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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 033-275817

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

WORTHINGTON STEEL, INC.

401(K) RETIREMENT SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Worthington Steel, Inc.

100 W. Old Wilson Bridge Road

Columbus, OH 43085

 

 


 


 

TABLE OF CONTENTS

The Financial Statements and Supplemental Schedule for the Worthington Steel, Inc. 401(k) Retirement Savings Plan identified below are being filed with this Annual Report on Form 11-K:

 

 

 

Page

 

 

 

Signatures

 

ii

 

 

 

Report of Independent Registered Public Accounting Firm

 

2

 

 

 

Financial Statements:

 

 

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2025 and 2024

 

3

 

 

 

Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2025 and 2024

 

4

 

 

 

Notes to Financial Statements

 

5

 

 

 

Supplemental Schedule:

 

 

 

 

 

Schedule of Assets Held for Investment Purposes at End of Year as of December 31, 2025

 

13

 

Exhibit 23: Consent of Independent Registered Public Accounting Firm – Meaden & Moore, Ltd.

 

 

 

 

 

 

 

 

 

 

 

 

i


 

 

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

WORTHINGTON STEEL, INC.

401(K) RETIREMENT SAVINGS PLAN

 

 

 

 

By:

 Administrative Committee,

 Plan Administrator

 

 

 

 

By:

 /s/ Joseph Y. Heuer

Date: June 9, 2026

Joseph Y. Heuer, Member

 

ii


 

 

 

 

 

WORTHINGTON STEEL, INC.

401(k) RETIREMENT SAVINGS PLAN

 

 

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

WITH

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

December 31, 2025 and 2024

1


img228609540_0.jpg

 

Report of Independent Registered Public Accounting Firm

To the Plan Administrator and Plan Participants of

Worthington Steel, Inc. 401(k) Retirement Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Worthington Steel, Inc. 401(k) Retirement Savings Plan (the “Plan”) as of December 31, 2025 and 2024 and the related statements of changes in net assets available for benefits for the years then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Supplemental Information

The supplemental Schedule of Assets Held for Investment Purposes at End of Year as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s (DOL) Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ Meaden & Moore, Ltd.

We have served as the Plan’s auditor since 2024.

Akron, Ohio

 

June 9, 2026

2

Meaden & Moore, Ltd.

(A Meaden & Moore Affiliate Company)

1375 East Ninth Street, Suite 1800 | Cleveland, OH 44114-1790 | P (216) 241-3272 | F (216) 771-4511 | meadenmoore.com


 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

Worthington Steel, Inc.

401(k) Retirement Savings Plan

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Assets

 

 

 

 

 

 

Notes receivable from participants

 

$

7,801,068

 

 

$

7,434,641

 

Pending trade receivable

 

 

48,847

 

 

 

16,423

 

Total receivables

 

 

7,849,915

 

 

 

7,451,064

 

Investments

 

 

 

 

 

 

Investments at fair value

 

 

554,151,430

 

 

 

489,340,962

 

Investments at contract value

 

 

21,730,253

 

 

 

26,471,877

 

Total investments

 

 

575,881,683

 

 

 

515,812,839

 

Total assets

 

 

583,731,598

 

 

 

523,263,903

 

 

 

 

 

 

 

Liabilities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

Net assets available for benefits

 

$

583,731,598

 

 

$

523,263,903

 

 

See accompanying notes
 

3


 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Worthington Steel, Inc.

401(k) Retirement Savings Plan

 

 

 

Year Ended

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Additions:

 

 

 

 

 

 

Contributions:

 

 

 

 

 

 

Employer

 

$

11,761,574

 

 

$

11,720,568

 

Participant

 

 

21,652,652

 

 

 

21,084,110

 

Rollover

 

 

1,164,107

 

 

 

2,201,787

 

Total contributions

 

 

34,578,333

 

 

 

35,006,465

 

 

 

 

 

 

 

Investment income:

 

 

 

 

 

 

Dividends and interest

 

 

16,274,305

 

 

 

9,145,139

 

Net investment gain

 

 

69,786,873

 

 

 

42,909,139

 

Total investment income

 

 

86,061,178

 

 

 

52,054,278

 

 

 

 

 

 

 

Interest income on notes receivable from participants

 

 

632,508

 

 

 

495,327

 

 

 

 

 

 

 

Other income

 

 

376,811

 

 

 

317,992

 

 

 

