MARABITO RICHARD T 4

What Happened

• Richard T. Marabito, President & COO and a director of Ryerson Holding Corp (RYI), received common stock and multiple restricted stock unit (RSU) awards in connection with Ryerson’s merger with Olympic Steel and related award conversions/grants.
• He was issued 125,292 shares of Ryerson common stock in exchange for 73,249 shares of Olympic Steel common stock (Exchange Ratio = 1.7105; cash paid in lieu of any fractional shares). In addition, he received converted and new RSU awards totaling 304,521 RSUs (33,005; 88,101; 14,104; 18,815; and a 150,496 one‑time sign‑on RSU award). One award entry is reported at $0.00 on the Form 4 (derivative award). These were awards/conversions (code A) rather than open‑market purchases or sales.

Key Details

• Transaction date: February 13, 2026 (Form 4 filed same date).
• Price: Common shares reported as acquired in exchange (no cash price); the sign‑on RSU shown at $0.00; RSUs are derivative awards (contingent rights to receive shares).
• Exchange ratio: Olympic Steel shares were converted at 1.7105 Ryerson shares per Olympic share; cash paid for fractions (per merger terms).
• Vesting/delivery: Some converted RSUs are fully vested and will be delivered upon separation of service; other converted RSUs have scheduled vesting (some vest on Dec 31, 2026 and others on Dec 31, 2027 and will be delivered within 90 days after vesting). The 150,496 one‑time sign‑on RSU vests on the third anniversary of the merger closing.
• Shares owned after transaction: Not specified in the excerpt provided.
• Timeliness: Filing appears timely (period of report and filing date: 2026‑02‑13).

Context

• These transactions are merger consideration and award conversions, not open‑market buys or sales — they reflect equity received for prior Olympic Steel holdings and grant awards tied to employment/merger terms.
• RSUs are derivative awards that convert into common shares only when vested and delivered; their presence is not an immediate cash‑market purchase signal.