Form 8-K

8-K — Worthington Steel, Inc.

Accession: 0001193125-26-237932

Filed: 2026-05-26

Period: 2026-05-26

CIK: 0001968487

SIC: 3310 (STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d61542d8k.htm (Primary)

EX-99.1 (d61542dex991.htm)

EX-99.2 (d61542dex992.htm)

EX-99.3 (d61542dex993.htm)

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8-K

8-K (Primary)

Filename: d61542d8k.htm · Sequence: 1

8-K

false 0001968487 0001968487 2026-05-26 2026-05-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2026

WORTHINGTON STEEL, INC.

(Exact name of registrant as specified in its charter)

Ohio

001-41830

92-2632000

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 W. Old Wilson Bridge Road

Columbus, Ohio

43085

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (614) 840-3462

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares, without par value

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On January 15, 2026, Worthington Steel, Inc. (the “Company”), Worthington Steel GmbH (“BidCo”), and Klöckner & Co SE (“Klöckner”) entered into a business combination agreement (the “BCA”), governing the key terms and conditions based on which BidCo launched a voluntary public cash takeover offer to all shareholders of Klöckner to tender each issued and outstanding share of Klöckner (the “Klöckner Shares”) to BidCo at a cash consideration of €11.00 per Klöckner Share (such offer, as amended, the “Offer,” and the transactions contemplated thereby, the “Klöckner Acquisition”).

We are filing this Current Report on Form 8-K (this “Current Report”) prior to the closing of the Klöckner Acquisition in connection with the Notes Offering (as defined and described below) to include (i) the historical audited and unaudited financial statements of Klöckner as of and for the year ended December 31, 2025 and as of and for the three months ended March 31, 2026, and (ii) our unaudited pro forma condensed combined financial information giving effect to the Klöckner Acquisition.

The pro forma financial information included in this report has been presented for informational purposes only. It does not purport to represent the actual results of operations that we and Klöckner would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.

Completion of the Klöckner Acquisition is subject to the satisfaction or waiver of certain closing conditions as set forth in the Offer, including, among others, the Company obtaining required merger and investment control clearances and EU foreign subsidies control clearance (the “Regulatory Conditions”). The conditions set forth in the offer document, other than the Regulatory Conditions, were deemed satisfied upon the expiration of the initial acceptance period for the Offer on March 26, 2026 and the Offer closed as of the expiration of the additional acceptance period on April 14, 2026. The Regulatory Conditions must be satisfied on or prior to March 12, 2027. No assurance can be given that the Klöckner Acquisition will be completed on the timeline currently contemplated or at all.

Item 7.01.

Regulation FD Disclosure.*

Notes Offering

On May 26, 2026, the Company issued a press release announcing the commencement of a private offering (the “Notes Offering”) by WS Escrow LLC (the “Escrow Issuer”), a newly formed Delaware limited liability company and wholly owned subsidiary of the Company, of $900,000,000 aggregate principal amount of its senior secured notes due 2033 (the “Notes”). If the Klöckner Acquisition is expected to be consummated within three business days of the closing of the Notes Offering, then the Company may issue the Notes directly, rather than through the Escrow Issuer. The Notes are being offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are “non-U.S. persons” under Regulation S as defined under applicable securities laws.

The Company intends to use the net proceeds from the Notes Offering, together with borrowings under its term loan and ABL credit facilities and cash on hand, (i) to fund the consideration payable under the Offer and other payments to acquire Klöckner shares, (ii) to fund loans to Klöckner pursuant to a shareholder loan, (iii) to fund share purchases and other compensation to remaining minority Klöckner shareholders following the closing of the Offer, (iv) to repay certain existing indebtedness of the Company and Klöckner, (v) to pay transaction fees and expenses related to the foregoing and (vi) for general working capital purposes of the Company and its subsidiaries. The Notes Offering is not conditioned on the consummation of the Klöckner Acquisition.

This Current Report does not constitute a notice of repayment of any outstanding indebtedness of the Company or its subsidiaries. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated in this Item 7.01 by reference.

Neither this Current Report nor the press release constitute an offer to sell, or the solicitation of an offer to buy, the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements.

Financial Statements of Klöckner

The audited consolidated financial statements of Klöckner as of and for the year ended December 31, 2025 and the unaudited condensed consolidated interim financial statements of Klöckner as of and for the three months ended March 31, 2026 are being provided to potential investors in connection with the Notes Offering and are furnished with this Current Report as Exhibit 99.2 and incorporated by reference herein.

Pro Forma Financial Information of the Company

The unaudited pro forma condensed combined balance sheet of the Company as of February 28, 2026 and the unaudited pro forma condensed combined statements of earnings of the Company for the year ended May 31, 2025 and the nine months ended February 28, 2026, in each case, giving effect to the Klöckner Acquisition, are being provided to potential investors in connection with the Notes Offering and are furnished with this Current Report as Exhibit 99.3 and incorporated by reference herein.

The information contained in Item 7.01 of this Current Report and in Exhibits 99.1, 99.2 and 99.3 hereto is being furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated into any registration statement or other filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Document Description

99.1*

Press Release, dated May 26, 2026

99.2*

Klöckner & Co SE Audited Consolidated Financial Statements as of and for the year ended December 31, 2025 and Unaudited Condensed Consolidated Interim Financial Statements as of and for the three months ended March 31, 2026

99.3*

Worthington Steel, Inc. Unaudited Pro Forma Condensed Combined Balance Sheet as of February 28, 2026 and the Unaudited Pro Forma Condensed Combined Statements of Earnings for the Year Ended May 31, 2025, for the Nine Months Ended February 28, 2026 and for the Twelve Months Ended February 28, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information “furnished” in this Current Report on Form 8-K under Item 7.01 (including Exhibits 99.1, 99.2 and 99.3) shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Important Information

This Current Report on Form 8-K and the materials included herewith constitute neither an offer to purchase nor a solicitation of an offer to sell Klöckner shares. The final provisions relating to the takeover offer are disclosed in the offer document, as amended. BidCo reserves the right to deviate from the key points set out herein and in the offer document, as amended, in the final terms of the takeover offer to the extent legally permissible. Investors and Klöckner shareholders are strongly advised to read the offer document, as amended, and all other documents relating to the takeover offer, as they contain important information.

The Offer (as amended, “takeover offer”) is being 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 offer 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, as amended, and any exemptions to be granted by the relevant regulatory authorities, no takeover offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This Current Report on Form 8-K 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.

BidCo 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. Information 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 Current Report on Form 8-K relates to shares in a German company and is subject to the statutory provisions 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 BidCo and the company included elsewhere, including in the offer document, as amended, has been and will be prepared in accordance with provisions applicable in the Federal Republic of Germany and has not been and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any other securities regulator. Klöckner shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the takeover offer is being made in respect of securities of a company which is a foreign private issuer within the meaning of the Exchange Act and the shares of which are not registered under Section 12 of the Exchange Act and that the company is not subject to the periodic reporting requirements of the 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 is being made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the 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 is being 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 Current Report on Form 8-K, will be disseminated 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 U.S. securities laws, such laws only apply to Klöckner shareholders in the United States, and no other person has any claims under such laws.

Any agreement concluded with the BidCo as a result of the acceptance of the planned takeover offer will be governed exclusively 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 BidCo and the company are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective 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.

Neither this Current Report on Form 8-K nor any exhibit hereto constitutes an offer to sell, or the solicitation of an offer to buy, the Notes, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. This Current Report on Form 8-K 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 Worthington Steel’s and Klöckner’s plans, objectives, expectations and intentions related to the Klöckner Acquisition, the Notes Offering and the expected use of proceeds therefrom, the expected outcomes of the proposed Klöckner Acquisition, the expected timeline for completing the Klöckner 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,” “estimates,” “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, the proposed Klöckner Acquisition and the Notes Offering, 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 Klöckner Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the Klöckner Acquisition; (ii) the financing arrangements relating to the Klöckner Acquisition, including the Notes Offering and the expected use of proceeds therefrom, (iii) 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, (iv) the potential impact of the announcement or consummation of the proposed Klöckner Acquisition on relationships with customers, suppliers and other third parties, (v) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vi) 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 amendments the offer document yet to be published after publication of the documents or notifications. This Current Report on Form 8-K speaks only as of the date hereof. Each of Worthington Steel and Klöckner disclaims any duty to update the information herein.

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: May 26, 2026

By:

/s/ Joseph Y. Heuer

Name:

Joseph Y. Heuer

Title:

Vice President - General Counsel and Secretary

EX-99.1

Filename: d61542dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Worthington Steel Announces Launch of $900 Million Senior Secured Notes Offering

COLUMBUS, Ohio, May 26, 2026 – Worthington Steel, Inc. (“Worthington Steel”) (NYSE: WS), announced today that WS Escrow LLC (the

“Escrow Issuer”), a wholly owned subsidiary of Worthington Steel, intends to offer (the “Offering”), subject to market conditions and other factors, $900 million aggregate principal amount of senior secured notes due

2033 (the “Notes”).

Worthington Steel intends to use the net proceeds from the proposed Offering, together with borrowings under a new term

loan credit facility, (i) to fund the consideration and other payments in connection with Worthington Steel’s pending acquisition (the “Kloeckner Acquisition”) of Kloeckner & Co SE (“Kloeckner”), (ii) to

fund loans to Kloeckner pursuant to a shareholder loan, (iii) to fund share purchases and other compensation to remaining minority Kloeckner shareholders in connection with the Kloeckner Acquisition, (iv) to pay transaction fees and

expenses related to the foregoing, (v) to repay certain existing indebtedness of Worthington Steel and Kloeckner and (vi) for general working capital purposes of Worthington Steel and its subsidiaries. The Offering is not conditioned on

the consummation of the Kloeckner Acquisition.

If the Kloeckner Acquisition is not expected to be consummated within three business days of the closing

of the Offering, the Escrow Issuer will issue the Notes and will deposit (or cause to be deposited) the net proceeds of the Offering into an escrow account (the “Escrow Account”) for the benefit of the holders of the Notes until the date

on which certain escrow release conditions are satisfied (the “Escrow Release”). If the Kloeckner Acquisition is expected to be consummated within three business days of the closing of the Offering, then Worthington Steel may elect to

issue the Notes directly, rather than through the Escrow Issuer, and the net proceeds will not be deposited into escrow. If the Acquisition is not consummated by March 12, 2027 or upon the occurrence of certain other events, the Notes will be

subject to a special mandatory redemption at a price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest to, but not including, the date of the special mandatory redemption.

If the Notes are issued by the Escrow Issuer, prior to the Escrow Release, the Notes will not be guaranteed and will be the sole obligation of the Escrow

Issuer. Substantially concurrently with the Escrow Release, the Escrow Issuer will merge with and into Worthington Steel, with Worthington Steel continuing as the surviving entity. Worthington Steel will then assume the obligations of the Escrow

Issuer under the Notes and the indenture governing the Notes, and the Notes will be fully and unconditionally guaranteed by each of Worthington Steel’s subsidiaries that guarantee Worthington Steel’s obligations under its new term loan

credit facility. From and after the Escrow Release, the Notes and the related guarantees will be secured by liens on substantially all of Worthington Steel’s and the guarantors’ assets, subject to certain exceptions.

The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),

any state securities laws or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or pursuant to an

exemption from, or in a transaction not subject to, registration. The Notes and related guarantees will be offered only to persons who are

either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are “non-U.S. persons” under Regulation S

under the Securities Act.

This press release is neither an offer to sell, nor the solicitation of an offer to buy, the Notes or any other securities and

shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About Worthington Steel

Worthington Steel is one of

North America’s premier value-added metals processors with the ability to provide a diversified range of products and services that span a variety of end markets.

Forward-Looking Statements

This press release

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

Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the Kloeckner Acquisition and the benefits of the transaction, the expected outcomes of the Kloeckner Acquisition, including estimated cost,

operations and commercial synergies and the timeline to realize such synergies, 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,” “estimates,” “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 Kloeckner’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 Kloeckner Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals, (ii) risks and uncertainties related to general market conditions and the completion of

the proposed Offering on the anticipated terms, or at all, (iii) Worthington Steel’s entry into the term loan credit facility, (iv) the effects of the transaction on Worthington Steel’s and Kloeckner’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 Kloeckner 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. This press release speaks only as of the date hereof. Worthington Steel disclaims any duty to update the

information herein.

Media Contacts:

Worthington Steel

Melissa Dykstra

Vice President, Corporate Communications and Investor Relations

Phone: 614-840-4144

Melissa.Dykstra@WorthingtonSteel.com

European Media Contact:

Brunswick Group

Julia Klostermann

Director

+49 174-740-2796

Jklostermann@brunswickgroup.com

EX-99.2

Filename: d61542dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

Consolidated financial statements

Consolidated statement of income

for the 12-month period ending December 31, 2025

(€ thousand)

Notes

2025

2024

Sales

6,380,154

6,632,193

Changes in inventory

4,266

-41,727

Own work capitalized

830

–

Other operating income

57,145

37,530

Cost of materials

-5,180,578

-5,477,720

Personnel expenses

-593,514

-542,469

Depreciation and amortization

-119,763

-125,827

Impairment losses of intangible assets and

property, plant and equipment

-1,023

-3,243

Impairment reversals of intangible assets and

property, plant and equipment

Other operating expenses

-516,743

-498,726

Operating result

30,869

-19,939

Income from

investments

-1,565

-1,607

Finance income

6,778

2,313

Finance expenses

-53,923

-64,223

Financial result

-47,144

-61,910

Earnings before taxes

-17,840

-83,456

Income taxes

-35,546

-62,241

Net income from continuing operations

(net of tax)

-53,386

-145,698

Net income from discontinued operations (net of

tax)

–

-29,861

Net income

-53,386

-175,559

thereof attributable to

– Shareholders of

Klöckner & Co SE

-53,641

-176,702

–

non-controlling interests

255

1,143

Earnings per share from continuing

operations (€/share)

– basic/diluted

-0.54

-1.47

Earnings per share attributable to the

ordinary equity holders of Klöckner & Co SE (€/share)

– basic/diluted

-0.54

-1.77

Statement of comprehensive income

for the 12-month period ending December 31, 2025

(€ thousand)

Notes

2025

2024

Net income

-53,386

-175,559

Other comprehensive income not

reclassifiable

Actuarial gains and losses (IAS

19)

16,126

133,790

Total

16,126

133,790

Other comprehensive income

reclassifiable

Foreign currency translation

-92,600

40,124

Gains/losses from cash flow

hedges

-1,981

-214

Financial assets at fair value through

OCI

-66

114

Reclassification to profit and loss due to sale

of foreign subsidiaries

19,625

12,552

Total

-75,023

52,575

Deferred taxes on other comprehensive

income

-4,095

-23,347

Other comprehensive

income

-62,991

163,018

Group total comprehensive

income

-116,378

-12,541

thereof attributable to

– Shareholders of

Klöckner & Co SE

-116,656

-13,727

–

non-controlling interests

278

1,186

Total comprehensive income attributable to the

shareholders of Klöckner & Co SE refers to:

– continuing operations

-116,656

3,394

– discontinued

operations

-17,121

Klöckner & Co SE Annual Report 2025

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

Consolidated statement of financial position

as of December 31, 2025

Assets

(€ thousand)

Notes

December

31, 2025

December

31, 2024

Non-current assets

Intangible assets

(a)

178,331

206,584

Property, plant and equipment

(b)

810,097

812,443

Investment property

(d)

6,807

Other financial assets

28,509

34,553

Other

non-financial assets

228,269

211,175

Deferred tax assets

10,833

17,120

Total

non-current assets

1,262,845

1,281,875

Current assets

Inventories

1,143,577

1,290,669

Trade receivables

583,290

610,697

Contract assets

57,098

55,585

Supplier bonus receivables

55,554

55,414

Current income tax receivables

32,851

41,543

Other financial assets

12,676

15,729

Other

non-financial assets

56,534

51,193

Cash and cash equivalents

60,205

120,793

Assets held for sale

14,673

14,383

Total current assets

2,016,459

2,256,006

Total assets

3,279,304

3,537,881

Equity and

liabilities

(€ thousand)

Notes

December

31, 2025

December

31, 2024

Equity

Subscribed capital

249,375

Capital reserves

568,622

570,007

Retained earnings

460,185

534,183

Accumulated other comprehensive

income

297,752

360,179

Equity attributable to shareholders of

Klöckner & Co SE

1,575,933

1,713,743

Non-controlling interests

6,298

6,972

Total equity

1,582,231

1,720,714

Non-current liabilities

Provisions for pensions and similar

obligations

17,302

19,073

Other provisions and accrued

liabilities

8,478

8,962

Non-current financial liabilities

670,210

712,706

Other financial liabilities

1,412

1,359

Deferred tax liabilities

88,027

91,727

Total

non-current liabilities

785,429

833,826

Current liabilities

Other provisions and accrued

liabilities

85,012

87,066

Income tax liabilities

27,256

23,382

Current financial liabilities

93,711

183,314

Trade payables

651,401

638,547

Other financial liabilities

16,741

24,822

Non-financial contract liabilities

11,678

3,191

Advance payments received

1,530

1,924

Other

non-financial liabilities

24,315

21,095

Total current

liabilities

911,645

983,341

Total liabilities

1,697,073

1,817,167

Total equity and

liabilities

3,279,304

3,537,881

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Services

Consolidated statement of cash flows

(€ thousand)

Notes

2025

2024

Net income

-53,386

-175,559

Result from discontinued

operations

29,861

Income taxes

35,546

62,241

Financial result

47,144

61,910

Income from investments

1,565

1,607

Depreciation, amortization, reversal of

impairment losses and impairment losses of non-current assets

120,690

129,021

Other

non-cash income/expenses

-1,691

-209

Gain on disposal of non-current assets

8, 11

-9,444

-618

Change in net working capital

Inventories

-2,401

148,646

Trade receivables, contract assets, supplier

bonus receivables

-58,707

78,184

Trade payables, contract liabilities, advance

payments received

27, 28

123,839

-66,759

Change in other operating assets and

liabilities

-21,083

-21,996

Interest paid

-54,696

-52,562

Interest received

725

944

Income taxes paid

-28,739

-40,303

Income taxes received

10,160

5,800

Cash flow from operating activities

– continuing operations

109,520

160,209

Cash flow from operating activities –

discontinued operations

-45,504

Cash flow from operating

activities

109,520

114,705

(€ thousand)

Notes

2025

2024

Proceeds from the sale of non-current assets

107,006

2,802

Proceeds from/payments for the sale of

consolidated companies

731

Proceeds from the sale of financial

assets

4,963

397

Dividends received

912

107

Payments for intangible assets, property, plant

and equipment

-111,941

-110,252

Payments for investments in consolidated

subsidiaries

-5,303

-12,618

Payments for financial assets

-1,102

-1,605

Cash flow from investing activities

– continuing operations

-4,734

-121,169

Cash flow from investing activities –

discontinued operations

109,656

Cash flow from investing

activities

-4,734

-11,512

Dividend payments to shareholders of

Klöckner & Co SE

-19,950

Dividend payments to non-controlling interests

-1,140

Payments for own investment Management Board

members

-1,799

Disbursement for the acquisition of shares in

consolidated subsidiaries

-1,314

Borrowings of financial

liabilities

488,754

340,885

Repayment of financial

liabilities

-587,190

-422,218

Repayment of lease liabilities

-35,354

-34,205

Proceeds from derivatives of financing

activities

410

-1,206

Cash flow from financing activities

– continuing operations

-154,644

-139,633

Cash flow from financing activities –

discontinued operations

-2,753

Cash flow from financing

activities

-154,644

-142,386

Changes in cash and cash

equivalents

-49,857

-39,194

Effect of foreign exchange rates on cash and

cash equivalents

-10,731

5,085

Cash and cash equivalents at the beginning of

the period

120,793

154,903

Cash and cash equivalents at the end of the

period

60,205

120,793

Cash and cash equivalents at the end of

the reporting period as per statement of financial position

60,205

120,793

Please refer to the notes to the consolidated financial statements NOTE 34 – NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

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Summary of changes in consolidated equity

Accumulated other comprehensive income

(€ thousand)

Subscribed capital of

Klöckner & Co SE

Capital reserves of

Klöckner & Co SE

Retained earnings

Currency translation

adjustments

Actuarial gains and

losses (IAS 19)

Fair value

adjustments of

financial instruments

Equity attributable

to the shareholders

of Klöckner & Co SE

Non-controlling

interests

Total

January 1, 2024

249,375

570,420

777,890

273,388

-118,779

-4,598

1,747,694

7,010

1,754,705

Other comprehensive income

Foreign currency translation

40,075

40,124

Gains/losses from cash flow hedges

-214

Financial assets measured at fair value through other comprehensive

income

114

Actuarial gains and losses (IAS 19)

133,797

-7

133,790

Reclassification through profit and loss due to the sale of foreign

subsidiaries

12,552

Deferred taxes recognized in other comprehensive income

-23,348

-23,347

Other comprehensive income

52,627

110,449

-100

162,976

163,018

Net income

-176,702

1,143

-175,559

Total comprehensive income

-176,702

52,627

110,449

-100

-13,727

1,186

-12,541

Change in non-controlling

interests

-20

-85

-105

Dividends

-19,950

-1,140

-21,090

Share-based payments

-413

Gains/losses from hedges reclassified to inventories

158

Reclassification of actuarial losses within equity in accordance with

IAS 19.122

-47,035

47,035

Balance as of December 31, 2024

249,375

570,007

534,183

326,015

38,705

-4,540

1,713,743

6,972

1,720,714

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Accumulated other comprehensive income

(€ thousand)

Subscribed capital of

Klöckner & Co SE

Capital reserves of

Klöckner & Co SE

Retained earnings

Currency translation

adjustments

Actuarial gains and

losses (IAS 19)

Fair value

adjustments of

financial instruments

Equity attributable

to the shareholders

of Klöckner & Co SE

Non-controlling

interests

Total

Balance as of January 1, 2025

249,375

570,007

534,183

326,015

38,705

-4,540

1,713,743

6,972

1,720,714

Other comprehensive income

Foreign currency translation

-92,600

Gains/losses from cash flow hedges

-1,981

Financial assets measured at fair value through other comprehensive

income

-66

Actuarial gains and losses (IAS 19)

