SECURITIESFORM AND EXCHANGE COMMISSION8-K

☐Item Pre-commencement2.02 communicationsResults pursuantof toOperations Ruleand 13e-4(c)Financial under the Exchange Act (17 CFR 240Condition.13e-4(c))

AmendmentItem to9.01 OfferFinancial Document;Statements Reductionand of Minimum Acceptance Threshold Exhibits.

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~Washington,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): March 25, 2026

~~Pursuant~~WORTHINGTON toSTEEL, ~~Section 13 or 15(d)~~INC.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

March 10, 2026


Ohio	001-41830	92-2632000
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 W. Old Wilson Bridge Road
Columbus, Ohio		43085
(Address of Principal Executive Offices)		(Zip Code)

~~Date~~Registrant’s ofTelephone ~~Report~~Number, ~~(Date~~Including ofArea ~~earliest~~Code: ~~event reported~~(614) 840-3462

(Former ~~WORTHINGTON~~Name ~~STEEL~~or Former Address, ~~INC.~~if Changed Since Last Report)

~~(Exact~~Check ~~name~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant asunder ~~specified~~any inof ~~its~~the ~~charter)~~following provisions:

Ohio	001-41830	92-2632000
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

100 W. Old Wilson Bridge Road Columbus, Ohio				43085
(Address of principal executive offices)				(Zip Code)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Registrant’s~~☐Pre-commencement ~~telephone~~communications ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~ 14d-2(~~614~~b) ~~840~~under the Exchange Act (17 CFR 240.14d-~~3462~~2(b))

~~Not~~☐Pre-commencement ~~Applicable~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Former~~Securities ~~name~~registered orpursuant ~~former~~to ~~address,~~Section if12(b) ~~changed~~of ~~since~~the ~~last report)~~Act:

~~Check~~Title ~~the~~of ~~appropriate~~each ~~box~~class ~~below~~TradingSymbol(s) ifName ~~the~~of ~~Form~~each ~~8-K~~exchange ~~filing~~on iswhich ~~intended~~registered toCommon ~~simultaneously~~Shares, ~~satisfy~~without ~~the~~par ~~filing~~value ~~obligation~~WS ofNew ~~the~~York ~~registrant~~Stock ~~under any of the following provisions (see General Instruction A.2. below):~~Exchange

☐Indicate ~~Written~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~425~~405 ~~under~~of the Securities Act ~~(17~~of ~~CFR~~1933 (§ 230.~~425~~405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐Emerging ~~Soliciting~~growth ~~material~~company ~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~☐

☐If ~~Pre-commencement~~an ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~14d-2~~13(ba) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~14d-2(b))~~ ☐

~~Securities~~On ~~registered~~March ~~pursuant~~25, to2026, ~~Section 12~~Worthington Steel, Inc. (b“we,” “us,” “our” and “registrant”) issued a news release (the “Financial Release”) reporting results for the three months ended February 28, 2026 (the third quarter of fiscal 2026). A copy of the ~~Act:~~Financial Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

~~Title~~We will host a conference call at 8:30 a.m. ET on March 26, 2026, to discuss our unaudited financial results for the third quarter of ~~each~~fiscal ~~class~~2026 ~~Trading~~and ~~Symbol(s)~~address ~~Name~~our outlook for the fourth quarter of ~~each~~fiscal ~~exchange~~2026. onThe ~~which~~conference ~~registered~~call ~~Common~~is ~~Shares~~accessible through Events & Presentations in the Investors section of our website at www.WorthingtonSteel.com, ~~without~~or ~~par~~by ~~value~~registering WSonline ~~New~~at ~~York~~https://events.q4inc.com/attendee/556002709 ~~Stock~~for ~~Exchange~~the live conference. Prior to the conference call, we made available an investor presentation on our website. The investor presentation is included herewith as Exhibit 99.2 and is incorporated herein by reference.

~~Indicate~~Financial bymeasures ~~check~~prepared ~~mark~~in ~~whether~~accordance with accounting principles generally accepted in the ~~registrant~~United isStates an(“GAAP”) ~~emerging~~and ~~growth~~non-GAAP ~~company~~financial asmeasures ~~defined~~are included in ~~Rule~~the ~~405~~Financial ofRelease and the ~~Securities~~investor ~~Act~~presentation, and will be discussed during the conference call, to provide investors with additional information that we believe allows for increased comparability of ~~1933~~the ~~(§230.405~~performance of ~~this~~our ~~chapter)~~ongoing oroperations ~~Rule~~from ~~12b-2~~period ofto period. Please see the ~~Securities~~Financial ~~Exchange~~Release ~~Act~~and the investor presentation for further explanations of ~~1934~~why ~~(§240.12b~~we use the non-2GAAP offinancial ~~this~~measures ~~chapter)~~and the reconciliations to the most directly comparable GAAP financial measures.

~~Emerging~~The ~~growth~~information ~~company ☐~~contained in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. Information on our website is not incorporated herein.

IfItem an8.01 Other emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ActEvents. ☐

~~Item~~On ~~1.01~~March ~~Entry~~25, ~~Into~~2026, we issued a ~~Material~~news ~~Definitive~~release ~~Agreement~~(the “Dividend Release”) reporting that our board of directors declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on March 25, 2026, and is payable on June 26, 2026, to our shareholders of record at the close of business on June 12, 2026. A copy of the Dividend Release is filed herewith as Exhibit 99.3.

WORTHINGTON STEEL, INC.

