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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number 0-23320

OLYMPIC STEEL, INC.

(Exact name of registrant as specified in its charter)

	Ohio		34-1245650
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

	22901 Millcreek Boulevard, Suite 650, Highland Hills, OH		44122
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (216) 292-3800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, without par value	ZEUS	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☒
	Non-accelerated filer ☐	Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares of each of the issuer's classes of common stock, as of the latest practicable date:

	Class		Outstanding as of August 1, 2025
	Common stock, without par value		11,197,621

Table of Contents

Olympic Steel, Inc.

Index to Form 10-Q

			Page No.

Part I. FINANCIAL INFORMATION			3

	Item 1. *Financial Statements*		3

		Consolidated Balance Sheets – June 30, 2025 and December 31, 2024 (unaudited)	3

		Consolidated Statements of Comprehensive Income – for the three and six months ended June 30, 2025 and 2024 (unaudited)	4

		Consolidated Statements of Cash Flows – for the six months ended June 30, 2025 and 2024 (unaudited)	5

		Supplemental Disclosures of Cash Flow Information – for the six months ended June 30, 2025 and 2024 (unaudited)	6

		Consolidated Statements of Shareholders’ Equity – for the three and six months ended June 30, 2025 and 2024 (unaudited)	7

		Notes to Unaudited Consolidated Financial Statements	8

	Item 2. *Management’s Discussion and Analysis of Financial Condition and Results of Operations*		20

	Item 3. *Quantitative and Qualitative Disclosures About Market Risk*		31

	Item 4. *Controls and Procedures.*		32

Part II. OTHER INFORMATION			33

	Item 5. *Other Information*		33

	Item 6. *Exhibits*		34

SIGNATURES			35

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Olympic Steel, Inc.

Consolidated Balance Sheets

(in thousands)

	*As of*
	*June 30, 2025*			*December 31, 2024*
	(unaudited)
Assets
Cash and cash equivalents	$	14,815		$	11,912
Accounts receivable, net		203,723			166,149
Inventories, net (includes LIFO reserves of $7,091 as of June 30, 2025 and $6,341 as of December 31, 2024)		368,024			390,626
Prepaid expenses and other		10,203			11,904
Total current assets		596,765			580,591
Property and equipment, at cost		536,477			519,702
Accumulated depreciation		(328,569	)		(315,866	)
Net property and equipment		207,908			203,836
Goodwill		83,818			83,818
Intangible assets, net		115,073			118,111
Other long-term assets		30,506			21,204
Right of use assets, net		40,840			36,936
Total assets	$	1,074,910		$	1,044,496

Liabilities
Accounts payable	$	144,572		$	80,743
Accrued payroll		19,292			24,184
Other accrued liabilities		23,845			21,846
Current portion of lease liabilities		6,629			5,865
Total current liabilities		194,338			132,638
Credit facility revolver		233,198			272,456
Other long-term liabilities		23,979			22,484
Deferred income taxes		9,895			11,049
Lease liabilities		35,297			31,945
Total liabilities		496,707			470,572
Shareholders' Equity
Preferred stock		-			-
Common stock		138,892			138,538
Accumulated other comprehensive income (loss)		(54	)		190
Retained earnings		439,365			435,196
Total shareholders' equity		578,203			573,924
Total liabilities and shareholders' equity	$	1,074,910		$	1,044,496

The accompanying notes are an integral part of these consolidated statements.

Table of Contents

Olympic Steel, Inc.

Consolidated Statements of Comprehensive Income

For the Three and Six Months Ended June 30,

(in thousands, except per share data)

	*Three months ended*					*Six months ended*
	*June 30,*					*June 30,*
	*2025*			*2024*		*2025*			*2024*
	(unaudited)

Net sales	$	496,483		$	526,250	$	989,424		$	1,052,892
Costs and expenses
Cost of materials sold (excludes items shown separately below)		374,679			406,547		749,179			814,085
Warehouse and processing		36,336			33,243		70,955			66,136
Administrative and general		31,272			29,167		62,646			59,319
Distribution		18,542			17,462		37,474			34,220
Selling		11,497			13,201		23,974			24,737
Occupancy		4,569			4,293		9,518			8,786
Depreciation		6,559			5,839		13,041			11,845
Amortization		1,656			1,388		3,471			2,716
Total costs and expenses		485,110			511,140		970,258			1,021,844
Operating income		11,373			15,110		19,166			31,048
Other loss, net		27			21		48			40
Income before interest and income taxes		11,346			15,089		19,118			31,008
Interest and other expense on debt		3,956			4,393		8,138			8,403
Income before income taxes		7,390			10,696		10,980			22,605
Income tax provision		2,153			3,036		3,234			6,248
Net income	$	5,237		$	7,660	$	7,746		$	16,357
Loss on cash flow hedge		(45	)		-		(326	)		(41	)
Tax effect on cash flow hedge		11			-		81			-
Total comprehensive income	$	5,203		$	7,660	$	7,501		$	16,316

Earnings per share:
Net income per share - basic	$	0.45		$	0.66	$	0.66		$	1.40
Weighted average shares outstanding - basic		11,742			11,662		11,736			11,663
Net income per share - diluted	$	0.45		$	0.66	$	0.66		$	1.40
Weighted average shares outstanding - diluted		11,764			11,662		11,759			11,663

Dividends declared per share of common stock	$	0.16		$	0.15	$	0.32		$	0.30

The accompanying notes are an integral part of these consolidated statements.

Table of Contents

Olympic Steel, Inc.

Consolidated Statements of Cash Flows

For the Six Months Ended June 30,

(in thousands)

	*2025*			*2024*
	(unaudited)

Cash flows provided by (used for) operating activities:
Net income	$	7,746		$	16,357
Adjustments to reconcile net income to net cash provided by (used in) operating activities -
Depreciation and amortization		16,562			14,611
Amortization of deferred financing fees		302			340
Loss on disposition of property and equipment		7			178
Stock-based compensation		354			1,000
Other long-term assets		(12,021	)		(2,934	)
Other long-term liabilities		4,656			2,751
		17,606			32,303
Changes in working capital:
Accounts receivable		(37,574	)		(25,533	)
Inventories		22,602			295
Prepaid expenses and other		1,448			1,586
Accounts payable		65,003			327
Change in outstanding checks		(1,174	)		(941	)
Accrued payroll and other accrued liabilities		(2,986	)		(13,549	)
		47,319			(37,815	)
Net cash provided by (used for) operating activities		64,925			(5,512	)

Cash flows provided by (used for) investing activities:
Capital expenditures		(17,517	)		(13,241	)
Proceeds from disposition of property and equipment		57			35
Net cash used for investing activities		(17,460	)		(13,206	)

Cash flows provided by (used for) financing activities:
Credit facility revolver borrowings		258,789			329,767
Credit facility revolver repayments		(298,047	)		(310,779	)
Principal payment under finance lease obligation		(443	)		(603	)
Credit facility fees and expenses		(1,284	)		(107	)
Dividends paid on common stock		(3,577	)		(3,341	)
Net cash provided by (used for) financing activities		(44,562	)		14,937

Cash and cash equivalents:
Net change		2,903			(3,781	)
Beginning balance		11,912			13,224
Ending balance	$	14,815		$	9,443

The accompanying notes are an integral part of these consolidated statements.

Table of Contents

Olympic Steel, Inc.

Supplemental Disclosures of Cash Flow Information

For the Six Months Ended June 30,

(in thousands)

	*2025*		*2024*
	(unaudited)

Interest paid	$	7,766	$	7,691
Income taxes paid	$	2,930	$	6,743

The Company incurred a nominal amount of new financing lease obligations during the six months ended June 30, 2025 and 2024. These non-cash transactions have been excluded from the Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024.

The accompanying notes are an integral part of these consolidated statements.

Table of Contents

Olympic Steel, Inc.

Consolidated Statements of Shareholders’ Equity

(in thousands)

(unaudited)

	*For the Three Months Ended June 30, 2025*
			*Accumulated*
			*Other*
	*Common*		*Comprehensive*			*Retained*			*Total*
	*Stock*		*Loss*			*Earnings*			*Equity*

Balance at March 31, 2025	$	138,286	$	(20	)	$	435,919		$	574,185
Net income		-		-			5,237			5,237
Payment of dividends on common stock ($0.16 per share)		-		-			(1,792	)		(1,792	)
Stock-based compensation		606		-			-			606
Changes in fair value of hedges, net of tax		-		(34	)		-			(34	)
Other		-		-			1			1
Balance at June 30, 2025	$	138,892	$	(54	)	$	439,365		$	578,203

	*For the Six Months Ended June 30, 2025*
			*Accumulated*
			*Other*
	*Common*		*Comprehensive*			*Retained*			*Total*
	*Stock*		*Loss*			*Earnings*			*Equity*

Balance at December 31, 2024	$	138,538	$	190		$	435,196		$	573,924
Net income		-		-			7,746			7,746
Payment of dividends on common stock ($0.32 per share)		-		-			(3,577	)		(3,577	)
Stock-based compensation		354		-			-			354
Changes in fair value of hedges, net of tax		-		(245	)		-			(245	)
Other		-		1			-			1
Balance at June 30, 2025	$	138,892	$	(54	)	$	439,365		$	578,203

	*For the Three Months Ended June 30, 2024*
			*Accumulated*
			*Other*
	*Common*		*Comprehensive*		*Retained*			*Total*
	*Stock*		*Income*		*Earnings*			*Equity*

Balance at March 31, 2024	$	137,063	$	-	$	425,922		$	562,985
Net income		-		-		7,660			7,660
Payment of dividends on common stock ($0.15 per share)		-		-		(1,670	)		(1,670	)
Stock-based compensation		478		-		-			478
Balance at June 30, 2024	$	137,541	$	-	$	431,912		$	569,453

	*For the Six Months Ended June 30, 2024*
			*Accumulated*
			*Other*
	*Common*		*Comprehensive*			*Retained*			*Total*
	*Stock*		*Income*			*Earnings*			*Equity*

Balance at December 31, 2023	$	136,541	$	41		$	418,896		$	555,478
Net income		-		-			16,357			16,357
Payment of dividends on common stock ($0.30 per share)		-		-			(3,341	)		(3,341	)
Stock-based compensation		1,000		-			-			1,000
Changes in fair value of hedges, net of tax		-		(41	)		-			(41	)
Balance at June 30, 2024	$	137,541	$	-		$	431,912		$	569,453

The accompanying notes are an integral part of these consolidated statements.