16,095

16,126

Reclassification through profit and loss due to the sale of foreign

subsidiaries

19,625

Deferred taxes recognized in other comprehensive income

-4,088

-7

-4,095

Other comprehensive income

-72,975

12,007

-2,047

-63,015

-62,991

Net income

-53,641

255

-53,386

Total comprehensive income

-53,641

-72,975

12,007

-2,047

-116,656

278

-116,378

Change in non-controlling

interests

-417

-366

-952

-1,318

Dividends

-19,950

Share-based payments

-1,386

Gains/losses from hedges reclassified to inventories

548

Reclassification of actuarial losses within equity in accordance with

IAS 19.122

-10

Balance as of December 31, 2025

249,375

568,622

460,185

253,090

50,702

-6,040

1,575,933

6,298

1,582,231

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Notes to the consolidated financial statements

of Klöckner & Co SE, Düsseldorf, as of December 31, 2025

Category

Fair value

(€ thousand)

Presented in the

Statement of

Financial Position as

Carrying amount

Fair value recognized

in profit or

loss

Fair value recognized

in equity

Amortized cost

Level 1

Level 2

Level 3

Total

Measured at fair value

Derivative financial instruments not designated in hedge accounting (Held for trading)

Other current and

non-current financial

assets

300

Participations

Other non-current

financial assets

22,109

22,061

22,109

Short-term deposits

(< 3 months)

Cash and cash

equivalents

Not measured at fair value

Trade receivables and contract assets

Trade receivables

and contract assets

640,388

Cash and cash equivalents

Cash and cash

equivalents

60,196

Other financial assets at cost

Other current and

non-current financial

assets

18,777

Other financial assets at cost

Bonus claims to

suppliers

55,554

Total

797,332

22,370

774,915

19,085

22,109

41,194

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Financial liabilities as of December 31, 2025

Category / Hedge Accounting / Lease

Fair value

(€ thousand)

Presented in the

Statement of

Financial Position as

Carrying amount

Fair value recognized

in profit or

loss

Fair value recognized

in equity

Amortized cost

Level 1

Level 2

Level 3

Total

Measured at fair value

Derivative financial instruments not designated in hedge accounting (Held for trading)

Other current and

non-current

financial liabilities

335

Derivative financial instruments designated in hedge accounting

Other current and

non-current

financial liabilities

1,261

Other financial liabilities

Other non-current

financial liabilities

1,412

Other financial liabilities

Other current

financial liabilities

7,726

Not measured at fair value

Financial liabilities at amortized cost

Current and non-

current financial

liabilities

591,043

590,485

Lease liabilities

Current and non-

current financial

liabilities

172,878

Trade payables

651,401

Other financial liabilities at amortized cost

Other current

financial liabilities

7,419

Total

1,433,475

9,474

1,261

1,422,741

592,081

9,138

601,219

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Financial assets as of December 31, 2024

Category

Fair value

(€ thousand)

Presented in the

Statement of

Financial Position as

Carrying

amount

Fair value recognized

in profit or

loss

Fair value recognized

in equity

Amortized cost

Level 1

Level 2

Level 3

Total

Measured at fair value

Derivative financial instruments not designated in hedge accounting

(Held for trading)

Other current and

non-current financial

assets

433

Participations

Other non-current

financial assets

32,556

32,442

114

32,556

Short-term deposits

(< 3 months)

Cash and cash

equivalents

Not measured at fair value

Trade receivables and contract assets

Trade receivables

and contract assets

666,281

Cash and cash equivalents

Cash and cash

equivalents

120,782

Other financial assets at cost

Other current and

non-current financial

assets

17,293

Other financial assets at cost

Bonus claims to

suppliers

55,414

Total

892,770

32,887

114

859,770

17,737

32,556

50,293

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Financial liabilities as of December 31, 2024

Category / Hedge Accounting / Leases

Fair value

(€ thousand)

Presented in the

Statement of

Financial Position as

Carrying amount

Fair value recognized

in profit or

loss

Fair value recognized

in equity

Amortized cost

Level 1

Level 2

Level 3

Total

Measured at fair value

Derivative financial instruments not designated in hedge accounting

(Held for trading)

Other current and

non-current financial

liabilities

984

Derivative financial instruments designated in hedge accounting

Other current and

non-current financial

liabilities

Other financial liabilities

Other non-current

financial liabilities

1,359

Other financial liabilities

Other current

financial liabilities

2,082

Not measured at fair value

Financial liabilities at amortized cost

Current and non-

current financial

liabilities

747,113

746,531

Lease liabilities

Current and non-

current financial

liabilities

148,907

Trade payables

638,547

Other financial liabilities at amortized cost

Other current

financial liabilities

21,712

Total

1,560,748

4,426

1,556,279

747,558

3,441

751,000

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Measurement of the fair value of the equity investments in the amount of €22,109 thousand (2024: €32,556 thousand) is classified as level 3. These

are mostly unquoted financial instruments (equity investments) for which there is no active market. Of the change in the fiscal year, a decrease of

€2,547 thousand (2024: decrease of €1,604 thousand) is attributable to

changes in fair value and a decrease of €3,852 thousand (2024: increase of

€1,345 thousand) to corporate actions, of which a decrease of

€4,953 thousand related to disposals. Fair value is measured on the basis of available financial information, such as transaction prices for financing rounds

or business plans to the extent that this information is reliable, or, as an approximation, as cost, which is considered an appropriate estimate of fair value as no more suitable information is available. A review is carried out on a quarterly basis

using all information available on the equity investments to establish whether cost is still representative of fair value. This would no longer be the case, for example, in the event of a change in the economic environment, a significant change in

the market in which the equity investments are active or other events relevant to measurement. As cost is the sole input factor for fair value, a percentage change in cost results in an equal change in fair value. The estimated fair value would

increase (decrease) with any increase (decrease) in cost. Given the size of the investment amount, even a 10% increase in cost would not have a material impact on fair value.

The fair values of non-current financial liabilities are determined on the basis of risk-adjusted

discounted cash flows.

In the case of current financial assets (mostly other assets), fair values are largely identical to carrying

amounts. The fair values of financial liabilities reflect the current market situation for the respective financial instruments as of December 31, 2025. Their fair values are not reduced by transaction costs. For current financial liabilities,

when there are no transaction costs to be deducted, their carrying amount is identical to fair value.

Financial instruments are

classified as Level 1 if the fair value is obtained from quoted prices in active markets. Fair values determined using other directly observable market inputs are classified as Level 2.

Changes in hierarchy levels are taken into account at the end of the period in which the change took place. There were no transfers between

hierarchy levels during the reporting year.

The Level 3 fair value includes an earn-out

clause from the acquisition of Sol Components LLC, Sacramento, USA, under which a subsequent purchase price adjustment of a maximum of USD 3.0 million was agreed subject to the achievement of specified sales targets as of June 30, 2025.

The fair value of the earn-out clause amounts to USD 1.8 million (€1.5 million).

Also included is contingent consideration of CHF 1.0 million (€1.1 million) for the acquisition of the shares in Müller Wüst AG, Aarau, Switzerland, which will fall due in 2026. As a qualitative component of the

contingent consideration, the sellers will receive a maximum amount of CHF 150 thousand (€161 thousand) for 2026 if certain milestones are achieved.

Consideration of CHF 850 thousand (€912 thousand) is dependent on cumulative net sales for the years 2024 to 2026 and the EBITDA margin in 2026.

A put liability from the acquisition of ODS Belgium B.V., Essen, Belgium is also included. The put option was entered into for a potential future

transfer of non-controlling interests valued by discounting future earnings based on budget figures. The future earnings are based on budget figures. Liabilities totaled €137 thousand in the fiscal year (2024: €137 thousand). IFRS 13.97 applies.

Derivative financial instruments

The Klöckner & Co Group is exposed to interest, currency and commodity price risk in its operating business. This risk is hedged using derivative financial instruments.

The Group exclusively uses market instruments with sufficient market liquidity. Derivative financial instruments are entered into and managed in

compliance with internal directives governing the scope of action, responsibilities and controls. According to these directives, the use of derivative financial instruments is a primary responsibility of the Corporate Treasury department of

Klöckner & Co SE, which manages and monitors the use of such instruments. Such transactions are only entered into with credit institutions with impeccable ratings. Derivative financial instruments are not allowed to be used for

speculative purposes and may only be used to hedge risks associated with hedged items.

Derivative financial instruments are accounted

for at fair value in accordance with IFRS 9. Hedge accounting is applied in accordance with IFRS 9.

Derivatives are initially

measured at fair value on inception and subsequently measured at fair value at each reporting date. Any gain or loss from a change in the fair value of a derivative financial instrument that is not a designated and effective cash flow hedge or hedge

of a net investment is immediately recognized in profit or loss. For derivative financial instruments that are designated hedges, the timing of the recognition of gains or losses depends on the type of hedge and its effectiveness. The

Klöckner & Co Group uses certain derivative financial instruments to hedge recognized assets or liabilities. Certain unrecognized firm commitments are also hedged.

Forward exchange contracts are measured item by item at the forward rate as of the reporting date, and exchange differences arising due to the

contracted forward exchange rate are recognized in profit or loss.

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Commodity forwards are designated in cash-flow hedge accounting and classified into planned and

unrecognized firm commitment procurement transactions. Two potential causes of ineffectiveness are over-hedging and divergence between the derivative’s underlying and the reference price formula. Any ineffectiveness is accounted for in cost of

materials.

The notional amounts and fair values of the derivative financial instruments in interest rate and

currency hedges as of the reporting date and risks of price fluctuations in procurement transactions are as follows:

December 31, 2025

December 31, 2024

(€ million)

Not designated in hedge

accounting

Designated in hedge

accounting

Average hedge rate

(in €)

Not designated in hedge

accounting

Designated in hedge

accounting

Average hedge rate (in €)

Nominal

values

Forward exchange contracts

161.8

64.4

Commodity

forwards

25.3

508

0.2

17,401

The notional amounts correspond to the non-netted sum of the currency,

interest rate and price portfolio.

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The amounts relating to items designated as hedging instruments were as follows:

December 31, 2025

December 31, 2024

Fair value

(€ million)

Forward

exchange

contracts

Commodity

forwards

Forward

exchange

contracts

Commodity

forwards

Not designated in hedge

accounting

0.0

-0.6

Designated in hedge

accounting

-1.3

Change in value of hedging

instrument recognized in other comprehensive income

-2.0

-0.1

Ineffectiveness recognized

in profit or loss

Gains and losses on hedges

reclassified to inventories – basis adjustment

-0.5

0.2

Amount reclassified from

hedging reserve to profit or loss

Balances remaining in

the cash flow hedge reserve from hedging relationships for which hedge accounting is no longer applied

-56.6

Forward exchange contracts are presented in other current financial assets and liabilities; commodity forwards

are presented in other current financial liabilities.

The fair values of the derivative financial instruments are determined on the

basis of quantitative finance methods using standard banking models. Counterparty risk as of the measurement date is taken into account in the determination of fair values. Where market prices exist, these correspond to the price a third party would

pay for the rights or obligations arising from the financial instruments. The fair values are the market values of the derivative financial instruments, irrespective of any offsetting changes in the value of hedged items.

Forward exchange contracts with a notional amount of

€162 million (2024: €64 million) have a remaining maturity of less

than one year. These include a notional amount of €86 million (2024: none) for the hedging of intra-Group loans.

Forward exchange contracts with a notional amount of

€25.3 million (2024: €0.2 million) have a remaining maturity of less

than one year.

Commodity price risks and opportunities for steel are presented using sensitivity analyses in accordance with IFRS 7.

These show how equity as of the reporting date is affected by changes in prices. Commodity price risk is measured as cash flow risk.

Scenario-based sensitivity analysis is used to show the effects on Klöckner & Co of a

parallel shift in price curves.

On the basis of the commodity forwards as of December 31, 2025, a 10% fall in the price level in

each case would have no material effect (December 31, 2024: no material effect) that would have to be accounted for in equity, in the cash flow hedge reserve.

Derivatives that constitute a financial asset or a financial liability where the right of set-off is

contingent on breach of contract or insolvency of one of the counterparties do not meet, or only partly meet, the criteria for offsetting in the consolidated statement of financial position under IAS 32.

The table below in accordance with IFRS 7.13C discloses the gross and net amounts of the financial instruments that are subject to master netting

arrangements:

2025

(€ thousand)

Gross amounts in

the statement of

financial position

thereof subject to

offsetting under

master netting

arrangements

Net amounts under

master netting

arrangements

Financial assets

Other current and non-current financial assets

– Forward exchange

contracts

300

-156

144

Financial

liabilities

Other current and non-current financial liabilities

– Forward exchange

contracts

-335

156

-179

– Commodity

forwards

-1,261

2024

(€ thousand)

Gross amounts in

the statement of

financial position

thereof subject to

offsetting under

master netting

arrangements

Net amounts under

master netting

arrangements

Financial assets

Other current and non-current financial assets

– Forward exchange

contracts

433

-220

213

Financial

liabilities

Other current and non-current financial liabilities

– Forward exchange

contracts

-984

220

-764

– Commodity

forwards

-43

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31.

Financial risk management

IFRS 7 requires an entity to provide disclosure that enables users of financial statements to evaluate the nature and the extent of risks arising

from financial instruments. These risks encompass credit risk, market risk (interest rates, exchange rates and commodity prices) and liquidity risk. For a description of the methods, processes, responsibilities and objectives of the risk management

system, please refer to the information provided in the group management report under HEADING 5.3 (RISKS AND OPPORTUNITIES).

Credit risk

The Company is exposed to credit risk mainly in its operating business. A credit risk is defined as an unexpected loss on financial assets, such

as if a customer is unable to meet its obligations when due. Operating receivables are locally monitored on an ongoing basis. Credit risk is taken into account by valuation allowances.

The maximum exposure to credit risk is reflected by the carrying amounts of financial assets in the statement of financial position. The

Klöckner & Co Group addresses credit risk with its own credit management and by taking out trade credit insurance. As of December 31, 2025,

€124 million (December 31, 2024: €130 million) of trade receivables

were covered by credit insurance.

Trade receivables

Prospective customers are credit-checked against an in-house risk board before order acceptance.

Additionally, there is an active receivables management system incorporating trade credit insurance. The broadly diversified receivables pool is also used for financing purposes as part of an ABS program in Germany and two ABL facilities in the USA

and Mexico.

In addition to local monitoring by each subsidiary, Klöckner & Co SE also monitors significant credit risk

at Group management level in order to better control specific individual risks and any cumulative risk.

There is no risk

concentration at Group level as trade receivables relate to large numbers of customers from a variety of sectors and regions. Klöckner & Co applies the simplified approach to trade receivables and contract assets, recognizing the

lifetime expected credit losses on inception. Determination of expected credit losses under the simplified approach is performed at Klöckner & Co in risk groups using historic credit loss rates. The assignment to risk groups is made on

the basis of shared credit risk characteristics. For Klöckner & Co, these include a customer’s geographical location and the past due status of contract assets.

Future-oriented information is incorporated by adjusting historic credit loss rates with scaling factors. These are based on gross domestic

product (GDP) growth rates in each region. Due to the structure of the receivables portfolio, the impact of this was small (under €0.2 million).

Contract assets relate to work in progress that has not yet been invoiced and generally have the

same risk characteristics as trade receivables for the same types of contract. Klöckner & Co has therefore concluded that the expected credit loss rates on trade receivables not past due are a suitable approximation of loss rates for

contract assets.

Individual valuation allowances are recognized under the simplified approach when one or more events have occurred

that have a detrimental impact on the debtor’s creditworthiness. Such events include payment delays, imminent insolvency or the granting of concessions to the debtor on account of payment difficulties. Trade receivables and contract assets are

written off if recovery is no longer probable. This is the case, for example, if a debtor becomes insolvent.

(€ thousand)

2025

2024

Valuation allowances as of

January 1 under IFRS 9

5,436

4,949

Utilization

-1,148

-954

Additions

2,109

1,297

Exchange rate differences

-256

144

Valuation allowances as of

December 31

6,141

5,436

The change in the valuation allowance is mainly due to the increase/decrease in the gross carrying amount of

trade receivables/contract assets that are credit-impaired.

The table below contains information on credit risk and expected credit

losses on trade receivables and contract assets.

2025

Gross trade

receivables

(€ thousand)

Average default

rates (in %)

Expected credit

loss

(€ thousand)

Germany

110,704

0,021-0,063

Switzerland

83,647

0.008

USA

282,561

0.036

Other

164,719

0,006-0,019

Total

641,632

0,006-0,063

195

Valuation allowance

-6,141

Carrying amount of trade

receivables

635,491

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2024

Gross trade

receivables

(€ thousand)

Average default rates (in %)

Expected credit loss

(€ thousand)

Germany

118,451

0,016-0,036

Switzerland

81,157

0.008

USA

348,149

0.041

126

Other

123,960

0,004-0,023

Total

671,718

0,004-0,041

216

Valuation allowance

-5,436

Carrying amount of

trade receivables

666,281

In addition to the expected credit losses, valuation allowances were recognized in the amount of €5,946 thousand (2024: €5,221 thousand) for incurred losses on trade

receivables.

Cash and cash equivalents and other financial assets

As part of liquidity management, Klöckner & Co SE deposits cash and cash equivalents exclusively with the Group’s core banks,

which hold immaculate ratings. Their credit standing is also regularly monitored against credit default swaps (CDSs).

Cash consists

of bank balances and short-term deposits in the form of call and time deposits. The maximum investment period is 90 days.

On the

basis of the limited investment period, the banks’ credit ratings and current CDS premiums, cash and cash equivalents have low default risk. No material impairment losses were therefore recognized on cash and cash equivalents in fiscal year

2025.

The other financial assets are mainly supplier bonus receivables. Supplier bonus receivables are immediately offset against the

next deliveries and their credit risk is assessed as immaterial.

Disclosures on liquidity risk

Liquidity requirements are continuously budgeted by the Klöckner & Co Group and monitored by the Corporate Treasury Department to

ensure appropriate levels of liquidity for the Group.

In total, the Group has credit facilities (including leases) in the amount of

approximately €1.5 billion (2024: €1.8 billion). Financial liabilities

plus transaction costs came to €764 million (2024: €896 million). This

corresponds to approximately 51% of the credit facilities (2024: 50%). For further information on our credit facilities, see NOTE 26 (FINANCIAL LIABILITIES).

For a partial amount of the available credit facilities, the banks have a right of

termination for cause in the event of a change in voting rights of more than 50% in the borrowing Klöckner Group company. This right of termination for cause relates to the syndicated revolving credit facility of Klöckner & Co SE

in the amount of €350 million (drawdown as of the December 31, 2025 reporting date: €134 million) and the European ABS program in the amount of €100 million

(drawdown as of the reporting date: €38 million).

In connection with the takeover offer from Worthington Steel published on February 5, 2026 (see also NOTE 36

(SUBSEQUENT EVENTS) and SECTION 4.2. (TAKEOVER DISCLOSURES) in the management report), it is considered probable that a change in voting rights of more than 50% could arise in the next 12 months. To the extent that the lenders do not exercise their right of

termination for cause in connection with the implementation of the takeover offer from Worthington Steel and no replacement facilities have been put in place, Worthington Steel GmbH (the bidder) and Worthington Steel, Inc. have undertaken in the

business combination agreement of January 15, 2026, if requested, to make available, or to arrange that there are made available, sufficient funds to refinance the amounts drawn under such financing arrangements immediately before the closing

of the public takeover offer.

Klöckner & Co SE Annual Report 2025

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Services

December 31, 2025

Cash outflows

(€ thousand)

Less than 1 year

1 – 5 years

More than 5 years

Total

Bank loans, ABL

Nominal values

325,365

Bank loans, other

Nominal values

15,642

213,160

4,200

233,002

ABL

Interest

17,859

10,269

28,128

Other

Interest

11,539

15,279

194

27,011

Total

45,039

564,073

4,394

613,506

ABS

Nominal values

38,000

Interest

2,648

4,336

6,984

Total

40,648

4,336

44,984

Lease liabilities

Nominal values

39,671

78,084

55,123

172,878

Interest

5,359

11,343

6,226

22,927

Total

45,029

89,427

61,349

195,805

Total financial

liabilities

130,716

657,835

65,743

854,295

Cash outflows from derivative financial

instruments designated in interest hedging relationships

December 31, 2024

Cash outflows

(€ thousand)

Less than 1 year

1 – 5 years

More than 5 years

Total

Bank loans, ABL

Nominal values

423,525

Bank loans, other

Nominal values

31,651

258,198

5,000

294,849

ABL

Interest

25,688

40,597

66,284

Other

Interest

12,013

19,885

321

32,219

Total

69,352

742,205

5,321

816,878

ABS

Nominal values

30,000

Interest

2,596

214

2,810

Total

32,596

214

32,810

Lease liabilities

Nominal values

33,176

76,814

38,917

148,907

Interest

7,655

13,499

4,196

25,350

Total

40,831

90,313

43,113

174,258

Total financial

liabilities

142,779

832,732

48,434

1,023,945

Cash outflows from derivative financial

instruments designated in interest hedging relationships

Klöckner & Co SE Annual Report 2025

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The table includes all instruments for which contractual payments are agreed as of the reporting

date; budgeted payments for new liabilities to be assumed in the future are not included. Variable interest on financial instruments is determined on the basis of the forward yield curve immediately before the reporting date. For drawings on the

revolving credit facility, it was assumed that the level of drawings as of the reporting date will be maintained for the remaining term of the facility.

Net gains or losses by category

Net gains or losses in the assets at amortized cost measurement category are

presented in the table below. For the presentation of net interest income, please refer to NOTE 13 (FINANCIAL RESULT).

(€ thousand)

December 31,

2025

December 31,

2024

Exchange rate differences

428

-2,359

Valuation allowance

-2,954

-3,904

Subtotal

-2,526

-6,263

Net income credit insurance

-1,314

-290

Net result

-3,840

-6,553

There was a net negative effect in the fiscal year of €66 thousand (2024: positive effect of €114 thousand) in the equity

instruments at fair value through other comprehensive income (OCI) category.

The net gain or loss in the other financial liabilities

category relates to currency translation. In the fiscal year, there was a net loss of €172 thousand (2024: net gain of €173 thousand).

Financial assets measured at fair

value total €300 thousand (2024: €433 thousand). The net effect on

earnings (other effects recognized in profit or loss) amounts to a negative €129 thousand (2024: net positive effect of €105 thousand). Further information about income from long-term equity investments measured at fair value is provided in NOTE 12 (INCOME FROM INVESTMENTS).

There are €335 thousand (2024: €984 thousand) in financial liabilities measured at

fair value and €1,422,741 thousand (2024: €1,556,279 thousand) in

financial liabilities measured at amortized cost. This resulted in negative net income effects of €537 thousand (2024: negative net income effects of €108 thousand) (other effects recognized in profit or loss).

