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NYSE: WS Worthington Steel, Inc. 8-K

Worthington Steel opens delisting tender for remaining Kloeckner shares at EUR 11.00

Filed July 15, 2026 · Period ending July 15, 2026 · ~1 min read

3 key changes 3 high relevance 2 sections

Key Changes

  • high

    Acceptance period runs July 15–August 12, 2026 for Worthington Steel's EUR 11.00 per share cash offer to acquire the ~38% of Kloeckner it doesn't already own; offer has no minimum acceptance threshold or closing conditions.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →
  • high

    Worthington Steel currently holds ~62% of Kloeckner following completion of a voluntary takeover offer on June 3, 2026; this delisting offer targets remaining minority shareholders.

    Exhibit 99.1 view on EDGAR →
  • high

    Post-delisting, Kloeckner shares will no longer trade on regulated German markets or comparable foreign exchanges, significantly reducing liquidity and price discovery for non-tendering shareholders.

    Exhibit 99.1 view on EDGAR →

Summary

Worthington Steel has opened the acceptance period for a public delisting tender offer targeting the remaining ~38% of Kloeckner & Co SE shares it doesn't already own, following German regulatory approval. The offer price is EUR 11.00 per share in cash, with an acceptance window running through August 12, 2026. The offer is unconditional—no minimum acceptance threshold, no closing conditions—meaning Worthington Steel will purchase all tendered shares regardless of participation level.

For Worthington Steel shareholders, this is a consolidation move following the company's June 2026 takeover that gave it ~62% ownership. The delisting itself has no direct financial impact on Worthington Steel's U.S.-listed equity, but it signals the company's intent to take full control of its German steel distribution subsidiary and eliminate minority interests. The filing notes that once delisting becomes effective, Kloeckner shares will lose regulated-market trading access in Germany and abroad, sharply reducing liquidity for any minority holders who don't tender—a standard squeeze-out dynamic in European delisting offers.

Section-by-Section Diff

Event · Exhibit 99.1

4 Added
Added Delisting tender offer acceptance period high

Added in current filing · view on EDGAR →

Starting today, Kloeckner shareholders can accept the Delisting Offer by tendering their shares for a cash consideration of EUR 11.00 per Kloeckner share. The acceptance period runs from July 15, 2026 to August 12, 2026, 24:00 hrs (Frankfurt am Main local time) / 18 hrs (New York local time).

Worthington Steel has opened the acceptance period for its public delisting tender offer for all outstanding shares of Kloeckner & Co SE not already owned by Worthington Steel. The offer price is EUR 11.00 per share in cash, and shareholders have until August 12, 2026 to tender their shares. The offer document has been approved by the German Federal Financial Supervisory Authority (Bafin).

Added Current ownership stake high

Added in current filing · view on EDGAR →

Worthington Steel currently holds approximately 62% of Kloeckner’s outstanding shares following the completion of its Voluntary Public Takeover Offer on June 3, 2026.

Worthington Steel already owns approximately 62% of Kloeckner's outstanding shares after completing a voluntary public takeover offer on June 3, 2026. This delisting offer targets the remaining 38% of shares held by other shareholders.

Added Offer terms and conditions medium

Added in current filing · view on EDGAR →

The Delisting Offer is not subject to any closing conditions and does not include a minimum acceptance threshold.

The delisting offer is unconditional and has no minimum acceptance threshold, meaning Worthington Steel will purchase all tendered shares regardless of the participation level. This provides certainty to shareholders who wish to exit their positions.

Added Post-delisting liquidity impact high

Added in current filing · view on EDGAR →

Following the effectiveness of the delisting, Kloeckner shares will no longer be admitted to trading on a regulated market in Germany or on a comparable market abroad, which may result in significantly reduced liquidity and limited price discovery for Kloeckner shares.

After the delisting becomes effective, Kloeckner shares will no longer trade on regulated markets in Germany or comparable markets abroad. This will significantly reduce liquidity and limit price discovery for any shareholders who do not tender their shares, making it more difficult to sell shares in the future.

Event · Item 7.01 — Regulation FD Disclosure

~200 words

Worthington Steel opens acceptance period for delisting tender offer for remaining Klöckner shares after German regulatory approval.

1 Added
Added Klöckner delisting tender offer high

Added in current filing · verify on EDGAR →

On July 15, 2026, Worthington Steel, Inc., an Ohio corporation (the “Company” or “Worthington Steel”) issued a press release announcing the opening of the acceptance period for the public delisting tender offer (“Delisting Offer”) for all outstanding shares of Klöckner & Co SE, a European stock corporation (societas europaea) organized under the laws of Germany (“Kloeckner”) not already held by Worthington Steel, by Worthington Steel GmbH, a limited liability company established under German law (Gesellschaft mit beschränkter Haftung) (“Bidder”) and a wholly owned indirect subsidiary of Worthington Steel, following approval of the offer document for the Delisting Offer (the “Delisting Offer Document”) by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “Bafin”) and publication in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”).

Worthington Steel has opened the acceptance period for a public delisting tender offer targeting all outstanding shares of Klöckner & Co SE not already owned by Worthington Steel. The offer is being made through a wholly owned German subsidiary and has received approval from the German Federal Financial Supervisory Authority. This represents a move to acquire the remaining minority stake in Klöckner and potentially delist the company from public trading in Germany.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 16, 2026 · How we verify