Table of Contents

Olympic Steel, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2025

1.	*Basis of Presentation*:

The accompanying consolidated financial statements have been prepared from the financial records of Olympic Steel, Inc. and its wholly-owned subsidiaries (collectively, Olympic or the Company), without audit and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to fairly state the results of the interim periods covered by this report. Year-to-date results are not necessarily indicative of 2025 annual results and these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. All intercompany transactions and balances have been eliminated in consolidation.

Olympic is a leading metals service center focused on the direct sale and value-added processing of carbon and coated steel, plate and coil products; stainless steel sheet, plate, bar and coil; aluminum sheet, plate and coil; pipe, tube bar, valves and fittings, tin plate and metal-intensive end-use products. The Company operates in three reportable segments: specialty metals flat products, carbon flat products, and tubular and pipe products. The specialty metals flat products segment and the carbon flat products segment are at times consolidated and referred to as the flat products segments. Certain of the flat products segments' assets and resources are shared by the specialty metals and carbon flat products segments, and both segments' products are stored in the shared facilities and, in some locations, processed on shared equipment. As such, total assets and capital expenditures are reported in the aggregate for the flat products segment. Due to the shared assets and resources, certain of the flat products segment expenses are allocated between the specialty metals flat products segment and the carbon flat products segment based upon an established allocation methodology. The specialty metals flat products segment sells and distributes processed aluminum and stainless flat-rolled sheet and coil products, flat bar products, prime tin mill products and fabricated parts. Through acquisitions, the specialty metals flat product segment has expanded its geographical footprint and enhanced its product offerings in stainless steel and aluminum plate, sheet, angles, rounds, flat bar, tubing and pipe, stainless steel bollards and water treatment systems. The carbon flat products segment sells and distributes large volumes of processed carbon and coated flat-rolled sheet, coil and plate products and fabricated parts. Through acquisitions, our carbon flat products segment has expanded its product offerings to include self-dumping metal hoppers, steel and stainless-steel dump inserts for pickup truck and service truck beds and venting, micro air and clean air products for residential, commercial and industrial applications. With the recent acquisition of Metal Works, LLC (MetalWorks) on November 11, 2024, the carbon flat products segment further expanded its product offerings to include the manufacture of service station canopies, deck clips, long gutters, trim and boat docks, as well as solar canopy and ground racking components. The tubular and pipe products segment distributes metal tubing, pipe, bar, valves and fittings and the fabrication of parts, tube and bar products, including round, square, rectangular and special shaped tubes supplied to various industrial markets. Each segments' products are primarily distributed through a direct sales force.

The Company operates from 54 strategically located sales offices and processing and distributions facilities in the United States and Monterrey, Mexico. Our geographic footprint allows us to focus on regional customer and larger national and multi-national accounts, primarily located through the midwestern, eastern and southern United States.

Corporate expenses are reported as a separate line item for segment reporting purposes. Corporate expenses include the unallocated expenses related to managing the entire Company (i.e., all three segments), including payroll expenses for certain personnel, expenses related to being a publicly traded entity such as board of directors' expenses, audit expenses, and various other professional fees.

Impact of Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, "Income Statement-Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses". The objective of the ASU is to enhance transparency into the nature and function of income statement expenses. The ASU requires that, on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation and amortization. The ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is in the process of evaluating the effect of the ASU on the related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The objective of the ASU is to improve the information a reporting entity provides to users of financial statements about the entity's operations and the effects of related tax risks and tax planning on the entity's tax rate and potential future cash flows. The ASU enhances disclosures regarding the rate reconciliation, income taxes paid and other items. The ASU is effective for annual periods beginning after December 15, 2024 for public business entities. The Company does not anticipate the adoption the ASU to have a material impact on the Consolidated Financial Statements and related disclosures.

Table of Contents

2.	*Revenue Recognition:*

The Company provides metals processing, distribution and delivery of large volumes of processed carbon, coated flat-rolled sheet, coil and plate products, aluminum, and stainless flat-rolled products, prime tin mill products, flat bar products, metal tubing, pipe, bar, valves, fittings, fabricated parts and metal-intensive end-use products. The Company's contracts with customers are comprised of purchase orders with standard terms and conditions. Occasionally, the Company may also have longer-term agreements with customers. Substantially all of the contracts with customers require the delivery of metals, which represent single performance obligations that are satisfied at a point in time upon transfer of control of the product to the customer.

Transfer of control is assessed based on the use of the product distributed and rights to payment for performance under the contract terms. Transfer of control and revenue recognition for substantially all of the Company’s sales occur upon shipment or delivery of the product, which is when title, ownership and risk of loss pass to the customer and is based on the applicable shipping terms. The shipping terms depend on the customer contract. An invoice for payment is issued at time of shipment and terms are generally net 30 days.

Within the metals industry, revenue is frequently disaggregated by products sold. The table below disaggregates the Company’s revenues by segment and products sold for the periods ended June 30, 2025 and 2024, respectively.

	*Disaggregated Revenue by Products Sold*
	*For the Three Months Ended June 30, 2025*
	*Specialty*
	*metals flat*			*Carbon flat*			*Tubular and*
	*products*			*products*			*pipe products*			*Total*
Specialty		27.1	%		-			-			27.1	%
Hot Rolled		-			32.5	%		-			32.5	%
Tube		-			-			16.0	%		16.0	%
Coated		-			13.4	%		-			13.4	%
Plate		-			5.4	%		-			5.4	%
Cold Rolled		-			4.6	%		-			4.6	%
Other		-			1.0	%		-			1.0	%
Total		27.1	%		56.9	%		16.0	%		100.0	%

	*Disaggregated Revenue by Products Sold*
	*For the Six Months Ended June 30, 2025*
	*Specialty*
	*metals flat*			*Carbon flat*			*Tubular and*
	*products*			*products*			*pipe products*			*Total*
Specialty		26.7	%		-			-			26.7	%
Hot Rolled		-			30.6	%		-			30.6	%
Tube		-			-			15.8	%		15.8	%
Coated		-			13.5	%		-			13.5	%
Plate		-			8.0	%		-			8.0	%
Cold Rolled		-			4.4	%		-			4.4	%
Other		-			1.0	%		-			1.0	%
Total		26.7	%		57.5	%		15.8	%		100.0	%

	*Disaggregated Revenue by Products Sold*
	*For the Three Months Ended June 30, 2024*
	*Specialty*
	*metals flat*			*Carbon flat*			*Tubular and*
	*products*			*products*			*pipe products*			*Total*
Specialty		24.9	%		-			-			24.9	%
Hot Rolled		-			29.4	%		-			29.4	%
Tube		-			-			16.7	%		16.7	%
Coated		-			12.1	%		-			12.1	%
Plate		-			11.9	%		-			11.9	%
Cold Rolled		-			4.3	%		-			4.3	%
Other		-			0.7	%		-			0.7	%
Total		24.9	%		58.4	%		16.7	%		100.0	%

	*Disaggregated Revenue by Products Sold*
	*For the Six Months Ended June 30, 2024*
	*Specialty*
	*metals flat*			*Carbon flat*			*Tubular and*
	*products*			*products*			*pipe products*			*Total*
Specialty		24.7	%		-			-			24.7	%
Hot Rolled		-			28.6	%		-			28.6	%
Tube		-			-			17.5	%		17.5	%
Coated		-			11.6	%		-			11.6	%
Plate		-			12.7	%		-			12.7	%
Cold Rolled		-			4.3	%		-			4.3	%
Other		-			0.6	%		-			0.6	%
Total		24.7	%		57.8	%		17.5	%		100.0	%

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3.	*Accounts Receivable*:

Accounts receivable are presented net of allowances for credit losses and unissued credits of $3.4 million and $3.7 million as of June 30, 2025 and December 31, 2024, respectively. The allowance for credit losses is maintained at a level considered appropriate based on historical experience, specific customer collection issues that have been identified, current market considerations and estimates for supportable forecasts when appropriate. Estimations are based upon a calculated percentage of accounts receivable, which remains fairly level from year to year, and judgments about the probable effects of economic conditions on certain customers, which can fluctuate significantly from year to year. The Company cannot guarantee that the rate of future credit losses will be similar to past experience. The Company considers all available information when assessing the adequacy of its allowance for credit losses and unissued credits.