 

 

 

 

Total additions

 

 

121,648,830

 

 

 

87,874,062

 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

 

Benefits paid to participants and other deductions

 

 

60,836,397

 

 

 

37,360,578

 

Administrative expenses

 

 

344,738

 

 

 

317,300

 

Total deductions

 

 

61,181,135

 

 

 

37,677,878

 

 

 

 

 

 

 

Net increase before net assets transferred

 

 

60,467,695

 

 

 

50,196,184

 

Assets transferred from Former Parent’s Plan (See Note 1)

 

 

-

 

 

 

469,778,138

 

Net increase in net assets

 

 

60,467,695

 

 

 

519,974,322

 

Net assets available for benefits at beginning of period

 

 

523,263,903

 

 

 

3,289,581

 

Net assets available for benefits at end of year

 

$

583,731,598

 

 

$

523,263,903

 

 

See accompanying notes

4


 

NOTES TO FINANCIAL STATEMENTS

Worthington Steel, Inc.

401(k) Retirement Savings Plan

1.
Description of Plan

The following description of the Worthington Steel, Inc. 401(k) Retirement Savings Plan (as previously amended, the “Plan”) provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.

General:

The Plan was established on December 1, 2023. On December 1, 2023, Worthington Enterprises, Inc., then known as Worthington Industries, Inc. (the “Former Parent” or “Worthington Enterprises”), completed its spin-off of its existing steel processing business, Worthington Steel, Inc. (“Worthington Steel”), into a stand-alone publicly traded company (the “Separation”). As a result of the Separation, the Plan was established, and the new accounts within the Plan were created for each of the qualifying plan participants of the Former Parent’s defined contribution plan (“Former Parent’s Plan”). As of the Separation date, all future qualifying plan participants’ contributions were attributed to the Plan.

The Plan is a defined contribution plan covering all non-union employees of Worthington Steel and its subsidiaries who are participating employers under the Plan (together with Worthington Steel, collectively, the “Company”) who meet the tenure, hour and age requirements specified in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The trustee for the Plan is Fidelity Management Trust Company (the “Trustee”). Worthington Steel is the sponsor of the Plan (the “Plan Sponsor”).

Fiscal Periods:

The financial statements cover the years ended December 31, 2025 and 2024, respectively.

Plan Transfer:

As a result of the Separation, during 2024 the outstanding balances in the Former Parent’s Plan were transferred from the Former Parent’s Plan to the Plan. This activity is presented as “Assets transferred from Former Parent’s Plan” on the statements of changes in net assets available for benefits.

Plan Amendments:

In connection with the Separation, the Plan was amended to transfer the assets attributable to participants under the Former Parent’s Plan who were actively employed in the “Worthington Steel Business,” as that term is defined under the Separation and Distribution Agreement by and between Worthington Steel and Worthington Enterprises, dated as of November 30, 2023, to the Plan (“Former Parent Plan Transfer”).

Effective May 17, 2024, the Plan was amended to limit contributions to the Worthington Steel common shares fund to no more than 25% of the total contributions made by or for a participant to the Plan. Subsequent to the amendment date, a participant is prohibited from making investment exchanges to the Worthington Steel common shares fund if the participant’s investment in the fund equals or exceeds 25% of such participant’s total accounts. If a participant had an investment election greater than 25% to the Worthington Steel common shares prior to the close of business on August 21, 2024, the participant’s election to the Worthington Steel common shares over 25% was redirected to the Fidelity Freedom Index Commingled Pool Class T Age Based Template Fund by age based upon the participant's date of birth on file on August 23, 2024. The redirection of a portion of contributions to the Fidelity Freedom Index Commingled Pool Class T Age Based Template Fund was effective August 23, 2024. During 2025, the assets held in the Commingled Pool Class T funds were transferred to the Fidelity Freedom Index Premier Class II Age Based Template Funds.

5


 

The Former Parent’s Plan included the Empower Guaranteed Income Fund stable value fund as a frozen investment offering that did not allow for new investments into the fund. As part of the Former Parent Plan Transfer, the participants’ accounts investment in this fund were also transferred into the Plan in 2024. The Plan executed an agreement with Empower Annuity Insurance Company (“Empower”) to distribute the remaining interest in the fund over a 2-year period. The initial distribution occurred in 2024, with the remaining balance distributed in 2025. The Participants’ balances in the Empower Guaranteed Income Fund were reallocated to the New York Life Anchor Account (the “NYL SVF”), which is another stable value fund. For additional information, see “Note 5 – Benefit-Responsive Contracts”.

