Larivey Clifford 4

What Happened

• Larivey Clifford, President, Flat Rolled Steel Processing at Worthington Steel (WS), exercised several non-qualified stock options and sold shares on May 22, 2026. He exercised 4,929 option shares at various strike prices for a total exercise cost of $109,451, and completed open-market sales of 11,105 common shares for aggregate proceeds of approximately $445,249 (weighted avg price $40.09).

Key Details

• Transaction date: May 22, 2026 (Form filed May 27, 2026).
• Options exercised (acquired): 1,399 @ $21.51 = $30,092; 2,046 @ $14.37 = $29,401; 874 @ $33.36 = $29,157; 610 @ $34.10 = $20,801. Total exercised = 4,929 shares; total exercise cost ≈ $109,451.
• Open-market sale (disposed): 11,105 shares @ weighted avg $40.09 = $445,249. Reported sale prices ranged from $40.00 to $40.41 (footnote F1).
• Derivative entries: The filing shows matching derivative disposals at $0 for the 4,929-option-share conversions (these lines record the option-to-stock conversion).
• Shares owned after transaction: Not disclosed in the provided Form 4 excerpt.
• Footnotes: F2–F5 indicate these were non-qualified stock options granted under Worthington Steel’s 2023 Long Term Incentive Plan with varying vesting schedules. F1 notes the sale price range and that the weighted avg was used.
• Filing timeliness: Transaction dated May 22; Form 4 filed May 27. The two-business-day filing deadline would likely have been May 26 (May 25 was a federal holiday), so this filing appears to have been submitted one business day late.

Context

• The insider both exercised options and sold shares. Because the sale quantity (11,105) exceeds the number of shares just exercised (4,929), the open-market sale likely included previously-held shares in addition to any recently exercised shares — i.e., it does not appear to be a pure cashless exercise where only newly exercised shares are immediately sold to cover costs.
• These option exercises and the subsequent sale are routine insider transactions (non-qualified options under the company LTIP). They are factual disclosures and do not, by themselves, indicate the insider’s future view of the company.