4.	*Inventories:*

Inventories consisted of the following:

	*Inventory as of*
(in thousands)	*June 30, 2025*		*December 31, 2024*
Unprocessed	$	268,283	$	273,668
Processed and finished		99,741		116,958
Totals	$	368,024	$	390,626

The Company values certain of its tubular and pipe products inventory at the last-in, first-out (LIFO) method. As of June 30, 2025 and December 31, 2024, approximately $35.1 million, or 9.5% of consolidated inventory, and $31.3 million, or 8.0% of consolidated inventory, respectively, was reported under the LIFO method of accounting. The cost of the remainder of the tubular and pipe products inventory is determined using a weighted average rolling first-in, first-out (FIFO) method.

During the three and six months ended June 30, 2025, the Company recorded $0.8 million of LIFO expense. During the three and six months ended June 30, 2024, the Company recorded $1.0 million and $0.6 million of LIFO income, respectively.

If the FIFO method had been in use, inventories would have been $7.1 million higher than reported as of June 30, 2025 and $6.3 million higher than reported at December 31, 2024.

5.	*Goodwill and Intangible Assets:*

The Company's intangible assets were recorded in connection with its acquisitions of MetalWorks in 2024, Central Tube and Bar, Inc. and Metal-Fab, Inc. in 2023, Shaw Stainless & Alloy, Inc. in 2021, Action Stainless & Alloys, Inc. in 2020, EZ Dumper® hydraulic dump inserts and McCullough Industries in 2019, Berlin Metals, LLC in 2018 and Chicago Tube and Iron in 2011. The intangible assets were evaluated on the premise of highest and best use to a market participant, primarily utilizing the income approach valuation methodology.

Goodwill, by reportable unit, was as follows as of June 30, 2025 and December 31, 2024, respectively. The goodwill is deductible for tax purposes.

	Carbon Flat		Specialty Metals		Tubular and
(in thousands)	Products		Flat Products		Pipe Products		Total
Balance as of December 31, 2024	$	65,986	$	9,431	$	8,401	$	83,818
Acquisitions		-		-		-		-
Impairments		-		-		-		-
Balance as of June 30, 2025	$	65,986	$	9,431	$	8,401	$	83,818

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Intangible assets, net, consisted of the following as of June 30, 2025 and December 31, 2024, respectively:

	*As of June 30, 2025*
	Gross Carrying		Accumulated			Intangible
(in thousands)	Amount		Amortization			Assets, Net
Customer relationships - subject to amortization	$	84,459	$	(20,896	)	$	63,563
Covenant not to compete - subject to amortization		3,229		(1,407	)		1,822
Technology and know-how - subject to amortization		8,900		(1,280	)		7,620
Trade name - not subject to amortization		42,068		-			42,068
	$	138,656	$	(23,583	)	$	115,073

	*As of December 31, 2024*
	Gross Carrying		Accumulated			Intangible
(in thousands)	Amount		Amortization			Assets, Net
Customer relationships - subject to amortization	$	84,459	$	(18,513	)	$	65,946
Covenant not to compete - subject to amortization		3,229		(1,110	)		2,119
Technology and know-how - subject to amortization		8,900		(922	)		7,978
Trade name - not subject to amortization		42,068		-			42,068
	$	138,656	$	(20,545	)	$	118,111

The Company estimates that amortization expense for its intangible assets subject to amortization will be approximately $5.6 million per year for the next year, $5.1 million the following year and then $4.8 million, $4.7 million, $3.9 million and $3.9 million respectively, over the next four years.

6.	*Leases*:

The components of lease expense were as follows:

	*For the Three Months*				*For the Six Months*
	*Ended June 30,*				*Ended June 30,*
(in thousands)	*2025*		*2024*		*2025*		*2024*
Operating lease cost	$	2,386	$	2,152	$	4,731	$	4,549

Finance lease cost:
Amortization of right-of-use assets	$	215	$	308	$	435	$	592
Interest on lease liabilities		34		43		69		80
Total finance lease cost	$	249	$	351	$	504	$	672

Supplemental cash flow information related to leases was as follows:

	*For the Three Months*				*For the Six Months*
	*Ended June 30,*				*Ended June 30,*
(in thousands)	*2025*		*2024*		*2025*		*2024*
Cash paid for lease liabilities:
Operating cash flows from operating leases	$	2,283	$	2,122	$	4,519	$	4,509
Operating cash flows from finance leases		34		43		69		80
Financing cash flows from finance leases		218		314		443		603
Total cash paid for lease liabilities	$	2,535	$	2,479	$	5,031	$	5,192

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Supplemental balance sheet information related to leases was as follows:

	*June 30,*			*December 31,*
(in thousands)	*2025*			*2024*
Operating Leases
Operating lease	$	59,542		$	54,337
Operating lease accumulated amortization		(18,702	)		(17,401	)
Operating lease right-of-use asset, net		40,840			36,936

Operating lease current liabilities		6,629			5,865
Operating lease liabilities		35,297			31,945
Total operating lease liabilities	$	41,926		$	37,810

Finance Leases
Finance lease		4,456			4,812
Finance lease accumulated depreciation		(2,338	)		(2,354	)
Finance lease, net		2,118			2,458

Finance lease current liabilities		751			853
Finance lease liabilities		1,454			1,697
Total finance lease liabilities	$	2,205		$	2,550

Weighted Average Remaining Lease Term
Operating leases (in years)		9			9
Finance leases (in years)		3			4

Weighted Average Discount Rate
Operating leases		6.11	%		5.76	%
Finance leases		5.97	%		5.89	%

Maturities of lease liabilities were as follows:

	Operating			Finance
(in thousands)	Leases			Leases
Year Ending December 31,
2025	$	4,565		$	473
2026		8,760			736
2027		7,422			623
2028		5,860			454
2029		4,756			124
Thereafter		25,481			13
Total future minimum lease payments	$	56,844		$	2,423
Less remaining imputed interest		(14,918	)		(218	)
Total	$	41,926		$	2,205

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7.	*Debt*:

The Company’s debt is comprised of the following components:

	*As of*
	*June 30,*		*December 31,*
(in thousands)	*2025*		*2024*
Asset-based revolving credit facility due April 17, 2030	$	233,198	$	272,456
Total debt	$	233,198	$	272,456

On April 17, 2025, the Company entered into a Ninth Amendment to Third Amended and Restated Loan and Security Agreement, which extended the maturity date of its asset-based credit facility (the ABL Credit Facility) to April 17, 2030. The amendment also reset the Machinery and Equipment and Real Estate advanced rates. The Company's ABL Credit Facility is collateralized by the Company's accounts receivable, inventory, personal property and certain real estate. The $625 million ABL Credit Facility consists of: (i) a revolving credit facility of up to $595 million, including a $20 million sub-limit for letters of credit, and (ii) a first in, last out revolving credit facility of up to $30 million. Under the terms of the ABL Credit Facility, the Company may, subject to the satisfaction of certain conditions, request additional commitments under the revolving credit facility in the aggregate principal amount of up to $200 million to the extent that existing or new lenders agree to provide such additional commitments. The ABL Credit Facility matures on April 17, 2030.

The ABL Credit Facility contains customary representations and warranties and certain covenants that limit the ability of the Company to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt; (iii) make investments; (iv) sell assets; (v) enter into agreements that restrict distributions or other payments from restricted subsidiaries to the Company; (vi) incur liens securing indebtedness; (vii) consolidate, merge or transfer all or substantially all of the Company’s assets; and (viii) engage in transactions with affiliates. In addition, the ABL Credit Facility contains a financial covenant which requires if any commitments or obligations are outstanding and the Company’s availability is less than the greater of $30 million or 10.0% of the aggregate amount of revolver commitments ($62.5 million at June 30, 2025) or 10.0% of the aggregate borrowing base ($54.3 million at June 30, 2025), then the Company must maintain a ratio of Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00 for the most recent twelve fiscal month period.

As of June 30, 2025, the Company was in compliance with its covenants and had approximately $305 million of availability under the ABL Credit Facility.

The Company has the option to borrow under its revolving credit facility based on the agent’s base rate plus a premium ranging from 0.00% to 0.25% or the Secured Overnight Financing Rate (SOFR) plus a premium ranging from 1.25% to 2.75%.

On August 15, 2024, the Company entered into a two-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding SOFR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 3.82%. Although the Company is exposed to credit loss in the event of nonperformance by the other party to the interest rate hedge agreement, the Company anticipates performance by the counterparty.

As of June 30, 2025 and December 31, 2024, $2.0 million and $1.1 million, respectively, of bank financing fees were included in “Prepaid expenses and other” and “Other long-term assets” on the accompanying Consolidated Balance Sheets. The financing fees are being amortized over the five-year term of the ABL Credit Facility and are included in “Interest and other expense on debt” on the accompanying Consolidated Statements of Comprehensive Income.

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8.	*Derivative Instruments*:

Metals swaps and embedded customer derivatives

During 2025 and 2024, the Company entered into nickel swaps indexed to the London Metal Exchange price of nickel with third-party brokers. The nickel swaps are accounted for as derivatives for accounting purposes. The Company entered into them to mitigate its customers’ risk of volatility in the price of metals. The outstanding nickel swaps mature between the third quarter of 2025 and the fourth quarter of 2025. The swaps are settled with the brokers at maturity. The economic benefit or loss arising from the changes in fair value of the swaps is contractually passed through to the customer. The primary risk associated with the metals swaps is the ability of customers or third-party brokers to honor their agreements with the Company related to derivative instruments. If the customer or third-party brokers are unable to honor their agreements, the Company’s risk of loss is the fair value of the metals swaps.

