What the changes say
- New risks center on Iran-related geopolitical disruption, the Kloeckner takeover, and restrictions from the tax matters agreement.
- Automotive exposure increased to 55% of sales from 52%; construction exposure declined to 10% from 11%.
- Capital commitments increased to $106.8 million of operating leases plus $8.7 million of finance leases.
- Russia-Ukraine exposure is characterized as indirect because Worthington Steel lacks materially affected operations there.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
The conflict between the United States, Israel and Iran and related geopolitical instability may adversely affect our business
Escalation of the United States-Israel-Iran conflict could disrupt energy supplies, raise input and financing costs, and weaken customer spending.
- NewRisks Related to the Kloeckner Acquisition
receive adequate exit compensation in exchange for their Kloeckner shares, in accordance with the provisions of the German Stock Corporation Act
The Kloeckner transaction could create recurring compensation, shareholder exit-payment, financing, appraisal, and integration obligations.
- NewRisk Related to the Separation and Our Relationship with the Former Parent
Parent may be able to rebut that presumption
Tax Matters Agreement restrictions could limit acquisitions, equity transactions, or changes to business activities for two years after the Distribution.
Dropped
- DroppedRisks Related to Our Business
impact how much of the price increases we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, our financial results could be adversely affected
- DroppedRisks Related to the Separation and Our Relationship with the Former Parent
Our historical financial information prior to the Separation does not reflect the debt or the associated interest expense that we expected to incur after the Separation
- DroppedRisks Related to the Separation and Our Relationship with the Former Parent
These restrictions may limit for a period of time our ability to pursue certain transactions that we may believe to be in the best interests of our shareholders or that might increase the value of our business
Raw-material price pass-through limits and interruptions in flat-rolled steel, zinc, and other supplies.
- DroppedRisks Related to Owning Our Common Shares
on the economy, our markets or the ability of domestic businesses to compete against foreign operations, we could also be adversely impacted
Reworded
- 81% rewrittenRisks Related to Owning Our Common Shares
Legislation and Regulations
No substantive change; the risk still covers greenhouse-gas regulation, higher operating costs, product limits, and inability to pass costs to customers.
- 68% rewrittenRisks Related to Our Business
The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations
The company now says it has no directly or indirectly material business in conflict-affected areas and faces primarily macroeconomic, commodity, energy, and supply-chain effects.
- 52% rewrittenRisks Related to Our Business
Raw Material Pricing and Availability
Steel-price volatility drivers changed from pandemic conditions, Ukraine, and tariffs to global supply-demand, trade policy, capacity rationalization, and macroeconomic conditions.
- 48% rewrittenRisks Related to Owning Our Common Shares
the requirement that the affirmative vote of shareholders holding at least two-thirds of our voting shares is required to amend our amended and restated code of regulations and certain provisions in our amended and restated articles of incorporation
No substantive change; takeover protections may delay acquisitions or director changes even when some shareholders support them.
- 39% rewrittenRisks Related to Our Business
Acquisitions and Equity Investments
No substantive change; the risk remains that acquisitions, investments, financing, or integration may fail to meet expectations.
- 39% rewrittenRisks Related to Our Business
Capital Expenditures and Capital Resources
Fiscal 2026 capital expenditures fell to $121.2 million from $130.4 million, while lease obligations now include $106.8 million operating and $8.7 million finance payments.
- 29% rewrittenRisks Related to Our Business
Economic or Industry Downturns and Weakness
Automotive sales concentration rose to 55% from 52%, construction fell to 10% from 11%, and the discussion adds volatile interest rates and industrial production.
- 27% rewrittenRisks Related to Our Business
Information Systems and Cybersecurity
The risk now expressly includes operational technology supporting production, inventory management, financial reporting, and communications.
- 22% rewrittenRisks Related to Our Business
Environmental, Health and Safety
- 20% rewrittenRisks Related to Our Business
Accounting and Tax-Related Estimates
All 22 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Economic or Industry Downturns and Weakness29% rewritten
- 02Raw Material Pricing and Availability52% rewritten
- 03Excess Capacity and Over-Production by Foreign Steel Producers or Decreases in Tariffs
- 04There is a focus by governmental and non-governmental entities on sustainability matters. Any perception that we have failed to act responsibly regarding climate change could result in negative publicity and adversely affect our business and reputation
- 05Material or Component Substitution
- 06Public Health Emergencies
- 07The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations68% rewritten
- 08The conflict between the United States, Israel and Iran and related geopolitical instability may adversely affect our businessNew
- 09Information Systems and Cybersecurity27% rewritten
- 10Artificial Intelligence Technologies and Machine Learning
- 11Joint Ventures and Investments
- 12Acquisitions and Equity Investments39% rewritten
- 13Capital Expenditures and Capital Resources39% rewritten
- 14Difficult Financial Markets
- 15Guidance Regarding Future Performance
- 16Accounting and Tax-Related Estimates20% rewritten
- 17Environmental, Health and Safety22% rewritten
Risks Related to the Kloeckner Acquisition
- 18receive adequate exit compensation in exchange for their Kloeckner shares, in accordance with the provisions of the German Stock Corporation ActNew
Risk Related to the Separation and Our Relationship with the Former Parent
- 19Parent may be able to rebut that presumptionNew
Risks Related to Owning Our Common Shares
- 20other factors described in this Item 1A
- 21the requirement that the affirmative vote of shareholders holding at least two-thirds of our voting shares is required to amend our amended and restated code of regulations and certain provisions in our amended and restated articles of incorporation48% rewritten
- 22Legislation and Regulations81% rewritten
Other Worthington Steel 10-Ks
- FY2025 10-K risk factors23 risks
Worthington Steel faces significant customer concentration, with the automotive and construction markets accounting for 52.0% and 11.0% of net sales respectively. Raw material cost volatility in steel, zinc, and flat-rolled products heavily impacts manufacturing margins. Capital intensity is high, with projected capital expenditures of $130.4 million for fiscal 2025.
Filed Jul 29, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.