Disclosures on interest rate risk

Klöckner & Co is exposed to interest rate changes due to the

use of financial instruments. The hedging policy is geared to risk arising from interest rate changes on variable-rate financial liabilities. The Klöckner & Co Group faces interest rate risk exposure on its central financing

instruments in the eurozone (holding company syndicated loan; ABS in Germany) and on local borrowings, notably in the USA and Mexico (ABL) and in Switzerland (syndicated loan). There is additional interest rate risk exposure on short-term deposits

of liquid funds at banks. The Corporate Treasury Department monitors and controls interest rate risk on financial liabilities.

As part of central Group financing, the Group’s borrowing needs are primarily met with a

diversified portfolio of financing instruments. These mainly comprise the working capital instruments (holding company syndicated loan, ABS in Germany, syndicated loan in Switzerland; US ABL and Mexico ABL). The working capital instruments are

variable-rate financial instruments, generally with flexible drawing provisions.

Taking into account local borrowings in the amount

of €8 million and lease liabilities in the amount of

€173 million, €181 million or approximately 24% of financial

liabilities before transaction costs were fixed-rate as of December 31, 2025 (2024: €165 million or approximately 18%).

Interest rate risk exposures and opportunities are presented using sensitivity analyses in accordance with IFRS 7. These show how interest income

and expense and equity as of the reporting date are affected by changes in market interest rates. Interest rate risk is measured as cash flow risk.

Scenario-based sensitivity analysis is used to show the effects on Klöckner & Co’s profit or loss of a parallel shift in yield curves in the relevant currencies. The cash flow effect of the shift in the yield

curve relates solely to interest expense and income for the following reporting period.

On the basis of financial liabilities as of

December 31, 2025, an increase in market interest rates on each of the relevant currencies by 100 basis points would have a negative effect on the financial result in the amount of approximately €5.9 million (2024: €6.9 million) for an analysis period of one year.

2025

2024

(€ million)

100 Bp

EUR

1.9

2.2

USD

3.3

3.8

CHF

0.8

0.9

Total

5.9

6.9

A rising interest rate scenario creates upside potential for the accumulated holdings of liquidity. Assuming a one-year investment period, an increase in market interest rates by 100 basis points would have a positive effect in the amount of

€0.6 million (2024: €1.2 million).

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2025

2024

(€ million)

100 Bp

EUR

0.1

0.3

USD

0.4

0.8

CHF

0.1

Total

0.6

1.2

Conversely, we expect that a fall in market interest rates by 100 basis points would result in the aforesaid

effects in the opposite direction.

Disclosures on currency risk

Within our risk strategy, only transaction risk and risk on intra-Group borrowings are subject to our hedging policy. Our hedging activities do

not target translation risk relating to the translation of income and expenses into our Group currency. Currency risk therefore arises from borrowing, intra-Group dividend payments, acquisitions and operating activities.

The Klöckner & Co Group operates central foreign currency management. Domestic and foreign subsidiaries are required to identify

currency risk and to hedge it through the Corporate Treasury Department or, within set limits, individually with banks. The hedges cover currency risk on recognized sales and purchases as well as on firm sale and purchase commitments. With regard to

currency risk on firm sale commitments, the hedging strategy takes into account the compensatory effects of operating measures and market changes (natural hedges).

At the reporting date, the Klöckner & Co Group did not have any material exposure to currency risk arising from its operating

activities or acquisitions.

In financing, currency risk arose on foreign currency loans provided by Klöckner & Co SE to

subsidiaries. These loans are granted to finance Group companies as part of central Group financing and are fully hedged. There were no such financing measures as yet at the reporting date (2024: none). The intra-Group loans, including ongoing

interest payments, have been hedged with forward contracts and currency swaps.

Currency transactions at our subsidiaries in Mexico,

Switzerland and the Netherlands amounted to €76 million at the year-end (2024: €64 million). These relate to forward exchange contracts and currency swaps entered into to hedge customer and supplier payments.

Our currency swaps had a negative fair value as of the reporting date of

€0.04 million (2024: negative fair value of €0.6 million).

Commodity price risk

Due to its business model, the company is dependent on steel and other metals, the prices of which are highly volatile due to cyclical demand,

regional availability and speculation. To limit the price risk on expected future net requirements, Klöckner & Co enters into contracts with suppliers for future physical delivery.

In addition, cash-settled OTC metal forwards are used, which are entered into at the American and Swiss country organizations in coordination

with Corporate Treasury and result in a settlement payment based on a reference index. Forward positions vary according to expected production volumes and price movements during the year.

Commodity forwards are designated in cash-flow hedge accounting and classified into planned and unrecognized firm commitment procurement

transactions. Potential causes of ineffectiveness include over-hedging and divergence between the derivative’s underlying and the reference price formula. Any ineffectiveness is accounted for in cost of materials.

Due to the existing contract volumes as of December 31, 2025, there are no material sensitivities on these positions (December 31, 2024: no

material sensitivities). Commodity price risks and opportunities for steel and other metals are presented using sensitivity analyses in accordance with IFRS 7. These show how equity as of the reporting date is affected by changes in prices.

Commodity price risk is measured as cash flow risk.

Scenario-based sensitivity analysis is used to show the effects on

Klöckner & Co of a parallel shift in price curves.

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32.

Litigation, contingent liabilities and commitments

Contingent liabilities are possible obligations which arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. They also include present obligations that arise from past events but are not recognized because it is not probable

that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. Unless the possibility of any outflow in settlement is remote, a

description of the nature of the contingent liability is disclosed.

The Klöckner & Co Group is not involved in any

litigation or arbitration proceedings that could have a material impact on the Group’s financial situation. Notwithstanding extensive compliance measures, however, isolated compliance violations and legacy cases cannot be ruled out.

There are also guarantees that are given on divestments and property disposals. Such guarantees cover customary representations and

warranties as well as environmental and tax contingencies.

Other commitments arise from purchase commitments; these amounted as of

December 31, 2025 to €133 million for capital expenditure on fixed assets (2024: €58 million) and €479 million for goods (2024: €225 million).

33.

Related party transactions

Klöckner & Co SE is a dependent company of SWOCTEM GmbH, Haiger, within the meaning of Section 312 of the German Stock

Corporation Act (AktG). The majority shareholder of SWOCTEM GmbH is Prof. Dr. E.h. Friedhelm Loh, who is to be regarded as a controlling party of Klöckner & Co. SE due to his shareholding in SWOCTEM. Pursuant to Section 312

(1) of the German Stock Corporation Act, the Management Board of Klöckner & Co SE has therefore prepared a report on relations with affiliated companies. Please see the concluding statement to the REPORT IN SECTION 4.1 of the combined management report for fiscal year 2025.

Related parties within the meaning of IAS 24 therefore include SWOCTEM GmbH, entities related to it and entities which are controlled, jointly

controlled or significantly influenced by Prof. Dr. E.h. Friedhelm Loh or his close family members or in which key management positions are held by these persons. In the reporting year, the Group supplied these companies with goods to the value

of €5,752 thousand (2024: €7,278 thousand) and purchased goods to the

value of €49 thousand (2024: €72 thousand) and services to the value

of €34 thousand (2024: €31 thousand). All transactions took place at

arm’s length. There were receivables of €252 thousand (2024:

€561 thousand) and liabilities of €0 thousand (2024: €12 thousand) as of the reporting date.

The

Management Board, the Supervisory Board and their close family members are also classified as related parties within the meaning of IAS 24. With the exception of the above disclosures concerning Prof. Dr. E.h. Friedhelm Loh, transactions with

members of the Management Board and Supervisory Board are restricted in the reporting period to transactions in their capacity as members of the Management Board or Supervisory Board as set out below. The members of the Management Board are Guido

Kerkhoff, Dr. Oliver Falk and John Ganem. The members of the Supervisory Board are Prof. Dr. Dieter H. Vogel, Dr. Ralph Heck, Prof. Dr. Tobias Kollmann, Prof. Dr. E.h. Friedhelm Loh, Uwe Röhrhoff and Dagmar

Steinert.

Remuneration for Management Board members consists of non-performance-related and

performance-related components. The non-performance-related components consist of a monthly fixed salary, retirement provision and ancillary benefits. The performance-related remuneration is granted in the

form of a variable target bonus, which is made up of a short-term (cash) and a long-term (personal investment) component. This personal investment component requires the purchase of shares in Klöckner & Co SE at the grant date and is

subject to a four-year lock-up period. The figure of €1,386 thousand stated for share-based remuneration in 2024

relates to the fair value of the Management Board’s personal investment component to be paid out in shares for fiscal year 2024 and corresponds to the entitlement granted. Due to the takeover offer from Worthington Steel published on

February 5, 2026, the Supervisory Board decided to suspend the obligation of the Management Board members to invest the personal investment component of the annual bonus for fiscal year 2025 and to pay out the annual bonus entirely in cash.

Accordingly, a provision in the full amount of €2,448 thousand (2024:

€924 thousand) was recognized for the performance-related remuneration of the Management Board for fiscal year 2025.

Klöckner & Co SE Annual Report 2025

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Supervisory Board remuneration comprises basic remuneration, attendance fees, expenses and the

value added tax payable on the remuneration components. As of December 31, 2025, there was a provision for basic remuneration for the Supervisory Board in the amount of

€648 thousand (2024: €644 thousand).

The components of the remuneration system for the Management Board and the Supervisory Board are set out in detail with disclosures for

individual members in the remuneration report. The table below shows total compensation of members of the Management Board and of the Supervisory Board of Klöckner & Co SE – differing from the disclosures of remuneration granted

and owed contained in the remuneration report – pursuant to the stipulations of German commercial law:

(€ thousand)

2025

2024

Management

Board

Fixed components

2,329

2,253

Annual bonus

2,448

2,310

Other remuneration

942

918

Total remuneration

pursuant to Section 314 No. 6a of the German Commercial Code (HGB) – Management Board

5,718

5,481

Supervisory

Board

Fixed components

648

644

Total remuneration pursuant to

Section 314 No. 6a of the German Commercial Code (HGB) – Supervisory Board

648

644

The following table illustrates the remuneration in accordance with IAS 24 (Related Party Disclosure) for the

Management Board and the Supervisory Board:

(€ thousand)

2025

2024

Short-term benefits (IAS

24.17 a)

– Management

Board

5,718

4,095

– Supervisory

Board

648

644

Share-based remuneration from the personal

investment component of Management

Board variable remuneration (IAS 24.17 e)

1,386

Total remunerations

IFRS

6,366

6,125

There are pension provisions of

€6,622 thousand (2024: €6,963 thousand) for members of the Management

Board as of the reporting date.

Pursuant to Section 314 No. 6 b) of the German Commercial Code (HGB), total remuneration

paid to former members of the Management Board was €911 thousand in the reporting year (2024: €915 thousand). In addition, there are pension provisions for former Management Board members in the amount of €18,785 thousand (2024: €20,666 thousand).

As of December 31, 2025, as in the prior year, no loans or advances had been granted to

members of the Management Board or Supervisory Board; likewise, as in the prior year, no commitments had been assumed into in favor of members of the Management Board or Supervisory Board.

Furthermore, all Group companies listed in the annex to the notes to the consolidated financial statements of the parent company of

Klöckner & Co SE are also classified as related parties within the meaning of IAS 24. All transactions with related parties included in the consolidated financial statements have been eliminated in the consolidation entries.

Transactions with associates or non-consolidated subsidiaries generally resulted from normal trading in goods and services. In the reporting year, the Group supplied these companies with goods to the value of €6 thousand (2024: €43 thousand) and purchased goods from them to the value

of €856 thousand (2024: €943 thousand). All transactions took place at

arm’s length. There were liabilities of €122 thousand (2024:

€112 thousand) as of the reporting date.

Without exception, the transactions between the Group companies and related parties are attributable to ordinary activities and were conducted on

an arm’s length basis.

Klöckner & Co SE Annual Report 2025

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34.

Notes to the consolidated statement of cash flows

The consolidated statement of cash flows is presented in accordance with IAS 7 (Statement of Cash Flows). It is of central importance in assessing

the cash flows of the Klöckner & Co Group.

The changes in the items of the statement of financial position that provide

the basis for the statement of cash flows cannot be directly reconciled to the statement of financial position due to the effects of currency translation and changes in the scope of consolidation, which are eliminated in preparing the statement of

cash flows.

Cash and cash equivalents (including

€0 million (2024: €9 million) in short-term investments) at the year-end 2025 came to €60 million (2024:

€121 million).

Cash flow from operating

activities

Cash flow from operating activities was

€110 million in the fiscal year (2024: €160 million). The main drivers

of cash flow from operating activities are operating income (EBITDA) and changes in net working capital. The additional release of funds net of exchange rate effects and changes in the scope of consolidation were as follows:

Variance

(€ thousand)

2025/2024

2024/2023

Inventories

2,401

-148,646

Trade

receivables

49,112

-72,516

Contract

assets

6,357

-6,113

Supplier bonus

receivables

3,239

445

Trade

payables

-115,525

64,742

Contract

liabilities

-8,690

1,747

Advance payments

received

377

270

Net Working

Capital

-62,730

-160,071

Cash flow from investing activities

Cash outflows of €113 million from capital expenditure

on property, plant and equipment, intangible assets and financial assets and of €5 million for the acquisition of consolidated subsidiaries were offset by a

total of €113 million in cash inflows from disposal of property, plant and equipment, financial assets and disposal groups. The net outcome was a cash

outflow of €5 million (2024: €121 million). Of the capital expenditure

on fixed assets, €11 million (2024: €15 million) was taxonomy-eligible

CAPEX.

Cash flow from financing activities

The negative €155 million (2024: negative €140 million) cash flow from financing activities includes a cash outflow of

€20 million for dividend payments to shareholders of Klöckner & Co SE and €35 million for lease liability repayments in accordance with IFRS 16.

The €1 million payments for derivatives in financing

activities in fiscal year 2024 relate to the settlement of currency transactions with banks (currency swaps) used to hedge intercompany loans.

The Klöckner & Co Group’s business activities constantly generate short-term cash inflows. These are generally used within one month to repay working capital facilities.

Financial liabilities changed as follows:

Klöckner & Co SE Annual Report 2025

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(€

thousand)

Liabilities to banks

Liabilities under ABS program

Lease liabilities

Total

Balance as of January 1, 2024

696,642

97,777

133,167

927,587

Changes in cash flow from financing activities

Borrowings of financial liabilities

331,149

9,736

340,885

Repayment of financial liabilities

-344,467

-77,752

-34,205

-456,424

Changes in cash flow from financing

activities

-13,318

-68,016

-34,205

-115,539

Changes arising from obtaining or losing control of subsidiaries or

other businesses

11,349

Effect of changes in foreign exchange rates

22,818

331

5,704

28,853

Other changes liability-related

Changes in bank overdraft

-989

New leases

33,375

Early terminations of leases

-483

Interest expense

53,341

5,414

4,731

63,486

Interest paid

-42,417

-5,414

-4,731

-52,562

Interest received

944

Total liability-related other changes

10,878

32,892

43,770

Balance as of December 31, 2024

717,021

30,092

148,907

896,019

Balance as of January 1, 2025

717,021

30,092

148,907

896,019

Changes in cash flow from financing

activities

Borrowings of financial liabilities

432,647

56,107

488,754

Repayment of financial liabilities

-539,000

-48,190

-35,354

-622,544

Changes in cash flow from financing

activities

-106,353

7,917

-35,354

-133,790

Changes arising from obtaining or losing control of subsidiaries or

other businesses

-7,627

127

-7,500

Effect of changes in foreign exchange rates

-45,723

-11,871

-57,594

Other changes liability-related

Changes in bank overdraft

-770

New leases

81,599

Early terminations of leases

-10,530

Interest income

-2,468

Interest expense

42,803

3,452

6,672

52,927

Interest paid

-44,572

-3,452

-6,672

-54,696

Interest received

725

Total liability-related other changes

-4,282

71,069

66,786

Balance as of December 31, 2025

553,035

38,008

172,878

763,921

Klöckner & Co SE Annual Report 2025

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35. Segment reporting

Reporting of operating segments in accordance with IFRS 8 is based on the internal organization and reporting structure. The

Klöckner & Co Group is organized by regions. The reporting structure covers all companies domiciled in these regions. Central functions not assigned to a segment and consolidation adjustments are reported separately.

The segments use the same significant accounting policies as described in

NOTE 5 (SIGNIFICANT ACCOUNTING POLICIES), except in the case of intra-Group transactions (especially

profit distributions and impairments on consolidated affiliated companies), which are eliminated within the individual segments.

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Kloeckner Metals Americas

Kloeckner Metals Europe

Total segments

Holding and other Group

companies

Consolidation

Total

(€ thousand)

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Shipments (Tto)

2,939,384

2,845,203

1,588,415

1,607,543

4,527,799

4,452,746

4,527,799

4,452,746

External sales

3,731,713

3,917,148

2,648,441

2,715,045

6,380,154

6,632,193

6,380,154

6,632,193

Gross profit

719,373

668,321

484,468

444,425

1,203,841

1,112,746

1,203,841

1,112,746

Gross profit margin (%)

19.3

17.1

18.3

16.4

18.9

16.8

18.9

16.8

Segment result (EBITDA)

180,081

149,326

-12,840

-34,871

167,241

114,455

-15,682

-3,381

-1,993

151,559

109,081

EBITDA before material special effects

177,591

153,925

-6,288

-17,838

171,303

136,088

2,177

-1,993

171,369

136,272

Income from investments

-1,565

-1,607

-1,565

-1,607

Earnings before interest and taxes (EBIT)

120,642

82,585

-71,639

-93,827

49,003

-11,242

-18,134

-6,704

-1,993

30,869

-19,939

Amortization and depreciation of intangible assets and property,

plant and equipment

-59,439

-65,818

-57,873

-57,134

-117,311

-122,953

-2,452

-2,875

-119,763

-125,827

Impairments on intangible assets and property, plant and

equipment

-923

-1,023

-1,872

-1,023

-2,795

-448

-1,023

-3,243

Impairment reversals on intangible assets and property, plant and

equipment

Interest income

3,190

572

6,031

2,642

9,221

3,214

19,345

31,672

-21,787

-32,573

6,778

2,313

Interest expense

-36,716

-41,271

-23,453

-32,260

-60,169

-73,532

-15,541

-21,857

21,787

31,166

-53,923

-64,223

Earnings before taxes (EBT)

87,116

41,885

-89,061

-123,445

-1,945

-81,560

-15,895

1,503

-3,400

-17,840

-83,456

Income taxes

-26,225

-22,309

-8,987

-4,704

-35,212

-27,013

-335

-35,228

-35,546

-62,241

Other non-cash

income/expenses

-1,782

-216

-1,782

-216

-1,695

-213

Net income from continuing operations

60,892

19,576

-98,048

-128,149

-37,156

-108,573

-16,230

-33,724

-3,400

-53,386

-145,698

Net income from discontinued operations

-47,571

17,710

-29,861

Capital expenditure for intangible assets, property, plant and

equipment and financial investments

-79,869

-57,512

-31,040

-51,587

-110,909

-109,099

-2,133

-2,757

-113,042

-111,856

Cash flow from operating activities – continuing

operations

66,283

58,886

59,752

94,038

126,035

152,924

-16,505

7,285

-10

109,520

160,209

Cash flow from operating activities – discontinued

operations

-45,504

Kloeckner Metals Americas

Kloeckner Metals Europe

Total segments

Holding and other Group

companies

Consolidation

Total

(€ thousand)

December

31, 2025

December

31, 2024

December

31, 2025

December

31, 2024

December

31, 2025

December

31, 2024

December

31, 2025

December

31, 2024

December

31, 2025

December

31, 2024

December

31, 2025

December

31, 2024

Net Working Capital

650,819

742,241

524,399

622,129

1,175,218

1,364,370

-307

4,333

1,174,911

1,368,702

Employees at year-end

(headcount)

3,041

3,109

3,256

3,174

6,297

6,283

203

224

6,500

6,507

Klöckner & Co SE Annual Report 2025

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

For the breakdown of sales by customer location and type of transaction, please see NOTE 7 (SALES).

EBITDA, as a key performance indicator, is defined as earnings before income from investments, interest, taxes, depreciation, amortization, impairments and reversals of impairments of intangible assets and property, plant and

equipment. The material special effects adjusted out of EBITDA are shown in NOTE 6 (SPECIAL ITEMS

AFFECTING THE RESULTS).

Net working capital comprises inventories and trade receivables, including contract assets and supplier bonus receivables, less trade payables,

including contract liabilities and advance payments received.

Non-cash income and expenses

mainly relate to changes in fair values of derivative financial instruments.

The net income from discontinued operations in the prior

year related to the sale of the distribution business in France, Belgium, the Netherlands and the United Kingdom.

Non-current assets by country

Intangible assets, property, plant and equipment and investment property are broken down by country as follows:

(€ thousand)

2025

2024

USA

320,280

361,340

Mexico

180,142

173,781

Switzerland

335,568

319,721

Germany

141,377

147,013

Other countries

17,867

17,172

Total

995,235

1,019,027

36. Subsequent events

On January 15, 2026, the Management Board of Klöckner & Co SE resolved to divest the Becker Group (the Becker CGU). The

Management Board of Klöckner & Co SE made this decision after a comprehensive analysis and evaluation of possible strategic options for the Becker Group. Through this step, Klöckner & Co intends to allow the Becker Group

to contribute to the consolidation of the European industry under new ownership while strengthening the focus on higher value-added products and services.

Likewise on January 15, 2026, Klöckner & Co SE and Worthington Steel Inc.,

together with the latter’s wholly owned subsidiary Worthington Steel GmbH (the “bidder”, together with Worthington Steel, Inc. “Worthington Steel”), signed a business combination agreement. The objective of the

agreement is, in the event of the successful consummation of a takeover offer by Worthington Steel, for the complementary alignment of the two companies to create the basis for sustainable growth and expand the footprint in Europe and North America.

Worthington Steel supports Klöckner & Co’s strategy of focusing on higher value-added products and services and is committed to the long-term development of the Group. The Management Board of Klöckner & Co

acknowledges that Worthington Steel, after successful completion of the takeover offer, will examine the possibility of a squeeze-out, a domination and profit and loss transfer agreement and/or a delisting of

the Company’s shares from the regulated market of the Frankfurt Stock Exchange. Worthington Steel intends to provide sufficient funds to refinance certain financing agreements in the event of their termination due to a change of control.