These derivatives have not been designated as hedging instruments. The periodic changes in fair value of the metals and embedded customer derivative instruments are included in “Cost of materials sold” in the Consolidated Statements of Comprehensive Income. The Company recognizes derivative positions with both the customer and the third party for the derivatives and classifies cash settlement amounts associated with them as part of “Cost of materials sold” in the Consolidated Statements of Comprehensive Income. The cumulative change in fair value of the metals swaps that had not yet settled as of June 30, 2025, are included in “Other accrued liabilities” and the embedded customer derivatives are included in “Accounts receivable, net” on the Consolidated Balance Sheets as of June 30, 2025.

Fixed rate interest rate hedge

On August 15, 2024, the Company entered into a two-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding SOFR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 3.82%. The interest rate hedge is included in "Other long-term liabilities" on the Consolidated Balance Sheets as of June 30, 2025. Although the Company is exposed to credit loss in the event of nonperformance by the other party to the interest rate hedge agreement, the Company anticipates performance by the counterparty.

The table below shows the total impact to the Company’s Consolidated Statements of Comprehensive Income through pre-tax income of the derivatives for the three and six months ended June 30, 2025 and 2024, respectively.

	*Net Gain (Loss) Recognized*
	*For the Three Months*						*For the Six Months*
	*Ended June 30,*						*Ended June 30,*
(in thousands)	*2025*			*2024*			*2025*			*2024*
Fixed interest rate hedge	$	95		$	-		$	190		$	55
Metals swaps		(185	)		223			(111	)		224
Embedded customer derivatives		185			(223	)		111			(224	)
Total gain	$	95		$	-		$	190		$	55

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9.	*Fair Value of Assets and Liabilities*:

During the six months ended June 30, 2025, there were no transfers of financial assets between Levels 1, 2 or 3 fair value measurements. There have been no changes in the methodologies used as of June 30, 2025 since December 31, 2024.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company:

	*Value of Items Recorded at Fair Value*
	*As of June 30, 2025*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Total*
Assets:
Metal swaps	$	-	$	2,127	$	-	$	2,127
Embedded customer derivative		-		153		-		153
Supplemental executive retirement plan		16,558		-		-		16,558
Total assets at fair value	$	16,558	$	2,280	$	-	$	18,838

Liabilities:
Metal swaps	$	-	$	2,281	$	-	$	2,281
Fixed Interest rate hedge		-		72		-		72
Total liabilities recorded at fair value	$	-	$	2,353	$	-	$	2,353

	*Value of Items Recorded at Fair Value*
	*As of December 31, 2024*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Total*
Assets:
Metal swaps	$	-	$	3,055	$	-	$	3,055
Embedded customer derivative		-		402		-		402
Fixed interest rate hedge		-		254		-		254
Supplemental executive retirement plan		15,061		-		-		15,061
Total assets at fair value	$	15,061	$	3,711	$	-	$	18,772

Liabilities:
Metal swaps	$	-	$	3,457	$	-	$	3,457
Total liabilities at fair value	$	-	$	3,457	$	-	$	3,457

The value of the items not recorded at fair value represent the carrying value of the liabilities.

The carrying value of the ABL Credit Facility was $233.2 million and $272.5 million at June 30, 2025 and December 31, 2024, respectively. Management believes that the ABL Credit Facility’s carrying value approximates its fair value due to its recent refinancing and the variable interest rate on the ABL Credit Facility.

10.

Accumulated Other Comprehensive Income:

On August 15, 2024, the Company entered into a two-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding SOFR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 3.82%. The fair value of the interest rate hedge of $72.3 thousand, net of tax of $18.1 thousand, is included in "Accumulated other comprehensive income" on the Consolidated Balance Sheets at June 30, 2025.

11.

Equity Plans:

Restricted Shares, Restricted Stock Units and Performance Stock Units

Pursuant to the Amended and Restated Olympic Steel 2007 Omnibus Incentive Plan (the Incentive Plan), the Company may grant stock options, stock appreciation rights, restricted shares (RS), restricted share units (RSU), performance shares, and other stock- and cash-based awards to employees and directors of, and consultants to, the Company and its affiliates. Since adoption of the Incentive Plan, 1,400,000 shares of common stock have been authorized for equity grants. On an annual basis, the compensation committee of the Company’s Board of Directors (the Committee) awards RSs or RSUs to each non-employee director as part of their annual compensation.

The annual award for 2025 per director was $110,000 of RSs. Subject to the terms of the Incentive Plan and the RS agreement, one-third of the RSs vest on each December 31, 2025, December 31, 2026 and December 31, 2027. The grantee will not be entitled to vote on the RSs or receive dividends with respect to RSs until they vest. The annual award for 2024 per director was $110,000 of RSs. Subject to the terms of the Incentive Plan and the RS agreement, one-third of the RSs vest on each December 31, 2024, December 31, 2025 and December 31, 2026.

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In January 2022, the Company adopted a new C-Suite Long-Term Incentive Plan (the C-Suite Plan) that operates under the Senior Manager Stock Incentive Plan. Under the C-Suite Plan, the Chief Executive Officer, the Chief Financial Officer and the President and Chief Operating Officer are eligible for participation. In each calendar year, the Committee may award eligible participants a long-term incentive of both a RSU grant and a performance stock units (PSU) grant. Additionally, the Committee may offer a long-term cash incentive (split equally between service and performance-based portions) to supplement both the RSU and PSU grants in order to arrive at the total long-term award target. For 2025 and 2024, the total long-term award target is $1.1 million for the Chief Executive Officer, $0.5 million for the Chief Financial Officer and $0.8 million for the President and Chief Operating Officer. The PSUs will vest if the return on net assets, calculated as EBITDA divided by Average Accounts Receivable, Inventory and Property and Equipment, exceeds 5 percent. Each RSU and service-based cash incentive vests three years after the grant date. Each vested RSU will convert into the right to receive one share of common stock. During 2025, a total of 20,000 RSUs and 20,000 PSUs were granted to the participants under the C-Suite Plan, and $531,300 and $531,300, respectively, were granted in service-based and performance-based cash awards. During 2024, a total of 17,243 RSUs and 17,243 PSUs were granted to the participants under the C-Suite Plan, and $37,400 and $37,400, respectively, were granted in service-based and performance-based cash awards. If the return on net assets falls below 5 percent, no performance-based incentive will be awarded. The maximum performance-based award is achieved if return on net assets exceeds ten percent, and is capped at 150% of the grant.

Stock-based compensation expense recognized on RSUs for the three and six months ended June 30, 2025 and 2024, respectively, is summarized in the following table:

	*For the Three Months Ended*				*For the Six Months Ended*
	*June 30,*				*June 30,*
(in thousands, except per share data)	*2025*		*2024*		*2025*		*2024*
RS and RSU expense before taxes	$	606	$	521	$	1,152	$	1,000
RS and RSU expense after taxes	$	429	$	373	$	813	$	724

All pre-tax charges related to RSs and RSUs were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income.

The following table summarizes the activity related to RSs for the six months ended June 30, 2025 and 2024, respectively:

	*As of June 30, 2025*					*As of June 30, 2024*
	*Number of*			*Weighted Average*		*Number of*		*Weighted Average*
	*Shares*			*Granted Price*		*Shares*		*Granted Price*
Outstanding at December 31		6,702		$	65.65		-	$	-
Granted		21,336			30.93		10,050		65.65
Converted into shares		(4,673	)		39.23		-		-
Outstanding at June 30		23,365		$	39.23		10,050	$	65.65
Vested at June 30		-		$	-		-	$	-

The following table summarizes the activity related to RSUs for the six months ended June 30, 2025 and 2024, respectively:

	*As of June 30, 2025*					*As of June 30, 2024*
	*Number of*			*Weighted Average*		*Number of*			*Weighted Average*
	*Shares*			*Granted Price*		*Shares*			*Granted Price*
Outstanding at December 31		691,241		$	22.61		662,103		$	20.28
Granted		40,000			32.81		34,486			66.70
Converted into shares		(70,244	)		22.21		-			-
Forfeited		(274	)		13.29		(2,570	)		16.99
Outstanding at June 30		660,723		$	23.28		694,019		$	22.60
Vested at June 30		546,237		$	19.08		529,725		$	20.10

12.

Income Taxes:

For the three months ended June 30, 2025, the Company recorded an income tax provision of $2.2 million, or 29.1%, compared to an income tax provision of $3.0 million, or 28.4%, for the three months ended June 30, 2024. For the six months ended June 30, 2025, the Company recorded an income tax provision of $3.2 million, or 29.5%, compared to an income tax provision of $6.2 million, or 27.6%, for the six months ended June 30, 2024.

The tax provision for the interim period is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company makes a cumulative adjustment.

The quarterly tax provision and the quarterly estimate of the annual effective tax rate is subject to significant volatility due to several factors, including variability in accurately predicting the Company’s pre-tax and taxable income and the mix of jurisdictions to which they relate, changes in law and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, the effective tax rate can be more or less volatile based on the amount of pre-tax income. For example, the impact of discrete items and non-deductible expenses on the effective tax rate is greater when pre-tax income is lower.

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13.

