Stock-Based Compensation (Tables)
|
12 Months Ended |
May 31, 2026 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| Schedule of Non-qualified Stock Options Granted |
The table below sets forth the non-qualified stock options granted during each of the last three fiscal years. For each grant, the exercise price was equal to the closing market price of the underlying common shares at the respective grant date. The calculated pre-tax stock-based compensation expense for these stock options will be recognized on a straight-line basis over the three-year vesting period of the stock options.
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 (1) |
|
2025 |
|
|
2024 |
|
Granted |
|
n/a |
|
|
54,200 |
|
|
|
58,000 |
|
Weighted average exercise price, per common share |
|
n/a |
|
$ |
44.38 |
|
|
$ |
68.68 |
|
Weighted average grant date fair value, per common share |
|
n/a |
|
$ |
16.38 |
|
|
$ |
25.61 |
|
Pre-tax stock-based compensation expense |
|
n/a |
|
$ |
888 |
|
|
$ |
1,485 |
|
(1)No non-qualified stock options were granted during fiscal 2026.
|
| Schedule of Assumptions Used to Determine Fair Value of Stock Options |
The weighted average fair value of stock options granted in fiscal 2026, fiscal 2025 and fiscal 2024 was based on the following weighted average assumptions:
|
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|
|
|
|
|
|
|
|
|
|
|
2026 (1) |
|
2025 |
|
|
2024 |
|
Dividend yield |
|
n/a |
|
|
1.34 |
% |
|
|
2.34 |
% |
Expected volatility |
|
n/a |
|
|
36.90 |
% |
|
|
42.62 |
% |
Risk-free interest rate |
|
n/a |
|
|
3.97 |
% |
|
|
4.04 |
% |
Expected life (years) |
|
n/a |
|
|
6.0 |
|
|
|
6.0 |
|
(1)No non-qualified stock options were granted during fiscal 2026.
|
| Summary of Stock Option Activity |
The following tables summarize our stock option activity for the prior three fiscal years:
|
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|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
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|
|
|
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|
|
Number of
Stock
Options |
|
|
Weighted
Average
Exercise
Price |
|
|
Number of
Stock
Options |
|
|
Weighted
Average
Exercise
Price |
|
|
Number of
Stock
Options |
|
|
Weighted
Average
Exercise
Price |
|
Outstanding, beginning of year |
|
|
421,618 |
|
|
$ |
33.11 |
|
|
|
520,480 |
|
|
$ |
29.67 |
|
|
|
573,330 |
|
|
$ |
42.61 |
|
Converted to Worthington Steel common shares (1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(61,032 |
) |
|
|
51.44 |
|
Separation related adjustment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
254,361 |
|
|
|
- |
|
Granted |
|
|
- |
|
|
|
- |
|
|
|
54,200 |
|
|
|
44.38 |
|
|
|
58,000 |
|
|
|
68.68 |
|
Exercised |
|
|
(31,763 |
) |
|
|
28.28 |
|
|
|
(151,646 |
) |
|
|
25.29 |
|
|
|
(296,664 |
) |
|
|
31.98 |
|
Forfeited |
|
|
- |
|
|
|
- |
|
|
|
(1,416 |
) |
|
|
37.08 |
|
|
|
(7,515 |
) |
|
|
45.91 |
|
Outstanding, end of year |
|
|
389,855 |
|
|
$ |
33.51 |
|
|
|
421,618 |
|
|
$ |
33.11 |
|
|
|
520,480 |
|
|
$ |
29.67 |
|
Exercisable at end of year |
|
|
359,640 |
|
|
$ |
32.39 |
|
|
|
360,948 |
|
|
$ |
31.34 |
|
|
|
400,879 |
|
|
$ |
27.23 |
|
(1) Effective as of the Distribution, each outstanding stock option held by a then-current or former employee or service provider of Worthington Steel was converted into a stock option denominated in the common shares of Worthington Steel.
|
| Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range |
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Weighted |
|
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|
|
|
|
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|
|
Average |
|
|
|
|
|
|
|
|
|
Remaining |
|
|
Aggregate |
|
|
|
Number of |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Stock |
|
|
Life |
|
|
Value |
|
|
|
Options |
|
|
(In years) |
|
|
(In thousands) |
|
May 31, 2026 |
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
389,855 |
|
|
|
2.33 |
|
|
$ |
9,075 |
|
Exercisable |
|
|
359,640 |
|
|
|
1.88 |
|
|
$ |
8,770 |
|
|
|
|
|
|
|
|
|
|
|
May 31, 2025 |
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
421,618 |
|
|
|
3.24 |
|
|
$ |
10,877 |
|
Exercisable |
|
|
360,948 |
|
|
|
2.37 |
|
|
$ |
9,952 |
|
|
|
|
|
|
|
|
|
|
|
May 31, 2024 |
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
520,480 |
|
|
|
4.11 |
|
|
$ |
14,245 |
|
Exercisable |
|
|
400,879 |
|
|
|
2.82 |
|
|
$ |
11,945 |
|
|
| Summary of Non-Vested Stock Option Awards |
The following table summarizes information about non-vested stock option awards for fiscal 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Grant Date |
|
|
|
|
|
|
Fair Value |
|
|
|
Number of |
|
|
Per |
|
|
|
Stock Options |
|
|
Common Share |
|
Non-vested, beginning of year |
|
|
60,670 |
|
|
$ |
16.23 |
|
Granted |
|
|
- |
|
|
|
- |
|
Vested |
|
|
(30,455 |
) |
|
|
15.04 |
|
Forfeited |
|
|
- |
|
|
|
- |
|
Non-vested, end of year |
|
|
30,215 |
|
|
$ |
17.43 |
|
(1)Effective as of the Distribution, each outstanding stock option held by a then-current or former employee or service provider of Worthington Steel was converted into a stock option denominated in the common shares of Worthington Steel.
