TILLMAN MICHAUNE D 4

Accession 0000950170-23-068319

CIK 0001968487other

View on SEC.gov Company Profile

Filed

Dec 4, 7:00 PM ET

Accepted

Dec 5, 6:09 PM ET

Size

27.1 KB

Accession

0000950170-23-068319

Insider Transaction Report

Form 4

Period: 2023-12-01

Worthington Steel, Inc.WS

TILLMAN MICHAUNE D

VP, General Counsel and Secy

Transactions

Award
Non-qualified stock option (right to buy)
2023-12-01+4,521→ 4,521 total
Exercise: $11.44Exp: 2030-06-25→ Common Shares (4,521 underlying)
Award
Non-qualified stock option (right to buy)
2023-12-01+4,198→ 4,198 total
Exercise: $14.37Exp: 2032-06-24→ Common Shares (4,198 underlying)
Award
Common Shares
2023-12-01+14,208→ 16,991 total
Award
Non-qualified stock option (right to buy)
2023-12-01+3,229→ 3,229 total
Exercise: $9.58Exp: 2025-06-26→ Common Shares (3,229 underlying)
Award
Non-qualified stock option (right to buy)
2023-12-01+2,260→ 2,260 total
Exercise: $14.79Exp: 2027-06-29→ Common Shares (2,260 underlying)
Award
Non-qualified stock option (right to buy)
2023-12-01+2,260→ 2,260 total
Exercise: $13.29Exp: 2028-06-28→ Common Shares (2,260 underlying)
Award
Non-qualified stock option (right to buy)
2023-12-01+3,875→ 3,875 total
Exercise: $12.05Exp: 2029-06-27→ Common Shares (3,875 underlying)
Award
Non-qualified stock option (right to buy)
2023-12-01+2,583→ 2,583 total
Exercise: $18.64Exp: 2031-06-25→ Common Shares (2,583 underlying)
Award
Non-qualified stock option (right to buy)
2023-12-01+2,260→ 2,260 total
Exercise: $21.51Exp: 2033-06-30→ Common Shares (2,260 underlying)
Award
Non-qualified stock option (right to buy)
2023-12-01+2,583→ 2,583 total
Exercise: $13.10Exp: 2026-06-30→ Common Shares (2,583 underlying)

Footnotes (8)

[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 Long-Term Incentive Plan 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. Includes (i) 2,906 WS Restricted Shares that vest on June 25, 2024, (ii) 4,844 WS Restricted Shares that vest on April 27, 2025, (iii) 3,875 WS Restricted Shares that vest on June 24, 2025 and (iv) 2,583 WS Restricted Shares that vest on June 30, 2026.
[F3]Includes 2,783 of the Issuer's common shares received in connection with the Distribution in respect of WOR common shares held as of the Record Date.
[F4]Represents the grant of stock options to purchase the Issuer's common shares ("WS Options") upon the conversion of stock options to purchase WOR common shares ("WOR Options") in connection with the Distribution, in accordance with the terms of the EMA. The WS Options were granted pursuant to the Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan (the "NQ Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding WOR Options.
[F5]Fully vested and currently exercisable.
[F6]Corresponds to the remaining portion of WOR Options initially granted on June 25, 2021 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 25, 2022, June 25, 2023 and June 25, 2024.
[F7]Corresponds to the remaining portion of WOR Options initially granted on June 24, 2022 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 24, 2023, June 24, 2024 and June 24, 2025.
[F8]Corresponds to the remaining portion of WOR Options initially granted on June 30, 2023 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 30, 2024, June 30, 2025 and June 25, 2026.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Worthington Steel, Inc.

CIK 0001968487

→

Entity typeother

Related Parties

filerCIK 0002000296

Filing Metadata

Form type: 4
Filed: Dec 4, 7:00 PM ET
Accepted: Dec 5, 6:09 PM ET
Size: 27.1 KB

View on SEC.gov