Shares Outstanding and Earnings Per Share:

Earnings per share have been calculated based on the weighted average number of shares outstanding as set forth below:

	*For the Three Months Ended*				*For the Six Months Ended*
	*June 30,*				*June 30,*
(in thousands, except per share data)	*2025*		*2024*		*2025*		*2024*
Weighted average basic shares outstanding		11,742		11,662		11,736		11,663
Assumed exercise of stock options and issuance of stock awards		22		-		23		-
Weighted average diluted shares outstanding		11,764		11,662		11,759		11,663
Net income	$	5,237	$	7,660	$	7,746	$	16,357
Basic earnings per share	$	0.45	$	0.66	$	0.66	$	1.40
Diluted earnings per share	$	0.45	$	0.66	$	0.66	$	1.40
Unvested RSs and RSUs		138		164		138		164

14.

Stock Repurchase Program:

On October 2, 2015, the Company announced that its Board of Directors authorized a stock repurchase program of up to 550,000 shares of the Company’s issued and outstanding common stock, which could include open market repurchases, negotiated block transactions, accelerated stock repurchases or open market solicitations for shares, all or some of which may be effected through Rule 10b5-1 plans. Any of the repurchased shares are held in the Company’s treasury, or canceled and retired as the Board may determine from time to time. Any repurchases of common stock are subject to the covenants contained in the ABL Credit Facility. Under the ABL Credit Facility, the Company may repurchase common stock and pay dividends up to $15 million in the aggregate during any trailing twelve months without restrictions. Purchases of common stock or dividend payments in excess of $15 million in the aggregate require the Company to (i) maintain availability in excess of 20.0% of the aggregate revolver commitments ($125.0 million at June 30, 2025) or (ii) to maintain availability equal to or greater than 15.0% of the aggregate revolver commitments ($93.8 million at June 30, 2025) and the Company must maintain a pro-forma ratio of EBITDA minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00.

There were no shares repurchased during the three and six months ended June 30, 2025 and 2024. As of June 30, 2025, 360,212 shares remain authorized for repurchase under the program.

15.

Segment Information:

The Company follows the accounting guidance that requires the utilization of a "management approach" to define and report the financial results of reporting segments. The management approach defines operating segments along the lines used by the Company's chief operating decision maker (CODM) to assess performance and make operating and resource allocation decisions. The Company's Chief Executive Officer serves as the CODM and evaluates performance and allocates resources based on segment operating income. The CODM uses operating income to evaluate the income generated and overall profitability created from segment assets. These financial metrics are used to make key operating decisions, such as the determination of how capital spending is deployed between organic growth, automation and defensive projects and investment through acquisition.

The Company operates in three reportable segments; specialty metals flat products, carbon flat products, and tubular and pipe products. The specialty metals flat products segment and the carbon flat products segment are at times consolidated and referred to as the flat products segment, as certain of the flat products segments' assets and resources are shared by the specialty metals and carbon flat products segments and both segments' products are stored in the shared facilities and, in some locations, processed on shared equipment. The reportable segments are defined based on the products they sell as each segment requires unique purchasing and marketing strategies. In addition, capital equipment requirements differ between segments.

The Company uses segment operating income as the measure of segment income or loss. The Company believes that segment operating income is most reflective of the operational profitability or loss of its reportable segments.

Segment operating income excludes certain Corporate expenses. These Corporate expenses include the unallocated expenses related to managing the entire Company (i.e., all three segments), including the compensation for certain personnel, expenses related to being a publicly traded entity such as board of directors' expenses, audit expenses, and various other professional fees.

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The following tables provide financial information frequently shared with our CODM for the Company's reportable segments for the three and six months ended June 30, 2025 and 2024, respectively.

	*For the Three Months Ended June 30, 2025*
	*Specialty metals flat products*		*Carbon flat products*		*Tubular and pipe products*		*Other*			*Total*
(in thousands)
Net sales	$	134,706	$	282,543	$	79,234	$	-		$	496,483
Cost of materials sold		110,761		209,612		54,306		-			374,679
Operating expenses		18,063		60,386		18,974		4,793			102,216
Depreciation		750		4,066		1,725		18			6,559
Amortization		206		1,086		364		-			1,656
Operating income	$	4,926	$	7,393	$	3,865	$	(4,811	)	$	11,373
Other loss, net											27
Interest and other expense on debt											3,956
Income before income taxes										$	7,390

	*For the Six Months Ended June 30, 2025*
	*Specialty metals flat products*		*Carbon flat products*		*Tubular and pipe products*		*Other*			*Total*
(in thousands)
Net sales	$	264,244	$	568,783	$	156,397	$	-		$	989,424
Cost of materials sold		219,561		424,951		104,667		-			749,179
Operating expenses		35,218		120,372		39,394		9,583			204,567
Depreciation		1,486		8,074		3,446		35			13,041
Amortization		423		2,168		880		-			3,471
Operating income	$	7,556	$	13,218	$	8,010	$	(9,618	)	$	19,166
Other loss, net											48
Interest and other expense on debt											8,138
Income before income taxes										$	10,980

	*For the Three Months Ended June 30, 2024*
	*Specialty metals flat products*		*Carbon flat products*		*Tubular and pipe products*		*Other*			*Total*
(in thousands)
Net sales	$	130,873	$	307,755	$	87,622	$	-		$	526,250
Cost of materials sold		104,944		243,996		57,607		-			406,547
Operating expenses		17,151		54,286		21,350		4,579			97,366
Depreciation		662		3,470		1,689		18			5,839
Amortization		267		642		479		-			1,388
Operating income	$	7,849	$	5,361	$	6,497	$	(4,597	)	$	15,110
Other loss, net											21
Interest and other expense on debt											4,393
Income before income taxes										$	10,696

	*For the Six Months Ended June 30, 2024*
	*Specialty metals flat products*		*Carbon flat products*		*Tubular and pipe products*		*Other*			*Total*
(in thousands)
Net sales	$	260,407	$	608,730	$	183,755	$	-		$	1,052,892
Cost of materials sold		212,534		479,611		121,940		-			814,085
Operating expenses		34,176		106,908		43,275		8,839			193,198
Depreciation		1,384		6,911		3,515		35			11,845
Amortization		533		1,282		901		-			2,716
Operating income	$	11,780	$	14,018	$	14,124	$	(8,874	)	$	31,048
Other loss, net											40
Interest and other expense on debt											8,403
Income before income taxes										$	22,605

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	*For the Six Months Ended*
	*June 30,*
(in thousands)	*2025*		*2024*
Capital expenditures
Flat products segments	$	16,883	$	10,159
Tubular and pipe products		634		3,082
Total capital expenditures	$	17,517	$	13,241

	*As of*
	*June 30,*		*December 31,*
(in thousands)	*2025*		*2024*
Assets
Flat products segments	$	716,785	$	695,880
Tubular and pipe products		357,115		347,469
Corporate		1,010		1,147
Total assets	$	1,074,910	$	1,044,496

There were no material revenue transactions between the specialty metals flat products, carbon flat products and tubular and pipe products segments.

The Company sells certain products internationally, primarily in Canada and Mexico. International sales are immaterial to the consolidated financial results and to the individual segments’ results.

16.

Subsequent Event:

On July 4, 2025, the One Big Beautiful Bill Act (the OBBBA) was enacted in the U.S. The OBBBA includes the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business deductions. The legislation has multiple effective dates, with certain provisions effective in 2025. The Company is currently assessing its impact on our consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and accompanying notes contained herein and our consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2024. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under Item 1A (Risk Factors) in our Annual Report on Form 10-K for the year ended December 31, 2024, and in Part II, Item 1A (Risk Factors) in this Quarterly Report on Form 10-Q. The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, which appear elsewhere in this Quarterly Report on Form 10-Q.

Forward-Looking Information

This Quarterly Report on Form 10-Q and other documents we file with the Securities and Exchange Commission, or SEC, contain various forward-looking statements that are based on current expectations, estimates, forecasts and projections about our future performance, business, our beliefs and management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, conferences, webcasts, phone calls and conference calls. Words such as “may,” “will,” “anticipate,” “should,” “intend,” “expect,” “believe,” “estimate,” “project,” “plan,” “potential,” and “continue,” as well as the negative of these terms or similar expressions are intended to identify forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those implied by such statements including, but not limited to:

	●	the levels of imported steel in the United States, imposed tariffs and duties on imported and exported steel or other products, U.S. trade policy and its impact on the U.S. manufacturing industry, including retaliatory actions by other countries;
	●	supply disruptions and inflationary pressures, including the availability and rising costs of transportation, energy, logistical services and labor;
	●	general and global business, economic, financial and political conditions, including, but not limited to, recessionary conditions and legislation passed under the current administration, including the impact of the enactment of the One Big Beautiful Bill Act, or the OBBBA, on July 4, 2025;
	●	risks associated with shortages of skilled labor, increased labor costs and our ability to attract and retain qualified personnel;
	●	risks of volatile metals prices and inventory devaluation;
	●	rising interest rates and their impacts on our variable interest rate debt;
	●	supplier consolidation or addition of new capacity;
	●	risks associated with economic sanctions, and current global conflicts, or additional war, military conflict, or hostilities could adversely affect global metals supply and pricing;
	●	reduced production schedules, layoffs or work stoppages by our own, our suppliers’ or customers’ personnel;