Furthermore, according to the business combination agreement, the Company’s headquarters for the European business is to remain in Düsseldorf. The company is to be managed independently and under its own responsibility by the current

Management Board. The size of the Supervisory Board is also to remain unchanged; following the completion of the takeover offer, Worthington Steel intends to be represented in the Supervisory Board in a manner which appropriately reflects the

shareholding and role as strategic partner. According to the agreement, no closures of sites or plants are planned. Worthington Steel also does not intend to initiate any lay-offs or lasting changes to working

conditions, collective agreements or works councils.

In addition, Worthington Steel notified Klöckner & Co on

January 15, 2026 that SWOCTEM GmbH has entered into an irrevocable undertaking to the bidder to tender its entire stake of approximately 41.53% in Klöckner & Co SE into the takeover offer.

On February 5, 2026, Worthington Steel announced a voluntary public takeover offer for all outstanding shares of Klöckner & Co

SE, offering €11.00 in cash per Klöckner share. The acceptance period for the takeover offer ends on March 12, 2026. In a response statement published

on February 13, 2026, the Management Board and Supervisory Board of Klöckner & Co SE recommended that the public takeover offer be accepted.

According to the announcement pursuant to Section 23 para. 1 sentence 1 no. 1 of the German Securities Acquisitions and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz – WpÜG), the total number of Klöckner & Co shares for which the takeover offer has been accepted as of February 25, 2026, 6:00 p.m. (local time Frankfurt am Main), plus the

Klöckner Shares directly held by the Bidder as well as the instruments relating to voting rights from Klöckner Shares held by the Bidder, amounts to a total of 52,409,704 Klöckner & Co shares. This corresponds to

approximately 52.54% of the share capital and voting rights of the Company at 6:00 p.m. (local time in Frankfurt am Main) on February 25, 2026. According to an announcement by the bidder, SWOCTEM GmbH has already tendered its entire stake of

around 41.53% in Klöckner & Co into the takeover bid. With regard to developments after the preparation date, please refer to the bidder’s further relevant publications.

The offer provides for a minimum acceptance rate of 65% and is subject to customary closing conditions, including regulatory approvals. According

to Worthington Steel, the transaction is expected to be completed in the second half of calendar year 2026.

Klöckner & Co SE Annual Report 2025

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

37.

Fees and services of the auditor of the consolidated financial statements

The auditor of the individual and consolidated financial statements of Klöckner & Co SE in the

reporting year is PricewaterhouseCoopers GmbH, Wirtschaftsprüfungsgesellschaft, Düsseldorf. The audit opinion is signed by Wirtschaftsprüferin (German Public Auditor) Antje Schlotter (from fiscal year 2023) and

Wirtschaftsprüferin (German Public Auditor) Verena Polzer (from fiscal year 2023).

The following fees were incurred for services

performed by the auditor PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf and companies of the worldwide PwC network:

2025

thereof

PricewaterhouseCoopers GmbH

(€ thousand)

Total

Wirtschaftsprüfungsgesellschaft

Audit of financial

statements

2,760

1,387

Other assurance

services

145

Total

2,905

1,532

2024

thereof

PricewaterhouseCoopers GmbH

(€ thousand)

Total

Wirtschaftsprüfungsgesellschaft

Audit of financial

statements

2,771

1,400

Other assurance

services

159

Total

2,930

1,559

The fees for the audit of financial statements mainly relate to the audit of the consolidated financial

statements in accordance with IFRS and the audits performed by the auditors of the separate financial statements of the consolidated subsidiaries and the review of the 2025 half-year financial report.

The fees for other assurance services relate to other statutory or contractual audits.

38.

Declaration of Conformity with the German Corporate Governance Code in accordance with

Section 161 of the German Stock Corporation Act (AktG)

The Management Board and the Supervisory Board

submitted the Declaration of Conformity in accordance with Section 161 AktG on December 16, 2025. This Declaration of Conformity was updated on January 15, 2026. Both Declarations of Conformity have been made permanently publicly

available to shareholders on the Klöckner & Co SE website.

Düsseldorf, March 4, 2026

Klöckner & Co SE

Management Board

Guido

Kerkhoff

Chairman of the Management Board

(CEO)

Dr. Oliver Falk

John Ganem

Member of the Management Board

(CFO)

Member of the Management Board

(CEO AMERICAS)

Klöckner & Co SE Annual Report 2025

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

Declaration of the Management Board

Statement by the Management Board on the consolidated financial statements and the group management report

To the best of our knowledge, and in accordance with International Financial Reporting Standards (IFRS), the consolidated financial statements

give a true and fair view of the results of operations, financial position and net assets of the Group, and the group management report, which has been combined with the management report for the Company, includes a fair review of the development

and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group.

Düsseldorf, March 4, 2026

Klöckner & Co SE

Management Board

Guido Kerkhoff

Chairman of the Management Board

(CEO)

Dr. Oliver Falk

John Ganem

Member of the Management Board

(CFO)

(CEO AMERICAS)

Klöckner & Co SE Annual Report 2025

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

The following independent auditor’s report (Bestätigungsvermerk des unabhängigen

Abschlussprüfers) has been issued in accordance with Section 322 of the German Commercial Code (Handelsgesetzbuch) on the consolidated financial statements and group management report (Zusammengefasster Lagebericht) of Klöckner &

Co SE. as of and for the financial year ended December 31, 2025. The group management report is neither included nor incorporated by reference in the Current Report on Form 8-K to which these consolidated financial statements are attached.

The above-mentioned independent auditor’s report and the consolidated financial statements are both translations of respective German-language documents. The independent auditor’s report also comprises, in accordance with

Section 322 para. 1 sentence 4 German Commercial Code, an assurance reporting in accordance with Section 317 para. 3b German report prepared for publication purposes (“ESEF-Report”). The documents prepared in the ESEF

format that are the subject matter of the ESEF-Report are neither included nor incorporated by reference in the Current Report on Form 8-K to which these consolidated financial statements are attached. These documents are accessible via the

German Federal Gazette (Bundesanzeiger). The above-mentioned independent auditor’s report and the consolidated financial statements are both translations of respective German-language documents.

Independent Auditor’s Report

To Klöckner & Co SE, Düsseldorf, Germany

Report on the Audit of the Consolidated Financial

Statements and of the Group Management Report

Audit Opinions

We have audited the consolidated financial statements of Klöckner & Co SE, Düsseldorf (previously Duisburg), and its

subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2025, and the consolidated statement of comprehensive income, consolidated statement of profit or loss, consolidated statement of

changes in equity and consolidated statement of cash flows for the financial year from 1 January to 31 December 2025, and notes to the consolidated financial statements, including material accounting policy information. In addition, we

have audited the Group management report of Klöckner & Co SE, which is combined with the management report of the company, for the fiscal year from January 1 to December 31, 2025.

In accordance with the German legal requirements, we have not audited the content of those parts of the group management report listed in the

“Other Information” section of our auditor’s report.

In our opinion, on the basis of the knowledge obtained in the

audit,

∎

the accompanying consolidated financial statements comply, in all material respects, with the IFRS

Accounting Standards published by the International Accounting Standards Board (hereinafter “IFRS Accounting Standards”) as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315e

(1) HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at 31 December, 2025, and of its financial

performance for the fiscal year from 1 January to 31 December, 2025, and

∎

the accompanying Group management report as a whole provides an appropriate view of the

Group’s position. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future

development. Our audit opinion on the group management report does not cover the content of those parts of the group management report listed in the “Other Information” section of our auditor’s report.

Pursuant to § 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the

consolidated financial statements and of the group management report.

Basis for the opinions

We conducted our audit of the consolidated financial statements and of the group management report in accordance with § 317 HGB and the EU

Audit Regulation (No. 537/2014, referred to subsequently as “EU Audit Regulation”) in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of

Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management

Report” section of our auditor’s report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional

responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services

prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the group

management report.

Key audit matters for audit of consolidated financial statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial

statements for the financial year from 1 January to 31 December 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon; we do not provide

a separate audit opinion on these matters.

In our view, the matters of most significance in our audit were as follows::

Recoverability of intangible assets and property, plant and equipment

Recoverability of goodwill

Our presentation of these key audit matters has been structured in each case as follows:

Matter and issue

Audit approach and findings

Reference to further information

Hereinafter we present the key audit matters:

Klöckner & Co SE Annual Report 2025

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

Recoverability of intangible assets and property, plant and equipment

In the Company’s consolidated financial statements intangible assets

(excluding goodwill) amounting in total to €95.5 million (2.9% of total assets) and property, plant and equipment amounting in total to €810.1 million (24.7% of total assets) are reported.

Intangible assets (excluding goodwill) and property, plant and equipment were tested for impairment as at the balance sheet

date in accordance with IAS 36. The carrying amount of the relevant cash-generating units is compared with the corresponding recoverable amount in the context of the impairment test. The recoverable amount is generally determined using the value in

use. This is based on external expert opinions and external sources on standard land values. The present value of the future cash flows from the respective group of cash-generating units to which the assets are assigned normally serves as the basis

of valuation. Present values are calculated using discounted cash flow models. For this purpose, the adopted medium-term business plan of the Group forms the starting point which is extrapolated based on assumptions about long-term rates of growth.

Expectations relating to future market developments and assumptions about the development of macroeconomic factors are also taken into account. The discount rate used is the weighted average cost of capital for the respective group of

cash-generating units. The impairment test determined that the cash-generating units Germany, Becker and Austria recognized impairment losses on property, plant and equipment totaling €3.8 million after taking into account the fair value less costs to sell.

The outcome of this valuation is dependent to a large extent on the estimates made by the executive directors with respect to

the future cash inflows from the respective group of cash-generating units, the discount rate used, the rate of growth and other assumptions, and is therefore subject to considerable uncertainty. Against this background and due to the complex nature

of the valuation, this matter was of particular significance in the context of our audit.

As part of our audit, we assessed the methodology used for the purposes of

performing the impairment test, among other things. After matching the future cash inflows used for the calculation against the adopted medium-term business plan of the Group, we assessed the appropriateness of the calculation, in particular by

reconciling it with general and sector-specific market expectations. In addition, we assessed the appropriate consideration of the costs of Group functions. In the knowledge that even relatively small changes in the discount rate applied can have a

material impact on the value of the entity calculated in this way, we focused our testing in particular on the parameters used to determine the discount rate applied and assessed the calculation model. In order to reflect the uncertainty inherent in

the projections, we evaluated the sensitivity analyses performed by the Company.

Overall, the valuation parameters and assumptions used by the executive directors are in line with our expectations and are

also within the ranges considered by us to be reasonable.

The Company’s disclosures on intangible assets (excluding goodwill) and

property, plant and equipment are contained in sections 16 (a) and 16 (b) of the notes.

Recoverability of goodwill

In the Company’s consolidated financial statements goodwill amounting in

total to €82.9 million (2.5% of total assets) is reported under the “Intangible assets” balance sheet item. Goodwill is tested for impairment by the Company

once a year or when there are indications of impairment to determine any possible need for write-downs. The impairment test is carried out at the level of the groups of cash-generating units to which the relevant goodwill is allocated. The carrying

amount of the relevant cash-generating units, including goodwill, is compared with the corresponding recoverable amount in the context of the impairment test. The recoverable amount is generally determined using the value in use. The present value

of the future cash flows from the respective group of cash-generating units normally serves as the basis of valuation. Present values are calculated using discounted cash flow models. For this purpose, the adopted medium-term business plan of the

Group forms the starting point which is extrapolated based on assumptions about long-term rates of growth. Expectations relating to future market developments and assumptions about the development of macroeconomic factors are also taken into

account. The discount rate used is the weighted average cost of capital for the respective group of cash-generating units. The impairment test determined, after taking into account the fair value less costs to sell, that there is no need for

impairments on goodwill for any cash-generating unit.

The outcome of this valuation is dependent

to a large extent on the estimates made by the executive directors with respect to the future cash inflows from the respective group of cash-generating units, the discount rate used, the rate of growth and other assumptions, and is therefore subject

to considerable uncertainty. Against this background and due to the complex nature of the valuation, this matter was of particular significance in the context of our audit.

As part of our audit, we assessed the methodology used for the purposes of

the projections, we evaluated the sensitivity analyses performed by the Company. As part of our audit, we also assessed the professional qualifications, objectivity and independence of the external experts. We also carried out our own calculations

to determine the recoverable amount. We have examined whether the notes disclosures on impairment testing are complete and appropriate.

Overall, the valuation parameters and assumptions used by the executive directors are in line with our expectations and are

also within the ranges considered by us to be reasonable.

The Company’s disclosures on goodwill are contained in section 16

(a) of the notes.

Klöckner & Co SE Annual Report 2025

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

Other information

The executive directors are responsible for the other information. The other information comprises the following non-audited parts of the group management report:

∎

the group statement on corporate governance pursuant to § 289f and § 315d HGB

included in section “7. Corporate Governance Statement”

∎

the information contained in the Group management report that is marked as unaudited.

The other information comprises further:

∎

the separate non-financial group report to comply with

§§ 315b to 315c HGB

∎

the remuneration report pursuant to § 162 AktG [Aktiengesetz: German Stock Corporation Act],

for which the supervisory board is also responsible

∎

all remaining parts of the annual report – excluding cross-references to external

information – with the exception of the audited consolidated financial statements, the audited group management report and our auditor’s report.

Our audit opinions on the consolidated financial statements and on the group management report do not cover the other information, and

consequently we do not express an audit opinion or any other form of assurance conclusion thereon.

In connection with our audit, our

responsibility is to read the other information mentioned above and, in so doing, to consider whether the other information

∎

is materially inconsistent with the consolidated financial statements, with the group management

report disclosures audited in terms of content or with our knowledge obtained in the audit, or

∎

otherwise appears to be materially misstated.

Responsibilities of the Management Board and the Supervisory Board for the consolidated financial statements and the

Group management report

The executive directors are responsible for the preparation of the consolidated financial statements that comply,

in all material respects, with IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e (1) HGB and that the consolidated financial statements, in compliance with these

requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addition, management is responsible for such internal control as they have determined necessary to enable the

preparation of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e., accounting manipulation or asset misstatement) or error.

In preparing the consolidated financial statements, the executive directors are responsible for assessing the Group’s ability to continue

as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an

intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, the

executive directors are responsible for the preparation of the group management report that, as a whole, provides an appropriate view of the Group’s position and is, in all material respects, consistent with the consolidated financial

statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have

considered necessary to enable the preparation of a group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the group management

report.

The supervisory board is responsible for overseeing the Group’s financial reporting process for the preparation of the

consolidated financial statements and of the group management report.

The executive directors and the supervisory board are further

responsible for the preparation of the remuneration report, including the related disclosures, which is included in a separate section of the group management report and complies with the requirements of § 162 AktG. They are also responsible

for such internal control as they determine is necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud or error.

Klöckner & Co SE Annual Report 2025

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

Auditor’s responsibilities for the audit of the consolidated financial statements and of the Group management

report

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error, and whether the group management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consolidated financial

statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our audit

opinions on the consolidated financial statements and on the group management report.

Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der

Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated financial statements and this group management report.

We exercise

professional judgment and maintain professional skepticism throughout the audit. We also:

∎

Identify and assess the risks of material misstatement of the consolidated financial statements

and of the group management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of not

detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misleading representations, or the override

of internal controls.

∎

Obtain an understanding of internal control relevant to the audit of the consolidated financial

statements and of arrangements and measures (systems) relevant to the audit of the group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the

effectiveness of the internal control and these arrangements and measures (systems), respectively.

∎

Evaluate the appropriateness of accounting policies used by the executive directors and the

reasonableness of estimates made by the executive directors and related disclosures.

∎

Conclude on the appropriateness of the executive directors’ use of the going concern basis

of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a

material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and in the group management report or, if such disclosures are inadequate, to modify our

respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.

∎

Evaluate the overall presentation, structure and content of the consolidated financial statements,

including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial

position and financial performance of the Group in compliance with IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e (1) HGB.

∎

Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the

financial information of the entities or business units within the Group as a basis for forming audit opinions on the consolidated financial statements and on the group management report. We are responsible for the direction, supervision and review

of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinions.

∎

Evaluate the consistency of the group management report with the consolidated financial

statements, its conformity with German law, and the view of the Group’s position it provides.

∎

Perform audit procedures on the prospective information presented by the executive directors in

the group management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation

of the prospective information from these assumptions. We do not express a separate audit opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ

materially from the prospective information.

We communicate with those charged with governance regarding, among

other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate

with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the

consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter.

Klöckner & Co SE Annual Report 2025

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

Other Legal and Regulatory Requirements

Report on assurance in accordance with section 317 (3a) HGB on the electronic reproduction of the consolidated financial statements and the

Group management report prepared for publication purposes

Assurance Conclusion

We have performed assurance work in accordance with § 317 Abs. 3a HGB to obtain reasonable assurance as to whether the rendering of the

consolidated financial statements and the group management report (hereinafter the “ESEF documents”) contained in the electronic file kloeckner-konzernabschluss-2025-12-31-1-de.xbri and prepared for publication purposes complies in all material respects with the requirements of §

328 Abs. 1 HGB for the electronic reporting format (“ESEF format”). In accordance with German legal requirements, this assurance work extends only to the conversion of the information contained in the consolidated financial statements

and the group management report into the ESEF format and therefore relates neither to the information contained within these renderings nor to any other information contained in the electronic file identified above.

In our opinion, the rendering of the consolidated financial statements and the group management report contained in the electronic file identified

above and prepared for publication purposes complies in all material respects with the requirements of § 328 (1) HGB for the electronic reporting format. Beyond this assurance opinion and our audit opinion on the accompanying consolidated

financial statements and the accompanying group management report for the financial year from 1 January to 31 December 2025 contained in the “Report on the Audit of the Consolidated Financial Statements and on the Group Management

Report” above, we do not express any assurance opinion on the information contained within these renderings or on the other information contained in the electronic file identified above.

Basis for the Assurance Conclusion

We conducted our

assurance work on the rendering of the consolidated financial statements and the group management report contained in the electronic file identified above in accordance with § 317 (3a) HGB and the IDW Assurance Standard: Assurance Work on the

Electronic Rendering of Financial Statements and Management Reports, Prepared for Publication Purposes in Accordance with § 317 (3a) HGB (IDW AsS 410 (06.2022)) and the International Standard on Assurance Engagements 3000 (Revised). Our

responsibility in accordance therewith is further described in the “Group Auditor’s Responsibilities for the Assurance Work on the ESEF Documents” section. Our audit firm applies the IDW Standard on Quality Management: Requirements

for Quality Management in the Audit Firm (IDW QMS 1 (09.2022)).

Responsibilities of the executive directors and the Supervisory Board for the ESEF documents

The executive directors of the Company are responsible for the preparation of the ESEF documents including the electronic rendering of the

consolidated financial statements and the group management report in accordance with § 328 (1) sentence 4 no. 1 HGB and for the tagging of the consolidated financial statements in accordance with § 328 (1) sentence 4 no. 2 HGB.

In addition, the executive directors of the Company are responsible for such internal control as they have considered necessary to

enable the preparation of ESEF documents that are free from material non-compliance with the requirements of § 328 (1) HGB for the electronic reporting format, whether due to fraud or error.

The supervisory board is responsible for overseeing the process for preparing the ESEF-documents as part of the financial reporting

process.

Group auditor’s responsibilities for the assurance work on the ESEF documents

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material

non-compliance with the requirements of § 328 (1) HGB, whether due to fraud or error. We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

∎

Identify and assess the risks of material non-compliance

with the requirements of § 328 (1) HGB, whether due to fraud or error, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our assurance

opinion.

∎

Obtain an understanding of internal control relevant to the assurance work on the ESEF documents

in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an assurance opinion on the effectiveness of these controls.

∎

Evaluate the technical validity of the ESEF documents, i.e. whether the electronic file containing

the ESEF documents meets the requirements of Commission Delegated Regulation (EU) 2019/815 on the technical specification for this electronic file.

∎

Evaluate whether the ESEF documents provide an XHTML rendering with content equivalent to the

audited consolidated financial statements and to the audited group management report.

∎

Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in

accordance with the requirements of Articles 4 and 6 of the Delegated Regulation (EU) 2019/815, in the version in force at the date of the consolidated financial statements, enables an appropriate and complete machine-readable XBRL copy of the XHTML

rendering.

Klöckner & Co SE Annual Report 2025

To our shareholders

Group management report

Sustainability reporting

Remuneration report

Consolidated and individual financial statements

Services

Further information pursuant to article 10 of the EU Audit Regulation

We were elected as auditor by the annual general meeting on 28 May 2025. We were engaged by the Supervisory Board on October 2, 2025. We

have been the auditor of the Klöckner & Co SE, Düsseldorf, without interruption since the financial year 2023.

declare that the audit opinions expressed in this auditor’s report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).

Reference to an other matter - use of the Auditor’s Report

Our auditor’s report must always be read together with the audited consolidated financial statements and the audited group management report as well as the assured ESEF documents. The consolidated financial statements and the

group management report converted to the ESEF format – including the versions to be filed in the company register – are merely electronic renderings of the audited consolidated financial statements and the audited group management report

and do not take their place. In particular, the “Report on the Assurance on the Electronic Rendering of the Consolidated Financial Statements and the Group Management Report Prepared for Publication Purposes in Accordance with § 317 (3a)

HGB” and our assurance opinion contained therein are to be used solely together with the assured ESEF documents made available in electronic form.

German Public Auditor Responsible for the Engagement

The German Public Auditor responsible for the engagement

is Antje Schlotter.