Eligibility:

All non-union, full-time employees of the Company aged eighteen years and older are eligible to participate in the Plan. These employees are eligible to participate in the employer contribution component of the Plan after six months of employment. All non-union seasonal and part-time employees of the Company aged eighteen years and older who have been employed for one year are eligible to participate in the Plan and in the employer contribution component of the Plan. Individuals who were participants under the Former Parent’s Plan as of November 30, 2023 that transferred to the Plan as part of the Separation were credited with the service that had been credited to them under the Former Parent’s Plan.

Contributions:

Employee deferral – Participants may make pre-tax and/or Roth contributions up to a maximum of 90% of their annual compensation. Contributions are subject to annual addition and other limitations imposed by the Internal Revenue Code (the “IRC”) as defined in the Plan document.

Newly eligible and previously opted out participants in the Plan who have otherwise not made an enrollment designation are subject to an automatic annual enrollment arrangement whereby 4% of their compensation is automatically contributed to the Plan. Participants may modify the automatic enrollment designation of 4% of compensation. Annually, all participants contributing less than 10% of their compensation will automatically have their pre-tax deferral increased by 1%, up to a maximum of 10%, unless they opt out of the automatic increase.

Employer contributions – The Company matches 50 cents per dollar of contributions of the first 4% of Plan participants’ compensation. The Company also makes an employer contribution of 3% of compensation on behalf of eligible participants irrespective of the amounts deferred by such participants. These contributions are made each pay period. As a safe harbor plan, the Company guarantees a minimum contribution of at least 3% of participants’ eligible compensation.

Additional Company contributions may be made at the option of the Plan Sponsor and will be allocated based on the unit credit method. The unit credit method uses the participating employees’ years of service and compensation to allocate any additional contribution.

Participant accounts – Each participant’s account is credited with the participant’s contributions, employer matching contributions, employer contributions, earnings and losses thereon and an allocation of the Plan’s administrative expenses, to the extent not paid by the Company.

Rollover contributions from other plans are also accepted, provided certain specified conditions are met.

Investment Options:

Participants direct their contributions among the Plan’s investment options. All contributions are allocated to the designated investment options according to each participant’s election, although, to the extent that a participant receiving a contribution does not make an allocation election, the participant’s contribution is invested in the applicable Fidelity Freedom Index Fund, as determined by the age of the participant.

6


 

Contributions to the Worthington Steel common shares fund are limited to not more than 25% of the total contributions made by or for a participant to the Plan. A participant will be prohibited from making investment exchanges to the Worthington Steel common shares fund if the participant’s investment in the fund equals or exceeds 25% of such participant’s total accounts.

Additionally, as a result of the Separation, the Plan had an investment fund consisting of Worthington Enterprises’ common shares (NYSE: WOR), which is a non-employer stock fund. No new investments, transfers to, or purchases were made in the Worthington Enterprises share fund on or after December 1, 2023. Effective after the close of business on September 11, 2025, the Plan liquidated all the remaining balances in the Worthington Enterprises’ stock fund, and participant balances were invested into the applicable Fidelity Freedom Index Fund.

Vesting:

All participants are 100% vested in all contributions and related earnings credited to their accounts.

Forfeitures:

Forfeited nonvested balances consist of uncashed distribution checks or unallocated revenue sharing funds. At December 31, 2025 and 2024, forfeited non-vested accounts were $412 and $40, respectively. The Company used forfeitures of $18 and $0 to offset Company contributions to the Plan in 2025 and 2024, respectively. The Company used forfeitures of $19,623 and $127 to offset fees in 2025 and 2024, respectively.

Revenue Sharing:

The Plan has a revenue-sharing agreement whereby the Trustee returns a portion of the investment fees to the recordkeeper to offset the Plan’s administrative expenses. If the revenue received by the Trustee from mutual fund service providers exceeds the amount owed under the Plan, the Trustee remits the excess to the Plan’s trust on a quarterly basis. Such amounts may be applied to pay Plan administrative expenses or allocated to the accounts of the Plan participants. Revenue sharing funds are reported as “Other income” in the Statements of Changes in Net Assets Available for Benefits. At December 31, 2025 and 2024, the ending balance in the revenue sharing account was $10,298 and $0, respectively. The Plan may make a payment to the Trustee for administrative expenses not covered by revenue sharing.