|
| Schedule of Service-Based Restricted Common Shares Granted |
The table below sets forth the service-based restricted common shares granted under the Plans during each of the past three fiscal years. The calculated pre-tax stock-based compensation expense for these restricted common shares will be recognized on a straight-line basis over their respective three-year service periods.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
Granted |
|
|
124,825 |
|
|
|
307,745 |
|
|
|
217,915 |
|
Weighted average grant date fair value, per common share |
|
$ |
58.16 |
|
|
$ |
45.17 |
|
|
$ |
64.45 |
|
Pre-tax stock-based compensation |
|
$ |
7,260 |
|
|
$ |
13,901 |
|
|
$ |
14,046 |
|
|
| Summary of Activity for Service-Based Restricted Common Shares |
The following table summarizes the activity for service-based restricted common shares for the past three fiscal years:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
2026 |
|
|
2025 |
|
|
2024 |
|
|
|
Restricted
Common
Shares |
|
|
Weighted
Average
Grant
Date Fair
Value |
|
|
Restricted
Common
Shares |
|
|
Weighted
Average
Grant
Date Fair
Value |
|
|
Restricted
Common
Shares |
|
|
Weighted
Average
Grant
Date Fair
Value |
|
Outstanding, beginning of year |
|
|
578,703 |
|
|
$ |
41.15 |
|
|
|
574,832 |
|
|
$ |
36.43 |
|
|
|
800,400 |
|
|
$ |
47.39 |
|
Converted to Worthington Steel common shares (1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(296,100 |
) |
|
|
51.46 |
|
Separation related adjustment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
219,460 |
|
|
|
- |
|
Granted |
|
|
124,825 |
|
|
|
58.16 |
|
|
|
307,745 |
|
|
|
45.17 |
|
|
|
217,915 |
|
|
|
64.45 |
|
Vested |
|
|
(258,110 |
) |
|
|
34.57 |
|
|
|
(289,772 |
) |
|
|
36.16 |
|
|
|
(344,870 |
) |
|
|
39.22 |
|
Forfeited |
|
|
(10,623 |
) |
|
|
46.03 |
|
|
|
(14,102 |
) |
|
|
38.64 |
|
|
|
(21,973 |
) |
|
|
45.65 |
|
Outstanding, end of year |
|
|
434,795 |
|
|
$ |
49.82 |
|
|
|
578,703 |
|
|
$ |
41.15 |
|
|
|
574,832 |
|
|
$ |
36.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average remaining contractual life of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding restricted common shares (in years) |
|
|
1.09 |
|
|
|
|
|
|
1.19 |
|
|
|
|
|
|
1.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value of outstanding restricted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common shares |
|
$ |
24,683 |
|
|
|
|
|
$ |
34,091 |
|
|
|
|
|
$ |
32,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value of restricted common |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares vested during the year |
|
$ |
15,523 |
|
|
|
|
|
$ |
12,744 |
|
|
|
|
|
$ |
21,708 |
|
|
|
|
(1)Effective as of the Distribution, each restricted stock award held by an employee or director of Worthington Steel was converted into a restricted stock award covering Worthington Steel common shares.
|
| Schedule of Weighted Average Assumptions Used to Determine Grant Date Fair Value of Special PSAs |
The following weighted average assumptions were used to determine the grant date fair value of special PSAs granted in fiscal 2026, fiscal 2025, and fiscal 2024.
