Sec Form 4 Filing - TILLMAN MICHAUNE D @ Worthington Steel, Inc. - 2023-12-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TILLMAN MICHAUNE D 2. Issuer Name and Ticker or Trading Symbol Worthington Steel, Inc. [ WS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, General Counsel and Secy (Last) (First) (Middle) 100 OLD WILSON BRIDGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2023 (Street) COLUMBUS, OH43085 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 12/01/2023( 1 ) A 14,208 ( 2 ) A 16,991 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-qualified stock option (right to buy) $ 9.58 12/01/2023( 1 ) A 3,229 ( 4 ) ( 5 ) 06/26/2025 Common Shares 3,229 ( 4 ) 3,229 D Non-qualified stock option (right to buy) $ 13.1 12/01/2023( 1 ) A 2,583 ( 4 ) ( 5 ) 06/30/2026 Common Shares 2,583 ( 4 ) 2,583 D Non-qualified stock option (right to buy) $ 14.79 12/01/2023( 1 ) A 2,260 ( 4 ) ( 5 ) 06/29/2027 Common Shares 2,260 ( 4 ) 2,260 D Non-qualified stock option (right to buy) $ 13.29 12/01/2023( 1 ) A 2,260 ( 4 ) ( 5 ) 06/28/2028 Common Shares 2,260 ( 4 ) 2,260 D Non-qualified stock option (right to buy) $ 12.05 12/01/2023( 1 ) A 3,875 ( 4 ) ( 5 ) 06/27/2029 Common Shares 3,875 ( 4 ) 3,875 D Non-qualified stock option (right to buy) $ 11.44 12/01/2023( 1 ) A 4,521 ( 4 ) ( 5 ) 06/25/2030 Common Shares 4,521 ( 4 ) 4,521 D Non-qualified stock option (right to buy) $ 18.64 12/01/2023( 1 ) A 2,583 ( 4 ) ( 6 ) 06/25/2031 Common Shares 2,583 ( 4 ) 2,583 D Non-qualified stock option (right to buy) $ 14.37 12/01/2023( 1 ) A 4,198 ( 4 ) ( 7 ) 06/24/2032 Common Shares 4,198 ( 4 ) 4,198 D Non-qualified stock option (right to buy) $ 21.51 12/01/2023( 1 ) A 2,260 ( 4 ) ( 8 ) 06/30/2033 Common Shares 2,260 ( 4 ) 2,260 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TILLMAN MICHAUNE D 100 OLD WILSON BRIDGE ROAD COLUMBUS, OH43085 VP, General Counsel and Secy Signatures /s/ Joseph Y. Heuer, as attorney-in-fact for Michaune D. Tillman 12/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 1, 2023, Worthington Enterprises, Inc. (f/k/a Worthington Industries, Inc.) ("WOR") completed a pro rata spin-off distribution (the "Distribution") of all of its common shares of the Issuer to the holders of record of WOR common shares as of November 21, 2023 (the "Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of November 30, 2023, by and between WOR and the Issuer (the "EMA"), all outstanding equity awards with respect to WOR common shares held by the Reporting Person were equitably adjusted and converted into equity awards with respect to the Issuer's common shares, with such equitable adjustments determined based on (i) the closing price of one WOR common share on the close of trading on November 30, 2023 and (ii) the closing price of one Issuer common share on December 1, 2023. ( 2 )Represents the grant of restricted stock of WS ("WS Restricted Shares") upon the conversion of restricted stock of WOR held by the Reporting Person as of December 1, 2023 in connection with the Distribution, in accordance with the terms of the EMA . The WS Restricted Shares were granted pursuant to the Worthington Steel, Inc. 2023 Long-Term Incentive Plan in a manner intended to preserve the aggregate intrinsic value of the awards, on generally the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding restricted stock of WOR. Includes (i) 2,906 WS Restricted Shares that vest on June 25, 2024, (ii) 4,844 WS Restricted Shares that vest on April 27, 2025, (iii) 3,875 WS Restricted Shares that vest on June 24, 2025 and (iv) 2,583 WS Restricted Shares that vest on June 30, 2026. ( 3 )Includes 2,783 of the Issuer's common shares received in connection with the Distribution in respect of WOR common shares held as of the Record Date. ( 4 )Represents the grant of stock options to purchase the Issuer's common shares ("WS Options") upon the conversion of stock options to purchase WOR common shares ("WOR Options") in connection with the Distribution, in accordance with the terms of the EMA. The WS Options were granted pursuant to the Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan (the "NQ Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding WOR Options. ( 5 )Fully vested and currently exercisable. ( 6 )Corresponds to the remaining portion of WOR Options initially granted on June 25, 2021 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 25, 2022, June 25, 2023 and June 25, 2024. ( 7 )Corresponds to the remaining portion of WOR Options initially granted on June 24, 2022 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 24, 2023, June 24, 2024 and June 24, 2025. ( 8 )Corresponds to the remaining portion of WOR Options initially granted on June 30, 2023 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 30, 2024, June 30, 2025 and June 25, 2026.

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