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NYSE: WS Worthington Steel, Inc. 8-K

Worthington Steel completes €576M acquisition of 60.86% stake in Germany's Klöckner

Filed June 3, 2026 · Period ending June 3, 2026 · ~2 min read

Key Changes

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    Worthington Steel acquired 52.4 million Klöckner shares at €11.00 each, bringing total ownership to 60.86% of the German steel company for €576.3 million. Transaction funded through notes offerings in USD and EUR, term loan borrowings, and cash on hand.

    Item 2.01: Acquisition Completion verify on EDGAR →
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    Despite majority ownership, Worthington cannot yet control Klöckner operations. German law requires Klöckner's management to remain independent during transition period until a Domination and Profit/Loss Transfer Agreement (DPLTA) is executed and approved.

    Item 2.01: Transition Period verify on EDGAR →
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    Planned DPLTA would grant Worthington control over Klöckner management and rights to annual profits, but requires 75% shareholder vote, court-appointed valuation, and other German legal approvals. Company acknowledges uncertainty about timing and completion.

    Item 2.01: DPLTA Structure verify on EDGAR →

2 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Source-verified from EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify