OLYMPIC STEEL INC 8-K

What Happened
Olympic Steel Inc. announced the closing of its merger into Ryerson Holding Corporation effective February 13, 2026. At the Effective Time, each outstanding share of Olympic common stock (formerly trading as "ZEUS") was converted into the right to receive Ryerson common stock at an exchange ratio of 1.7105 (rounded down to whole shares), and Ryerson issued approximately 19.5 million shares to former Olympic holders. Olympic became a direct, wholly owned subsidiary of Ryerson, its board was replaced with the two directors of the Merger Sub (Andrea C. Okun and Mark Silver), and Olympic’s charter and bylaws were amended and restated.

Key Details

• Merger effective date: February 13, 2026; Exchange Ratio: 1.7105 Ryerson shares per Olympic share; ~19.5 million Ryerson shares issued.
• Equity awards: time‑based RSUs largely converted into Ryerson RSUs; SERP RSUs and many performance awards were converted to cash (paid or credited per payroll within 30 days); other awards were assumed by Ryerson per plan terms.
• Debt: Olympic terminated its Credit Agreement (originally dated Dec 8, 2017) on the Closing Date and repaid all outstanding principal, interest and fees; no early termination penalties were required.
• Markets & filings: Olympic requested Nasdaq suspend trading and withdraw its listing (ZEUS ceased trading at close on Feb 13, 2026) and asked Nasdaq to file Form 25; Olympic intends to file Form 15 to suspend reporting under the Exchange Act.

Why It Matters
For shareholders, the merger ends Olympic Steel’s independent public listing and converts their Olympic shares into Ryerson shares (or cash for fractional shares and certain awards) based on the stated exchange ratio—important for how holders will own or receive value going forward. For employees and option/RSU holders, award treatment varies by plan: many awards were assumed by Ryerson, while certain SERP, performance and phantom awards were cashed out or credited, generally within 30 days. The company’s debt was paid off at closing, removing the prior credit facility from Olympic’s capital structure.