Notes Receivable from Participants:

Participants may borrow from their Plan accounts up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loans are to be repaid over a period not to exceed 5 years, except when used for the purchase of a primary residence.

Each loan is secured by the remaining balance in the participant’s account and bears interest at rates established by the Trustee. Principal and interest are paid ratably through payroll deductions. Loans are valued at unpaid principal balance plus accrued unpaid interest.

Other Plan Provisions:

Normal retirement age under the Plan is 65. The Plan also provides for early payment of benefits to in-service employees, with certain restrictions, after reaching age 59-1/2.

Dividends paid on Worthington Steel common shares attributable to the employee stock ownership plan are paid to the Plan and reinvested in Worthington Steel common shares.

Payment of Benefits:

Benefit payments are recorded when paid. Upon termination of service due to death, disability, retirement or other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.

7


 

Hardship Withdrawals:

Hardship withdrawals are permitted in accordance with Internal Revenue Service (the “IRS”) guidelines.

2.
Summary of Significant Accounting Policies

Basis of Accounting:

The Plan’s transactions are reported on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Investment contracts held by a defined contribution plan are required to be reported at fair value except for fully benefit-responsive investment contracts which are reported at contract value.

Investment Valuation and Income Recognition:

Worthington Steel Common Shares: The Plan’s investments in Worthington Steel common shares are stated at fair value as of year-end. Fair value for Worthington Steel common shares is determined by the respective quoted market prices.

At December 31, 2025 and 2024, the Plan held 473,135 and 484,009 common shares of Worthington Steel, respectively. The Plan received cash dividends from Worthington Steel common shares of $336,942 and $280,964 for the years ended December 31, 2025 and 2024, respectively.

Worthington Enterprises Common Shares: As a result of the Separation and subsequent Plan Transfer, the Plan had an investment fund consisting of Worthington Enterprises’ common shares. The Plan’s investments in Worthington Enterprises’ common shares are stated at fair value as of year-end. Fair value for Worthington Enterprises’ common shares is determined by the respective quoted market prices.

At December 31, 2025 and 2024, the Plan held 0 and 297,319 shares of Worthington Enterprises’ common shares, respectively. The Plan received cash dividends from Worthington Enterprises’ common shares of $86,513 and $214,460 for the years ended December 31, 2025 and 2024, respectively. The cash dividends for Worthington Enterprises’ common shares were reinvested in the Fidelity 500 Index Fund as the Plan does not allow for additional investment or dividend reinvestment into the non-employer common shares.

Mutual Funds: The Plan’s investments in mutual funds are stated at fair value as of year-end. Fair values for mutual funds are determined by the respective quoted market prices.

Stable Value Funds: The Plan holds investments in fully benefit-responsive investment contracts, which are reported at contract value. Contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate a permitted transaction under the terms of the Plan. The Plan holds interest in the NYL SVF, a stable value fund that is a pooled account with New York Life Insurance Company (“New York Life”), made available to participating plans through a group annuity contract. Contributions to the NYL SVF are directed to a New York Life pooled separate account that invests primarily in a diversified portfolio of high-quality, fixed income securities, which are owned by New York Life. See “Note 5 – Benefit-Responsive Contracts” for additional information.

Additionally, due to the acquisition of Tempel Steel Company, LLC (“Tempel”) by the Former Parent and the resulting corporate actions, the Tempel Steel Company Savings and Investment Plan (the “Tempel Plan”) merged into the Former Parent’s Plan in 2023 prior to the Separation. As a result of the assets transferred from the Tempel Plan to the Former Parent’s Plan and subsequently to the Plan, the Plan was invested in a fully benefit-responsive traditional guaranteed investment contract (“traditional GIC”), issued by Empower. Under an agreement with Empower, the Plan completed the distribution and reallocation of the remaining interest in the fund to the NYL SVF during 2025 and 2024. See “Note 5 – Benefit-Responsive Contracts” for additional information.

8


 

Common Collective Trusts: The Plan’s common collective trusts represent investments held in pooled funds. These funds are valued at redemption price, which is based on the fund’s net asset value (“NAV”) using the asset value per share as a practical expedient for the units held by the Plan on the last business day of the fiscal year, as determined by the issuers of the funds based on the fair value of the underlying investments.

