of the company. On January 27, 2026, he purchased 7,000 common shares at a price of $39.1099 per share. After this transaction, he beneficially owned 16,157 common shares, held in direct ownership.
Worthington Steel, Inc. director Mary Fackler Schiavo reported routine activity in deferred compensation and common shares. On January 22, 2026, 291.578 units of WS phantom stock under the Non-Qualified Deferred Compensation Plan for Directors were converted into the economic equivalent of 291.578 common shares, reflecting a prior deferral election tied to 2014 compensation.
The same day, she acquired 291.578 common shares at an exercise price of $0.00 per share in connection with that conversion, then disposed of a small fractional amount of 0.578 common shares at $35.14 per share, consistent with plan terms that pay fractional shares in cash. After these transactions, she directly owned 96,779 common shares and 18,172.848 WS phantom shares credited to her deferred compensation account.
Worthington Steel has agreed a business combination with Germany’s Klöckner & Co SE, launching a voluntary public cash offer at €11.00 per Kloeckner share. A key shareholder owning about 42% of Kloeckner shares has given an irrevocable undertaking to tender its stake, while the offer requires at least 65% shareholder acceptance and multiple regulatory and market conditions to be met. Worthington Steel has signed an equity commitment letter to provide up to €1,632,000,000 to fund the offer, potential share purchases outside the offer and refinancing of Kloeckner’s existing debt, and has secured US$1.9 billion in debt commitments for expected permanent financing, with the offer not subject to a financing condition. An amendment to Worthington Steel’s revolving credit agreement permits consummation of the offer and related transactions.
Worthington Steel, Inc. reported higher results for the quarter ended November 30, 2025. Net sales rose to $871.9 million from $739.0 million, lifting gross margin to $93.2 million. Net earnings attributable to the controlling interest increased to $18.8 million, with diluted earnings per share of $0.37 versus $0.25 a year earlier.
For the first six months, net sales reached $1,744.8 million and net earnings attributable to the controlling interest were $55.6 million, or $1.10 per diluted share. Operating cash flow was $93.0 million, while cash and cash equivalents grew to $89.8 million. The balance sheet shows total assets of $2.15 billion and total liabilities of $803.1 million.
The Company completed the acquisition of a 52% interest in the Sitem Group, which is consolidated with a new $98.2 million redeemable noncontrolling interest. Automotive remains the largest end market, accounting for 56% of net sales, with the Detroit Three automakers representing 36% of sales.
Worthington Steel, Inc. insider share withholding reported
Worthington Steel, Inc. President and CEO, and Director, Geoffrey G. Gilmore reported a Form 4 transaction involving company common shares on 12/22/2025. The filing shows that 9,610 common shares were disposed of at a price of $36.32 per share, identified with transaction code "F," which indicates shares were withheld to cover tax obligations.
After this tax withholding transaction, Gilmore beneficially owns 305,017 common shares of Worthington Steel, Inc., held directly. The filing notes that the shares were withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligations upon such vesting.