Düsseldorf, March 4, 2026

PricewaterhouseCoopers GmbH

Wirtschaftsprüfungsgesellschaft

Antje Schlotter

Verena Polzer

Wirtschaftsprüferin (German public auditor)

Klöckner & Co SE Annual Report 2025

Interim Report

as of March 31, 2026

Condensed Interim consolidated financial Statements for the three-month period ending March 31, 2026

Consolidated statement of income

Statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of cash flows

Summary of changes in consolidated equity

Selected explanatory notes to the condensed interim consolidated financial statements for the three-month period ending March 31, 2026

Responsibility statement

117

Klöckner & Co SE

Consolidated statement of income

for the three-month period ending March 31, 2026

(€ thousand)

Q1 2026

Q1 2025

Sales

1,568,142

1,666,295

Changes in inventory

4,929

3,142

Other operating income

9,740

7,987

Cost of materials

-1,274,980

-1,352,866

Personnel expenses

-142,458

-155,662

Depreciation and

amortization

-30,786

-30,346

Other operating expenses

-124,587

-150,657

Operating result

10,001

-12,106

Income from

investments

231

1,131

Finance income

1,246

1,919

Finance expenses

-12,651

-13,810

Financial result

-11,404

-11,891

Earnings before

taxes

-1,173

-22,866

Income taxes

-2,722

-5,071

Net income

-3,895

-27,937

thereof attributable to

– shareholders of

Klöckner & Co SE

-4,384

-28,252

–

non-controlling interests

489

315

Earnings per share

(€/share)

– basic / diluted

-0.04

-0.28

Earnings per share attributable to the

ordinary equity holders of Klöckner & Co SE (€/share)

– basic /diluted

-0.04

-0.28

Statement of comprehensive income

for the three-month period ending March 31, 2026

(€ thousand)

Q1 2026

Q1 2025

Net income

-3,895

-27,937

Other comprehensive income not reclassifiable

Gains/losses from investments in equity instruments

-25

Actuarial gains/losses (IAS 19)

53,001

-96,949

Total

52,976

-96,949

Other comprehensive income reclassifiable

Foreign currency translation

23,737

-39,224

Gains/losses from cash flow hedges

1,009

-14

Reclassification to profit and loss due to sale of foreign

subsidiaries

19,568

Total

24,746

-19,670

Related income taxes

-8,829

16,481

Other comprehensive income

68,893

-100,139

Group total comprehensive income

64,998

-128,076

thereof attributable to

– shareholders of Klöckner & Co SE

64,509

-128,344

– non-controlling

interests

489

268

Consolidated statement of financial position

as of March 31, 2026

Assets

(€ thousand)

Notes

March 31, 2026

Dec. 31, 2025

Non-current

assets

Intangible assets

178,364

178,331

Property, plant and equipment

888,962

810,097

Investment property

9,101

6,807

Other financial assets

28,727

28,509

Other non-financial assets

282,749

228,269

Deferred tax assets

10,268

10,833

Total non-current

assets

1,398,172

1,262,845

Current assets

Inventories

1,187,729

1,143,577

Trade receivables

838,346

583,290

Contract assets

69,095

57,098

Supplier bonus receivables

29,528

55,554

Current income tax receivables

39,930

32,851

Other financial assets

11,497

12,676

Other non-financial assets

63,774

56,534

Cash and cash equivalents

53,306

60,205

Assets held for sale

14,905

14,673

Total current assets

2,308,111

2,016,459

Total assets

3,706,283

3,279,304

Equity and liabilities

(€ thousand)

Notes

March 31, 2026

Dec. 31, 2025

Equity

Subscribed capital

249,375

Capital reserves

568,622

Retained earnings

455,238

460,185

Accumulated other comprehensive income

367,736

297,752

Equity attributable to shareholders of

Klöckner & Co SE

1,640,971

1,575,933

Non-controlling interests

6,787

6,298

Total equity

1,647,757

1,582,231

Non-current

liabilities

Provisions for pensions and similar obligations

16,370

17,302

Other provisions and accrued liabilities

10,089

8,478

Non-current financial

liabilities

963,114

670,210

Other financial liabilities

290

1,412

Deferred tax liabilities

98,288

88,027

Total non-current

liabilities

1,088,150

785,429

Current liabilities

Other provisions and accrued liabilities

67,897

85,012

Income tax liabilities

26,537

27,256

Current financial liabilities

177,106

93,711

Trade payables

626,827

651,401

Other financial liabilities

18,784

16,741

Non-financial contract

liabilities

16,805

11,678

Advance payments received

2,364

1,530

Other non-financial

liabilities

34,055

24,315

Total current liabilities

970,375

911,645

Total liabilities

2,058,526

1,697,073

Total equity and liabilities

3,706,283

3,279,304

Consolidated statement of cash flows

for the three-month period ending March 31, 2026

(€

thousand)

Q1 2026

Q1 2025

Net

income

-3,895

-27,937

Income

taxes

2,722

5,071

Financial

result

11,404

11,891

Income from

investments

-231

-1,131

Depreciation,

amortization, reversal of impairment losses and impairment losses of non-current assets

30,786

30,346

Other non-cash income/expenses

-545

Gain on disposal of non-current assets

-182

19,005

Change in net working

capital

Inventories

-23,379

7,115

Trade receivables,

contract assets, supplier bonus receivables

-226,741

-177,249

Trade payables, contract

liabilities, advance payments received

-28,663

46,004

Change in other

operating assets and liabilities

-15,316

-23,133

Interest

paid

-12,308

-9,922

Interest

received

590

188

Income taxes

paid

-4,704

-4,963

Income taxes

received

156

7,607

Cash flow from

operating activities

-269,731

-117,652

Proceeds from the sale

of non-current assets

209

275

Payments for the

disposal of consolidated companies

-80

Dividends

received

220

912

Payments for intangible

assets, property, plant and equipment

-27,981

-22,216

Payments for investments

in consolidated subsidiaries

-8,166

-1,575

Payments for financial

assets

-187

-400

Cash flow from

investing activities

-35,905

-23,085

Payments for own

investment Management Board members

-1,386

Borrowings of financial

liabilities

311,080

288,294

Repayment of financial

liabilities

-559

-164,664

Repayment of lease

liabilities

-12,646

-9,178

Proceeds from derivates

of financing activities

Cash flow from

financing activities

297,967

113,118

Changes in cash

and cash equivalents

-7,669

-27,618

Effect of foreign

exchange rates on cash and cash equivalents

770

-3,188

Cash and cash

equivalents at the beginning of the period

60,205

120,793

Cash and cash

equivalents at the end of the reporting period

53,306

89,987

Summary of changes in consolidated equity

for the three-month period ending March 31, 2026

(€ thousand)

Subscribed capital of

Klöckner & Co SE

Capital reserves of

Klöckner & Co SE

Retained earnings

Balance as of January 1,

2025

249,375

570,007

534,183

Other comprehensive

income

Foreign currency

translation

Gain/Loss from cash flow

hedge

Financial assets measured at fair value

through other comprehensive income

Actuarial gains and losses (IAS

19)

Reclassification through profit or loss

due to the sale of foreign subsidiaries

Deferred taxes recognized in other

comprehensive income

Other comprehensive

income

Net income

-28,252

Total comprehensive

income

-28,252

Change in non-controlling interests

Dividends

Share-based payments

-871

Reclassification of actuarial losses

within equity in accordance with IAS 19.122

Gain/loss from hedges, reclassified in

inventories

Balance as of March 31,

2025

249,375

569,137

505,930

Balance as of January 1,

2026

249,375

568,622

460,185

Other comprehensive

income

Foreign currency

translation

Gain/Loss from cash flow

hedges

Financial assets measured at fair value

through other comprehensive income

Actuarial gains and losses (IAS

19)

Reclassification through profit or loss

due to the sale of foreign subsidiaries

Deferred taxes recognized in other

comprehensive income

Other comprehensive

income

Net income

-4,384

Total comprehensive

income

-4,384

Change in non-controlling interests

Dividends

Share-based payments

Reclassification of actuarial losses

within equity in accordance with IAS 19.122

Gain/loss from hedges, reclassified in

inventories

-563

Balance as of March 31,

2026

249,375

568,622

455,238

Accumulated other comprehensive income

Currency translation

adjustments

Actuarial gains and

losses (IAS 19)

Fair value adjustments

of financial

instruments

Equity attributable to

shareholders of

Klöckner & Co SE

Non-controlling

interests

Total

326,015

38,705

-4,540

1,713,743

6,972

1,720,714

-39,177

-47

-39,224

-14

-96,949

19,568

16,481

-19,608

-80,468

-14

-100,091

-47

-100,139

-28,252

315

-27,937

-19,608

-80,468

-14

-128,344

268

-128,076

-871

306,407

-41,764

-4,555

1,584,528

7,240

1,591,768

253,090

50,702

-6,040

1,575,933

6,298

1,582,231

23,737

1,009

-25

53,001

-8,829

23,737

44,172

984

68,893

-4,384

489

-3,895

23,737

44,172

984

64,509

489

64,998

1,091

528

276,827

94,874

-3,965

1,640,971

6,787

1,647,757

Selected explanatory notes to the condensed interim consolidated financial statements for the three-month period ending March 31, 2026

Basis of presentation

The condensed interim consolidated financial statements of Klöckner & Co SE as of March 31, 2026 were prepared for

interim reporting in accordance with Sec. 115 of the German Securities Trading Act (WpHG) and IFRS Accounting Standards (IFRS) including IAS 34 Interim Financial Reporting as adopted for use within the EU.

The condensed interim consolidated financial statements as of March 31, 2026 have been reviewed by an independent auditor.

The accounting policies applied in preparing the condensed interim consolidated financial statements as of March 31, 2026 – with the

exception of the changes presented in Note 2 (New accounting standards and interpretations) – are consistent with those used for the consolidated financial statements of Klöckner & Co SE as of December 31, 2025. A

detailed description of those policies is provided in the notes to the consolidated financial statements on pages 149 to 212 of the Annual Report 2025. Consistency of presentation is observed.

The exchange rates used to translate the financial statements of material foreign subsidiaries included in the consolidated financial statements

were as follows:

Closing rate

Average rate

1 € =

March 31, 2026

Dec. 31, 2025

Q1 2026

Q1 2025

Swiss Franc (CHF)

0.9194

0.9314

0.9168

0.9458

US Dollar (USD)

1.1498

1.1750

1.1703

1.0523

As part of the preparation of the condensed interim consolidated financial statements in accordance with

IAS 34 as of March 31, 2026, the Management Board of Klöckner & Co SE is required to make judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the

presentation, recognition and measurement of assets and liabilities, income and expenses. Actual amounts may differ from these estimates.

Uncertainties surrounding the global geopolitical and macroeconomic environment persist. This environment continues to be characterized by geopolitical tensions, regional conflicts, and military confrontations – including a

renewed escalation of the security situation in the Middle East – as well as structural and cyclical challenges, and indirectly affects Klöckner & Co’s macroeconomic business environment.

Further developments and their potential impact on business operations – including, among other things, trade policy conditions, energy and

commodity markets, protectionism, inflation and interest rates, developments in financial markets, the availability of skilled workers and intermediate inputs, as well as general demand risks – are, from today’s perspective, subject to

significant uncertainties.

These uncertainties particularly affect the forward-looking assumptions and estimates underlying the

valuation of non-financial assets (goodwill and non-current assets). Information regarding our assessment of the effects of these factors is provided in Note 8

(intangible assets and property, plant, and equipment).

the first quarter of 2026, trade receivables increased by €255 million (+44%) compared with the end of the year 2025. This increase is primarily driven by

seasonal patterns in the business.

Equity increased from

€1,582 million € to €1,648 million. The change is mainly due to actuarial gains (€53 million) less

related taxes (€-9 million) and translation of foreign subsidiaries`financials statements (€24 million) recognized in other comprehensive income.

In the opinion of the Management Board, the interim consolidated financial statements reflect all information necessary to provide a true and fair

view of the results. The results for the period ending March 31, 2026 are not necessarily indicative of future results.

The

present interim consolidated financial statements for the three-month period ending March 31, 2026 were authorized for issuance by the Management Board on May 22, 2026. In accordance with the functional currency approach, the interim

financial statements of foreign Group companies prepared in foreign currency are translated into euros by the modified current rate method. All subsidiaries conduct their business independently in their domestic markets. As such, the functional

currency is generally the local currency with the exception of the Mexican subgroup, whose functional currency is the US dollar. Discrepancies may arise relative to the unrounded figures.

New accounting standards and interpretations

The following standards were applied for the first time in first quarter of 2026:

Standard/Interpretation

Annual improvement project - Improvements to IFRS 1, IFRS 7, IFRS 9, IFRS 10 und IAS 7

Amendments to IFRS 7 and IFRS 9 - Classification and Measurement of Financial Instruments

Application of the amendments had no material impact on the condensed interim consolidated financial statements of

Klöckner & Co SE.

Acquisitions and disposals

Klöckner & Co SE made the following acquisitions in the first quarter of 2026:

Effective January 1, 2026 Debrunner Bewehrungstechnik AG, St. Gallen, Switzerland, und BEWETEC AG, St. Gallen, Switzerland, purchased

selected assets and liabilities of Locher Bewehrungen AG, St. Gallen, Switzerland. Through this acquisition Klöckner & Co increased its market share in Eastern Switzerland.

In February 2026, Kloeckner Metals Corporation, Wilmington, Delaware, USA, acquired the service center business of Camalloy, Inc., Pennsylvania,

USA, via asset deal. With 21 employees, the company generated sales of around USD 17 million in 2025. Through this acquisition, Klöckner & Co has expanded its geographical presence and the market share in the non-ferrous business.

The

assets and liabilities acquired in the acquisitions as of March 31, 2026 are preliminarily as follows:

(€ thousand)

Locher

Camalloy

Total impact

Assets

Property, plant and

equipment

2,094

Inventories

2,362

2,490

4,851

Trade receivables

1,264

Total acquired

assets

4,455

3,754

8,209

Liabilities and

provisions

Other current provisions

112

Total assumed

liabilities

112

Acquired net

assets

4,343

3,754

8,097

Considerations

transferred

4,343

3,823

8,166

Goodwill

Consideration, paid in cash and cash

equivalents

4,343

3,823

8,166

Final measurement of the acquired assets is still pending.

From the acquisition date, the US acquisitions in 2026 contributed sales of €2.2 million and earnings of below €0.1 million to net income. The

contribution of the Swiss acquisition can not be disclosed as the business was fully integrated and not recorded separately, therefore it is impracticable to disclose any separate figures for this acquired business. Had the US acquisitions been made

as of January 1, 2026, consolidated revenue of €1,569 million and consolidated net loss of €3.9 million would have been reported in the consolidated statement of income for the interim reporting period.

The direct transaction costs of the acquisitions, amounting to

€0.4 million, are included in other operating expenses in the statement of income.

Klöckner & Co SE made the following divestments in 2025:

Effective March 31, 2025, Klöckner & Co SE sold its interests in Kloeckner Metals Brasil Ltda, São Paulo, Brazil, from

the Kloeckner Metals Americas segment. Assets of €9 million and liabilities of

€10 million were transferred in this connection. The loss on disposal amounted to

€19.4 million and the consideration transferred was a negative

€0.7 million. The loss included a currency loss of €19.6 million.

The company accounted for €5 million, or

around 0.3%, of consolidated sales in the first quarter of 2025. Even without the exchange rate-related loss on disposal, its share of operating net income in the first quarter of 2025 was a negative €1.4 million due to the difficult economic environment in Brazil.

Special items affecting the results

Comparability between operating income (EBITDA) for the first quarter of fiscal year 2026 and the prior year is impacted by the following material

special effects:

(€ thousand)

March 31, 2026

March 31, 2025

one-off expense share-based payments takover

offer

-4,168

one-off expenses for takeover offer

-915

Restructuring expenses

-498

-4,097

Material disposal losses

-19,374

EBITDA impact

-5,581

-23,470

Q1 2026

Business

combination with Worthington Steel

In the first quarter of 2026, Worthington Steel has made a voluntary public takeover offer for

all outstanding shares of Klöckner & Co SE leading to legal and other consulting expenses of €0.9 million.

Virtual stock options

of March 31, 2026, expenses of €4.2 million relates to expenses for share-based payments resulting from gains in the share price increases since the

beginning of the year as part of the public takeover offer by Worthington Steel.

Restructuring expenses

Restructuring programs mainly in the Holding and other Group companies segment resulted in expenses of €0.5 million.

There were no divestments of

Kloeckner companies in the first quarter of 2026.

Q1 2025

Restructuring expenses

For follow-on costs for the sale of the European distribution business and for a restructuring program, a

provision of €3.8 million has been recognized in the Holding and other Group companies.

In first three months of 2025, expenses of €0.2 million

were incurred for a company-wide restructuring program in the Kloeckner Metals Americas segment. Expenses of €0.1 million were incurred on the closure of a

site in the Kloeckner Metals Europe segment.

Divestments

Kloeckner Metals Brasil Ltda., Brazil, was sold in the first quarter of 2025. This resulted in a loss on disposal of €19.4 million in the Kloeckner Metals Americas segment.

Sales

The Group’s external sales are broken down by region (customer headquarters) as follows:

March 31, 2026

(€ thousand)

Kloeckner Metals Americas

Kloeckner Metals Europe

Total

Germany

315,519

EU excluding Germany

112,153

Switzerland

267,385

Rest of Europe

2,851

USA

649,681

17,054

666,735

Mexico

190,297

Central and South America

975

Asia/Australia

12,088

Africa

140

Sales

839,977

728,165

1,568,142

March 31, 2025

(€ thousand)

Kloeckner Metals Americas

Kloeckner Metals Europe

Total

Germany

312,001

EU excluding Germany

106,086

Switzerland

245,185

Rest of Europe

3,193

USA

832,106

321

832,427

Mexico

150,074

144

150,218

Central and South America

5,148

1,576

6,724

Asia/Australia

10,462

Sales

987,328

678,967

1,666,295

Sales by type of business are as follows:

March 31, 2026

(€ thousand)

Kloeckner Metals Americas

Kloeckner Metals Europe

Total

Higher value-added

business

249,817

451,809

701,626

Service center business

500,385

155,240

655,625

Distribution business

89,776

121,116

210,891

External sales

839,977

728,165

1,568,142

March 31, 2025

(€ thousand)

Kloeckner Metals Americas

Kloeckner Metals Europe

Total

Higher value-added

business

255,701

409,461

665,162

Service center business

528,407

152,400

680,807

Distribution business

203,220

117,107

320,326

External sales

987,328

678,967

1,666,295

Earnings per share

Earnings per share are calculated by dividing interim-period consolidated net income attributable to the shareholders of

Klöckner & Co SE by the weighted average number of shares outstanding during the period.

Q1 2026

Q1 2025

Net income attributable to shareholders of

Klöckner & Co SE

(€ thousand)

-4,384

-28,252

Weighted average number of

(thousands of shares)

99,750

Basic earnings per

(€/share)

-0.04

-0.28

Income taxes

The combined income tax rate for the interim report period ending March 31, 2026 is 31.6% (2025: 31.9%), comprising corporate income tax

(including solidarity surcharge) of 15.8% and trade tax for Klöckner & Co of 15.6%. Foreign tax rates vary between 9% and 34%.

Income tax expense is recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the interim period

to 31 March 2026 results in a tax rate of -232% for the quarter, compared to -22% for the three months ended 31 March 2025. The tax rate was lower in 2026 due

to losses for which no deferred tax asset could be recognized.

The Group falls within the scope of the OECD Pillar Two Model Rules and

makes use of the temporary exemption from accounting for deferred taxes (Pillar Two income taxes) in the interim reporting period ended March 31, 2026. The Group expects no additional taxes in the reporting period ended March 31, 2026 as a

result of the Pillar Two legislation in force.

Intangible assets and property, plant and equipment

Impairment testing of goodwill and other non-current assets

In the annual impairment test at the end of 2025 to determine the recoverable amount of a cash-generating unit (CGU) using the discounted cash

flow method, estimation uncertainties were taken into account when determining future cash inflows. These estimation uncertainties mainly reflected macroeconomic and sector-specific developments along with related uncertainty regarding business

development or the product portfolio due, for example, to changes in customer demand or regulatory requirements. The affected estimates were inferred on the basis of available data and management’s assessment and include country-specific

market changes for the estimation of shipments and the future gross profit per ton. Expected changes in operating expenses on the basis of individual business plans and the assessment of macroeconomic trends were also taken into account in the

calculation of the expected future cash flows.

A deterioration of the macroeconomic environment – for example, as a result of a

further escalation of geopolitical tensions – could be reflected in particular in lower sales volumes, lower achievable margins or an increase in capital costs, and thus lead to a reduction in the calculated utility values.

The

current macroeconomic environment and the resulting business performance in the first quarter of 2026 indicate that the earnings performance of the individual CGUs does not contradict the assumptions in the detailed planning period underlying the

annual impairment test as of December 31, 2025.

Given the fact that the market capitalization exceeds the equity of the

Klöckner Group and in light of the economic developments of the individual CGUs, the recoverable amount was determined for the Becker, Germany, and Austria CGUs as of March 31, 2026. The planned sale of the Becker CGU (as communicated in

January 2026) was taken into account as an alternative scenario in this assessment as well. The value in use for these CGUs was lower than their carrying amount. Any impairment must be allocated in a second step to reduce the carrying amounts of the

assets of the CGUs (IAS 36.104). In allocating the impairment loss, the carrying amount of an asset may not be reduced below its fair value less costs of disposal or its value in use (IAS 36.105). The fair values of the individual assets were

therefore determined.

The carrying amount as of March 31, 2026 of the tested non-current

assets of the CGUs in question before impairment testing were as follows:

(€ thousand)

Germany

Becker

Austria

Other intangible assets

497

2,395

Land and buildings

15,826

32,596

6,061

Technical equipment and

machinery

16,553

23,082

504

Other equipment, operating and office

equipment

15,790

8,560

714

Payments on account/assets under

construction

3,596

232

Right-of-use assets

11,397

1,900

491

Total

63,658

68,626

8,001

In determining the fair values of land assets, use was also made of outside appraisals and external sources for

land values. Any appraisals from prior periods were updated in line with observed market changes. The values are based on the sales comparison approach.

the respective national statistical offices. For all items that have reached 50% of their technical useful life, excess capital costs of 1% p.a. were subtracted from the reproduction costs. The excess cost applies for the reduced investment

requirement to obtain a new asset which provides the same performance as the old asset. Allowances of 10-15% were applied for economic and functional (loss in value or usefulness caused by inefficiencies or

inadequacies of the asset when compared to a more efficient or less costly replacement asset developed by new technology) obsolescence caused by factors extraneous to the asset (such as loss in demand for the product, decommissioned assets,

increased competition or environmental regulations).

The fair values of right-of-use assets in accordance with IFRS 16 are determined on the basis of benchmark lease payments and price developments for comparable assets.

For most assets, the fair values determined in this way exceed the carrying amounts of the assets of the CGUs. Impairments were identified and

recognized in the amount of €1,792 thousand for the Becker CGU,

€2,358 thousand for the Germany CGU and €38 thousand for the

Austria CGU.

The recoverability of non-current assets is thus demonstrated via the assumption

of individual disposal or alternative use or taken into account by impairment losses in the financial statements. Depending on future changes in their fair values, however, the necessity for additional impairment losses cannot be ruled out.

For

details of the impairment test and the key assumptions underlying it, please refer to Note 16 (Intangible Assets and Property, Plant and Equipment) of our IFRS consolidated financial statements as of December 31, 2025.

Inventories

(€

million)

March 31, 2026

Dec. 31, 2025

Cost

1,210

1,168

Valuation allowance (net

realizable value)

-23

-25

Inventories

1,188

1,144

10.