Date: March 10, 2026

/s/ Joseph Y. Heuer

Joseph Y. Heuer

Vice President - General Counsel and Secretary

~~On March 10, 2026, Worthington Steel GmbH, a limited liability company established under German law~~ (~~Gesellschaft mit beschränkter Haftung~~d) (“Bidder”), a wholly owned indirect subsidiary of Worthington Steel, Inc., an Ohio corporation (the “Company” or “Worthington Steel”), published an amendment (the “Offer Amendment”) to the offer document, dated February 5, 2026 (the “Offer Document”), relating to its previously announced voluntary public cash takeover offer (the “Offer”) to the shareholders of Klöckner & Co SE, a European stock corporation (societas europaea) organized under the laws of Germany (“Kloeckner”). Pursuant to the Offer Amendment, Bidder reduced the minimum acceptance threshold of the issued and outstanding shares of Kloeckner (the “Kloeckner Shares”) required as a condition to the closing of the Offer from at least 65% to at least 57.5% of the Kloeckner Shares at the expiry of the acceptance period for the Offer (the “Acceptance Period”). Exhibits:

In addition, as a result of the Offer Amendment, the Acceptance Period has been extended by two weeks pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) and will now expire on March 26, 2026, subject to further extension under certain circumstances as set forth in the Offer Document.


Exhibit No.	Description
99.1	News Release of Worthington Steel, Inc. issued on March 25, 2026 (Financial Release)
99.2	Investor Presentation of Worthington Steel, Inc., dated March 25, 2026
99.3	News Release of Worthington Steel, Inc. issued on March 25, 2026 (Dividend Release)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 7.01 Regulation FD Disclosure.*SIGNATURES

OnPursuant ~~March 10,~~to ~~2026,~~the ~~Worthington~~requirements ~~Steel~~of ~~issued a press release announcing~~ the ~~Offer~~Securities ~~Amendment.~~Exchange AAct ~~copy~~ of 1934, the ~~press~~registrant ~~release~~has isduly ~~furnished~~caused ~~herewith~~this asreport ~~Exhibit~~to ~~99.1~~be ~~and~~signed ison ~~incorporated~~its ~~herein~~behalf by ~~this~~the ~~reference.~~undersigned hereunto duly authorized.

Item 9.01 Financial Statements and Exhibits.


			WORTHINGTON STEEL, INC.

Date:	March 26, 2026	By:	/s/ Joseph Y. Heuer
			Joseph Y. Heuer Vice President - General Counsel and Secretary

(d) Exhibits.

ExhibitNo.		Document Description
99.1*		Press Release, dated March 10, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

* The information “furnished” in this Current Report on Form 8-K under Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Important Information

This Current Report on Form 8-K and the materials included herewith constitute neither an offer to purchase nor a solicitation of an offer to sell Kloeckner Shares. The final provisions relating to the takeover offer are disclosed in the Offer Document, as amended. Bidder reserves the right to deviate from the key points set out herein and in the Offer Document, as amended, in the final terms of the takeover offer to the extent legally permissible. Investors and Kloeckner shareholders are strongly advised to read the Offer Document, as amended, and all other documents relating to the takeover offer, as they contain important information.

The Offer (as amended by the Offer Amendment, “takeover offer”) is being made exclusively on the basis of the applicable provisions of German law, in particular the WpÜG and certain securities laws provisions of the United States of America (the “United States” or “U.S.”). The takeover offer will not be made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Kloeckner Shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the Offer Document, as amended, and any exemptions to be granted by the relevant regulatory authorities, no takeover offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This Current Report on Form 8-K may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable national law.

Bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Kloeckner Shares or any other securities that are convertible into, exchangeable for or exercisable for such Kloeckner Shares outside of the takeover offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the

number of Kloeckner Shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.

The takeover offer referenced in this Current Report on Form 8-K relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to Bidder and the company included elsewhere, including in the Offer Document, as amended, has been and will be prepared in accordance with provisions applicable in the Federal Republic of Germany and has not been and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any other securities regulator. Kloeckner shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the takeover offer is being made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The takeover offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and will be principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The takeover offer is being made to the company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the company to whom an offer is made. Any informational documents, including this Current Report on Form 8-K, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the company’s other shareholders. To the extent that the takeover offer is subject to U.S. securities laws, such laws only apply to Kloeckner shareholders in the United States, and no other person has any claims under such laws.

Any agreement concluded with the bidder as a result of the acceptance of the planned takeover offer will be governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the takeover offer under the U.S. Securities Act (or other laws known to them) because the bidder and the company are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. This Current Report on Form 8-K includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the acquisition, the expected outcomes of the proposed acquisition, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the acquisition, (ii) the ability of the parties to achieve the minimum requisite acceptance threshold of Kloeckner’s issued share capital at the end of the acceptance period, including as a result of the Offer Amendment, which gives Kloeckner shareholders who have tendered their Kloeckner Shares into the Offer prior to the publication of the Offer Amendment a statutory right to withdraw their acceptance of the Offer until the expiration of the acceptance period; (iii) the financing arrangements relating to the acquisition, (iv) the effects of the transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and

performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (v) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, (vi) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vii) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Kloeckner will change their intentions and assessments expressed in documents or notifications or in amendments the Offer Document yet to be published after publication of the documents or notifications. This Current Report on Form 8-K speaks only as of the date hereof. Each of Worthington Steel and Kloeckner disclaims any duty to update the information herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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