v3.26.3
Subsequent Events
3 Months Ended
Aug. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 19 – Subsequent Events

On September 3, 2026, Kloeckner Metals Service Centers de Mexico, S. de R.L. de C.V. (“KMSCM”) and Kloeckner Specialty Metals de Mexico, S. de R.L. de C.V. (“KSM”), an indirect subsidiary of the Company acquired in connection with the Kloeckner Acquisition, entered into Amendment No. 2 to the Loan and Security Agreement governing the ABL Mexico Facility. The amendment increased aggregate commitments under the facility by $35.0 million, to $150.0 million, and added two additional locations to the borrowing base. The amendment also revised the applicable interest rate margin under the facility's pricing grid, which is based on the Company's Net Debt/EBITDA ratio and now ranges from 1.85% to 3.00% per annum, as compared to 1.75% to 2.45% under the prior grid. In connection with the amendment, KMSCM and KSM granted a security interest in certain U.S.-located accounts, inventory, and deposit accounts to HSBC Bank USA, National Association, as U.S. collateral agent.

On September 8, 2026, Worthington Steel GmbH entered into a DPLTA with Kloeckner. The DPLTA is not currently effective. An extraordinary general meeting of Kloeckner shareholders to vote on approval of the DPLTA is expected to take place on October 23, 2026. Its effectiveness remains subject to the required shareholder approvals and registration with the commercial register at Kloeckner’s registered seat and cannot occur before January 1, 2027. If and when the DPLTA becomes effective and subject to applicable law, Worthington Steel GmbH will be entitled to issue binding instructions to Kloeckner’s management board, Kloeckner generally will be required to transfer its annual profits to Worthington Steel GmbH and Worthington Steel GmbH generally will be required to absorb Kloeckner’s annual losses. Until the DPLTA becomes effective, Kloeckner continues to operate subject to applicable German law, which limits certain actions the Company may take with respect to its operations.

Under the DPLTA, once effective, each outside Kloeckner shareholder will be entitled to elect either to tender its shares for cash compensation of €11.00 per share or to receive recurring annual compensation of €0.67 per share on a gross basis for each full fiscal year of Kloeckner. The adequacy of both forms of compensation may be challenged by outside shareholders in appraisal proceedings under German law, which could result in higher compensation amounts.

On October 6, 2026, Worthington Steel's Board of Directors (the “Board”) declared a quarterly cash dividend of $0.16 per common share payable on December 28, 2026, to shareholders of record at the close of business on December 14, 2026.

On October 7, 2026, the Company terminated two existing cross-currency swaps designated as net investment hedges with an aggregate notional amount of €760.0 million and simultaneously entered into replacement swaps effective October 9, 2026 with the same euro-denominated notional amounts, but with revised interest rates. One cross-currency swap has a notional value of €700.0 million to $781.8 million with an unchanged maturity date of May 31, 2031. The other cross-currency swap has a notional value of €60.0 million to $67.0 million with an unchanged maturity date of November 29, 2030. The replacement cross-currency swaps were designated as net investment hedges of the Company’s investments in Worthington Steel GmbH and Sitem Group. The terminations resulted in aggregate cash settlement proceeds of approximately $10.4 million.

In October 2026, the Company entered into a definitive agreement to sell its Becker operations, which are classified as discontinued operations in this filing, in a transaction expected to generate approximately €75 million (approximately $84 million) of total proceeds, consisting of approximately €48 million (approximately $54 million) in cash and €27 million (approximately $30 million) of deferred consideration. The transaction is expected to close in calendar year 2026, subject to customary closing conditions and adjustments.