Purchases and sales of securities are recorded on a trade-date basis using fair market value. Dividends are recorded on the ex-dividend date. Interest is recorded on the accrual basis.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

Plan Termination:

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

Recently Adopted Accounting Standards:

There were no new accounting pronouncements adopted by the Plan in the year ended December 31, 2025.

3.
Tax Status

The Plan adopted a pre-approved plan document from FMR, LLC. On June 30, 2020, the IRS stated the pre-approved Plan is qualified under Section 401(a) of the IRC, and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan Sponsor believes the Plan, as amended, is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken uncertain tax positions that more-likely-than-not would not be sustained upon examination by applicable taxing authorities. The Plan administrator has analyzed tax positions taken by the Plan and has concluded that, as of December 31, 2025, there were no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or that would require disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, currently no audits are in progress for any tax periods.

4.
Fair Value Measurements

Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Plan utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Plan utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of the inputs used in the valuation techniques, the Plan is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

9


 

Level 2: Inputs to the valuation methodology include:

Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in inactive markets;
Inputs other than quoted prices that are observable for the asset or liability; and
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. See the description within “Note 2 – Summary of Significant Accounting Policies,” as to the investment valuation methodology for each class of assets noted in the table below.

Investments Measured at Net Asset Value (NAV)

In accordance with ASC Topic 820, Fair Value Measurement, investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy tables below. The fair value amounts are included in the table below in order to reconcile to the amounts presented in the Statement of Net Assets Available for Benefits. As of December 31, 2025 and 2024, these investments include the Harbor Capital Appreciation CIT Class 5 fund, and as of December 31, 2024, these investments also include the Fidelity Freedom Index Commingled Pools Class T.

The following table shows the Plan's investment assets at fair value on a recurring basis, as of December 31, 2025:

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using:

 

 

 

 

 

 

Quoted Prices in Active Markets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

Description

 

Total

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

462,699,925

 

 

$

462,699,925

 

 

$

-

 

 

$

-

 

Worthington Steel common shares

 

 

16,381,756

 

 

 

16,381,756

 

 

 

-

 

 

 

-

 

Total assets in the fair value hierarchy

 

 

479,081,681

 

 

 

479,081,681

 

 

 

-

 

 

 

-

 

Common collective trust funds measured at NAV

 

 

75,069,749

 

 

 

-

 

 

 

-

 

 

 

-

 

Total investments at fair value

 

$

554,151,430

 

 

$

479,081,681

 

 

$

-

 

 

$

-

 

The following table shows the Plan's investment assets at fair value on a recurring basis, as of December 31, 2024:

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using:

 

 

 

 

 

 

Quoted Prices in Active Markets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

Description

 

Total

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

190,968,978

 

 

$

190,968,978

 

 

$

-

 

 

$

-

 

Worthington Steel common shares

 

 

15,402,920

 

 

 

15,402,920

 

 

 

-

 

 

 

-

 

Other common shares

 

 

11,926,162

 

 

 

11,926,162

 

 

 

-

 

 

 

-

 

Total assets in the fair value hierarchy

 

 

218,298,060

 

 

 

218,298,060

 

 

 

-

 

 

 

-

 

Common collective trust funds measured at NAV

 

 

271,042,902

 

 

 

-

 

 

 

-

 

 

 

-

 

Total investments at fair value

 

$

489,340,962

 

 

$

218,298,060

 

 

$

-

 

 

$

-

 

 

10


 

5.
Benefit-Responsive Contracts

The Plan holds an interest in the NYL SVF, a stable value fund that is a pooled account with New York Life. Contributions to the NYL SVF are directed to a New York Life pooled separate account that invests primarily in a diversified portfolio of high-quality, fixed income securities, which are owned by New York Life. The NYL SVF is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The investment contract issuer, New York Life, is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.

Additionally, the Plan held an interest in the Empower Guaranteed Income Fund, which is a traditional GIC. A traditional GIC is an investment contract issued by an insurance company or bank that provides for the payment of a specified rate of interest to the Plan and for the repayment of principal when the contract matures. Through an agreement with Empower, during 2024 and 2025, the Plan distributed and reallocated the remaining interest in the fund to the NYL SVF.

