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Worthington Steel to Acquire Kloeckner & Co January 16, 2026
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1 Disclaimer Important Information 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 to the takeover offer will be disclosed in the offer document after the BaFin has authorized the publication of the offer doc ument. The bidder reserves the right to deviate from the key points set out herein in the final terms of the takeover offer to the extent legally permissible. Invest ors and Klöckner shareholders are strongly advised to read the offer document and all other documents relating to the takeover offer as soon as they are publis hed, as they will contain important information. The takeover offer will be made exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz – WpÜG) and certain securities laws provisions of the United States of America (the "United States" or "U.S."). The takeover offer will not be made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offe r have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Klöckner shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no takeov er offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This presentation may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable national law. The bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Klöckner shares or any other securities that are convertible into, exchangeable for or exercisable for such Klöckner shares outside of the takeover offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Informati on about such purchases or arrangements to purchase, including the number of Klöckner shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The takeover offer referenced in this presentation relates to shares in a German company and is subject to the statutory prov isions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the bidder and the company included elsewhere, including in the offer document, will be prepared in acco rdance with provisions applicable in the Federal Republic of Germany and will not be prepared in accordance with generally accepted accounting princ iples in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other juri sdictions outside the Federal Republic of Germany. The takeover offer will not be submitted to the review or registration procedures of any securities regulat or outside of Germany and has not been approved or recommended by any securities regulator. Klöckner shareholders whose place of residence, incorporation or p lace of habitual abode is in the United States should note that the takeover offer will be made in respect of securities of a company which is a foreign priv ate issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The takeover offer will be made in the United S tates pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d- 1(d) under the U.S. Exchange Act, for a Tier II tender offer and will be principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The takeover offer will be made to the company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the company to whom an offer is made. Any informational documents, including this presentation, will be dissemin ated to U.S. shareholders on a basis comparable to the method that such documents are provided to the company’s other shareholders. To the extent that the takeover offer is subject to United States securities laws, such laws only apply to Klöckner shareholders in the United States, and no other person has any c laims under such laws. Any agreement concluded with the bidder as a result of the acceptance of the planned takeover offer will be governed exclusiv ely by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the takeover offer under the U.S. Securities Act (or other laws known to them) because the bidder and the company are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their r espective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non- U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non- U.S. company or its subsidiaries to submit to the judgment of a U.S. court. Forward-Looking Statements This presentation includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding plans, objectives, expectations and intentions related to the acquisition and the benefits of the transaction, the expected outcomes of the proposed acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the impact on earnings of Worthington Steel, Inc. (“Worthington Steel”), Worthington Steel’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “esti mates,” “intends,” “plans,” “assumes” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward- looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward- looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Klöckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, ( i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the acquisition, (ii) the ability of the parties to achieve the minimum requisite acceptance threshold of Klöckner’s issued share capital at the end of the acceptance period; (iii) the financing arrangements relating to the acquisition, (iv) the effects of the transaction on Worthington Steel’s and Klöckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (v) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, (vi) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vii) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10- Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Klöckner will change their intentions and assessments expressed in documents or notifications or in the Offer Document yet to be published after publication of the documents, notifications or the Offer Document. This presentation speaks only as of the date hereof. Each of Worthington Steel and Klöckner disclaims any duty to update the information herein. Non-GAAP Information Worthington Steel has provided in this presentation certain financial information that has not been prepared in accordance with accounting principles generally accepted in the United States (“non-GAAP”). Please see the Appendix of this Presentation for more information about these non- GAAP measures. Worthington Steel does not provide reconciliations of non-GAAP measures on a forward-looking or pro forma basis to the closest GAAP measures, including, but not limited to, any measures included in this presentation marked with “ ǂ,” as such information is not available without unreasonable efforts on a forward-looking basis due to uncertainties regarding, and the potential variability of, reconciling items excluded from these measures, in part due to the inherently uncertain nature of t he proposed transaction. These items are uncertain, depend on various factors, including those described above under the heading “Forward-Looking Statements,” and could have a material impact on GAAP reported results for the relevant period.
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2 ► Creates the second largest Service Center in North America ► Expands and diversifies geographic footprint, product offering and end markets served • Enhances ability to serve Southern US • Adds long products, plate, aluminum, stainless and downstream fabrication • Creates a diversified market portfolio which mitigates cyclicality ► Enhances existing capabilities and presence • Carbon flat-roll steel • Electrical steel laminations ► Expected to deliver significant value via identified synergies – $150M by end of FY 2028 ► Strong free cash flow of combined business provides clear path to achieve net leverage target of less than 2.5x within 24 monthsǂ ► Adds portfolio of high value-added initiatives to growth pipeline ► Provides platform for further strategic growth ► Capitalizes on a similar corporate culture, closely aligned with WS’s Philosophy, to facilitate smooth integration and synergy realization Acquisition of Kloeckner & Co Creating a larger & more diversified market leader Accelerates Worthington Steel’s growth strategy • Worthington Steel to Acquire Kloeckner for €11 per Share in Cash
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3 Kloeckner acquisition aligns with Worthington Steel's acquisition criteria Well-run, successful companies with strong management teams • Advanced in its transition into a high value-added processor with a streamlined asset footprint • Strong leadership team and long and successful history since its founding in 1906 • Shared corporate culture, closely aligned with Worthington Steel’s Philosophy • Culture alignment will facilitate integration and synergy realization • Expect transaction to be substantially accretive to Worthington Steel’s EPS within the first full year of operation • Margin expansion over time via synergies and ongoing strategic growth projects Culture aligns with Our Philosophy Accretive to EPS in a short period of time and increases overall EBITDA margin • Synergy capture commences immediately after closing • Transformation is a key driver to realize $150M of synergies Opportunities to increase value through Transformation and synergy capture • Complements existing capabilities and presence in carbon flat-roll and electrical steel • Opens new opportunities by: (i) broadening product portfolio, (ii) expanding into fabrication, (iii) diversifying end markets and (iv) extending geographic reach Strengthens our business in current markets or provides access to new, attractive and more niche markets WS Acquisition Criteria Kloeckner Strategic Fit
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3.2 1.0 4.2 4.2 2.1 6.3 4 Kloeckner is a leading independent metals processor ~110 locations and ~6,000 employees across North America and Europe Mkt. Cap.: $1.0B as of Jan 15, 20262 99.75M Shares O/S | ~42% owned by SWOCTEM GmbH Operating SegmentsOperations Snapshot Source: Kloeckner Filings 1. Kloeckner TTM metrics as of Sept. 30, 2025 and exclude Becker Group (exit process underway per announcement on Jan 15, 2026). Becker Sales of $824M and EBITDA of negative $61M 2. Based on Kloeckner share price of €8.61 as of Jan 15, 2026 Net Debt of $1.2B as of Sept. 30, 2025 Corporate Overview TTM Shipments: 4.2 Million tons1 TTM Sales: $6.3B1 Listed on the Frankfurt Stock Exchange (Ticker: KCO) More than 75% of Shipments in North America Americas Europe TTM Shipments1 (Million tons) TTM Sales1 ($B) Americas Europe Group Americas Europe Group
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28% 26% 16% 2% 15% 13% Construction Manufacturing Auto Heavy Truck Service Centers Other 5 Kloeckner has a diversified product and end market offering… North America • USA: ~40 facilities • Mexico: ~10 facilities ~2.7K Employees Europe • Germany: ~15 facilities • Switzerland: ~40 facilities ~2.7K Employees Geographic Footprint “Localized” business model insulated from cross-border tariffs • Meaningful presence in carbon flat-roll in North America • Growing electrical steel footprint • Positioned as a “one-stop-shop” for steel, stainless and aluminum processing, and fabrication • Highly diversified customer base and end markets Products and End Markets TTM Sales by Product1 TTM Sales by End Market1 Source: Kloeckner Filings 1. TTM as of Sept. 30, 2025 for Kloeckner 55% 12% 5% 10% 7% 11% Flat Roll Longs Tubular Aluminum Stainless Other
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6 …advanced in its transition to a high value-added processor and fabricator… Source: Kloeckner Filings 1. Represents split for 9M ending Sept. 30, 2025, excluding sales from the divested 8 US distribution sites 2022 2023 2024 2025 Divestments / Exits Acquisitions Sale of distribution assets and exit from UK, FRA, BEL, NED Property sales (SUI) Divestment of Altwert, Dach & Wand (GER) Sale of assets and exit from BRA Sale of 8 low value-added US Distribution Sites • Strategic expansion in Mexico • Downstream focused bolt-ons in the US • “Non-Core” Regions exited (mainly Europe) • Distribution focused assets divested Acquisition of National Material of Mexico Acquisition of IMS, Sol Components (US) Acquisition of Haley Tool & Stamping (US) Acquisition of Amerinox (US) Share of “Distribution” in Sales Mix reduced from ~37% in 2021 to ~13% in 20251
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Selected strategic initiatives focused on expanding value-added capabilities ... and a strong pipeline of high value-added growth projects Aluminum Processing Facility in Columbus, MS Plate Processing Facility in Brandenburg, KY Electrical Steel Processing in Monterrey, Mexico 200,000 sq. ft. greenfield facility 226,000 sq. ft. greenfield facility 264,000 sq. ft. expansion Source: Kloeckner Filings 7 • Co-located on campus of Aluminum Dynamics (a Steel Dynamics company) • 250K tons of flat-roll aluminum processing capacity • Targeting completion in late 2026 • Completed in 2024, currently in ramp-up phase • Co-located at Nucor’s recently built Brandenburg plate mill • Heavy plate processing • Expands transformer core making capability and capacity • Significantly increases electrical steel slitting capacity • Completed in late 2025, ramping up through 2026
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8 Combination diversifies products & end markets - extends geographic reach USA Mexico Product Capabilities and End Market Exposure Geographic Footprint Complementary asset footprint Extends WS’s geographic reach in Southern USA and Mexico WS Standalone Adds new product capabilities - Aluminum - Stainless - Long Products - Plate Pro Forma WS Standalone Pro Forma Diversifies end market exposure Expands WS’s addressable market in automotive, heavy truck and construction Sales by Product (TTM)1 Sales by End Market (TTM)1 Flat-Roll Longs Tubular Aluminum Stainless Auto Heavy Truck Construction Mfg . Worthington Steel Kloeckner Metals Source: Company and Kloeckner Filings 1. TTM as of Nov. 30, 2025 for WS and as of Sept. 30, 2025 for Kloeckner Enhances offering in carbon flat-roll and electrical steel 69% 8% 4% 7% 5%8% 100% 55% 4% 10% 10% 2% 19% 28% 3% 23% 21% 11% 15% Service Centers
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13.8 7.5 6.5 4.2 3.9 3.4 3.3 3.2 3.1 2.9 2.1 Top Metal Service Centers in North America – CY 2024 Sales ($B) 9 Acquisition positions Worthington Steel as the clear #2 service center in N.A. Pro Forma Source: Metal Center News (2025 Top 50 Service Centers Report)
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10 Transaction Summary Financial Impact Synergies Execution and Timing • All cash acquisition of Kloeckner at €11 per Share • Implied Enterprise Value of $2.4B1 • EBITDA Multiples in line with market precedents • ~$150M of expected annual run-rate synergies • Expect to realize 50% in Year 1, and 100% by Year 2 • Acquisition to be executed via a tender offer in Germany • Subject to successful tender process and regulatory approvals • ~42% of Kloeckner shares already committed to accepting offer • Expected to close in second half of CY 2026 • Combined Sales of $9.5B, EBITDA Margin of 7.0% including run- rate synergies2 • Expected to be substantially accretive to Worthington Steel’s EPS within the first full year of operation Financing • 100% cash/debt financed – Committed bridge financing from Wells Fargo and Citigroup, to be replaced by permanent financing prior to close • Expected pro forma net leverage at close: ~4.0x3 • Target net leverage of ~2.5x in 2 years’ time Transaction Multiples • Implied Transaction Multiples2: • Pre-Synergies: ~8.5x TTM EBITDA • With $150M Synergies: ~5.5x TTM EBITDA Source: Company and Kloeckner Filings 1. Based on Kloeckner acquisition share price of €11, shares outstanding of 99.75M and Adj. Net Debt of $1.1B as of Sept. 30, 2025 (including ~$0.1B of proceeds from previously announced asset sales) 2. TTM as of Nov. 30, 2025 for WS and as of Sept. 30, 2025 for Kloeckner. Kloeckner TTM metrics exclude Becker Group (exit process underway per announcement on Jan 15, 2026). Sales of $824M and EBITDA of negative $61M ǂ 3. Includes $150M of Synergies ǂ
