SCHIAVO MARY FACKLER 4

What Happened
Mary Fackler, a director of Worthington Steel, converted 291.578 WS Phantom Shares into common shares under the company's Non-Qualified Deferred Compensation Plan on January 22, 2026. Per the plan rules, the fractional 0.578 share was paid in cash for $20 at $35.14 per share. The conversion reflects a deferred-compensation distribution, not an open-market buy or sale; the converted shares have an approximate value of $10,246 based on $35.14/share.

Key Details

• Transaction date: January 22, 2026; Form 4 filed January 26, 2026.
• Action: Conversion/exercise of derivative (phantom stock) — 291.578 shares credited as common stock; fractional 0.578 share paid in cash for $20 at $35.14/share.
• Shares owned after transaction: Not reported on the Form 4 excerpt provided.
• Footnotes: F1–F2 confirm these were WS Phantom Shares (unfunded, bookkeeping credits under the Worthington Steel NQ Plan). F1 notes the reporting person elected in 2013 to receive 1/10th of amounts deferred in 2014 in 2026; fractional shares are paid in cash per plan terms.
• Filing timeliness: Form filed Jan 26, 2026 for a Jan 22, 2026 transaction (no late-filing flag shown).

Context
This was a scheduled distribution/conversion of deferred compensation (phantom stock) rather than a market purchase or a discretionary sale. Such administrative conversions reflect prior elections to receive deferred pay and are typically not direct signals of current insider sentiment.