Worthington Industries Board of Directors Approves Separation of Worthington Steel

Record date for distribution of Worthington Steel common shares will be November 21, 2023

“When-issued” trading of Worthington Steel and Worthington Industries ex-distribution common shares expected to begin on November 28, 2023

Distribution date expected to be December 1, 2023

Worthington Industries, Inc. (“Worthington Industries” or the “Company”), a leading industrial manufacturer, announced that its Board of Directors (the “Board”) approved the previously announced separation of its Steel Processing business, Worthington Steel, Inc. (“Worthington Steel”) via a spin-off that is generally intended to be tax-free to shareholders for U.S. federal income tax purposes. The Board declared a pro rata distribution of 100% of the outstanding common shares of Worthington Steel to Worthington Industries shareholders of record as of the close of business on November 21, 2023 (the “Record Date”). The distribution is expected to be payable prior to market open on December 1, 2023 (“Distribution Date”). As a result of the distribution, Worthington Industries shareholders will receive one common share of Worthington Steel for every one common share of Worthington Industries they hold on the Record Date. No action is required by Worthington Industries shareholders to receive the distributed common shares of Worthington Steel.

The Company expects “when-issued” trading of Worthington Steel common shares to begin on November 28, 2023, on the New York Stock Exchange (“NYSE”), under the symbol “WS WI.” The “when-issued” trading market is a market for the yet-to-be-issued Worthington Steel common shares that will be distributed to holders of Worthington Industries on the Distribution Date. Shareholders who own Worthington Industries common shares at the close of business on the Record Date will be entitled to receive shares of Worthington Steel in the distribution, but they can trade this entitlement separately from their Worthington Industries common shares in the “when-issued” market. “Regular-way” trading of Worthington Steel common shares is expected to begin on the NYSE on December 1, 2023, under the symbol “WS.” On December 1, 2023, Worthington Industries will also be renamed Worthington Enterprises, Inc. and will continue to trade on the NYSE under the ticker symbol “WOR.”

Worthington Steel

Following the planned separation, Worthington Steel will be a market-leading steel processor and producer of electrical steel laminations and automotive lightweighting solutions. Worthington Steel expects to maintain a strong balance sheet and continue its balanced approach to capital allocation. In addition to attractive growth opportunities through strategic capital investments, Worthington Steel will be well-positioned to capitalize on growth opportunities from the anticipated global shift toward electrified vehicles.

“This is an exciting step toward Worthington Steel’s launch as an independent company,” said Geoff Gilmore, executive vice president and chief operating officer, Worthington Industries, and the future chief executive officer of Worthington Steel. “Our sharpened strategic focus is expected to fuel our growth in the electrification, sustainability and infrastructure markets, and we look forward to capitalizing on new growth opportunities as a standalone organization.”

Worthington Enterprises

Following the planned separation, Worthington Enterprises will be a market-leading designer and manufacturer of innovative Building Products, Consumer Products and Sustainable Energy Solutions. As a more focused company, Worthington Enterprises will be well-positioned to capitalize on key trends in sustainability, technology, remodeling and construction and outdoor living. Worthington Enterprises will continue to pursue a growth strategy focused on leveraging its robust new product pipeline of innovative, sustainable, tech-enabled solutions to disrupt mature markets.

Andy Rose, president and chief executive officer, Worthington Industries, and future chief executive officer of Worthington Enterprises, said, “Today’s announcement marks one of the final milestones for our planned separation of Steel Processing, as we turn one great company into two. We look forward to completing this transaction as we build on our shared legacy and create two distinct, market-leading companies with strong cash flows and compelling growth opportunities.”

About Worthington Industries

Worthington Industries (NYSE:WOR) is a leading industrial manufacturing company pursuing its vision to be the transformative partner to its customers, a positive force for its communities and earn exceptional returns for its shareholders. For over six decades, the Company has been delivering innovative solutions to customers spanning industries such as automotive, energy, retail and construction. Worthington Industries is North America’s premier value-added steel processor and producer of laser welded solutions and electrical steel laminations that provide lightweighting, safety critical and emission reducing components to the mobility market. Through on-board fueling systems and gas containment solutions, Worthington Industries serves the growing global hydrogen ecosystem. The Company’s focus on innovation and manufacturing expertise extends to market-leading consumer products in tools, outdoor living and celebrations categories, sold under brand names, Coleman®, Bernzomatic®, Balloon Time®, Level5 Tools®, Mag Torch®, Well-X-Trol®, General®, Garden-Weasel®, Pactool International® and Hawkeye™; as well as market leading building products, including water systems, heating & cooling solutions, architectural and acoustical grid ceilings and metal framing and accessories. Headquartered in Columbus, Ohio, Worthington Industries operates 52 facilities in 15 states and nine countries, sells into over 90 countries and employs approximately 9,500 people. Founded in 1955, the Company follows a people-first Philosophy with earning money for its shareholders as its first corporate goal. Relentlessly finding new ways to drive progress and transform, Worthington Industries is committed to providing better solutions for customers and bettering the communities where it operates by reducing waste, supporting community-based non-profits and developing the next generations of makers.

Contact:

Sonya L. Higginbotham – Vice President, Corporate Communications & Brand Management – sonya.higginbotham@worthingtonindustries.com – (614) 438-7391

Source: Worthington Industries, Inc.