MARABITO RICHARD T 4

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.