The NYL SVF and the traditional GIC are fully benefit-responsive investment contracts and are reported at contract value in the Statement of Net Assets Available for Benefits. Benefit responsiveness is defined as the extent to which a contract’s terms and the Plan permit or require participant-initiated withdrawals at contract value. Contract value is the relevant measure for fully benefit-responsive investment contracts because this is the amount received by participants if they were to initiate permitted transactions under the terms of the Plan. Contract value, as reported to the Plan by New York Life and Empower, represents contributions made under each contract, plus earnings, less participant withdrawals and administrative expenses. As of December 31, 2025 and 2024, the NYL SVF totaled $21,730,253 and $22,254,339, respectively. As of December 31, 2025 and 2024, the traditional GIC totaled $0 and $4,217,538, respectively.

Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investments at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. Certain events limit the ability of the Plan to transact at contract value with the contract issuer of the NYL SVF and the traditional GIC. However, the Plan administrator is not aware of the occurrence or likely occurrence of any such events, which would limit the Plan’s ability to transact at contract value with participants.

The crediting interest rate for the NYL SVF and traditional GIC is reset daily by the contract issuer but cannot be less than zero. The crediting interest rate is based upon a formula and is a function of timing of the cash flow activity, overall interest rates, the reinvestment of maturing proceeds and the impact of credit losses and impairments.

6.
Party-in-Interest Transactions

Certain Plan investments are shares of mutual funds managed by the Trustee; therefore, transactions involving these funds qualify as party-in-interest transactions. In addition, the Plan has arrangements with other service providers and these arrangements also qualify as party-in-interest transactions.

The Plan offers common shares of Worthington Steel as an investment option. As a result, Worthington Steel qualifies as a party-in-interest.

The Company provides certain administrative and accounting services at no cost to the Plan and may pay for the cost of services incurred in the operation of the Plan.

7.
Risks and Uncertainties

The Plan provides for various investment options. These investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is possible that changes in the near or long term could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

11


 

8.
Subsequent Events

Management evaluates events occurring subsequent to the date of the financial statements in determining the accounting for and disclosure of transactions and events that affect the financial statements. Subsequent events have been evaluated through the filing date of this Annual Report on Form 11-K.

12


 

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR

 

Form 5500, Schedule H, Part IV, Line 4i

 

Worthington Steel, Inc.

 

401(k) Retirement Savings Plan

 

EIN 92-2632000, Plan Number 001

 

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

 

 

Identity of Issue, Borrower,
Lessor, or Similar Party

 

Description of Investment Including
Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value

 

Cost

 

Current
Value

 

 

Employer Securities:

 

 

 

 

 

 

 

*

 

Worthington Steel, Inc.

 

Common Stock – 473,135 - shares

 

N/A

 

$

16,381,756

 

 

 

Total Employer Securities

 

 

 

 

 

$

16,381,756

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

*

 

Fidelity 500 Index Fund

 

Mutual Fund – 281,193 - shares

 

N/A

 

$

66,845,156

 

*

 

Fidelity Mid Cap Index Fund

 

Mutual Fund – 311,007 - shares

 

N/A

 

 

11,485,475

 

*

 

Fidelity Small Cap Index Fund

 

Mutual Fund – 95,330 - shares

 

N/A

 

 

2,948,543

 

*

 

Fidelity Advisor Focused Emerging Markets Fund Class I

 

Mutual Fund – 99,605 - shares

 

N/A

 

 

4,233,222

 

*

 

Fidelity International Index Fund

 

Mutual Fund – 123,297 - shares

 

N/A

 

 

7,496,462

 

*

 

Fidelity Balanced Fund Class K

 

Mutual Fund – 825,466 - shares

 

N/A

 

 

26,530,493

 

*

 

Fidelity U.S. Bond Index Fund

 

Mutual Fund – 109,467 - shares

 

N/A

 

 

1,155,968

 

*

 

Fidelity Government Money Market Fund Class K6

 

Mutual Fund – 10,710 - shares

 

N/A

 

 

10,710

 

*

 

Fidelity Freedom Index 2010 Fund Premier II Class

 

Mutual Fund – 102,303 - shares

 

N/A

 

 

1,381,085

 

*

 

Fidelity Freedom Index 2015 Fund Premier II Class

 

Mutual Fund – 117,711 - shares

 

N/A

 

 

1,775,078

 

*

 

Fidelity Freedom Index 2020 Fund Premier II Class

 

Mutual Fund – 406,253 - shares

 

N/A

 

 

6,845,361

 

*

 

