MARABITO RICHARD T 4
4 · OLYMPIC STEEL INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Olympic Steel (ZEUS) CEO Richard Marabito Disposes 206,917 Shares
What Happened
- Richard T. Marabito, CEO of Olympic Steel, reported dispositions on Feb 13, 2026 totaling 206,917 shares (aggregate of common shares and derivative awards/RSUs). These were dispositions "to the issuer" under the Oct 28, 2025 Merger Agreement with Ryerson Holding Corporation/Crimson MS Corp., not open-market sales. Prices are listed as N/A because shares/RSUs were converted, cancelled, or paid out under the merger terms rather than sold on the market.
Key Details
- Transaction date: February 13, 2026; Form 4 filed February 17, 2026 (timely given the Presidents’ Day holiday).
- Reported dispositions (individual line items): 73,249; 70,802 (derivative/RSU); 8,246 (derivative/RSU); 11,000 (derivative/RSU); 4,936 (derivative/RSU); 38,684 (derivative/RSU) — total 206,917.
- Price/Value: N/A on filing. Per the Merger Agreement, company shares were converted into Parent (Ryerson) common stock at a 1.7105 multiplier (rounded down) plus cash in lieu of fractional shares; certain RSUs were cancelled for a cash payment equal to the underlying Parent shares × Parent closing price on Feb 13, 2026 (less taxes) and paid within specified timeframes.
- Shares owned after transaction: Not reported in the filing.
- Footnote highlights:
- F1: Common stock converted into Parent common stock at 1.7105× plus cash for fractional shares.
- F2–F5: RSUs represent rights to company shares; some remain as converted RSUs on Parent stock with future vesting (Dec 31, 2026 or Dec 31, 2027).
- F6: Certain fully vested RSUs were converted and cancelled for cash based on Parent closing price (payable within ~30 days).
- F7: Some vested RSUs were converted to cash and credited to the CEO’s SERP account per plan terms.
- Filing timeliness: No late filing indicator; Form 4 was filed Feb 17, 2026 (four days after the transaction but within business-day rules given the Feb 16 holiday).
Context
- These are merger-related dispositions (corporate transaction), not insider open-market sales—such filings reflect conversion/settlement mechanics under the merger rather than a CEO decision to sell stock for personal reasons.
- For retail investors: merger conversions and RSU cancellations are procedural—they change the form of the CEO’s holdings (Parent stock or cash) according to the merger terms; they do not necessarily signal a change in the CEO’s view of the company’s prospects.
Insider Transaction Report
Form 4Exit
MARABITO RICHARD T
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-13−73,249→ 0 total - Disposition to Issuer
Restricted Share Units
[F2][F3]2026-02-13−70,802→ 0 total→ Common Stock (70,802 underlying) - Disposition to Issuer
Restricted Share Units
[F2][F4]2026-02-13−8,246→ 0 total→ Common Stock (8,246 underlying) - Disposition to Issuer
Restricted Share Units
[F2][F5]2026-02-13−11,000→ 0 total→ Common Stock (11,000 underlying) - Disposition to Issuer
Restricted Share Units
[F2][F6]2026-02-13−4,936→ 0 total→ Common Stock (4,936 underlying) - Disposition to Issuer
Restricted Share Units
[F2][F7]2026-02-13−38,684→ 0 total→ Common Stock (38,684 underlying)
Footnotes (7)
- [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 generally vest on December 31, 2026, subject to the Reporting Person's continued employment and will be settled within 90 days following the applicable vesting date. 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).
- [F5]These RSUs generally vest on December 31, 2027, subject to the Reporting Person's continued employment and will be settled within 90 days following the applicable vesting date. 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).
- [F6]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.
- [F7]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