OLYMPIC STEEL INC 8-K

What Happened

• Olympic Steel, Inc. announced that its shareholders approved the Agreement and Plan of Merger with Ryerson Holding Corporation and Merger Sub (Crimson MS Corp.) at a virtual special meeting held Feb 12, 2026. Under the agreement, Merger Sub will merge into Olympic Steel, with Olympic Steel surviving as a wholly owned subsidiary of Ryerson.
• The company delivered a definitive proxy statement/prospectus on Jan 14, 2026. As of the record date (Jan 9, 2026) there were 11,261,678 shares outstanding; 9,277,551 shares (≈82.4%) were represented at the meeting, satisfying a quorum. Olympic Steel expects to complete the merger on Feb 13, 2026. A joint press release with Ryerson announcing the results was filed as Exhibit 99.1.

Key Details

• Merger Proposal vote: For 9,210,955; Against 35,670; Abstain 30,926.
• Shareholder turnout: 9,277,551 shares represented (≈82.4% of 11,261,678 outstanding).
• Advisory (non-binding) vote on named executive officer compensation related to the merger: For 2,037,874; Against 7,108,280; Abstain 131,396 (majority voted against).
• Adjournment proposal had sufficient votes to pass but was not moved because adjournment was deemed unnecessary. No broker non-votes occurred (proposals were non-routine).

Why It Matters

• The approved merger will make Olympic Steel a wholly owned subsidiary of Ryerson, a fundamental corporate control and ownership change that investors should watch for effects on governance and strategy.
• The company expects the transaction to close immediately (Feb 13, 2026), so operational and reporting changes may follow quickly; shareholders should review the pending press release and the proxy/prospectus for details of merger consideration and post‑closing plans.
• The large “against” vote on the non‑binding executive compensation proposal signals shareholder disapproval of the disclosed merger-related pay arrangements, which is material feedback to management and the board even though the vote is advisory.