Fidelity Freedom Index 2025 Fund Premier II Class

 

Mutual Fund – 791,830 - shares

 

N/A

 

 

16,082,076

 

*

 

Fidelity Freedom Index 2030 Fund Premier II Class

 

Mutual Fund – 1,628,812 - shares

 

N/A

 

 

36,794,864

 

*

 

Fidelity Freedom Index 2035 Fund Premier II Class

 

Mutual Fund – 1,564,671 - shares

 

N/A

 

 

41,620,260

 

*

 

Fidelity Freedom Index 2040 Fund Premier II Class

 

Mutual Fund – 1,545,144 - shares

 

N/A

 

 

44,531,063

 

*

 

Fidelity Freedom Index 2045 Fund Premier II Class

 

Mutual Fund – 913,859 - shares

 

N/A

 

 

28,156,004

 

*

 

Fidelity Freedom Index 2050 Fund Premier II Class

 

Mutual Fund – 884,511 - shares

 

N/A

 

 

27,331,397

 

*

 

Fidelity Freedom Index 2055 Fund Premier II Class

 

Mutual Fund – 844,312 - shares

 

N/A

 

 

21,470,865

 

*

 

Fidelity Freedom Index 2060 Fund Premier II Class

 

Mutual Fund – 631,470 - shares

 

N/A

 

 

13,608,175

 

*

 

Fidelity Freedom Index 2065 Fund Premier II Class

 

Mutual Fund – 368,150 - shares

 

N/A

 

 

6,420,533

 

*

 

Fidelity Freedom Index 2070 Fund Premier II Class

 

Mutual Fund – 13,482 - shares

 

N/A

 

 

166,367

 

*

 

Fidelity Freedom Index Retirement Fund Premier II Class

 

Mutual Fund – 139,125 - shares

 

N/A

 

 

1,716,805

 

 

Dodge & Cox Stock Fund Class I

 

Mutual Fund – 2,541,360 - shares

 

N/A

 

 

42,161,166

 

 

Janus Henderson Enterprise Fund Class T

 

Mutual Fund – 10,592 - shares

 

N/A

 

 

1,476,257

 

 

 

Nationwide Geneva Small Cap Growth Fund Class R6

 

Mutual Fund – 90,986 - shares

 

N/A

 

 

7,121,497

 

 

 

Victory RS Partners Fund Class A

 

Mutual Fund – 327,677 - shares

 

N/A

 

 

8,935,746

 

 

MFS International Diversification Fund Class R3

 

Mutual Fund – 707,833 - shares

 

N/A

 

 

19,203,496

 

 

Victory Sycamore Established Value Fund Class Y

 

Mutual Fund – 12,279 - shares

 

N/A

 

 

552,821

 

 

PIMCO Income Fund Institutional Class

 

Mutual Fund – 686,294 - shares

 

N/A

 

 

7,542,374

 

 

Performance Trust Total Return Bond Fund Class Institutional

 

Mutual Fund – 356,994 - shares

 

N/A

 

 

7,100,606

 

 

Total Mutual Funds

 

 

 

 

 

$

462,699,925

 

 

 

 

 

 

 

 

 

 

 

Common Collective Trust:

 

 

 

 

 

 

 

 

Harbor Capital Appreciation CIT Class 5

 

Common Collective Trust – 3,672,688 - Units

 

N/A

 

 

75,069,749

 

 

Total Common Collective Trust

 

 

 

 

 

$

75,069,749

 

 

 

 

 

 

 

 

 

 

 

Pooled Separate Account:

 

 

 

 

 

 

 

 

New York Life Anchor Account

 

Pooled Separate Account – 21,730,253 - Units

 

N/A

 

$

21,730,253

 

 

Total Pooled Separate Account

 

 

 

 

 

$

21,730,253

 

 

 

 

 

 

 

 

 

 

 

Participant Notes Receivable:

 

 

 

 

 

 

 

*

 

Participant Notes Receivable

 

Interest rates of 4.25% - 10.25%

 

N/A

 

$

7,801,068

 

 

 

 

 

Due dates range from 2026 - 2035

 

 

 

 

 

 

Total Participant Notes Receivable

 

 

 

 

 

$

7,801,068

 

 

 

 

 

 

 

Total

 

 

 

 

$

583,682,751

 

*Party-in-Interest to the Plan

 

 

 

 

 

 

 

13



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EX-23

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