	●	our ability to successfully integrate recent acquisitions, including Central Tube and Bar, Inc., or CTB, Metal-Fab, Inc., or Metal-Fab and Metal Works, LLC, or MetalWorks, into our business and risks inherent with the acquisitions in the achievement of expected results, including whether the acquisition will be accretive and within the expected timeframe;
	●	the adequacy of our existing information technology and business system software, including duplication and security processes;
	●	the inflation or deflation existing within the metals industry, as well as product mix and inventory levels on hand, which can impact our cost of materials sold as a result of the fluctuations in the last-in, first-out, or LIFO, inventory valuation;
	●	competitive factors such as the availability, and global pricing of metals and production levels, industry shipping and inventory levels and rapid fluctuations in customer demand and metals pricing;
	●	fluctuations in the value of the U.S. dollar and the related impact on foreign steel pricing, U.S. exports, and foreign imports to the United States;
	●	risks associated with infectious disease outbreaks, including, but not limited to customer closures, reduced sales and profit levels, slower payment of accounts receivable and potential increases in uncollectible accounts receivable, falling metals prices that could lead to lower of cost or net realizable value inventory adjustments and the impairment of intangible and long-lived assets, negative impacts on our liquidity position, inability to access our traditional financing sources and increased costs associated with and less ability to access funds under our asset-based credit facility, or ABL Credit Facility, and the capital markets;
	●	increased customer demand without corresponding increase in metal supply could lead to an inability to meet customer demand and result in lower sales and profits;
	●	cyclicality and volatility within the metals industry;
	●	customer, supplier and competitor consolidation, bankruptcy or insolvency;
	●	the timing and outcomes of inventory lower of cost or net realizable value adjustments and LIFO income or expense;
	●	reduced availability and productivity of our employees, increased operational risks as a result of remote work arrangements, including the potential effects on internal controls, as well as cybersecurity risks and increased vulnerability to security breaches, information technology disruptions and other similar events;
	●	the successes of our efforts and initiatives to improve working capital turnover and cash flows, and achieve cost savings;

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●

risks and uncertainties associated with intangible assets, including impairment charges related to indefinite lived intangible assets;

	●	our ability to generate free cash flow through operations and repay debt;
	●	the impacts of union organizing activities and the success of union contract renewals;

●

the amounts, successes and our ability to continue our capital investments and strategic growth initiatives, including acquisitions and our business information system implementations;

●

events or circumstances that could adversely impact the successful operation of our processing equipment and operations;

●

changes in laws or regulations or the manner of their interpretation or enforcement could impact our financial performance and restrict our ability to operate our business or execute our strategies;

●

events or circumstances that could impair or adversely impact the carrying value of any of our assets;

●

our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends;

●

our ability to repurchase shares of our common stock and the amounts and timing of repurchases, if any; and

●

unanticipated developments that could occur with respect to contingencies such as litigation, arbitration and environmental matters, including any developments that would require any increase in our costs for such contingencies.

Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, intended, expected, believed, estimated, projected or planned. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to republish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date hereof, except as otherwise required by law.

Overview

We are a leading metals service center focused on the direct sale and value-added processing of carbon and coated sheet, plate and coil products; stainless steel sheet, plate, bar and coil; aluminum sheet, plate and coil; pipe, tube bar, valves and fittings, tin plate and metal-intensive end-use products. We provide metals processing and distribution services for a wide range of customers. We operate in three reportable segments: specialty metals flat products, carbon flat products, and tubular and pipe products. Our specialty metals flat products segment's focus is on the direct sale and distribution of processed aluminum and stainless flat-rolled sheet and coil products, flat bar products, prime tin mill products and fabricated parts. Through acquisitions, our specialty metals flat products segment has expanded its geographical footprint and enhanced its product offerings in stainless steel and aluminum plate, sheet, angles, rounds, flat bar, tube and pipe and the manufacturing and distribution of stainless steel bollards and water treatment systems. Our carbon flat products segment's focus is on the direct sale and distribution of large volumes of processed carbon and coated flat-rolled sheet, coil and plate products and fabricated parts. Through acquisitions, our carbon flat products segment has expanded its product offerings to include self-dumping metal hoppers and steel and stainless-steel dump inserts for pickup truck and service beds and venting, micro air and clean air products for residential, commercial and industrial applications. Through the acquisition of MetalWorks on November 11, 2024, the carbon flat products segment further expanded its product offerings to include the manufacturing of service station canopies, deck clips, long gutters, trim, boat docks and solar canopy and ground racking components. Our tubular and pipe products segment's focus is on the distribution of metal tubing, pipe, bar, valves and fittings and the fabrication of parts supplied to various industrial markets. We also perform toll processing of customer-owned metals. We sell certain products internationally, primarily in Canada and Mexico. International sales are immaterial to our consolidated financial results and to the individual segments' results.

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Our results of operations are affected by numerous external factors including, but not limited to: metals pricing, demand and availability; the availability, and increased costs of labor; global supply, the level of metals imported into the United States, tariffs, and inventory held in the supply chain; general and global business, economic, financial, banking and political conditions; competition; layoffs or work stoppages by our own, our suppliers’ or our customers’ personnel; fluctuations in the value of the U.S. dollar to foreign currencies; transportation and energy costs; pricing and availability of raw materials used in the production of metals and customers’ ability to manage their credit line availability. The metals industry also continues to be affected by the addition of new capacity and the global consolidation of our suppliers, competitors and end-use customers, and tariffs.

Like other metals service centers, we maintain substantial inventories of metals to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals, primarily from domestic mills in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon customer forecasts, historic buying practices, supply agreements with customers and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders. From time to time, we have entered into pass-through nickel swaps at the request of our customers in order to mitigate our customers’ risk of volatility in the price of metals. We have no long-term, fixed-price metals purchase contracts. When metals prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profits and earnings as we use existing metals inventory. When metals prices increase, competitive conditions will influence how much of the price increase we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, the net sales and gross profits of our business could be adversely affected.

At June 30, 2025, we employed approximately 2,228 people. Approximately 231 of the hourly plant personnel at the facilities listed below are represented by seven separate collective bargaining units. The table below shows the expiration dates of the collective bargaining agreements.

Facility	Expiration date
Minneapolis (coil), Minnesota	September 30, 2025
Indianapolis, Indiana	January 29, 2026
Minneapolis (plate), Minnesota	March 31, 2027
St. Paul, Minnesota	May 25, 2028
Locust, North Carolina	March 4, 2029
Hammond, Indiana	November 30, 2029
Romeoville, Illinois	May 31, 2030

We have never experienced a work stoppage and we believe that our relationship with employees is good. However, any prolonged work stoppages by our personnel represented by collective bargaining units could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Reportable Segments

We operate in three reportable segments: specialty metals flat products, carbon flat products and tubular and pipe products. The specialty metals flat products segment and the carbon flat products segment are at times consolidated and referred to as the flat products segment. Some of the flat products segments’ assets and resources are shared by the specialty metals and carbon flat products segments and both segments’ products are stored in the shared facilities and, in some locations, processed on shared equipment. As such, total assets and capital expenditures are reported in the aggregate for the flat products segments. Due to the shared assets and resources, certain of the flat products segment expenses are allocated between the specialty metals flat products segment and the carbon flat products segment based upon an established allocation methodology.

We follow the accounting guidance that requires the utilization of a “management approach” to define and report the financial results of operating segments. The management approach defines operating segments along the lines used by the chief operating decision maker, or CODM, to assess performance and make operating and resource allocation decisions. Our CODM, who is our Chief Executive Officer, evaluates performance and allocates resources based primarily on operating income. Our operating segments are based primarily on internal management reporting.

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Due to the nature of the products sold in each segment, there are significant differences in the segments’ average selling price and the cost of materials sold. The specialty metals flat products segment generally has the highest average selling price among the three segments followed by the tubular and pipe products segment and carbon flat products segment. Due to the nature of the tubular and pipe products, we do not report tons sold or per ton information. Gross profit per ton is generally higher in the specialty metals flat products segment than the carbon flat products segment. Gross profit as a percentage of net sales is generally higher in the tubular and pipe products and specialty metals flat products segments than the carbon flat products segment. Due to the differences in average selling prices, gross profit and gross profit percentage among the segments, a change in the mix of sales could impact total net sales, gross profit, and gross profit percentage. In addition, certain inventory in the tubular and pipe products segment is valued under the LIFO method. Adjustments to the LIFO inventory value are recorded to cost of materials sold and may impact the gross margin and gross margin percentage at the consolidated Company and tubular and pipe products segment levels.

Specialty metals flat products

The primary focus of our specialty metals flat products segment is on the direct sale and distribution of processed aluminum and stainless flat-rolled sheet and coil products, flat bar products, prime tin mill products and fabricated parts. Through acquisitions, our specialty metals flat products segment has expanded its geographical footprint and enhanced its product offerings in stainless steel and aluminum plate, sheet, angles, rounds, flat bar, tube and pipe and the manufacturing and distribution of stainless steel bollards and water treatment systems. We act as an intermediary between metals producers and manufacturers that require processed metals for their operations. We serve customers in various industries, including manufacturers of food service and commercial appliances, agriculture equipment, transportation and automotive equipment. We distribute these products primarily through a direct sales force.

