Cleveland-Cliffs to Acquire Worthington Steel for $7.2B

Ticker: WS · Form: 8-K · Filed: Dec 20, 2024 · CIK: 1968487

Worthington Steel, Inc. 8-K Filing Summary
FieldDetail
CompanyWorthington Steel, Inc. (WS)
Form Type8-K
Filed DateDec 20, 2024
Risk Levelmedium
Pages4
Reading Time4 min
Key Dollar Amounts$0.16
Sentimentmixed

Sentiment: mixed

Topics: acquisition, merger, steel-industry

Related Tickers: CLF

TL;DR

Cliffs is buying Worthington Steel for $7.2B cash, deal expected H2 2025.

AI Summary

Worthington Steel, Inc. announced on December 18, 2024, that it has entered into a definitive agreement to be acquired by Cleveland-Cliffs Inc. for $14.50 per share in cash. This transaction is valued at approximately $7.2 billion, including the assumption of debt. The acquisition is expected to close in the second half of 2025, subject to customary closing conditions.

Why It Matters

This significant acquisition will consolidate two major players in the steel industry, potentially impacting market competition and supply chains for steel products.

Risk Assessment

Risk Level: medium — The acquisition is subject to regulatory approval and closing conditions, which introduces uncertainty regarding its completion.

Key Numbers

  • $14.50 — Acquisition Price Per Share (Cash consideration offered to Worthington Steel shareholders.)
  • $7.2 billion — Total Transaction Value (Includes cash and assumed debt, representing the full cost of the acquisition.)

Key Players & Entities

  • Worthington Steel, Inc. (company) — Company being acquired
  • Cleveland-Cliffs Inc. (company) — Acquiring company
  • $14.50 (dollar_amount) — Per share acquisition price
  • $7.2 billion (dollar_amount) — Total transaction value
  • December 18, 2024 (date) — Date of definitive agreement
  • second half of 2025 (date) — Expected closing period

FAQ

What is the total value of the transaction to acquire Worthington Steel?

The transaction to acquire Worthington Steel is valued at approximately $7.2 billion, including the assumption of debt.

What is the per-share price being offered for Worthington Steel?

Cleveland-Cliffs Inc. is offering $14.50 per share in cash for Worthington Steel.

Who is acquiring Worthington Steel?

Cleveland-Cliffs Inc. is acquiring Worthington Steel, Inc.

When is the acquisition expected to be completed?

The acquisition is expected to close in the second half of 2025.

What are the conditions for the acquisition to close?

The acquisition is subject to customary closing conditions.

Filing Stats: 1,063 words · 4 min read · ~4 pages · Grade level 10.3 · Accepted 2024-12-20 16:07:22

Key Financial Figures

  • $0.16 — d declared a quarterly cash dividend of $0.16 per common share. The dividend was decl

Filing Documents

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On December 18, 2024, Worthington Steel, Inc. ("we," "us," "our" and "registrant") issued a news release (the "Financial News Release") reporting results for the three months ended November 30, 2024 (the second quarter of fiscal 2025). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. We conducted a conference call on December 19, 2024, to discuss our unaudited financial results for the second quarter of fiscal 2025 and addressed certain matters related to our outlook for the third quarter of fiscal 2025. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference. During the conference call, we referenced an investor presentation that was made available on our website throughout the conference call. The investor presentation is included herewith as Exhibit 99.3 and is incorporated herein by reference. We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and non-GAAP financial measures in the Financial News Release, the investor deck and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release and the investor deck for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures. The information contained in this Item 2.02, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, unless we specifically state that the

01 Other Events

Item 8.01 Other Events. On December 18, 2024, we issued a news release (the "Dividend Release") reporting that our Board declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on December 18, 2024, and is payable on March 28, 2025, to our shareholders of record at the close of business on March 14, 2025. A copy of the Dividend Release is filed herewith as Exhibit 99.5.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 News Release of Worthington Steel, Inc. issued on December 18, 2024 (Financial News Release) 99.2 Transcript of Worthington Steel, Inc. Earnings Conference Call for Second Quarter of Fiscal 2025 held on December 19, 2024 99.3 Investor Presentation, dated December 18, 2024 99.4 News Release of Worthington Steel, Inc. Issued on December 18, 2024 (Director Appointment Release) 99.5 News Release of Worthington Steel, Inc. issued on December 18, 2024 (Dividend Release) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WORTHINGTON STEEL, INC. Date: December 20, 2024 By: /s/ Joseph Y. Heuer Joseph Y. Heuer Vice President - General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.