Worthington Steel, Inc. · NYSE:WS
Worthington Steel — Debt Investor Presentation (May 2026)
56 slides from Worthington Steel's debt investor presentation, May 18, 2026
Slide 1: Worthington Steel Debt Investor Presentation
Worthington Steel Debt Investor Presentation May 18, 2026
Slide 2: Disclaimer
Disclaimer Important Information, Forward-Looking Statements & Non-GAAP Information This presentation and its contents are confidential and proprietary to Worthington Steel, Inc. (the “Company,” “Worthington Steel,” “we” and “our”), and no part of it or its subject matter may be reproduced, redistri
Slide 3: Presenters
Presenters • Geoff joined Worthington Industries in 1998 and has led the company as President and CEO since 2023 • Prior to his appointment to CEO, Geoff was the Executive Vice President and Chief Operating Officer of Worthington Industries • Geoff earned a bachelor’s degree from Valparaiso Universi
Slide 4: Agenda
Agenda I Transaction Overview II Worthington Steel Overview III Klöckner & Co SE Overview IV Acquisition Rationale and Go Forward Strategy V Key Credit Highlights VI Financial Summary VII Appendix 4
Slide 5: Transaction Overview
WORTHINGTON STEEL TRANSACTION OVERVIEW
Slide 6: Transaction Overview
Transaction Overview • On January 15th, 2026, Worthington Steel, Inc. (NYSE: WS, “Worthington Steel” or the “Company”) entered into a definitive agreement to acquire publicly traded, German-domiciled, Klöckner & Co SE (ETR: KCO, “Klöckner”, or the “Target”) via a public tender offer by Worthington S
Slide 7: Tender Process and Regulatory Overview
Tender Process and Regulatory Overview Tender Process and Regulatory Overview • Under German Takeover Code (the “Code”) acquisitions of German domiciled companies is done via a Voluntary Tender Offer (“VTO”) • At conclusion of the VTO Acceptance Period on April 14th, the Company had secured approxim
Slide 8: DPLTA Voting Math
DPLTA Voting Math The Company believes there is a low risk of DPLTA vote failing even based on conservative assumptions Potential Klöckner Shareholding as at DPLTA Vote Tendered / Owned Shares at the end of Offer Period 61.9% • Per results as of 4/16 Addl. Shares Acquired by DPLTA Vote -- • Conserva
Slide 9: Sources & Uses and Pro Forma Capitalization
Sources & Uses and Pro Forma Capitalization Sources & Uses Pro Forma Capitalization ($ in MM) ($ in MM) Worthington Steel Klöckner Trans. Pro Forma x Further Sources $ 2/28/26 x Adj. EBITDA*¹ 3/31/26 x EBITDA**² Adj.³ $ Adj. EBITDA*⁴ New Term Loan B due 2033 $500 Cash & Cash Equivalents $90 $62 $281
Slide 10: Worthington Steel Overview
lJ @_ WORTHINGTON me. STEEL WORTHINGTON STEEL OVERVIEW
Slide 11: It all started in 1955 in Worthington, Ohio
It all started in 1955 in Worthington, Ohio • John H. McConnell was a US military veteran, Michigan State football player, and Weirton Steel salesperson • Mr. Mac left Weirton and set out on his own as a steel broker • His first order was 140,000 lbs of excess steel purchased using the $1,200 he had
Slide 12: Our Philosophy
OUR PHILOSOPHY adopted in 1961, is the foundation of our culture EARNINGS SUPPLIERS • The first corporate goal for Worthington Steel is to earn money for its • We cannot operate profitably without those who supply the quality materials shareholders and increase the value of their investment we need
Slide 13: Worthington Steel at a Glance
Worthington Steel at a Glance Overview LTM Key Financial Metrics1 • Worthington Steel is one of North America’s premier value- added metals processors with a diversified range of highly- technical products and services $3.3B $257MM − Separated from Worthington Industries in 2023 Revenue Adj. EBITDA2
Slide 14: We Occupy a Unique Position in the Steel Supply Chain
We Occupy a Unique Position in the Steel Supply Chain WORTHINGTON STEEL Mills OPERATIONS Service Centers Customized value-added services Hot Roll Specialty Dimensional Conversion Processing Processing Melt Warehouse/ Pickling / scale removal Specialty cold rolling, Slitting to Width Hot Roll Coil te
Slide 15: Worthington Steel End Market and Geographic Overview
Worthington Steel End Market and Geographic Overview End Markets and Geography Geographic Footprint • Premier processor of FY25 Sales by End Market1 carbon flat-rolled North America steel in North America Auto & Heavy Truck • USA: 19 facilities 20% • Mexico: 7 facilities • Diversified customer 3% Co