Carbon flat products

The primary focus of our carbon flat products segment is on the direct sale and distribution of large volumes of processed carbon and coated flat-rolled sheet, coil and plate products and fabricated parts. Through acquisitions, our carbon flat products segment has expanded its product offerings to include self-dumping hoppers and steel and stainless-steel dump inserts for pickup truck and service truck beds and venting, micro air and clean air products for residential, commercial and industrial applications. Through the acquisition of MetalWorks, the carbon flat products segment further expanded its product offerings to include the manufacturing of service station canopies, deck clips, long gutters, trim, boat docks and solar canopy and ground racking components. We act as an intermediary between metals producers and manufacturers that require processed metals for their operations. We serve customers in most metals consuming industries, including manufacturers and fabricators of transportation and material handling equipment, construction and farm machinery, storage tanks, environmental and energy generation equipment, automobiles, military vehicles and equipment, as well as general and plate fabricators and metals service centers. We distribute these products primarily through a direct sales force.

Many of our facilities service both the carbon and the specialty metals flat products segments, and certain assets and resources are shared by the segments. Our geographic footprint allows us to focus on regional customers and larger national and multi-national accounts, primarily located throughout the midwestern, eastern and southern United States.

Tubular and pipe products

The primary focus of our tubular and pipe products segment is on the distribution of metal tubing, pipe, bar, valve and fittings and the fabrication of pressure parts supplied to various industrial markets. The tubular and pipe products segment distributes its products primarily through a direct sales force.

Corporate expenses

Corporate expenses are reported as a separate line item for segment reporting purposes. Corporate expenses include the unallocated expenses related to managing the entire Company (i.e., all three segments), including compensation for certain personnel, expenses related to being a publicly traded entity such as board of directors’ expenses, audit expenses, and various other professional fees.

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Results of Operations

Our results of operations are impacted by the market price of metals. Metals prices fluctuate significantly and changes to our net sales, cost of materials sold, gross profit, cost of inventory and profitability, are all impacted by industry metals pricing.

Metals prices in our specialty metals products segment decreased during 2025 compared to 2024, due to decreases in metals surcharges experienced during 2025. The price of grade 304 stainless steel surcharges decreased by 4.4% between December 2024 and June 2025. Metals index pricing for our carbon flat products segment slightly decreased during the second quarter of 2025 by $31 per ton, or 3.3%, and increased during the first six months of 2025 by $209 per ton, or 30.2%. In addition, metals index prices were 12.4% higher in the second quarter of 2025 compared to the second quarter of 2024. Metals pricing for the tubular and pipe products segment lags behind the carbon flat products segment by several months.

Transactional or “spot” selling prices generally move in tandem with market price changes, while fixed selling prices typically lag and reset quarterly. Similarly, inventory costs (and, therefore, cost of materials sold) tend to move slower than market selling price changes due to mill lead times and inventory turnover impacting the rate of change in average cost. When average selling prices decrease, and net sales decrease, gross profit and operating expenses as a percentage of net sales will generally increase.

Consolidated Operations

The following table presents consolidated operating results for the periods indicated (dollars are shown in thousands):

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2025				2024				2025				2024
			% of net				% of net				% of net				% of net
	$		sales		$		sales		$		sales		$		sales
Net sales	$	496,483		100.0	$	526,250		100.0	$	989,424		100.0	$	1,052,892		100.0
Cost of materials sold (a)		374,679		75.5		406,547		77.3		749,179		75.7		814,085		77.3
Gross profit (b)		121,804		24.5		119,703		22.7		240,245		24.3		238,807		22.7
Operating expenses (c)		110,431		22.2		104,593		19.9		221,079		22.4		207,759		19.7
Operating income		11,373		2.3		15,110		2.8		19,166		1.9		31,048		3.0
Other loss, net		27		0.0		21		0.0		48		0.0		40		0.0
Interest and other expense on debt		3,956		0.8		4,393		0.8		8,138		0.8		8,403		0.8
Income before income taxes		7,390		1.5		10,696		2.0		10,980		1.1		22,605		2.2
Income taxes		2,153		0.4		3,036		0.5		3,234		0.3		6,248		0.6
Net income	$	5,237		1.1	$	7,660		1.5	$	7,746		0.8	$	16,357		1.6

(a) Includes $750 of LIFO expense for the three and six months ended June 30, 2025. Includes $1,000 and $600 of LIFO income, respectively, for the three and six months ended June 30, 2024.

(b) Gross profit is calculated as net sales less the cost of materials sold.

Net sales decreased $29.8 million, or 5.7%, to $496.5 million in the second quarter of 2025 from $526.3 million in the second quarter of 2024. Specialty metals flat products net sales were 27.1% of total net sales in the second quarter of 2025 compared to 24.9% of total net sales in the second quarter of 2024. Carbon flat products net sales were 56.9% of total net sales in the second quarter of 2025 compared to 58.5% of total net sales in the second quarter of 2024. Tubular and pipe products net sales were 16.0% of total net sales in the second quarter of 2025 compared to 16.6% of total net sales in the second quarter of 2024. The decrease in net sales was due to a consolidated 5.3% decrease in sales volume during the second quarter of 2025 compared to the second quarter of 2024.

Net sales decreased $63.5 million, or 6.0%, to $1.0 billion in the first six months of 2025 from $1.1 billion in the first six months of 2024. Specialty metals flat products net sales were 26.7% of total net sales in the first six months of 2025 compared to 24.7% of total net sales in the first six months of 2024. Carbon flat products net sales were 57.5% of total net sales in the first six months of 2025 compared to 57.8% of total net sales in the first six months of 2024. Tubular and pipe products net sales were 15.8% of total net sales in the first six months of 2025 compared to 17.5% of total net sales in the first six months of 2024. The decrease in net sales was due to a consolidated 5.1% decrease in average selling prices partially offset by a 0.2% increase in sales volume during the first six months of 2025 compared to the first six months of 2024.

Cost of materials sold decreased $31.9 million, or 7.8%, to $374.7 million in the second quarter of 2025 from $406.6 million in the second quarter of 2024. Cost of materials sold decreased $64.9 million, or 8.0%, to $749.2 million in the first six months of 2025 from $814.1 million in the first six months of 2024. The decrease in cost of materials sold in the first six months of 2025 is related to the decreased metals pricing discussed above in Results of Operations.

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As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) increased to 24.5% in the second quarter of 2025 from 22.7% in the second quarter of 2024. The increase in the gross profit as a percentage of net sales is due to the average cost of inventory decreasing more than the average selling prices. As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) increased to 24.3% in the first six months of 2025 from 22.7% in the first six months of 2024. The increase in the gross profit as a percentage of net sales is due to the average cost of inventory decreasing more than the average selling prices.

Operating expenses in the second quarter of 2025 increased $5.8 million, or 5.6%, to $110.4 million from $104.6 million in the second quarter of 2024. As a percentage of net sales, operating expenses increased to 22.2% for the second quarter of 2025 from 19.9% in the second quarter of 2024. Operating expenses in the specialty metals flat products segment increased $0.9 million, operating expenses in the carbon flat products segment increased $7.1 million, operating expenses in the tubular and pipe products segment decreased $2.5 million and Corporate expenses increased $0.2 million in the second quarter of 2025 compared to the second quarter of 2024. The increase in operating expenses on a dollar basis was primarily attributable to the inclusion of MetalWorks operating expenses in 2025.

Operating expenses in the first six months of 2025 increased $13.3 million, or 6.4%, to $221.1 million from $207.8 million in the first six months of 2024. As a percentage of net sales, operating expenses increased to 22.4% for the first six months of 2025 from 19.7% in the first six months of 2024. Operating expenses in the specialty metals flat products segment increased $1.0 million, operating expenses in the carbon flat products segment increased $15.5 million, operating expenses in the tubular and pipe products segment decreased $4.0 million and Corporate expenses increased $0.7 million in the first six months of 2025 compared to the first six months of 2024. The increase in operating expenses on a dollar basis was primarily attributable to the inclusion of MetalWorks operating expenses in 2025.

Interest and other expense on debt totaled $4.0 million, or 0.8% of net sales, in the second quarter of 2025 compared to $4.4 million, or 0.8% of net sales, in the second quarter of 2024. Interest and other expense on debt totaled $8.1 million, or 0.8% of net sales, in the first six months of 2025 compared to $8.4 million, or 0.8% of net sales, in the first six months of 2024. The decrease in the first six months of 2025 compared to the first six months of 2024 was due to a lower effective borrowing rate, partially offset by higher average borrowings. Our effective borrowing rate, exclusive of deferred financing fees and commitment fees, was 5.8% for the first six months of 2025 compared to 7.1% for the first six months of 2024.

In the second quarter of 2025, income before income taxes totaled $7.4 million compared to income before income taxes of $10.7 million in the second quarter of 2024. In the first six months of 2025, income before income taxes totaled $11.0 million compared to income before income taxes of $22.6 million in the first six months of 2024.

An income tax provision of 29.1% was recorded for the second quarter of 2025, compared to an income tax provision of 28.4% for the second quarter of 2024. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items that are considered in the relevant period. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. An income tax provision of 29.5% was recorded for the first six months of 2025, compared to an income tax provision of 27.6% for the first six months of 2024. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items that are considered in the relevant period. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.

On July 4, 2025, the OBBBA was enacted in the U.S. The OBBBA includes the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business deductions. The legislation has multiple effective dates, with certain provisions effective in 2025. We are currently assessing its impact on our consolidated financial statements.

