OLYMPIC STEEL INC 8-K

What Happened
Olympic Steel, Inc. (the Company) filed an 8-K on Feb. 2, 2026 to supplement the Joint Proxy Statement/Prospectus for its pending merger with Ryerson Holding Corporation (Merger Agreement dated Oct. 28, 2025). The Company says Ryerson’s S-4 and the joint proxy were filed (Ryerson’s S-4 on Dec. 5, 2025; Company’s definitive proxy on Jan. 14, 2026) and the Company’s special shareholder meeting is scheduled for Feb. 12, 2026 (audio-only webcast). The filing also discloses that the Company and Ryerson received shareholder demand letters and two lawsuits challenging certain disclosures; the companies deny the claims but are voluntarily supplementing the proxy to avoid delay and expense.

Key Details

• Shareholder actions: 14 demand letters to Olympic Steel, 1 to Ryerson, and two complaints filed in New York Supreme Court (Weiss v. Olympic Steel, Jan. 21, 2026; Hamilton v. Olympic Steel, Jan. 22, 2026).
• Supplemental valuation disclosures added from financial advisors KeyBanc and Houlihan Lokey, including comparable-company and precedent-transaction analyses, analyst price-target review, and discounted cash flow (DCF) work.
• Selected valuation figures disclosed: Olympic Steel implied Enterprise Value ~$565M and share price reference $29.08 (KeyBanc table); KeyBanc DCF used projected 2030 EBITDA of $163.3M and discount rates of 12.0%–14.0% (terminal EBITDA multiples 7.5x–8.2x); KeyBanc’s review of analyst targets ($38.00–$40.00 midpoint) produced a net present value per share of $20.81.
• Houlihan Lokey’s DCF ranges: discount rates ~11.0%–12.0% and terminal multiples 6.0x–7.0x (applied to 2030E Adjusted EBITDA).

Why It Matters
These supplemental disclosures address shareholder complaints about the proxy’s financial analyses and are intended to remove a potential obstacle to shareholder approval and the merger timetable. Investors should note (1) the company and Ryerson deny any legal or disclosure violations, (2) the supplements provide more detail on the advisors’ valuation methods (comps, precedent transactions, analyst targets, DCF assumptions), and (3) the Special Meeting to vote on the merger is set for Feb. 12, 2026. Retail investors deciding how to vote should review the full Joint Proxy Statement/Prospectus (and these supplements) available at www.sec.gov and on Olympic Steel’s investor site for the complete analyses and assumptions.