WOLFORT DAVID A 4

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.