Financial liabilities

The details of financial liabilities are as follows:

(€

million)

March 31, 2026

Dec. 31, 2025

Non-current financial liabilities

Liabilities to

banks

779

537

Lease

liabilities

184

133

Total non-current financial liabilities

963

670

Current financial

liabilities

Liabilities to

banks

Liabilities under ABS

programs

Lease

liabilities

Total current

financial liabilities

177

Financial

liabilities as per consolidated balance sheet

1,140

764

Net

financial debt developed as follows:

(€

million)

March 31, 2026

Dec. 31, 2025

Financial

liabilities as per consolidated balance sheet

1,140

764

plus transaction

costs

Gross financial

liabilities

1,146

770

less cash and cash

equivalents

-53

-60

Net financial debt

(before deduction of transaction cost)

1,092

709

11.

Additional disclosures on financial instruments

The carrying amounts and fair values by category of financial instruments are as follows:

Financial assets as of March 31, 2026

Category

Fair value

(€ thousand)

Presented in the

Statement of

Financial

Position as

Carrying

amount

Fair value

recognized

in profit

and loss

Fair value

recognized

in equity

Amortized

cost

Level 1

Level 2

Level 3

Total

Measured at fair value

Derivative financial instruments not designated in hedge accounting (held for trading)

Current and non-

current other

financial assets

231

Derivative financial instruments designated in hedge accounting

Other current and

non-current

financial assets

782

779

782

Participations

Financial assets

22,282

22,260

22,282

Short term deposits

(< 3 months)

Cash and cash

equivalents

Not measured at fair value

Trade receivables and contract assets

Trade receivables

and contract

assets

907,441

Cash and cash equivalents

Cash and cash

equivalents

53,298

Other financial assets at cost

Current and

non-current other

financial assets

16,928

Other financial assets at cost

Bonus claims to

suppliers

29,528

Total

1,030,500

22,503

802

1,007,195

17,950

22,282

40,232

Financial liabilities as of March 31, 2026

Category / hedge accounting / leasing

Fair value

(€ thousand)

Presented in the

Statement of

Financial

Position as

Carrying

amount

Fair value

recognized

in profit

and loss

Fair value

recognized

in equity

Amortized

cost

Level 1

Level 2

Level 3

Total

Measured at fair value

Derivative financial instruments not designated in hedge accounting (held for trading)

Other current

and non-current

financial

liabilities

1,140

Derivative financial instruments designated in hedge accounting

Other current

and non-current

financial

liabilities

397

117

280

397

Other financial liabilities

Other

non-current

financial

liabilities

273

Other financial liabilities

Other current

financial

liabilities

9,941

Not measured at fair value

Financial liabilities at cost

Current and

non-current

financial

liabilities

911,154

910,531

Lease liabilities

Current and

non-current

financial

liabilities

229,066

Trade payables

626,827

Other financial liabilities at cost

Other current

and non-current

financial

liabilities

7,323

Total

1,786,121

11,470

280

1,774,370

912,067

10,214

922,281

Financial assets as of December 31, 2025

Category

Fair value

(€ thousand)

Presented in the

Statement of

Financial

Position as

Carrying

amount

Fair value

recognized

in profit

and loss

Fair value

recognized

in equity

Amortized

cost

Level 1

Level 2

Level 3

Total

Measured at fair value

Derivative financial instruments not designated in hedge accounting (held for trading)

Current and

non-current

other financial

assets

300

Participations

Financial assets

22,109

22,061

22,109

Short term deposits

(< 3 months)

Cash and cash

equivalents

Not measured at fair value

Trade receivables and contract assets

Trade

receivables and

contract assets

640,388

Cash and cash equivalents

Cash and cash

equivalents

60,196

Other financial assets at cost

Current and

non-current other

financial assets

18,777

Other financial assets at cost

Bonus claims to

suppliers

55,554

Total

797,332

22,370

774,915

19,085

22,109

41,194

Financial liabilities as of December 31, 2025

Category / hedge accounting / leasing

Fair value

(€ thousand)

Presented in the

Statement of

Financial

Position as

Carrying

amount

Fair value

recognized

in profit

and loss

Fair value

recognized

in equity

Amortized

cost

Level 1

Level 2

Level 3

Total

Measured at fair value

Derivative financial instruments not designated in hedge accounting (held for trading)

Other current

and non-current

financial liabilities

335

Derivative financial instruments designated in hedge accounting

Other current and

non-current

financial liabilities

1,261

Other financial liabilities

Other non-current

financial liabilities

1,412

Other financial liabilities

Other current

financial liabilities

7,726

Not measured at fair value

Financial liabilities at cost

Current and

non-current

financial liabilities

591,043

590,485

Lease liabilities

Current and

non-current

financial liabilities

172,878

Trade payables

651,401

Other financial liabilities at cost

Other current and

non-current

financial liabilities

7,419

Total

1,433,475

9,474

1,261

1,422,741

592,081

9,138

601,219

Measurement of the fair value of non-current financial assets in the

amount of €22,282 thousand (2025: €22,109 thousand) is classified

as level 3. These are mostly unquoted financial instruments (equity investments) for which there is no active market. The change in the 2026 reporting period is mainly accounted for by a decrease of €187 thousand due to capital measures and a decrease of €14 thousand due

to changes in fair value. Fair value is measured on the basis of available financial information, such as transaction prices for financing rounds or business plans to the extent that this information is reliable, or, as an approximation, as cost,

which is considered an appropriate estimate of fair value as no more suitable information is available. A review is carried out on a quarterly basis using all information available on the equity investments to establish whether cost is still

representative of fair value. This would no longer be the case, for example, in the event of

a significant change in the market in which the equity investments are active. As cost is the sole input factor for fair value, a percentage change in cost results in an equal change in fair

value. The estimated fair value would increase (decrease) with any increase (decrease) in cost. Given the size of the investment amount, even a 10% increase in cost would not have a material impact on fair value.

The fair values of non-current financial liabilities are determined on the basis of risk-adjusted

discounted cash flows.

In the case of current financial assets (mostly other assets), fair values are largely identical to carrying

amounts. The fair values of financial liabilities reflect the current market situation for the respective financial instruments as of March 31, 2026. Their fair values are not reduced by transaction costs. For current financial liabilities,

when there are no transaction costs to be deducted, their carrying amount is identical to fair value.

Financial instruments are

classified as level 1 if the fair value is obtained from quoted prices in active markets. Fair values determined using other directly observable market inputs are classified as level 2.

The level 3 fair value includes an earn-out clause from the acquisition of Sol Components LLC, Sacramento,

USA, under which a subsequent purchase price adjustment of a maximum of USD 3.0 million was agreed subject to the achievement of specified sales targets as of June 30, 2025. The fair value of the

earn-out clause amounts to USD 1.8 million (€1.5 million) (December 31, 2025: €1.5 million). The related liabilities were settled shortly after the reporting date.

Other current liabilities include an amount relating to the sale transaction to Russel Metals (USA) Inc., USA, closed on

December 31, 2025. In connection with the preliminary determination of the purchase price at the time of closing, the buyer paid Klöckner & Co a preliminary purchase price (consideration paid) of

USD 102 million (€87 million). Based on the status of negotiations as of December 31, 2025, a repayment amount of €6 million was recognized as a liability. As of March 31, 2026, the final purchase price amounts to USD 94 million (€80 million), resulting in an amount of USD 8 million

(€7 million) being recognized as a liability for repayment to the acquirer. The related liabilities were settled shortly after the reporting date.

Also included is a contingent consideration of CHF 1.2 million

(€1.3 million) related to the acquisition of the shares in Müller Wüst AG, Aarau, Switzerland, which will fall due in 2026 and 2027. As a qualitative

component of the contingent consideration, the sellers will receive up to CHF 150 thousand (€163 thousand) for the years 2025 and 2026 if certain milestones

are achieved. A consideration of CHF 850 thousand (€924 thousand) is dependent on cumulative net sales for the years 2024 to 2026 and the EBITDA margin in

2026. No payments were made in the first quarter of 2026 and the balance therefore remained unchanged compared to December 31, 2025.

A put liability from the acquisition of ODS Belgium B.V., Essen, Belgium is also included. The put option was entered into for a potential future transfer of non-controlling interests valued

by discounting future earnings based on budget figures. The future earnings are based on budget figures. Liabilities totaled €137 thousand in the fiscal year

(2025: €137 thousand). IFRS 13.97 applies.

Derivative financial instruments

The Klöckner & Co Group is exposed in its operating business to interest and currency risk and to price fluctuation risk in procurement transactions. This risk is hedged using derivative financial instruments.

The Group exclusively uses market instruments with sufficient market liquidity. Derivative financial instruments are entered into and

managed in compliance with internal directives governing the scope of

100

action, responsibilities and controls. According to these directives, the use of derivative financial instruments is a primary responsibility of the Corporate Treasury department of

speculative purposes and may only be used to hedge risks associated with hedged items.

Derivative financial instruments are accounted

for at fair value in accordance with IFRS 9. Derivatives are initially measured at fair value on inception and subsequently measured at fair value at each reporting date. Any gain or loss from a change in the fair value of a derivative financial

instrument that is not a designated and effective cash flow hedge or hedge of a net investment is immediately recognized in profit or loss. For derivative financial instruments that are designated hedges, the timing of the recognition of gains or

losses depends on the type of hedge and its effectiveness. The Klöckner & Co Group uses certain derivative financial instruments to hedge recognized assets or liabilities. Certain unrecognized firm commitments are also hedged.

Forward exchange contracts are measured item by item at the forward rate as of the reporting date, and exchange differences arising

due to the contracted forward exchange rate are recognized in profit or loss.

Some commodity forwards are designated in cash-flow

hedge accounting and classified into planned and unrecognized firm commitment procurement transactions. Two potential causes of ineffectiveness are over-hedging and divergence between the derivative’s underlying and the hedged steel price

component from the reference price formula. Any ineffectiveness is accounted for in cost of materials.

Depending on the nature of the

exposure, commodity forwards may also be designated in fair value hedge accounting to hedge changes in the fair value of inventory attributable to commodity price risk. Corresponding fair value changes as well as any hedge ineffectiveness are

recognized in cost of materials.

The notional amounts and fair values of the derivative financial instruments in interest rate and

currency hedges as of the reporting date and risks of price fluctuations in procurement transactions are as follows:

March 31, 2026

Dec. 31, 2025

(€ million)

Not

designated in

hedge

accounting

Designated in

hedge

accounting

Average

hedge rate

(in €/to)

Not

designated in

hedge

accounting

Designated in

hedge

accounting

Average

hedge rate (in

€/to)

Nominal

values

Forward exchange

transactions

63.3

161.8

Commodity

forwards (Aluminium)

3.5

2,710

Commodity forwards (Rebar)

24.4

505

25.3

508

The notional amounts correspond to the non-netted sum of the currency,

interest rate and price portfolio.

The amounts relating to items designated as hedging instruments are as follows:

101

March 31, 2026

Dec. 31, 2025

Fair value

(€ million)

Forward

exchange

transactions

Commodity

forwards

Forward

exchange

transactions

Commodity

forwards

Not designated in hedge

accounting

-0.9

0.0

Designated in hedge

accounting

0.4

-1.3

Change in value of

hedging instrument recognized in other comprehensive income

1.0

-2.0

Ineffectiveness

recognized in profit or loss

Gains and losses on

hedges reclassified to inventories – basis adjustment

-0.5

Amount reclassified from

hedging reserve to profit or loss

Balances remaining in

the cash flow hedge reserve from hedging relationships for

which hedge accounting is no longer

applied

-56.6

Forward exchange contracts are presented in other current assets and liabilities; commodity forwards are presented

in other current liabilities and other current assets.

The fair values of the derivative financial instruments are determined on the

The foreign exchange forward contracts with a notional value of

63 € million (2025: €162 million) have a remaining Maturity of less

than one year. This includes a nominal amount of €26 million (2025: €86

million) for securing intra-group loans.

Commodity forward contracts with a notional amount of €28 million (2025: €25 million) have a remaining maturity of less than one

year.

102

12.

Subsequent events

As announced on January 15, 2026, the Group initiated the sale of the Becker Group, a disposal group within the Kloeckner Metals Europe

segment.

As of March 31, 2026, the criteria for classification as held for sale under IFRS 5 were not yet met. However, these

criteria were met subsequent to the reporting date and prior to the authorization of these financial statements. As of today, non-binding purchase offers were received from several interested parties and

management considers it highly probable under IFRS 5.7 that the disposal will be completed within twelve months. The following assets and liabilities (before IFRS 5 fair value adjustments) are expected to be classified as held for sale in the

subsequent reporting period: €375m assets and €100m liabilities.

The estimated fair value less costs to sell amounts to approximately

€ 100 million. Accordingly, the excess of the carrying amount over the estimated fair value less costs to sell is expected to result in the recognition

of an impairment loss according to IFRS 5 in the amount of approximately € 175 million.

In accordance with IAS 10, this represents a non-adjusting event after the reporting period. No

adjustments have been made to the financial statements as at March 31, 2026.

After the reporting period, Klöckner &

Co SE has signed new facilities for the Euro-Financing in Europe, which include a syndicated loan, an ABS program and an intercompany loan with Worthington Steel. The syndicated loan and the intercompany loan will become effective upon the closing

of the Worthington Steel transaction and the fulfillment of certain conditions, while the ABS program is expected to become effective separately at the end of May 2026, subject to certain conditions. The financial effects of these instruments relate

to future periods and cannot be reliably quantified as at the reporting date.

13.

Related party transactions

Klöckner & Co SE is a dependent company of SWOCTEM GmbH, Haiger, within the meaning of Section 312 of the German

Stock Corporation Act (AktG). The majority shareholder of SWOCTEM GmbH is Prof. Dr. E.h. Friedhelm Loh, who is to be regarded as a controlling party of Klöckner & Co SE due to his shareholding in SWOCTEM. Pursuant to

Section 312 (1) of the German Stock Corporation Act, the Management Board of Klöckner & Co SE has therefore prepared a report on relations with affiliated companies. Please see the concluding statement to the report in

section 4.1 of the combined management report for fiscal year 2025.

Related parties within the meaning of IAS 24 therefore include

SWOCTEM GmbH, entities related to it and entities which are controlled, jointly controlled or significantly influenced by Prof. Dr. E.h. Friedhelm Loh or his close family members or in which key management positions are held by these persons.

In the first quarter of 2026, the Group supplied these companies with goods to the value of €1,335 thousand (Q1 2025: €1,513 thousand) and purchased goods to the value of €0 thousand (Q1

2025: €0 thousand) and services to the value of €1 thousand (Q1

2025: €4 thousand). All transactions took place at arm’s length. There were receivables of €612 thousand (Dec. 31, 2025: €252 thousand) and liabilities of €0 thousand (Dec. 31, 2025: €0 thousand) as of the reporting date.

Furthermore, all Group companies listed in the annex to the notes to the consolidated financial statements of the parent company of

Transactions with associates or non-consolidated subsidiaries generally resulted from normal trading in goods and services. In the first quarter of 2026, the Group supplied these companies with

103

goods to the value of €3 thousand (Q1 2025: €3 thousand) and purchased goods from them to the value of €402 thousand

(Q1 2025: €20 thousand). All transactions took place at arm’s length. There were receivables of €2 thousand (Dec. 31, 2025: €0 thousand) and liabilities of €28 thousand (Dec. 31, 2025: €122 thousand) as of the reporting date.

Without exception, the transactions between the Group companies and related parties are attributable to ordinary activities and were

conducted on an arm’s length basis.

104

14.

Segment reporting

Since 2024, the Group has been divided into two operating segments: Kloeckner Metals Americas and Kloeckner Metals Europe. As before, headquarters

functions not allocated to a segment are reported separately, together with consolidation adjustments, under Holding and other Group companies.

Kloeckner Metals

Americas

Kloeckner Metals

Europe

Holding and other

Group companies*)

Total

(€ million)

Q1 2026

Q1 2025

Q1 2026

Q1 2025

Q1 2026

Q1 2025

Q1 2026

Q1 2025

Shipments (Tto)

664

757

432

414

1,096

1,170

External sales

840

987

728

679

1,568

1,666

Gross profit

159

197

139

119

298

317

Gross profit margin (%)

18.9

20.0

19.1

17.5

19.0

Segment result (EBITDA)**)

-4

-6

EBITDA before material special effects

-4

-2

Earnings before interest and taxes (EBIT)

-6

-19

-4

-6

-12

Cash flow from operating

activities

-71

-20

-193

-94

-6

-4

-270

-118

Kloeckner Metals

Americas

Kloeckner Metals

Europe

Holding and other

Group companies*)

Total

(€ million)

Q1 2026

GJ 2025

Q1 2026

GJ 2025

Q1 2026

GJ 2025

Q1 2026

GJ 2025

Net working capital as of closing date***)

750

651

727

524

1,479

1,175

Employees as of closing

date

2,738

3,041

3,221

3,256

184

203

6,143

6,500

Including consolidations.

**)

EBITDA = Earnings before interest, taxes, income from investments, depreciation and amortization

and reversals of impairments on intangible assets and property, plant and equipment.

***)

Net working capital = Inventories + trade receivables + contract assets + supplier bonus

receivables ./. trade payables ./. contract liabilities ./. advance payments received.

Düsseldorf, May 22,

2026

Management Board

Guido Kerkhoff

Chairman of the Management Board

(CEO)

Dr. Oliver

Falk John Ganem

Member of the Management Board Member of the Management Board

(CFO) (CEO Americas)

105

Responsibility statement

To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the condensed interim

consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the interim management report of the Group includes a fair review of the development and performance of

the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group for the remaining months of the fiscal year.

Düsseldorf, May 22, 2026

Management Board

Guido Kerkhoff

Chairman of the Management Board

(CEO)

Dr. Oliver Falk

Member of the Management Board

(CFO)

John Ganem

Member of the Management Board

(CEO Americas)

106

Disclaimer

This report contains forward-looking statements that are based on the current estimates of the Klöckner & Co SE management with

respect to future events. They are generally identified by the words “expect”, “anticipate”, “assume”, “intend”, “estimate”, “target”, “aim”, “plan”,

“will”, “endeavor”, “outlook” and comparable expressions, and generally contain information that relates to expectations or targets for economic conditions, sales or other performance measures. Forward-looking

statements are based on currently valid plans, estimates and projections and are therefore only valid on the day on which they are made. You should consider them with caution. Such statements are subject to numerous risks and uncertainties (e.g.

those described in publications), most of which are difficult to predict and are generally beyond the control of Klöckner & Co SE. The relevant factors include the effects of significant strategic and operational initiatives, including

the acquisition or disposal of companies or other assets. If these or other risks or uncertainties materialize or if the assumptions underlying any of the statements turn out to be incorrect, the actual results of Klöckner & Co SE may

be materially different from those stated or implied by such statements. Klöckner & Co SE can offer no assurance that its expectations or targets will be achieved. Without prejudice to existing legal obligations,

Klöckner & Co SE does not assume any obligation to update forward-looking statements to take information or future events into account or otherwise. In addition to the figures prepared in line with IFRS or HGB (Handelsgesetzbuch

– German Commercial Code), Klöckner & Co SE presents non-GAAP financial performance measures, e.g. EBITDA, EBIT, net working capital and net financial debt. These non-GAAP measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with IFRS or HGB. Non-GAAP key figures are not

subject to IFRS or HGB, or to other generally applicable accounting regulations. In assessing the net assets, financial position and results of operations of Klöckner & Co SE, these supplementary figures should not be used in isolation

or as an alternative to the key figures presented in the consolidated financial statements and calculated in accordance with the relevant accounting principles. Other companies may define these terms in different ways. Please refer to the

definitions in this interim report. Also: For other terms not defined in this interim report, please see the glossary on our website at https://www.kloeckner.com/en/glossary/.

Rounding

There may be rounding differences with respect

to the percentages and figures in this report.

EX-99.3

Filename: d61542dex993.htm · Sequence: 4

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Capitalized terms used but not defined herein have the meanings assigned to them elsewhere in the Current Report on Form 8-K (the “Current

Report”) to which this unaudited pro forma condensed combined financial information is attached.

Introduction

On January 15, 2026, Worthington Steel, Inc. (“Worthington Steel”), Worthington Steel GmbH (“BidCo”) and Klöckner & Co SE

(“Klöckner”) entered into a Business Combination Agreement (“BCA”). Pursuant to the BCA, BidCo launched a voluntary public cash takeover offer (the “Offer”) to all shareholders of Klöckner to tender each

issued and outstanding share of Klöckner. Subject to the terms and conditions of the BCA, BidCo will pay cash consideration equal to €11.00 for each Klöckner share validly tendered by Klöckner shareholders. The closing of the

Offer is subject to certain closing conditions as stated in the offer document.

The unaudited pro forma condensed combined financial information has been

prepared in accordance with Article 11 of Regulation S-X, except that Article 11 does not require the presentation of an unaudited pro forma condensed combined statement of earnings for the twelve

months ended February 28, 2026. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined balance sheet as of February 28, 2026 combines the unaudited consolidated balance sheet of Worthington Steel

as of February 28, 2026 with the unaudited consolidated statement of financial position of Klöckner as of March 31, 2026, giving effect to the acquisition as if it had been consummated on February 28, 2026.

The unaudited pro forma condensed combined statement of earnings for the nine months ended February 28, 2026 combines the unaudited consolidated

statement of earnings of Worthington Steel for the nine months ended February 28, 2026 with the results of Klöckner for the period from July 1, 2025 to March 31, 2026, giving effect to the acquisition as if it had been

consummated on June 1, 2024. The results of Klöckner for the period from July 1, 2025 to March 31, 2026 was derived from (i) the historical audited consolidated statement of income of Klöckner for the year ended

December 31, 2025; plus (ii) the historical unaudited consolidated statement of income of Klöckner for the three months ended March 31, 2026; less (iii) the historical unaudited consolidated statement of income of

Klöckner for the six months ended June 30, 2025.

The unaudited pro forma condensed combined statement of earnings for the year ended

May 31, 2025 combines the audited consolidated statement of earnings of Worthington Steel for the year ended May 31, 2025 with the results of Klöckner for the period from July 1, 2024 to June 30, 2025, giving effect to the

acquisition as if it had been consummated on June 1, 2024. The results of Klöckner for the period from July 1, 2024 to June 30, 2025 were derived from (i) the historical audited consolidated statement of income of

Klöckner for the year ended December 31, 2024; plus (ii) the historical unaudited consolidated statement of income of Klöckner for the six months ended June 30, 2025; less (iii) the historical unaudited consolidated

statement of income of Klöckner for the six months ended June 30, 2024.