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11 Increases scale while maintaining margins above 7% TTM PF Sales ($B)1,2 Expected to be Substantially Accretive to Worthington EPS within first full year of operation TTM PF Adj. EBITDA ($M)1,2,ǂ Enhanced Worthington Steel Business Profile • Expanded scale and geographic reach combined with product and end market diversification • Increased business resilience to price volatility / market cyclicality • Operational excellence under the Worthington Business System • Swift synergy realization • EBITDA margin expansion • Prudent operating working capital management • Platform with multiple avenues for accelerated future growth • Strong pipeline of growth projects Source: Company and Kloeckner Filings 1. TTM as of Nov. 30, 2025 for WS and as of Sept. 30, 2025 for Kloeckner 2. Kloeckner TTM metrics exclude Becker Group (exit process underway per announcement on Jan 15, 2026). Becker Sales of $824M and EBITDA of negative $61M 3. Adjusted EBITDA and EBITDA Margin are non-GAAP measures. Please see Appendix for a reconciliation to the nearest GAAP measure 252 263 150 665 WS Kloeckner Run-Rate Synergies PF WS 3.3 6.3 9.5 WS Kloeckner PF WS EBITDA Margin 4.2% 7.0%7.7%3 3
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12 Significant synergy opportunity in North America Procurement ~$55M Operational Efficiency ~$30M Commercial Process Synergies ~$40M Overhead Reduction ~$25M • Sourcing optimization • Direct and indirect spend • Optimization of scrap management • Expanded cross-selling in electrical steel, aluminum, stainless and fabrication • Streamlining of product portfolio eliminating lower margin items • Supply Chain • Integration of outside steel processing • Galvanized • SG&A optimization • Elimination of duplicative functions and public company costs • Synergy capture driven by an Integration Management Office using WS Transformation approach • Additional benefits to be delivered via working capital improvements $150M Expected Annual Synergies by Year 2 • Manufacturing efficiency • Shop floor Transformation • 50% of run-rate synergies expected to be realizable in year 1 • ~$40M One-time costs expected to achieve synergies
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$1.7 $1.1 $2.4 $2.8 13 Acquisition backed by significant asset base Asset Coverage ($B) Kloeckner Acquisition EV1 Book Value of NWC + Fixed Assets2 Net Working Capital Americas: $920M Europe: $757M Source: Kloeckner Filings 1. Based on Kloeckner acquisition share price of €11, shares outstanding of 99.75M and Adj. Net Debt of $1.1B as of Sept. 30, 2025 (including ~$0.1B expected proceeds from previously announced asset sales) 2. Balance sheet amounts as of Sept. 30, 2025; Fixed assets includes intangible assets Fixed Assets Americas: $556M Europe: $591M >70% of EV >70% of Acquisition Enterprise Value backed by highly liquid Net Working Capital 13
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100% cash tender offer in Germany 14 Overview of Transaction Process Tender Offer Transaction Execution Financing Timing • Acquisition to be executed via a tender offer in accordance with the German Takeover Rules • Minimum offer acceptance threshold of 65% • Kloeckner shareholder representing ~42% of its share capital has committed to accepting WS’s tender offer • Committed bridge financing of $1.9B USD, provided by Wells Fargo and Citi, to be replaced by permanent debt financing prior to closing • Takeout debt financing expected to be sized at completion of the offer period • Size dependent on: (i) Tender Offer acceptance levels, and (ii) Roll-over of Kloeckner’s existing debt facilities • Expected pro forma net leverage of ~4.0x at closing1,ǂ • Ample liquidity under existing facilities to support needs of combined business • Tender offer expected to be formally launched in February 2026 • Closing of the transaction is subject to successful completion of the tender process, regulatory approvals and other customary conditions • Expected closing – second half of CY 2026 Source: Company Filings 1. Represents Net Debt / Pro Forma EBITDA including $150M of Synergies
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15 Robust Cash Flow Generation to Support Deleveraging Plan Deleveraging Strategy Net Leverage1,ǂ Source: Company Filings 1. Represents Net Debt / Pro Forma EBITDA including $150M of Synergies • Immediate post transaction focus on deleveraging from ~4.0x expected net leverage at closing1,ǂ • Target net leverage ratio of <2.5xǂ • Significant prepayable debt in capital structure to facilitate debt paydown • Clear path to achieving target in 24 months’ time • WS remains committed to paying a quarterly dividend on its stock during this period • Key sources of deleveraging: • Combined cash flow generation • Realization of synergies • Monetization of non-core real estate • Potential non-core asset sales ~4.0x <2.5x At Closing Target ~24 Months after Closing
