MANSON RICHARD A 4
4 · OLYMPIC STEEL INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Olympic Steel (ZEUS) CFO Richard A. Manson Sells 65,490 Shares
What Happened
- Richard A. Manson, CFO of Olympic Steel, reported dispositions on Feb 13, 2026 totaling 65,490 shares. The transactions are listed as dispositions to the issuer (not open‑market trades) and include:
- Common stock/issued shares: 17,785; 3,810; 1,565
- Derivative/RSU-related disposals: 14,891; 3,000; 3,000; 4,936; 16,503
- No per‑share price is reported on the Form 4 (listed as N/A) because these were transactions pursuant to the Merger Agreement converting Olympic Steel stock and RSUs into Parent (Ryerson Holding) common stock or cash in lieu of fractional shares. Cash amounts for certain converted RSUs were determined using the closing price of Parent common stock on Feb 13, 2026.
Key Details
- Transaction date: February 13, 2026; Form 4 filed February 17, 2026 (appears timely).
- Total shares disposed: 65,490 (combination of outstanding shares and RSU-related awards).
- Price: N/A on Form 4 — cash payments (where applicable) were calculated using Parent’s Feb 13, 2026 closing price per the Merger Agreement.
- Shares owned after transaction: Not specified in the provided Form 4 summary.
- Notable footnotes (Merger-related):
- F1: Outstanding company shares converted into Parent common stock at a 1.7105 multiplier (plus cash for fractional shares).
- F2–F5: RSUs represent rights to company shares; various RSUs were converted into RSUs for Parent common stock (multiplied by 1.7105) and some vest on future dates (Dec 31, 2026/2027).
- F6: Certain fully vested RSUs were converted to Parent RSUs then canceled in exchange for cash equal to underlying Parent shares × Parent closing price (payable within 30 days, less taxes).
- F7: Some vested RSUs were cancelled and converted into a cash amount credited to the executive’s SERP account (calculated using the 1.7105 multiplier and Parent closing price).
- Filing timeliness: Filed Feb 17 for Feb 13 transactions; appears to meet typical Form 4 reporting timing.
Context
- These dispositions are merger-related conversions/cash‑outs (dispositions to the issuer) under the Merger Agreement with Ryerson Holding/Crimson MS Corp., not routine open‑market sales. That distinction means the activity reflects transaction mechanics of the deal (share conversion and cash settlement) rather than a standalone insider sale signaling sentiment.
- For retail investors: merger conversions and RSU cash‑outs are common in acquisitions and are procedural — they don’t necessarily indicate the insider is reducing a stake by selling into the market.
Insider Transaction Report
Form 4Exit
MANSON RICHARD A
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-13−17,785→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-02-13−3,810→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
[F1]2026-02-13−1,565→ 0 total(indirect: By IRA) - Disposition to Issuer
Restricted Share Units
[F2][F3]2026-02-13−14,891→ 0 total→ Common Stock (14,891 underlying) - Disposition to Issuer
Restricted Share Units
[F2][F4]2026-02-13−3,000→ 0 total→ Common Stock (3,000 underlying) - Disposition to Issuer
Restricted Share Units
[F2][F5]2026-02-13−3,000→ 0 total→ Common Stock (3,000 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]2026-02-13−16,503→ 0 total→ Common Stock (16,503 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