Worthington Steel, Inc. · NYSE:WS
Worthington Steel — Merger or Acquisition (January 2026)
19 slides from Worthington Steel's merger presentation, Jan 16, 2026
Slide 1: Worthington Steel to Acquire Kloeckner & Co
Worthington Steel to Acquire Kloeckner & Co January 16, 2026
Slide 2: Disclaimer
Disclaimer Important Information Forward-Looking Statements This presentation constitutes neither an offer to purchase nor a solicitation of an offer to sell Klöckner & Co. SE (“Klöckner”) shares. The final provisions relating This presentation includes forward-looking statements, including forward-
Slide 3: Acquisition of Kloeckner & Co accelerates Worthington Steel's growth strategy
Accelerates Worthington Steel’s growth strategy ► Creates the second largest Service Center in North America ► Expands and diversifies geographic footprint, product offering Acquisition of and end markets served Kloeckner & Co • Enhances ability to serve Southern US • Adds long products, plate, alum
Slide 4: Kloeckner acquisition aligns with Worthington Steel's acquisition criteria
Kloeckner acquisition aligns with Worthington Steel's acquisition criteria WS Acquisition Criteria Kloeckner Strategic Fit Well-run, successful companies with • Advanced in its transition into a high value-added processor with a streamlined asset footprint strong management teams • Strong leadership
Slide 5: Kloeckner is a leading independent metals processor
Kloeckner is a leading independent metals processor Corporate Overview Operations Snapshot Operating Segments TTM Shipments: 4.2 Million tons1 ~110 locations and ~6,000 employees Americas Europe TTM Sales: $6.3B1 across North America and Europe Listed on the Frankfurt Stock Exchange 1.0 4.2 (Ticker:
Slide 6: Kloeckner has a diversified product and end market offering
Kloeckner has a diversified product and end market offering… Products and End Markets Geographic Footprint • Meaningful presence TTM Sales by Product1 in carbon flat-roll in North America 11% Flat Roll North America • USA: ~40 facilities 7% Longs • Growing electrical Tubular • Mexico: ~10 facilities
Slide 7: Advanced in its transition to a high value-added processor and fabricator
…advanced in its transition to a high value-added processor and fabricator… • Strategic Acquisition of Acquisition Acquisition of expansion in National Material of Amerinox Acquisition of IMS, Haley Tool & Mexico Acquisitions of Mexico (US) Sol Components Stamping • Downstream (US) (US) focused bolt
Slide 8: A strong pipeline of high value-added growth projects
... and a strong pipeline of high value-added growth projects Selected strategic initiatives focused on expanding value-added capabilities Aluminum Processing Facility in Columbus, MS • Co-located on campus of Aluminum Dynamics (a Steel Dynamics company) 200,000 sq. ft. • 250K tons of flat-roll alum
Slide 9: Combination diversifies products & end markets - extends geographic reach
Combination diversifies products & end markets - extends geographic reach Product Capabilities and End Market Exposure Geographic Footprint Adds new product WS Standalone Pro Forma Complementary asset footprint capabilities 8% - Aluminum Sales by 5% 7% Extends WS’s geographic reach in Southern
Slide 10: Acquisition positions Worthington Steel as the clear #2 service center in N.A.
Acquisition positions Worthington Steel as the clear #2 service center in N.A. Top Metal Service Centers in North America – CY 2024 Sales ($B) 13.8 7.5 6.5 4.2 3.9 3.4 3.3 3.2 3.1 2.9 2.1 Pro Forma Source: Metal Center News (2025 Top 50 Service Centers Report) 9
Slide 11: Transaction Summary
• Combined Sales of $9.5B, EBITDA Margin of 7.0% including run- Transaction Summary Financial rate synergies2 Impact • Expected to be substantially accretive to Worthington Steel’s EPS within the first full year of operation • All cash acquisition of Kloeckner at €11 per • ~$150M of expected annual
Slide 12: Increases scale while maintaining margins above 7%
Increases scale while maintaining margins above 7% Enhanced Worthington Steel TTM PF Sales ($B)1,2 TTM PF Adj. EBITDA ($M)1,2,ǂ Business Profile EBITDA Margin 7.7%3 4.2% 7.0% • Expanded scale and geographic reach combined with product and 6.3 9.5 end market diversification 665 150 • Increased busine
Slide 13: Significant synergy opportunity in North America
Significant synergy opportunity in North America • Sourcing optimization • Expanded cross-selling in • Direct and indirect electrical steel, aluminum, Commercial Procurement spend stainless and fabrication Process Synergies ~$55M • Optimization of scrap • Streamlining of product management portfolio
Slide 14: Acquisition backed by significant asset base
Acquisition backed by significant asset base Asset Coverage ($B) Kloeckner Book Value of NWC + Acquisition EV1 Fixed Assets2 $2.8 >70% of Acquisition $2.4 Fixed Assets $1.1 Americas: $556M Enterprise Value Europe: $591M backed by highly liquid Net Net Working Capital Working Capital >70% Americas: $
Slide 15: Overview of Transaction Process
Overview of Transaction Process 100% cash tender offer in Germany Transaction Execution • Acquisition to be executed via a tender offer in accordance with the German Takeover Rules Tender • Minimum offer acceptance threshold of 65% Offer • Kloeckner shareholder representing ~42% of its share capital
Slide 16: Robust Cash Flow Generation to Support Deleveraging Plan
Robust Cash Flow Generation to Support Deleveraging Plan Net Leverage1,ǂ Deleveraging Strategy • Immediate post transaction focus on deleveraging from ~4.0x ~4.0x expected net leverage at closing1,ǂ • Target net leverage ratio of <2.5xǂ • Significant prepayable debt in capital structure to facilitat
Slide 17: Acquisition of Kloeckner & Co accelerates Worthington Steel's growth strategy
Accelerates Worthington Steel’s growth strategy ► Creates the second largest Service Center in North America ► Expands and diversifies geographic footprint, product offering Acquisition of and end markets served Kloeckner & Co • Enhances ability to serve Southern US • Adds long products, plate, alum
Slide 18: Appendix
JPR DUC APPENDIX
Slide 19: Reconciliation of Non-GAAP Financial Measures
Reconciliation of Non-GAAP Financial Measures These materials present certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles, or GAAP. Management believes these non-GAAP measures provide useful supplemental information on the performance o
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