The unaudited pro forma condensed combined statement of earnings for

the twelve months ended February 28, 2026 combines the results of Worthington Steel for the period from March 1, 2025 to February 28, 2026 with the results of Klöckner for the period from April 1, 2025 to March 31,

2026, giving effect to the acquisition as if it had been consummated on June 1, 2024. The results of Worthington Steel for the period from March 1, 2025 to February 28, 2026 were derived from (i) the audited consolidated

statement of earnings of Worthington Steel for year ended May 31, 2025; plus (ii) the unaudited consolidated statement of earnings of Worthington Steel for the nine months ended February 28, 2026; less (iii) the unaudited

consolidated statement of earnings of Worthington Steel for the nine months ended February 28, 2025. The results of Klöckner for the period from April 1, 2025 to March 31, 2026 were derived from (i) the historical audited

consolidated statement of income of Klöckner for the year ended December 31, 2025; plus (ii) the historical unaudited consolidated statement of income of Klöckner for the three months ended March 31, 2026; less

(iii) the historical unaudited consolidated statement of income of Klöckner for the three months ended March 31, 2025.

The unaudited pro forma condensed combined financial information is derived from, and should be read in

conjunction with, the following historical financial statements and the accompanying notes:

•

The historical unaudited consolidated financial statements of Klöckner as of and for the three months ended

March 31, 2026;

•

The historical audited consolidated financial statements of Klöckner as of and for the year ended

December 31, 2025;

•

The historical unaudited consolidated financial statements of Worthington Steel as of and for the nine months

ended February 28, 2026, as included in Worthington Steel’s Quarterly Report on Form 10-Q filed with the SEC on April 9, 2026.

•

The historical audited financial statements of Worthington Steel as of and for the year ended May 31, 2025,

as included in Worthington Steel’s Annual Report on Form 10-K filed with the SEC on July 29, 2025.

The historical financial statements of Worthington Steel have been prepared in accordance with U.S. GAAP and in its presentation and reporting currency

of USD. The historical financial statements of Klöckner have been prepared in accordance with IFRS as adopted by the EU and in its presentation and reporting currency of EUR.

The unaudited pro forma condensed combined financial information should also be read together with Management’s Discussion and Analysis of Financial

Condition and Results of Operations of Worthington Steel in the Annual Report on Form 10-K of Worthington Steel for the year ended May 31, 2025 and in the Quarterly Report on Form 10-Q for the nine months ended February 28, 2026.

Accounting for the Acquisition

The unaudited pro forma

condensed combined financial information has been prepared using the acquisition method of accounting in accordance with U.S. GAAP. Worthington Steel has been treated as the acquirer for accounting purposes, and thus accounts for the

acquisition of Klöckner by Worthington Steel pursuant to the BCA and the Offer (the “Klöckner Acquisition”) as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). The total purchase

price will be allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values. The assets and liabilities of Klöckner have been measured based on various preliminary estimates using

assumptions that Worthington Steel’s management believes are reasonable and based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited

pro forma condensed combined financial information.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information appearing below does not consider any potential effects of changes in market conditions on

revenues or expense efficiencies, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the purchase price reflected in the unaudited pro forma condensed combined financial information

is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Klöckner Acquisition.

The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the

assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting adjustments related to the Klöckner Acquisition and financing

adjustments to fund the Klöckner Acquisition, which are discussed in further detail below. Amounts presented reflect the accounting for the Klöckner Acquisition by Worthington Steel. The unaudited pro forma condensed combined financial

information is presented for illustrative purposes only and does not purport to represent the combined company’s consolidated statement of earnings or consolidated financial position that would have occurred had the Klöckner Acquisition

been consummated on the dates assumed or to project the combined company’s consolidated statement of earnings or consolidated financial position for any future date or period.

The accounting policies followed in preparing the unaudited pro forma condensed combined financial

information are those used by Worthington Steel as set forth in the historical financial statements. A more comprehensive comparison and assessment will occur, which may result in the identification of differences that could be material. Worthington

Steel has included certain presentation adjustments for consistency in the financial statement presentation. See Note 2 for more information.

The

unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may result from or be achieved because of

the Klöckner Acquisition.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

Unaudited Pro Forma Condensed Combined Balance Sheet

(in millions of USD)

As of

February 28,

2026

As of

March 31,

2026

As of February 28, 2026

Worthington

As Reported

Klöckner

As Adjusted

Transaction

Accounting

Adjustments

Transaction

Financing

Adjustments

Pro

Forma

Combined

(Note 2)

Assets

Current assets:

Cash and cash equivalents

90.0

61.6

(683.1

)

1,351.7

)

499.5

(19.0

)

(192.7

)

(21.2

)

(87.8

)

Receivables, less allowances

461.6

1,002.6

(141.4

)

1,322.8

Inventories

435.6

1,372.2

(196.1

)

1,611.7

Income taxes receivable

2.7

46.1

48.8

Assets held for sale

0.6

17.2

17.8

Prepaid expenses and other current assets

116.0

166.9

(18.4

)

264.5

Total current assets

1,106.5

2,666.6

(1,079.2

)

1,071.2

3,765.1

Investment in unconsolidated affiliate

119.8

—

119.8

Operating lease

right-of-use assets

89.1

235.2

9.3

)

333.6

Finance lease

right-of-use assets, net of accumulated amortization

9.4

12.9

5.1

)

27.4

Goodwill

103.3

97.6

(97.6

)

103.3

Other intangible assets, net of accumulated amortization

87.0

108.5

(108.5

)

87.0

Deferred income taxes

12.7

11.9

55.1

)

79.7

Equity securities

101.3

—

(101.3

)

—

Other assets

8.5

359.8

(0.1

)

368.2

Property, plant and equipment, net

677.9

789.4

(245.3

)

1,222.0

Total assets

2,315.5

4,281.9

(1,562.5

)

1,071.2

6,106.1

Liabilities, mezzanine equity, and equity

Current liabilities:

Accounts payable

401.9

724.3

(85.0

)

1,041.2

Short-term borrowings

192.7

152.8

(1.2

)

(192.7

)

63.8

(87.8

)

Accrued compensation, contributions to employee benefit plans and related taxes

55.3

53.7

(10.8

)

91.2

(7.0

)

Dividends payable

9.1

—

9.1

Other accrued items

43.8

107.8

(1.1

)

150.5

Current operating lease liabilities

11.3

49.7

(1.4

)

59.6

Current finance lease liabilities

2.4

2.1

4.5

Income taxes payable

2.0

30.7

(0.4

)

32.3

Current maturities of long-term debt

27.1

—

27.1

Total current liabilities

745.6

1,121.1

(106.9

)

(280.5

)

1,479.3

Other liabilities

57.3

30.9

(1.1

)

87.1

Long-term debt

31.6

899.7

(8.1

)

1,351.7

)

2,274.9

Noncurrent operating lease liabilities

82.4

197.0

(0.8

)

278.6

Noncurrent finance lease liabilities

5.1

15.9

21.0

Deferred income taxes

36.1

113.6

—

)

149.7

Total liabilities

958.1

2,378.2

(116.9

)

1,071.2

4,290.6

Mezzanine equity:

Redeemable noncontrolling interest

96.8

—

96.8

Total mezzanine equity

96.8

—

96.8

Shareholders’ equity – controlling interest:

Preferred shares

—

Common shares

—

288.1

(288.1

)

—

Additional Paid-in Capital

916.7

656.9

(656.9

)

916.7

Retained Earnings

205.7

525.9

(525.9

)

172.5

(19.0

)

(14.2

)

Accumulated other comprehensive income (loss), net of taxes

2.1

424.9

(424.9

)

2.1

Total Shareholders’ equity - controlling interest

1,124.5

1,895.8

(1,929.0

)

—

1,091.3

Noncontrolling interests

136.1

7.9

483.4

)

627.4

Total equity

1,260.6

1,903.7

(1,445.6

)

—

1,718.7

Total liabilities, mezzanine equity, and equity

2,315.5

4,281.9

(1,562.5

)

1,071.2

6,106.1

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial

information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

Unaudited Pro Forma Condensed Combined Statement of Earnings

(in millions of USD, except per share amounts)

For the Nine

Months

Ended

February 28,

2026

For the

Period from

July 1, 2025

to March 31,

2026

For the Nine Months Ended February 28, 2026

Worthington

As Reported

Klöckner

As Adjusted

Transaction

Accounting

Adjustments

Transaction

Financing

Adjustments

Pro

Forma

Combined

(Note 2)

USD

Net sales

2,514.6

4,707.1

7,221.7

Cost of goods sold

2,230.1

4,386.0

(28.5

)

(AA)

6,587.6

Gross margin

284.5

321.1

28.5

—

634.1

Selling, general and administrative expense

216.3

277.9

(4.0

)

(AA)

490.2

Impairment of assets

2.1

1.9

4.0

Restructuring and other (income) expense, net

(7.0

)

(6.7

)

(13.7

)

Operating income

73.1

48.0

32.5

—

153.6

Other income (expense):

Miscellaneous income (expense), net

9.9

21.7

31.6

Interest expense, net

(7.7

)

(32.7

)

(90.3

)

(FF)

(122.0

)

6.0

(GG)

2.7

(HH)

Equity in net income (loss) of unconsolidated affiliate

16.7

(0.6

)

16.1

Earnings (loss) before income taxes

92.0

36.4

32.5

(81.6

)

79.3

Income tax expense

21.1

18.8

6.8

(EE)

(17.1

)

(EE)

29.6

Net earnings (loss)

70.9

17.6

25.7

(64.5

)

49.7

Net earnings attributable to noncontrolling interests

4.9

—

16.5

(II)

0.8

(II)

22.2

Net earnings (loss) attributable to controlling interest

66.0

17.6

9.2

(65.3

)

27.5

Basic

Weighted average common shares outstanding

49.8

Earnings per common share attributable to controlling interest

1.33

0.55

Diluted

Weighted average common shares outstanding

50.7

Earnings per common share attributable to controlling interest

1.30

0.54

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial

information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

Unaudited Pro Forma Condensed Combined Statement of Earnings

(in millions of USD, except per share amounts)

For the Year

Ended

May 31,

2025

For the Period

from July 1, 2024

to June 30, 2025

For the Year Ended May 31, 2025

Worthington

As Reported

Klöckner

As Adjusted

Transaction

Accounting

Adjustments

Transaction

Financing

Adjustments

Pro

Forma

Combined

(Note 2)

Net sales

3,093.3

6,122.8

9,216.1

Cost of goods sold

2,704.7

5,684.7

(36.1

)

(AA)

8,353.3

Gross margin

388.6

438.1

36.1

—

862.8

Selling, general and administrative expense

231.6

344.6

(5.0

)

(AA)

606.4

19.0

(BB)

14.2

(CC)

2.0

(DD)

Impairment of assets

7.4

4.4

11.8

Restructuring and other (income) expense, net

2.6

37.6

40.2

Operating income

147.0

51.5

5.9

—

204.4

Other income (expense):

—

Miscellaneous income, net

3.8

21.2

25.0

Interest expense, net

(7.1

)

(40.2

)

(123.7

)

(FF)

(158.5

)

8.9

(GG)

3.6

(HH)

Equity in net income (loss) of unconsolidated affiliate

4.4

(1.9

)

2.5

Earnings before income taxes

148.1

30.6

5.9

(111.2

)

73.4

Income tax expense

28.8

81.2

1.2

(EE)

(23.4

)

(EE)

87.8

Net earnings (loss)

119.3

(50.6

)

4.7

(87.8

)

(14.4

)

Net earnings (loss) attributable to noncontrolling interests

8.6

—

(11.8

)

(II)

1.1

(II)

(2.1

)

Net earnings (loss) attributable to controlling interest

110.7

(50.6

)

16.5

(88.9

)

(12.3

)

Basic

Weighted average common shares outstanding

49.5

Earnings (loss) per common share attributable to controlling interest

2.24

(0.25

)

Diluted

Weighted average common shares outstanding

50.5

49.5

Earnings (loss) per common share attributable to controlling interest

2.19

(0.25

)

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial

information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

Unaudited Pro Forma Condensed Combined Statement of Earnings

(in millions of USD, except per share amounts)

For the

Period from

March 1,

2025 to

February 28,

2026

For the

Period from

April 1, 2025

to March 31,

2026

For the Twelve Months Ended February 28, 2026

Worthington

As Reported

Klöckner

As Adjusted

Transaction

Accounting

Adjustments

Transaction

Financing

Adjustments

Pro

Forma

Combined

(Note 2)

USD

Net sales

3,347.5

6,355.2

9,702.7

Cost of goods sold

2,936.0

5,891.8

(37.8

)

(AA)

8,790.0

Gross margin

411.5

463.4

37.8

—

912.7

Selling, general and administrative expense

275.2

368.0

(5.3

)

(AA)

637.9

Impairment of assets

2.1

2.2

—

(AA)

4.3

Restructuring and other (income) expense, net

(5.3

)

(3.5

)

(8.8

)

Operating income

139.5

96.7

43.1

—

279.3

Other income (expense):

Miscellaneous income (expense), net

15.6

25.4

41.0

Interest expense, net

(8.7

)

(40.4

)

(120.7

)

(FF)

(158.1

)

8.1

(GG)

3.6

(HH)

Equity in net income (loss) of unconsolidated affiliate

20.7

(3.0

)

17.7

Earnings (loss) before income taxes

167.1

78.7

43.1

(109.0

)

179.9

Income tax expense

37.3

38.5

9.1

(EE)

(22.9

)

(EE)

62.0

Net earnings (loss)

129.8

40.2

34.0

(86.1

)

117.9

Net earnings attributable to noncontrolling interests

8.1

—

28.3

(II)

1.1

(II)

37.5

Net earnings (loss) attributable to controlling interest

121.7

40.2

5.7

(87.2

)

80.4

Basic

Weighted average common shares outstanding

49.7

Earnings per common share attributable to controlling interest

2.46

1.62

Diluted

Weighted average common shares outstanding

50.7

Earnings per common share attributable to controlling interest

2.40

1.59

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial

information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation

The pro forma adjustments have been prepared as if the acquisition had been consummated on February 28, 2026, in the case of the unaudited pro forma

condensed combined balance sheet, and, in the case of the unaudited pro forma condensed combined statements of earnings, as if the acquisition had been consummated on June 1, 2024, the beginning of the earliest period presented in the unaudited

pro forma condensed combined statements of earnings.

The unaudited pro forma condensed combined financial information has been prepared assuming the

acquisition method of accounting in accordance with U.S. GAAP. Under this method, Klöckner’s assets and liabilities will be recorded at their respective fair values. Any difference between the purchase price for Klöckner and the

fair value of the identifiable net assets acquired will be recorded as goodwill. The pro formas are based on preliminary accounting conclusions and are subject to potential revisions upon further analysis.

The pro forma adjustments represent management’s estimates based on information available as of the date of this Current Report and are subject to

change as additional information becomes available and additional analyses are performed.

One-time direct and

incremental transaction costs will be expensed as incurred under ASC 805 and are assumed to be cash settled.

Worthington Steel performed a preliminary

accounting policy analysis, and no material impacts were determined to be required to align Klöckner’s accounting policies with Worthington Steel’s. As such, no adjustments have been applied based on this analysis. A more

comprehensive comparison and assessment will occur, which may result in the identification of differences that could be material.

Worthington Steel and

Klöckner have not had a material historical relationship prior to the Klöckner Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Presentation Adjustments to Klöckner’s Historical As Reported Financial Statements

Klöckner’s historical balances were derived from their historical financial statements described above and are presented

in accordance with IFRS as adopted by the EU and in its presentation and reporting currency of EUR. The table below presents adjustments to align Klöckner’s historical financial statements with Worthington Steel’s, which are

presented in accordance with U.S. GAAP and in its presentation and reporting currency of USD.

During the preparation of the unaudited pro forma

condensed combined financial information, Worthington Steel performed a preliminary review of Klöckner’s financial information to identify differences in financial statement presentation and accounting policy as compared to the

presentation of Worthington Steel. Based on the information currently available, certain adjustments have been made to Klöckner’s historical financial statements to conform to Worthington Steel’s presentation. Upon consummation of

the Klöckner Acquisition, further review of Klöckner’s financial statements may result in additional adjustments, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial

information presented herein.

Refer to the table below for preliminary reconciliation of the historical financial information of

Klöckner to Worthington Steel’s presentation:

Unaudited Condensed Consolidated Statement of Financial Position as of March 31, 2026

Klöckner Financial Statement Line

Klöckner

Historical

Klöckner

Converted

Reclassifications

GAAP

Conversion

Klöckner

Adjusted

Worthington Financial Statement Line

(in $ millions, except Klöckner Historical)

EUR

(i)

(ii)

(iii)

Assets

Non-current assets

Intangible assets

€

178.4

206.1

(97.6

)

108.5

Other intangible assets, net of accumulated amortization

97.6

)

97.6

Goodwill

235.2

)

235.2

Operating lease right-of-use assets

248.1

)

(235.2

)

12.9

Finance lease right-of-use assets, net of accumulated amortization

Property, plant and equipment

889.0

1,027.0

(248.1

)

789.4

Property, plant and equipment, net

10.5

)

359.8

)

359.8

Other assets

Investment property

9.1

10.5

(10.5

)

—

Other financial assets

28.7

33.1

(33.1

)

—

Other non-financial assets

282.7

326.7

(326.7

)

—

Deferred tax assets

10.3

11.9

Deferred income taxes

Total non-current assets

1,398.2

1,615.3

—

1,615.3

Current assets

Inventories

1,187.7

1,372.2

Inventories

Trade receivables

838.3

968.5

34.1

)

1,002.6

Receivables, less allowances

Contract assets

69.1

79.8

(79.8

)

—

166.9

)

166.9

Prepaid expenses and other current assets

Supplier bonus receivables

29.5

34.1

(34.1

)

—

Current income tax receivables

39.9

46.1

Income taxes receivable

Other financial assets

11.5

13.3

(13.3

)

—

Other non-financial assets

63.8

73.8

(73.8

)

—

Cash and cash equivalents

53.3

61.6

Cash and cash equivalents

Assets held for sale

14.9

17.2

Assets held for sale

Total current assets

2,308.1

2,666.6

—

2,666.6

Total current assets

Total assets

€

3,706.3

4,281.9

—

4,281.9

Total assets

Equity and liabilities

Equity

Subscribed capital

€

249.4

288.1

Common shares

Capital reserves

568.6

656.9

Additional Paid-in Capital

Retained earnings

455.2

525.9

Retained Earnings

Accumulated other comprehensive income

367.7

424.9

Accumulated other comprehensive income (loss), net of taxes

Equity attributable to shareholders of Klöckner & Co SE

1,641.0

1,895.8

—

1,895.8

Total Shareholders’ equity - controlling interest

Non-controlling interests

6.8

7.9

Noncontrolling interests

Total equity

1,647.8

1,903.7

—

1,903.7

Total equity

Non-current liabilities

30.9

)

30.9

Other liabilities

Provisions for pensions and similar obligations

16.4

18.9

(18.9

)

—

Other provisions and accrued liabilities

10.1

11.7

(11.7

)

—

212.9

)

(197.0

)

15.9

Noncurrent finance lease liabilities

197.0

)

197.0

Noncurrent operating lease liabilities

Non-current financial liabilities

963.1

1,112.6

(212.9

)

899.7

Long-term debt

Other financial liabilities

0.3

(0.3

)

—

Deferred tax liabilities

98.3

113.6

Deferred income taxes

Total non-current liabilities

1,088.2

1,257.1

0.0

—

1,257.1

Current liabilities

Other provisions and accrued liabilities

67.9

78.4

(24.7

)

53.7

Accrued compensation, contributions to employee benefit plans and related taxes

Income tax liabilities

26.5

30.7

Income taxes payable

51.8

)

(49.7

)

2.1

Current finance lease liabilities

Current financial liabilities

177.1

204.6

(51.8

)

152.8

Short-term borrowings

Trade payables

626.8

724.3

Accounts payable

83.1

)

107.8

Other accrued items

24.7

)

49.7

)

49.7

Current operating lease liabilities

Unaudited Condensed Consolidated Statement of Financial Position as of March 31, 2026

Klöckner Financial Statement Line

Klöckner

Historical

Klöckner

Converted

Reclassifications

GAAP

Conversion

Klöckner

Adjusted

Worthington Financial Statement Line

(in $ millions, except Klöckner Historical)

EUR

(i)

(ii)

(iii)

Other financial liabilities

18.8

21.7

(21.7

)

—

Non-financial contract liabilities

16.8

19.4

(19.4

)

—

Advance payments received

2.4

2.7

(2.7

)

—

Other non-financial liabilities

34.1

39.3

(39.3

)

—

Total current liabilities

970.4

1,121.1

—

1,121.1

Total current liabilities

Total liabilities

2,058.5

2,378.2

0.0

—

2,378.2

Total liabilities

Total equity and liabilities

€

3,706.3

4,281.9

0.0

—

4,281.9

Total liabilities, mezzanine equity, and equity

Unaudited Condensed Consolidated Statement

of Income for the Period from July 1, 2025 to March 31, 2026

Klöckner Financial

Statement Line

Klöckner

Historical

Klöckner

Converted

Becker

Disposal

Reclassifications

GAAP

Conversion

Klöckner

Adjusted

Worthington Financial

Statement Line

(in $ millions, except Klöckner Historical)

EUR

(i)

(iv)

(ii)

(iii)

Sales

4,639.2

5,416.9

(670.7

)

(39.1

)

4,707.1

Net sales

Changes in inventory

6.4

7.4

(21.2

)

13.8

)

—

(288.9

)

(5.2

)

(4,386.0

)

Cost of goods sold

(84.1

)

(3,786.0

)

(260.9

)

39.1

)

Own work capitalized

0.8

1.0

(1.0

)

—

(167.5

)

(1.7

)

(277.9

)

Selling, general and administrative expense

(11.7

)

(97.0

)

21.7

)

21.7

Miscellaneous income (expense), net

Other operating income

52.3

61.0

(1.0

)

(7.9

)

—

)

(52.1

)

Cost of materials

(3,780.0

)

(4,413.7

)

637.4

3,776.3

)

—

Personnel expenses

(439.0

)

(512.6

)

43.4

469.2

)

—

Depreciation and amortization

(90.2

)

(105.3

)

8.8

96.5

)

—

Impairment losses of intangible assets and property, plant and equipment

(1.0

)

(1.2

)

—

(0.7

)

(1.9

)

Impairment of assets

(12.8

)

6.7

Restructuring and other (income) expense, net

)

(3.1

)

(12.9

)

35.5

)

Reversals of impairments of intangible assets and property, plant and equipment

0.1

—

(0.1

)

—

Other operating expenses

(368.2

)

(429.9

)

51.2

378.7

)

—

Operating result

20.4

23.7

47.9

5.1

(7.0

)

69.7

Income from investments

(0.3

)

(0.4

)

(0.2

)

(0.6

)

Equity in net income (loss) of unconsolidated affiliate

Finance income

5.8

6.7

(1.6

)

(5.1

)

—

Finance expenses

(41.1

)

(47.8

)

8.2

6.9

)

(32.7

)

Interest expense, net

Financial result

(35.3

)

(41.1

)

6.6

(5.1

)

6.9

(32.7

)

Income (loss) before taxes

(15.2

)

(17.8

)

54.3

0.0

(0.1

)

36.4

Income taxes

(16.1

)

(18.8

)

—

(18.8

)

Income tax expense

Net income (loss)

€

(31.3

)

(36.6

)

54.3

0.0

(0.1

)

17.6

(1)

Certain balances will flip from negative to positive when mapped to Worthington Steel’s financial

statement presentation; as such, the Worthington Steel Financial Statement Line title may not reflect the nature of the balance as reflected here. Please refer to the face of the unaudited pro forma financial information, where this presentation has

been aligned with the titling shown here.

