WOLFORT DAVID A 4
4 · OLYMPIC STEEL INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Olympic Steel (ZEUS) Director David Wolfort Disposes 217,525 Shares
What Happened
- David A. Wolfort, a director of Olympic Steel, reported dispositions on Feb 13, 2026 totaling 217,525 shares/RSU-equivalents. The filings show four dispositions: 125,401 shares (common stock) and three derivative items (30,017; 4,936; 57,171 RSU-related units). All dispositions were "to the issuer" under the Merger Agreement with Ryerson Holding Corporation (Parent) and Crimson MS Corp.
- The Merger Agreement converted each Olympic Steel share into 1.7105 shares of Parent common stock (rounded down to whole shares) plus cash in lieu of fractional shares. Certain RSUs were converted into Parent RSUs, some RSUs were cancelled for cash based on Parent’s Feb 13, 2026 closing price (less taxes), and some RSUs were converted to a cash credit to the executive’s SERP account. The Form 4 does not list a per-share sale price or total dollar amount for these dispositions.
Key Details
- Transaction date: Feb 13, 2026. Filing date (Form 4): Feb 17, 2026.
- Transaction code: D = Disposition to issuer (merger-related conversion/cash-out), not an open-market sale.
- Total reported disposed units: 217,525 (125,401 shares + 30,017 RSU units + 4,936 RSU units + 57,171 RSU units).
- Prices/total cash: Not specified on the Form 4; cash amounts are determined per the Merger Agreement using a 1.7105 conversion ratio and Parent’s Feb 13, 2026 closing price.
- Shares owned after transaction: Not specified in the provided filing data.
- Notable footnotes:
- F1: Dispositions pursuant to the Merger Agreement; conversion ratio 1.7105 plus cash for fractional shares.
- F2–F5: Describe RSU treatment — 1:1 contingent rights to shares, conversion to Parent RSUs, cancellation for cash payable within 30 days, and SERP credit treatment for certain RSUs.
- Filing timeliness: Filed four days after the transaction; the Form 4 does not indicate a late filing code in the provided details.
Context
- These were merger-related dispositions (conversion and cash-outs), not typical insider open-market sales; the insider surrendered/converted stock and vested RSUs under terms of the acquisition.
- For retail investors: merger-driven conversions/cash settlements are routine contract-driven events and do not, by themselves, signal the insider’s market view of the business.
Insider Transaction Report
Form 4Exit
WOLFORT DAVID A
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-13−125,401→ 0 total - Disposition to Issuer
Restricted Share Units
[F2][F3]2026-02-13−30,017→ 0 total→ Common Stock (30,017 underlying) - Disposition to Issuer
Restricted Share Units
[F2][F4]2026-02-13−4,936→ 0 total→ Common Stock (4,936 underlying) - Disposition to Issuer
Restricted Share Units
[F2][F5]2026-02-13−57,171→ 0 total→ Common Stock (57,171 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of October 28, 2025, by and among Olympic Steel, Inc. (the "Company"), Ryerson Holding Corporation ("Parent"), and Crimson MS Corp. At the effective time of the merger, each share of the Company's common stock, without par value ("Company common stock"), that was issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive a number of shares of common stock, $0.01 par value per share, of Parent ("Parent common stock"), multiplied by 1.7105 (rounded down to the nearest whole share), plus a cash payment (rounded down to the nearest cent) in lieu of any fractional shares as determined pursuant to the Merger Agreement.
- [F2]Each restricted share unit ("RSU") represents the contingent right to receive one share of Company common stock.
- [F3]These RSUs are fully vested and will generally be settled upon the Reporting Person's separation from service. Pursuant to the Merger Agreement, these RSUs were converted into RSUs with respect to Parent common stock by multiplying the number of shares of Company common stock underlying the award by 1.7105 (rounded down to the nearest whole share).
- [F4]These RSUs are fully vested. Pursuant to the Merger Agreement, these RSUs were converted into RSUs with respect to Parent common stock by multiplying the number of shares of Company common stock underlying the award by 1.7105 (rounded down to the nearest whole share) and then cancelled in exchange for a cash payment equal to the number of shares of Parent common stock underlying the award, multiplied by the closing price per share of Parent common stock on February 13, 2026 (less applicable taxes), payable within 30 days of such date.
- [F5]These RSUs are fully vested and were contributed to and used to fund the Reporting Person's account balance in the Supplemental Executive Retirement Plan ("SERP"). Pursuant to the Merger Agreement, these RSUs were cancelled and converted into a cash amount equal to the number of shares of Company common stock underlying the award, multiplied by 1.7105, and further multiplied by the closing price per share of Parent common stock on February 13, 2026. Such cash amount shall be credited to the Reporting Person's SERP account, and will otherwise remain subject to the payment timing requirements and other terms of the SERP.
Signature
/s/ Lisa K. Christen, as Attorney-In-Fact|2026-02-17