Slide 16: Building A Differentiated Steel Processing Company
Building A Differentiated Steel Processing Company 1971 Worthington Steel changed its name to Worthington Industries Launched Transformation, Worthington Steel to reflect new areas of Worthington Steel Worthington’s proprietary, fact- founded in 1955 with business begins driving value based, continu
Slide 17: Transformation Continuous Improvement Program is a Key Differentiator
Worthington Steel’s Proprietary Continuous Improvement Program, Transformation, is a Key Differentiator Driving Operational Excellence Data-driven and accountability-focused, Transformation launched in 2008 and is a key part of Worthington Steel’s integration playbook What is Transformation? How We
Slide 18: Worthington Steel Value-Added Processing Capabilities and Services
Worthington Steel Value-Added Processing Capabilities and Services 90% of Worthington Steel’s direct-sale shipments run through at least two value-added processes Hot Roll Conversion Specialty Processing Dimensional Processing Processed at low temperatures, Uses rotary knives to cut wide Prepares st
Slide 19: Joint Ventures Expand Our Processing Capabilities and Reach
Joint Ventures Expand Our Processing Capabilities and Reach Spartan Steel Coating TWB WSCP1 Serviacero Worthington (52%)2 (55%)2 (63%)2 (50%)2 Partner: Partner: Partner: Partner: • A cold-rolled, hot-dipped coating • Tailor welded products for the • Pickling and slitting for the • Pickling, heavy ga
Slide 20: Klöckner Overview
lJ @_ WORTHINGTON me. STEEL KLOCKNER OVERVIEW
Slide 21: Klöckner at a Glance
Klöckner at a Glance Overview LTM Key Financial Metrics1 • Founded in 1906, Klöckner is one of the world's largest distributors of steel and metal products, and one of the top three service centers in North America $7.3B $204MM EBITDA before material • Operates over 110 distribution and processing f
Slide 22: Klöckner's Shift to Value-Added Processing Through M&A
Klöckner’s Shift to Value-Added Processing Through M&A ▪ Strategic Acquisition of Acquisition of Acquisition of Start of Ops at expansion in National Material of Amerinox Haley Tool & Bauer Built Mexico Mexico Acquisition of IMS, (US) Stamping (US) Acquisitions Sol Components (US) Acquisition ▪ Down
Slide 23: Klöckner End Market, Product and Geographic Overview
Klöckner End Market, Product and Geographic Overview Products and End Markets Geographic Footprint • Meaningful presence FY25 Sales by Product in carbon flat roll in North America North America Flat Roll 12% 5% Longs • USA: ~40 facilities Aluminum • Growing electrical 7% • Mexico: ~10 facilities Sta
Slide 24: Klöckner Value-Added Processing Capabilities and Services
Klöckner Value-Added Processing Capabilities and Services Klöckner generated 86%1 of Revenue from its higher value-added and service center businesses in 2025 and continues to expand its processing capabilities Value-Added Services Fabrication Services Cuts the coil into multiple Fast and efficient
Slide 25: Klöckner is Bolstered by a Growing Pipeline of Value-Added Projects
Klöckner is Bolstered by a Growing Pipeline of Value-Added Projects Selected strategic initiatives focused on expanding value add capabilities to drive EBITDA growth Aluminum Processing Facility in Columbus, MS • Co-located on campus of Aluminum Dynamics (a Steel Dynamics company) 200,000 sq. ft. •
Slide 26: Acquisition Rationale and Go Forward Strategy
ACQUISITION RATIONALE AND GO FORWARD STRATEGY
Slide 27: Formation of a Larger, More Diversified Value-added Service Center
Formation of a Larger, More Diversified Value-added Service Center Creates the second-largest service center in North America with an expanded geographic footprint across Americas and Europe Broadens product mix and access to new and niche markets, accelerating strategic growth providing a strong pl
Slide 28: Stronger Together: Greater Scale, Broader Capabilities, Enhanced Resilience
Stronger Together: Greater Scale, Broader Capabilities, Enhanced Resilience Product Capabilities and End Market Exposure Geographic Footprint WS Standalone Combined Complementary asset footprint Expanded product offering generates 3% cross-selling opportunities 5% 7% 8% Extends WS’s geographic
Slide 29: A Track Record of Successful Integration and Synergy Realization