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
|
2025 (1) |
|
2024 |
|
Dividend yield |
|
1.19 |
% |
|
n/a |
|
|
1.05 |
% |
Expected volatility |
|
38.0 |
% |
|
n/a |
|
|
33.9 |
% |
Risk-free interest rate |
|
3.68 |
% |
|
n/a |
|
|
4.52 |
% |
(1)No special PSAs were granted during fiscal 2025.
|
| Summary of Activity for Special PSAs |
The following table summarizes our special PSAs for the past three fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
|
|
|
|
Grant |
|
|
|
|
|
Grant |
|
|
|
|
|
Grant |
|
|
Special |
|
|
Date Fair |
|
|
Special |
|
|
Date Fair |
|
|
Special |
|
|
Date Fair |
|
|
PSAs |
|
|
Value |
|
|
PSAs |
|
|
Value |
|
|
PSAs |
|
|
Value |
|
Outstanding, beginning of year |
|
141,697 |
|
|
$ |
40.57 |
|
|
|
260,384 |
|
|
$ |
31.40 |
|
|
|
330,000 |
|
|
$ |
22.03 |
|
Separation related adjustment |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
34,424 |
|
|
|
- |
|
Granted |
|
92,500 |
|
|
|
45.39 |
|
|
|
- |
|
|
|
- |
|
|
|
165,960 |
|
|
|
42.82 |
|
Vested |
|
(15,737 |
) |
|
|
22.55 |
|
|
|
(78,687 |
) |
|
|
9.09 |
|
|
|
(270,000 |
) |
|
|
22.96 |
|
Forfeited |
|
- |
|
|
|
- |
|
|
|
(40,000 |
) |
|
|
42.82 |
|
|
|
- |
|
|
|
- |
|
Outstanding, end of year |
|
218,460 |
|
|
$ |
43.91 |
|
|
|
141,697 |
|
|
$ |
40.57 |
|
|
|
260,384 |
|
|
$ |
31.40 |
|
Weighted average remaining contractual life of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding market-based common shares |
|
1.38 |
|
|
|
|
|
|
1.66 |
|
|
|
|
|
|
2.11 |
|
|
|
|
(in years) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value of outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
market-based common shares |
$ |
12,402 |
|
|
|
|
|
$ |
8,347 |
|
|
|
|
|
$ |
14,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value of market-based common |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares vested during the year |
$ |
947 |
|
|
|
|
|
$ |
3,363 |
|
|
|
|
|
$ |
18,152 |
|
|
|
|
|
| Performance Shares Granted |
The table below sets forth the performance shares we granted (at target levels) during fiscal 2026, fiscal 2025 and fiscal 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
Granted |
|
|
53,130 |
|
|
|
42,100 |
|
|
|
116,353 |
|
Weighted average grant date fair value, per common share |
|
$ |
63.89 |
|
|
$ |
44.36 |
|
|
$ |
52.36 |
|
Pre-tax stock-based compensation expense |
|
$ |
3,395 |
|
|
$ |
1,868 |
|
|
$ |
6,093 |
|
|
| Summary of Performance Share Award Activity |
The following table summarizes our performance share award activity for the past three fiscal years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|
|
Performance
Shares |
|
|
Weighted
Average
Grant
Date Fair
Value |
|
|
Performance
Shares |
|
|
Weighted
Average
Grant
Date Fair
Value |
|
|
Performance
Shares |
|
|
Weighted
Average
Grant
Date Fair
Value |
|
Outstanding, beginning of year |
|
|
73,780 |
|
|
$ |
41.16 |
|
|
|
140,526 |
|
|
$ |
37.55 |
|
|
|
171,474 |
|
|
$ |
46.37 |
|
Converted to Worthington Steel common shares (1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(38,900 |
) |
|
|
56.99 |
|
Separation related adjustment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
59,232 |
|
|
|
- |
|
Granted (2) |
|
|
53,130 |
|
|
|
63.89 |
|
|
|
75,854 |
|
|
|
41.34 |
|
|
|
116,353 |
|
|
|
52.36 |
|
Vested |
|
|
(23,324 |
) |
|
|
32.57 |
|
|
|
(71,173 |
) |
|
|
37.74 |
|
|
|
(145,464 |
) |
|
|
38.91 |
|
Forfeited |
|
|
(3,577 |
) |
|
|
33.03 |
|
|
|
(71,427 |
) |
|
|
37.66 |
|
|
|
(22,169 |
) |
|
|
40.18 |
|
Outstanding, end of year |
|
|
100,009 |
|
|
$ |
55.73 |
|
|
|
73,780 |
|
|
$ |
41.16 |
|
|
|
140,526 |
|
|
$ |
37.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average remaining contractual life of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding performance shares (in years) |
|
|
1.83 |
|
|
|
|
|
|
1.51 |
|
|
|
|
|
|
1.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value of outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
performance shares |
|
$ |
5,678 |
|
|
|
|
|
$ |
4,346 |
|
|
|
|
|
$ |
8,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value of performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares vested during the year |
|
$ |
3,439 |
|
|
|
|
|
$ |
3,395 |
|
|
|
|
|
$ |
10,165 |
|
|
|
|
(1)Effective as of the Distribution, each performance share award held by an employee or director of Worthington Steel was converted into a restricted stock award covering Worthington Steel shares. (2)Includes common shares related to previously granted awards that paid out at percentages above target levels.
|