Unaudited Condensed Consolidated Statement of

Income for the Period from July 1, 2024 to June 30, 2025

Klöckner Financial Statement Line

Klöckner

Historical

Klöckner

Converted

Becker

Disposal

Reclassification

GAAP

Conversion

Klöckner

Adjusted

Worthington Financial Statement

Line

(in $ millions, except Klöckner Historical)

EUR

(i)

(iv)

(ii)

(iii)

Sales

€

6,439.6

7,006.7

(833.1

)

(50.8

)

(f)

6,122.8

Net sales

(354.2

)

(a)

(4.0

)

(a)

(5,684.7

)

Cost of goods sold

(106.5

)

(b)

(4,939.9

)

(c)

(330.9

)

(d)

50.8

(f)

Changes in inventory

(32.5

)

(35.3

)

16.3

19.0

(c)

—

21.2

(e)

21.2

Miscellaneous income, net

Other operating income

37.7

41.1

(4.3

)

(10.0

)

(d)

—

(26.8

)

(e)

Cost of materials

(5,248.6

)

(5,710.7

)

789.2

4,921.5

(c)

—

(205.3

)

(a)

(1.3

)

(a)

(344.6

)

Selling, general and administrative expense

(14.9

)

(b)

(123.1

)

(d)

Personnel expenses

(565.4

)

(615.1

)

50.7

564.4

(a)

—

Depreciation and amortization

(123.0

)

(133.8

)

11.5

122.3

(b)

—

Impairment losses of intangible assets and property, plant and equipment

(3.2

)

(3.5

)

—

(0.9

)

(b)

(4.4

)

Impairment of assets

(4.9

)

(a)

(37.6

)

Restructuring and other (income) expense, net

(0.6

)

(c)

(38.9

)

(d)

6.8

(e)

Reversals of impairments of intangible assets and property, plant and equipment

0.1

—

(0.1

)

(b)

—

Other operating expenses

(520.3

)

(566.4

)

63.5

502.9

(d)

—

Operating result

(15.6

)

(16.9

)

93.8

1.2

(5.4

)

72.7

Income from investments

(1.7

)

(1.9

)

—

(1.9

)

Equity in net income (loss) of unconsolidated affiliate

Finance income

3.5

3.8

(2.6

)

(1.2

)

(e)

—

Finance expenses

(57.2

)

(62.3

)

16.8

5.3

(a)

(40.2

)

Interest expense, net

Financial result

(53.7

)

(58.5

)

14.2

(1.2

)

5.3

(40.2

)

Income (loss) before taxes

(71.0

)

(77.3

)

108.0

0.0

(0.1

)

30.6

Income taxes

(74.6

)

(81.2

)

—

(81.2

)

Income tax expense

Net income (loss)

€

(145.6

)

(158.5

)

108.0

0.0

(0.1

)

(50.6

)

Unaudited Condensed Consolidated Statement

of Income for the Period from April 1, 2025 to March 31, 2026

Klöckner Financial Statement Line

Klöckner

Historical

Klöckner

Converted

Becker

Disposal

Reclassifications

GAAP

Conversion

Klöckner

Adjusted

Worthington Financial Statement

Line

(in $ millions, except Klöckner Historical)

EUR

(i)

(iv)

(ii)

(iii)

Sales

6,282.0

7,282.9

(874.9

)

(52.8

)

(f)

6,355.2

Net sales

Changes in inventory

6.1

7.0

(18.2

)

11.2

(c)

—

(382.0

)

(a)

(6.9

)

(a)

(5,891.8

)

Cost of goods sold

(111.4

)

(b)

(5,098.2

)

(c)

(346.1

)

(d)

52.8

(f)

Own work capitalized

0.8

1.0

(1.0

)

(c)

—

(221.4

)

(a)

(2.3

)

(a)

(368.0

)

Selling, general and administrative expense

(15.6

)

(b)

(128.7

)

(d)

25.4

(e)

25.4

Miscellaneous income (expense), net

Other operating income

58.9

68.3

(1.5

)

(10.5

)

(d)

—

(1)

(56.3

)

(e)

Cost of materials

(5,102.7

)

(5,915.7

)

824.6

5,091.1

(c)

—

Personnel expenses

(580.3

)

(672.8

)

56.6

616.2

(a)

—

Depreciation and amortization

(120.2

)

(139.4

)

11.4

128.0

(b)

—

Impairment losses of intangible assets and property, plant and equipment

(1.0

)

(1.2

)

—

(1.0

)

(b)

(2.2

)

Impairment of assets

(12.8

)

(a)

3.5

Restructuring and other (income) expense, net

(1)

(3.1

)

(c)

(15.8

)

(d)

35.2

(e)

Reversals of impairments of intangible assets and property, plant and equipment

0.1

—

(0.1

)

(b)

—

Other operating expenses

(490.7

)

(568.8

)

67.7

501.1

(d)

—

Operating result

53.0

61.4

65.7

4.3

(9.3

)

122.1

Income from investments

(2.5

)

(2.8

)

(0.2

)

(3.0

)

Equity in net income (loss) of unconsolidated affiliate

Finance income

6.1

7.1

(2.8

)

(4.3

)

(e)

—

Finance expenses

(52.8

)

(61.2

)

11.6

9.2

(a)

(40.4

)

Interest expense, net

Financial result

(46.7

)

(54.1

)

8.8

(4.3

)

9.2

(40.4

)

Income (loss) before taxes

3.8

4.5

74.3

(0.0

)

(0.1

)

78.7

Income taxes

(33.2

)

(38.5

)

—

(38.5

)

Income tax expense

Net income (loss)

€

(29.4

)

(34.0

)

74.3

(0.0

)

(0.1

)

40.2

(1)

Certain balances will flip from negative to positive when mapped to Worthington Steel’s financial

been aligned with the titling shown here.

(i)

The financial statements of Klöckner have been translated into USD for the purpose of presentation in the

unaudited pro forma condensed combined financial information using the following exchange rates:

The spot rate as of March 31, 2026 of EUR 1.00 to USD 1.1553 for the unaudited condensed consolidated

statement of financial position as of March 31, 2026.

The average exchange rate for the period July 1, 2025 through March 31, 2026 of EUR 1.00 to USD

1.167645 for the unaudited condensed consolidated statement of income for the nine months ended March 31, 2026.

The average exchange rate for the period July 1, 2024 through June 30, 2025 of EUR 1.00 to USD

1.088049 for the unaudited condensed consolidated statement of income for the twelve months ended June 30, 2025.

The average exchange rate for the period April 1, 2025 through March 31, 2026 of EUR 1.00 to USD

1.159324 for the unaudited condensed consolidated statement of income for the twelve months ended March 31, 2026.

(ii)

Reflects reclassification adjustments to conform Klöckner’s historical balances to the financial

statement presentation of Worthington Steel.

•

Unaudited Condensed Consolidated Statement of Financial Position Impact:

Represents the reclassification of historical Klöckner’s goodwill previously presented within

Intangible assets to Goodwill.

Represents the reclassification of historical Klöckner’s right-of-use assets presented previously within Property, plant and equipment to Finance lease right-of-use assets, net of

accumulated amortization. Further, it represents reclassification of historical Klöckner’s lease liability within current financial liabilities and non-current financial liabilities to Current

finance lease liabilities and Non-current finance liabilities, respectively.

Represents the reclassification of historical Klöckner’s Other

non-financial assets and Other financial assets to Other assets.

Represents the reclassification of historical Klöckner’s Supplier bonus receivables to Receivables,

less allowances.

Represents the reclassification of historical Klöckner’s Contract assets, Other financial assets and

Other non-financial assets to Prepaid expenses and other current assets.

Represents the reclassification of historical Klöckner’s Other provisions and accrued liabilities,

Other financial liabilities, and Provision for pension and similar obligations to Other liabilities.

Represents the reclassification of historical Klöckner’s Investment property to Property, plant and

equipment, net.

Represents the reclassification of historical Klöckner’s Other financial liabilities, Other non-financial liabilities, Other non-financial contract liabilities, and Advance payments received to Other accrued items.

Represents the reclassification of a portion of historical Klöckner’s Other provisions and accrued

liabilities to Other accrued items.

•

Unaudited Condensed Consolidated Statement of Income for the Nine Months Ended

March 31, 2026, for the Twelve Months Ended June 30, 2025, and for the Twelve Months Ended March 31, 2026:

Represents the reclassification of historical Klöckner’s Personnel expenses to Cost of goods sold,

Selling, general and administrative expense, and Restructuring and other (income) expense, net.

Represents the reclassification of historical Klöckner’s Depreciation and amortization to Impairment

of assets, Cost of goods sold, and Selling, general and administrative expense.

Represents the reclassification of historical Klöckner’s Cost of materials, Own work capitalized,

and Changes in inventory to Cost of goods sold and Restructuring and other (income) expense, net.

Represents the reclassification of historical Klöckner’s Other operating expenses to Cost of goods

sold, Selling, general and administrative expense, Miscellaneous income (expense), net, and Restructuring and other (income) expense, net.

Represents the reclassification of historical Klöckner’s Finance income and Other operating income

to Miscellaneous income (expense), net and Restructuring and other (income) expense, net.

Represents the reclassification of historical Klöckner’s scrap sales presented previously within

Sales to Cost of goods sold.

(iii)

The historical consolidated financial statements of Klöckner have been converted from IFRS to U.S. GAAP.

Based on a preliminary review performed by Worthington Steel of Klöckner’s historical consolidated financial

statements, the following adjustments have been made to reflect Klöckner’s historical consolidated statement of financial position and consolidated statement of income on a U.S. GAAP basis for the purposes of the unaudited pro forma

condensed combined financial information.

Leases: Under IFRS, lessees have only one lease classification, which is similar to the finance lease

classification under U.S. GAAP. Based on a preliminary review of the nature of Klöckner’s lease arrangements, substantially all of Klöckner’s leases are expected to be classified as operating leases under U.S. GAAP. As a

result, adjustments have been made to replace the historical amortization of right-of-use assets and interest expense recognized by Klöckner under IFRS with

straight-line lease expense. The following adjustments have been made for Klöckner’s operating leases under U.S. GAAP:

•

Unaudited Condensed Consolidated Balance Sheet Impact: Reflects the reclassification of Finance lease right-of-use assets to Operating lease right-of-use assets. Further, reflects the

reclassification of Noncurrent finance lease liabilities to Noncurrent operating lease liabilities and Current finance lease liabilities to Current operating lease liabilities.

As of March 31,

2026

($ millions)

Decrease in Finance lease

right-of-use assets

235.2

Increase in Operating lease

right-of-use assets

235.2

Increase in Noncurrent operating lease liabilities

197.0

Decrease in Noncurrent finance lease liabilities

197.0

Increase in Current operating lease liabilities

49.7

Decrease in Current finance lease liabilities

49.7

•

Unaudited Condensed Consolidated Statement of Income Impact: Reflects the reclassification of interest

expense based on IFRS presentation to U.S. GAAP presentation which involves an increase in Cost of goods sold and Selling, general and administrative expense and decrease in Interest expense, net.

For the Period

from July 1, 2025

to March 31,

2026

For the Period

from July 1, 2024

to June 30, 2025

For the Period

from April 1, 2025

to March 31, 2026

($ millions)

Increase in Cost of goods sold

5.2

4.0

6.9

Increase in Selling, general and administrative expense

1.7

1.3

2.3

Decrease in Interest expense, net

6.9

5.3

9.2

Reversals of impairments of intangible assets and property, plant and equipment: Under IFRS, if certain

criteria are met, the reversal of impairments, other than those of goodwill, is permitted whereas under U.S. GAAP, the reversal of impairments are prohibited. The following adjustment has been made for historical Klöckner’s reversal of

impairment reversals previously recognized for intangible assets and property, plant and equipment under U.S. GAAP:

•

Unaudited Condensed Consolidated Statement of Income Impact: Reflects the reversal of impairment reversals

previously recognized for intangible assets and property, plant and equipment.

For the Period

from July 1, 2025

to March 31,

2026

For the Period

from July 1, 2024

to June 30, 2025

For the Period

from April 1, 2025

to March 31, 2026

($ millions)

Decrease in Reversals of impairments of intangible assets and property, plant and

equipment

0.1

(iv)

Reflects the elimination of the historical results of the Becker Group, a subsidiary of Klöckner, which is

in the process of being sold. Klöckner announced the planned divestment of the Becker Group on January 15, 2026, and Klöckner has received non-binding acquisition offers from several interested

parties subsequent to March 31, 2026. As of March 31, 2026, the criteria for classification as held for sale under IFRS 5 had not yet been met. The Becker Group has been determined to be insignificant to both Klöckner and Worthington

Steel. For further information related to this planned sale, refer to the Klöckner financial statements as of and for the three months ended March 31, 2026.

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of February 28, 2026

The adjustments included in the unaudited pro forma condensed combined balance sheet as of February 28, 2026

are as follows:

(A)

Reflects purchase price consideration as well as the purchase price allocation adjustments to record

Klöckner’s assets and liabilities at estimated fair value based on the consideration conveyed.

The

preliminary purchase price was allocated among the identified assets to be acquired, based on a preliminary analysis. The deferred income taxes represent the deferred tax impact associated with the incremental differences in book and tax basis

created from the preliminary purchase price allocation. Deferred taxes associated with estimated fair value adjustments were calculated using the statutory corporate income tax rate of 21%. The estimates of fair value are based upon preliminary

valuation assumptions, and are believed to be reasonable, but are inherently uncertain and unpredictable. As a result, actual results may differ from estimates, and the difference may be material.

As part of the allocation of purchase price, the Company has excluded balances related to the Becker Group, a subsidiary of Klöckner,

which is in the process of being sold, as described in Note 2 above. For further information related to this planned sale, refer to Klöckner financial statements as of and for the three months ended March 31, 2026.

The following presents preliminary estimates of (i) the assets acquired and the liabilities assumed by Worthington Steel in the Klöckner

Acquisition, and (ii) purchase consideration.

Net Assets Identified

Preliminary Estimate of

Fair Value

($ in millions)

Cash and cash equivalents

61.5

Receivables, less allowances

861.2

Total inventories

1,176.1

Income taxes receivable

46.1

Assets held for sale

17.2

Prepaid expenses and other current assets

148.5

Operating lease

right-of-use assets

244.5

Finance lease

right-of-use assets, net of accumulated amortization

18.0

Deferred income taxes

67.0

Other assets

359.7

Total property, plant and equipment,

net1

544.1

Accounts payable

(639.3

)

Short-term borrowings

(151.6

)

Accrued compensation, contributions to employee benefit plans and related taxes

(42.9

)

Other accrued items

(106.7

)

Current operating lease liabilities

(48.3

)

Current finance lease liabilities

(2.1

)

Income taxes payable

(30.3

)

Other liabilities

(29.8

)

Long-term debt

(891.6

)

Noncurrent operating lease liabilities

(196.2

)

Noncurrent finance lease liabilities

(15.9

)

Deferred income taxes

(113.6

)

Non-controlling interests acquired

(7.9

)

Subtotal

1,267.7

Less: Non-controlling interests in Klöckner

(483.4

)

Total Value of Net Assets Identified

784.3

Value Conveyed

Cash consideration at closing

683.0

Previously purchased equity interests in Klöckner2

101.3

Total Purchase Consideration

784.3

The property, plant and equipment fair value was primarily related to buildings and improvements, which

accounted for 28% of the balance; land, which accounted for 24% of the balance; and machinery and equipment, which accounted for 39% of the balance. These asset groups in property, plant and equipment are included within Worthington Steel’s

subcategories of Buildings and improvements, Land, and Machinery and equipment, respectively. The estimated weighted average remaining useful life of Building and improvements and Machinery and equipment was 19.4 years and 6.7 years, respectively.

The legacy intangibles held by Klöckner on March 31, 2026 were eliminated as a result of the preliminary valuation performed. All preliminary conclusions are subject to change as further valuation procedures are performed.

The Company acquired certain equity interests in Klöckner on the open market during January and February

2026. There was not a material difference between the carrying value of the equity interests and the fair value as of closing; as such, no such adjustment has been reflected herein.

(B)

Reflects the impact of nonrecurring expenses related to estimated transaction costs, primarily comprised of

investment banking fees, legal fees, accounting and audit fees, and other related advisory costs. The related adjustment to the statement of earnings is reflected at adjustment (BB).

(C)

Reflects the impact of estimated cash bonuses to be paid upon closing of the Klöckner Acquisition in the

amount of $21.2 million. Of this amount, $7.0 million was already incurred and accrued for as of the balance sheet date. The related income statement adjustment is reflected at adjustment (CC).

(D)

Reflects the issuance of the term loan credit facility entered into in connection with the Klöckner

Acquisition (the “Term Loan Credit Facility”) and the Notes in an aggregate principal amount of $500.0 million and $900.0 million, respectively, as adjusted for debt issuance costs of $48.3 million. The related income

statement adjustment is reflected at adjustment (FF).

(E)

Reflects the repayment of outstanding borrowings under Worthington Steel’s asset-based senior secured

revolving credit facility scheduled to mature on November 30, 2028 in an aggregate principal amount of $192.7 million. The related income statement adjustment is reflected at adjustment (GG).

(F)

Reflects the repayment of outstanding borrowings under Klöckner’s asset-backed securities program

(“ABS Program”) and the Klöckner’s revolving credit facility agreement (the “Klöckner RCF Agreement”), both scheduled to mature in 2028, in an aggregate principal amount of $87.8 million. The related

income statement adjustment is reflected at adjustment (HH).

Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Earnings for the Nine Months Ended

February 28, 2026, for the Year Ended May 31, 2025, and for the Twelve Months Ended February 28, 2026

(AA)

Reflects a decrease in Cost of goods sold and Selling, general and administrative expense. The decrease is

attributable to the elimination of intangibles and an incremental decrease in depreciation and amortization due to fair value adjustment of Property, plant, and equipment.

(BB)

Reflects the recognition of nonrecurring expense related to estimated transaction costs in the amount of

$19.0 million, which are primarily comprised of investment banking fees, legal fees, accounting and audit fees, and other related advisory costs. The related balance sheet adjustment is reflected at adjustment (B).

(CC)

Reflects the recognition of non-recurring compensation expense related

to the cash bonuses to be paid upon closing of the Klöckner Acquisition amounting to $14.2 million.

(DD)

Reflects the recognition of non-recurring stock-based compensation

expense related to the vesting of virtual stock options of Klöckner upon closing.

(EE)

Reflects the tax impact of all pro forma adjustments, calculated using a statutory corporate income tax rate of

21%.

(FF)

Reflects estimated aggregate interest expense related to the Term Loan Credit Facility and the Notes, as

presented at adjustment (D), calculated using an estimated interest rate of Term SOFR plus a margin of approximately 4.0% and a fixed interest rate of approximately 8.1%, respectively. An increase or decrease of

one-eighth of a percent in the interest rate would result in a change in interest expense related to Term Loan B of $0.5 million for nine months ended February 28, 2026, $0.6 million for the

year ended May 31, 2025, and $0.6 million for the twelve months ended February 28, 2026. The interest rates used are estimated and may vary from the estimate once they are finalized.

(GG)

Reflects the elimination of interest expense related to Worthington Steel’s asset-based senior secured

revolving credit facility scheduled to mature on November 30, 2028.

(HH)

Reflects the reduction of interest expense related to Klöckner’s ABS Program and the Klöckner

RCF Agreement, both scheduled to mature in 2028, as presented at adjustment (F).

(II)

Reflects the adjustment to net income (loss) attributable to

non-controlling interests based on the pro forma economic non-controlling interests. The non-controlling interest was calculated

as 38%, or the percentage calculated basis of shares of Klöckner held by shareholders other than Worthington Steel as of closing of the Klöckner Acquisition; this percentage was then applied to Klöckner’s historical results and

to the pro forma adjustments related to Klöckner. The following table shows the economic interest of Klöckner immediately following the Klöckner Acquisition:

Units

Klöckner shares held by Worthington Steel

61,710,791

Other Klöckner shareholders

38,039,209

Total

99,750,000

100

Unaudited Pro Forma Earnings (Loss) per Share

Unaudited pro forma earnings (loss) per share calculations are based on the consolidated pro forma weighted average shares outstanding of Worthington Steel.

The pro forma earnings (loss) per share calculations have been performed for the nine months ended February 28, 2026 the year ended May 31, 2025, and the twelve months ended February 28, 2026, assuming the acquisition occurred on

June 1, 2024.

(in millions of USD, except per share amounts)

For the Nine

Months

Ended

February 28,

2026

For the Year

Ended

May 31, 2025

For the

Twelve

Months

Ended

February 28,

2026

Numerator (basic & diluted):

Pro forma net earnings (loss) attributable to controlling interest – income available to

common shareholders

27.5

(12.3

)

80.4

Denominator:

Basic earnings weighted average common shares

49.8

49.5

49.7

Effect of dilutive securities

0.9

—

1.0

Diluted earnings adjusted weighted average common shares

50.7

49.5

50.7

Pro forma basic earnings (loss) per common share attributable to controlling interest

0.55

(0.25

)

1.62

Pro forma diluted earnings (loss) per common share attributable to controlling interest

0.54

(0.25

)

1.59

Anti-dilutive non-qualified stock options and restricted

common share awards

0.1

1.2

0.0

Certain non-qualified stock options and restricted common share awards were excluded

from the calculation of diluted earnings per common share because their inclusion would have been anti-dilutive.

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