A Track Record of Successful Integration and Synergy Realization Proven, Repeatable Playbook for Integrations Integration Management Office Accountable for Synergies • Led by a seasoned Worthington Steel veteran with 20 years of Integration experience, including leadership roles in Transformation, O
Slide 30: 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 ~$55MM • Optimization of scrap • Streamlining of product management portfoli
Slide 31: Substantial Margin Uplift Potential at Klöckner
Substantial Margin Uplift Potential at Klöckner Klöckner EBITDA Margin Upside (Pre Synergies) Key Levers •1 Becker: Strategic divestiture of loss-making Becker segment in Germany expected to significantly improve KCO margin profile ~4.0% •2 US Asset Sales: Sale of 8 distribution sites streamlines KC
Slide 32: Investments Fueling Capacity Expansion and Future Upside
Investments Fueling Capacity Expansion and Future Upside Significant Capital Invested¹ Select Worthington Steel Growth Projects Nearly all capital has been spent already, driving FCF generation going forward ~$600MM Invested Since 2023 ($ in MM) Increasing Lightweighting Capabilities/Capacity Worthi
Slide 33: Commitment to Conservative Financial Policy
Commitment to Conservative Financial Policy • Worthington Steel remains committed to maintaining a conservatively leveraged capital structure and is targeting de-levering to less than 2.5x within 24 months of closing Leverage & • The Company plans to maintain meaningful amounts of prepayable debt in
Slide 34: Key Credit Highlights
WORTHINGTON STEEL KEY CREDIT HIGHLIGHTS
Slide 35: Worthington Steel: Key Credit Highlights
Worthington Steel: Key Credit Highlights 1 Premier North American Metal Service Center ✓ 2 Unique Range of Value-Added Processing Capabilities and Services ✓ 3 Demonstrated Ability to Efficiently Manage Volatile Steel Pricing ✓ 4 Robust Cash Flow Generation to Support Deleveraging Plan ✓ 5 Critical
Slide 36: Acquisition Ranks WS as #2 Metals Service Center in N. America
1 Acquisition Ranks WS as #2 Metals Service Center in N. America 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 $3.1 $2.9 $2.1 Combined ® Source: Metal Center News (2025 Top 50 Service Centers Report) | Note: Ryerson / Olympic financials
Slide 37: Unique Range of Value-Added Processing Capabilities and Services
2 Unique Range of Value-Added Processing Capabilities and Services Annealing Assembly & Kitting Blanking Cut to Length End Finishing Hot Dip Galvanizing Laser Cutting Metal Stamping Metallurgy Services Motor Core Laminations Pickling Plasma Cutting Plate Rolling Press Braking Punching Slitting Speci
Slide 38: Demonstrated Ability to Efficiently Manage Volatile Steel Pricing
3 Demonstrated Ability to Efficiently Manage Volatile Steel Pricing Minimizing Steel Holding Gains and Losses Transformation Helps Drive Down Inventory Baseline Transformation Advanced Lean Flow + • Transformation to manage inventory Launch Analytics AI Predictive Lead times ‒ Deployed to drive inve
Slide 39: Lean Flow: Converting Inventory into Structural Cash Advantage
3 Lean Flow: Converting Inventory into Structural Cash Advantage From Inventory Congestion to Demand-Driven Flow Delta Ohio Case Study • Lean Flow Designs align material release, production, and • At Delta, this approach has translated into: purchasing directly to true customer demand — replacing fo
Slide 40: WS Leveraging Proven Playbooks for Managing Evolving Tariffs
3 WS Leveraging Proven Playbooks for Managing Evolving Tariffs Macro Environment Steel Buy for US facilities • Tariffs and uncertainty add to volatility in steel pricing and demand • Section 232 (50% on steel and components) is the main tariff impacting the Company’s business; these tariffs are sepa
Slide 41: Robust Cash Flow Generation to Support Deleveraging Plan
4 Robust Cash Flow Generation to Support Deleveraging Plan Adjusted EBITDA¹ & EBITDA Before Material Special Effects² Commentary $ in MM Worthington Steel $290 $257 Klöckner • Strong EBITDA generation across both platforms, reflecting $215 $194 $204 $147 scale, diversified end-market exposure, and p
Slide 42: Critical Supplier to Blue Chip Companies Across End Markets