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16 ► Creates the second largest Service Center in North America ► Expands and diversifies geographic footprint, product offering and end markets served • Enhances ability to serve Southern US • Adds long products, plate, aluminum, stainless and downstream fabrication • Creates a diversified market portfolio which mitigates cyclicality ► Enhances existing capabilities and presence • Carbon flat-roll steel • Electrical steel laminations ► Expected to deliver significant value via identified synergies – $150M by end of FY 2028 ► Strong free cash flow of combined business provides clear path to achieve net leverage target of less than 2.5x within 24 monthsǂ ► Adds portfolio of high value-added initiatives to growth pipeline ► Provides platform for further strategic growth ► Capitalizes on a similar corporate culture, closely aligned with WS’s Philosophy, to facilitate smooth integration and synergy realization Acquisition of Kloeckner & Co Creating a larger & more diversified market leader Accelerates Worthington Steel’s growth strategy • Worthington Steel to Acquire Kloeckner for €11 per Share in Cash
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APPENDIX
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18 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 of the Company’s ongoing operations and should not be considered as an alternative to the comparable GAAP measure. Additionally, management believes these non-GAAP measures allow for meaningful comparisons and analysis of trends in the Company’s business and enable investors to evaluate operations and future prospects in the same manner as management. A reconciliation of each non-GAAP measure to its most directly comparable GAAP measure is outlined below. The following provides an explanation of each non-GAAP measure presented in these materials: Adjusted EBITDA is defined as Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, and consists of EBITDA (calculated by adding or subtracting, as appropriate, interest expense, income tax expense and depreciation and amortization to/from net earnings attributable to Worthington Steel), which is further adjusted to exclude impairment and restructuring charges (gains) as well as other items that management believes are not reflective of, and thus should not be included when evaluating the performance of its ongoing operations. • Separation costs - direct and incremental costs incurred in connection with the Separation from Worthington Enterprises, Inc. (the “Former Parent”), including audit, legal, and other fees paid to third-party advisors as well as direct and incremental costs associated with the separation of shared corporate functions which are not part of the Company’s ongoing operations. • Tax indemnification adjustment - tax and indemnification adjustments reported in income tax expense and miscellaneous income, net, related to an indemnification agreement with the former owners of Tempel. These adjustments are the result of a first quarter fiscal 2025 favorable tax ruling. The indemnification agreement, which was entered into with the former Tempel owners at the time the Company acquired Tempel, provides protection to the Company from rulings by tax authorities through the acquisition date. • Pension settlement gain - pension lift-out transaction to transfer a portion of the total projected benefit obligation of the Tempel pension plan to a third-party insurance company, which resulted in a pre-tax non-cash gain reported in miscellaneous income, net, is excluded as it is not part of the Company’s ongoing operations. • Gain on land sale - sale of unused land on the campus of the Tempel subsidiary in China, which resulted in a pre- tax gain in miscellaneous income, net, is excluded as it is not part of the Company’s ongoing operations. • Gain on Sitem group purchase derivative - mark-to-market gain on the economic (non-designated) foreign currency exchange contract entered into related to the purchase price for Sitem Group, which resulted in a pre-tax gain in miscellaneous income, net, and is excluded as it is not part of the Company’s ongoing operations. • Acquisition completion bonus payment - consists of the one-time bonus payment paid to key individuals upon the successful acquisition closing of Sitem Group. The acquisition completion bonus payment was included within SG&A expense. • Other loss, net - net loss recognized in miscellaneous income (expense), net, for damage as a result of a small, quickly contained incident at Tempel’s subsidiary in Canada. Please see the Earnings Release for a further description of the gross amounts. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by net sales. Free Cash Flow is defined as operating cash flows less capital expenditures. For additional information with respect to Worthington Steel, please refer to our most recent Form 10-K.