5 Critical Supplier to Blue Chip Companies Across End Markets Diversified Customer Base, Many With Decades-Long Relationships Customer Recognition and Accolades Machinery, Heavy Automotive Construction Energy Equipment & Other 2021-2025 Partner Level Supplier of the Year Supplier and inducted into 2
Slide 43: Proven Track Record of Successful Acquisition Integrations
6 Proven Track Record of Successful Acquisition Integrations Successful Acquisition Track Record Recent Acquisitions • Worthington Steel’s management team has proven expertise in efficient integration of acquired businesses • Past experience allows management to accurately gauge and realize revenue
Slide 44: Experienced and Proven Management Team
7 Experienced and Proven Management Team • Worthington Steel is guided by a leadership team that has proven experience in long-term value creation and operational excellence • Proven track record managing through steel price cycles and shifting macroeconomic climates • Senior leaders have been with
Slide 45: Financial Summary
WORTHINGTON STEEL FINANCIAL SUMMARY
Slide 46: Worthington Steel Historical Financial Summary
Worthington Steel Historical Financial Summary Net Sales Adjusted EBITDA & Margin1 $ in MM $ in MM 2023 EBITDA compression driven by an inventory holding loss from hot-rolled coil price volatility $3,608 $3,431 $3,348 $290 $3,093 $257 $206 $215 8.4% 7.7% 7.0% 5.7% FY2023 FY2024 FY2025 LTM Q3 2026 FY
Slide 47: Klöckner Historical Financial Summary
Klöckner Historical Financial Summary Net Sales Gross Profit $ in MM $ in MM % Sales Exposure to Pure Distribution (lower value add) 2 29% 19% 14% 18% $1,361 $1,374 $7,524 $7,175 $7,212 $7,283 $1,252 $1,204 $6,314 $6,309 $6,331 FY2023 ¹ FY2024 ¹ FY2025 LTM Q1 2026 FY2023 ¹ FY2024 ¹ FY2025 LTM Q1 202
Slide 48: Worthington Steel: Key Credit Highlights
Worthington Steel: Key Credit Highlights 1 Premier North American Metal Service Center ✓ 2 Unique Range of Value-Added Processing Capabilities and Services ✓ 3 Demonstrated Ability to Efficiently Manage Volatile Steel Pricing ✓ 4 Robust Cash Flow Generation to Support Deleveraging Plan ✓ 5 Critical
Slide 49: Appendix
lJ @_ WORTHINGTON me. STEEL APPENDIX
Slide 50: Adjusted EBITDA Reconciliation – Worthington Steel
Adjusted EBITDA Reconciliation – Worthington Steel ($ in MM) Fiscal Year Ended May 31, LTM 2023 2024 2025 Feb. 28, 2026 Net Sales $3,608 $3,431 $3,093 $3,348 Net earnings attributable to controlling interest $87 $155 $111 $122 Interest expense, net 3 6 7 9 Income tax expense 29 46 29 37 Depreciation
Slide 51: EBITDA Before Material Special Effects Reconciliation – Klöckner
EBITDA Before Material Special Effects Reconciliation – Klöckner ($ in MM) Fiscal Year Ended December 31, LTM 2023 2024 2025 Mar. 31, 2026 Sales $7,524 $7,175 $7,212 $7,283 Net income ($205) ($190) ($60) ($34) Net income from discontinued operations 205 32 - - Net income from continuing operations (
Slide 52: Pro Forma Adj. EBITDA Reconciliation For the Last Twelve Months
Pro Forma Adj. EBITDA Reconciliation For the Last Twelve Months ended February 28, 2026 ($ in MM) Pro Forma Net Earnings ¹ $118 Income Tax Expense 62 Interest Expense, Net 158 Depreciation & Amortization ² 122 EBITDA $460 Impairment of assets 2 Restructuring and other (income) expense, net ³ (3) Tax
Slide 53: Free Cash Flow Reconciliation – Worthington Steel
Free Cash Flow Reconciliation – Worthington Steel ($ in MM) Fiscal Year Ended May 31, LTM 2023 2024 2025 Feb. 28, 2026 Adjusted EBITDA $206 $290 $215 $257 Capital Expenditures (46) (103) (130) (129) Free Cash Flow $160 $186 $85 $128 Source: Public Filings | Figures may not sum due to rounding | For
Slide 54: Process Overview: M&A and Financing Timeline
Process Overview: M&A and Financing Timeline Q2’2026 Q3’2026 October ‘26 Conclusion of VTO Acceptance Period April 14h Acquisition Settlement 61.87% of shares secured via DPLTA Completed tenders & open-market purchases Takeover Offer Process Klöckner Extraordinary General Meeting to Vote on DPLTA (F
Slide 55: Corporate Structure
Corporate Structure New $550MM / $1.2B ABL Facility¹ New $500 million Term Loan B Worthington Steel, Inc. 100% New $900 million Other Secured Debt Other outstanding indebtedness² The Worthington Steel Company 100% Worthington Steel Holding GmbH 100% Worthington Steel GmbH 100% 100% ~62%³ Guarantor S
Slide 56: | @ WORTHINGTON
| @ WORTHINGTON mp. STEEL
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