Net income for the second quarter of 2025 totaled $5.2 million, or $ 0.45 per basic share and diluted share, compared to net income of $7.7 million, or $ 0.66 per basic and diluted share, for the second quarter of 2024. Net income for the first six months of 2025 totaled $7.8 million, or $ 0.66 per basic share and diluted share, compared to net income of $16.4 million, or $ 1.40 per basic and diluted share, for the first six months of 2024.

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Segment Operations

Specialty metals flat products

The following table presents selected operating results for our specialty metals flat products segment for the periods indicated (dollars are shown in thousands, except for per ton information):

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2025				2024				2025				2024
			% of net				% of net				% of net				% of net
			sales				sales				sales				sales
Direct tons sold		31,231				30,480				61,723				59,413
Toll tons sold		918				1,215				2,105				2,185
Total tons sold		32,149				31,695				63,828				61,598

Net sales	$	134,706		100.0	$	130,873		100.0	$	264,244		100.0	$	260,407		100.0
Average selling price per ton		4,190				4,129				4,140				4,228
Cost of materials sold		110,761		82.2		104,944		80.2		219,561		83.1		212,534		81.6
Gross profit (a)		23,945		17.8		25,929		19.8		44,683		16.9		47,873		18.4
Operating expenses (b)		19,019		14.1		18,080		13.8		37,127		14.0		36,093		13.9
Operating income	$	4,926		3.7	$	7,849		6.0	$	7,556		2.9	$	11,780		4.5

(a) Gross profit is calculated as net sales less the cost of materials sold.

(b) Operating expenses are calculated as total costs and expenses less the cost of materials sold.

Tons sold by our specialty metals flat products segment remained flat at 32 thousand between the second quarter of 2025 and the second quarter of 2024. Tons sold by our specialty metals flat products segment increased 2 thousand to 64 thousand in the first six months of 2025 from 62 thousand in the first six months of 2024. We do not report tons sold for our end-use products.

Net sales in our specialty metals flat products segment increased $3.8 million, or 2.9%, to $134.7 million in the second quarter of 2025 from $130.9 million in the second quarter of 2024. Average selling prices in the second quarter of 2025 were $4,190 per ton, compared with $4,129 per ton in the second quarter of 2024. Net sales in our specialty metals flat products segment increased $3.8 million, or 1.5%, to $264.2 million in the first six months of 2025 from $260.4 million in the second quarter of 2024. Average selling prices in the first six months of 2025 were $4,140 per ton, compared with $4,228 per ton in the first six months of 2024.

Cost of materials sold in our specialty metals flat products segment increased $5.8 million, or 5.5%, to $110.8 million in the second quarter of 2025 from $104.9 million in the second quarter of 2024. Cost of materials sold in our specialty metals flat products segment increased $7.0 million, or 3.3%, to $219.6 million in the first six months of 2025 from $212.5 million in the first six months of 2024. The increase in cost of materials sold was due to a 3.6% increase in sales volume.

As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) decreased to 17.8% in the second quarter of 2025 from 19.8% in the second quarter of 2024. As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) decreased to 16.9% in the first six months of 2025 from 18.4% in the first six months of 2024. The decrease in the gross profit as a percentage of net sales for the three and six months ended June 30, 2025 is due to the average selling prices decreasing more than the average cost of materials sold.

Operating expenses increased $0.9 million, or 5.2%, to $19.0 million in the second quarter of 2025 from $18.1 million in the second quarter of 2024. As a percentage of net sales, operating expenses increased to 14.1% in the second quarter of 2025 compared to 13.8% in the second quarter of 2024. The increase in operating expenses on a dollar basis was primarily attributable to increased variable operating expenses due to increased shipments.

Operating expenses increased $1.0 million, or 2.9%, to $37.1 million in the first six months of 2025 from $36.1 million in the first six months of 2024. As a percentage of net sales, operating expenses increased to 14.0% in the first six months of 2025 compared to 13.9% in the first six months of 2024. The increase in operating expenses on a dollar basis was primarily attributable to increased variable operating expenses due to increased shipments.

Operating income in the second quarter of 2025 totaled $4.9 million, or 3.7% of net sales, compared to $7.9 million, or 6.0% of net sales, in the second quarter of 2024. Operating income in the first six months of 2025 totaled $7.6 million, or 2.9% of net sales, compared to $11.8 million, or 4.5% of net sales, in the first six months of 2024.

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Carbon flat products

The following table presents selected operating results for our carbon flat products segment for the periods indicated (dollars are shown in thousands, except for per ton information):

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2025				2024				2025				2024
			% of net				% of net				% of net				% of net
			sales				sales				sales				sales
Direct tons sold		208,030				220,748				433,449				431,939
Toll tons sold		6,864				8,342				14,272				16,826
Total tons sold		214,894				229,090				447,721				448,765

Net sales	$	282,543		100.0	$	307,755		100.0	$	568,783		100.0	$	608,730		100.0
Average selling price per ton		1,315				1,343				1,270				1,356
Cost of materials sold		209,612		74.2		243,996		79.3		424,951		74.7		479,611		78.8
Gross profit (a)		72,931		25.8		63,759		20.7		143,832		25.3		129,119		21.2
Operating expenses (b)		65,538		23.2		58,398		19.0		130,614		23.0		115,101		18.9
Operating income	$	7,393		2.6	$	5,361		1.7	$	13,218		2.3	$	14,018		2.3

(a) Gross profit is calculated as net sales less the cost of materials sold.

(b) Operating expenses are calculated as total costs and expenses less the cost of materials sold.

Tons sold by our carbon flat products segment decreased 14 thousand to 215 thousand in the second quarter of 2025 from 229 thousand in the second quarter of 2024. Tons sold by our carbon flat products segment decreased 1 thousand to 448 thousand in the first six months of 2025 from 449 thousand in the first six months of 2024. We do not report tons sold for our end-use products.

Net sales in our carbon flat products segment decreased $25.2 million, or 8.2%, to $282.5 million in the second quarter of 2025 from $307.8 million in the second quarter of 2024. Average selling prices in the second quarter of 2025 decreased to $1,315 per ton, compared with $1,343 per ton in the second quarter of 2024. The decrease in sales was attributable to a $28 decrease in average selling prices per ton in the second quarter of 2025 compared to the second quarter of 2024, partially offset by a 14 thousand ton increase in tons sold.

Net sales in our carbon flat products segment decreased $40.0 million, or 6.6%, to $568.8 million in the first six months of 2025 from $608.7 million in the first six months of 2024. Average selling prices in the first six months of 2025 decreased to $1,270 per ton, compared with $1,356 per ton in the first six months of 2024. The decrease in sales was attributable to a $86 decrease in average selling prices per ton in the first six months of 2025 compared to the first six months of 2024 and a 1 thousand ton decrease in tons sold.

Cost of materials sold decreased $34.4 million, or 14.1%, to $209.6 million in the second quarter of 2025 from $244.0 million in the second quarter of 2024. Cost of materials sold decreased $54.7 million, or 11.4%, to $425.0 million in the first six months of 2025 from $479.6 million in the first six months of 2024.

As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) increased to 25.8% in the second quarter of 2025 compared to 20.7% in the second quarter of 2024. As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) increased to 25.3% in the first six months of 2025 compared to 21.2% in the first six months of 2024. The increase in the gross profit as a percentage of net sales in the first six months of 2025 when compared to the six months of 2024 was due to the inclusion of MetalWorks revenue but no corresponding tons sold and the average cost of inventory decreasing more than the average selling prices.

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Operating expenses in the second quarter of 2025 increased $7.1 million, or 12.2%, to $65.5 million from $58.4 million in the second quarter of 2024. As a percentage of net sales, operating expenses increased to 23.2% in the second quarter of 2025 compared to 19.0% in the second quarter of 2024. The increase in operating expenses on a dollar basis was primarily attributable to the inclusion of MetalWorks operating expenses in 2025.

Operating expenses in the first six months of 2025 increased $15.5 million, or 13.5%, to $130.6 million from $115.1 million in the first six months of 2024. As a percentage of net sales, operating expenses increased to 23.0% in the first six months of 2025 compared to 18.9 % in the first six months of 2024. The increase in operating expenses on a dollar basis was primarily attributable to the inclusion of MetalWorks operating expenses in 2025.

Operating income in the second quarter of 2025 totaled $7.4 million, or 2.6% of net sales, compared to operating income of $5.4 million, or 1.7% of net sales, in the second quarter of 2024. Operating income in the first six months of 2025 totaled $13.2 million, or 2.3% of net sales, compared to operating income of $14.0 million, or 2.3% of net sales, in the first six months of 2024.

Tubular and pipe products

The following table presents selected operating results for our tubular and pipe products segment for the periods indicated (dollars are shown in thousands):

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2025				2024				2025				2024
			% of net				% of net				% of net				% of net
	$		sales		$		sales		$		sales		$		sales
Net sales	$	79,234		100.0	$	87,622		100.0	$	156,397		100.0	$	183,755		100.0
Cost of materials sold (a)		54,306		68.5		57,607		65.7		104,667		66.9		121,940		66.4
Gross profit (b)		24,928		31.5		30,015		34.3		51,730		33.1		61,815		33.6
Operating expenses (c)		21,063		26.6		23,518		26.9		43,720		28.0		47,691		25.9
Operating income	$	3,865		4.9	$	6,497		7.4	$	8,010		5.1	$	14,124		7.7

(a) Includes $750 of LIFO expense for the three and six months ended June 30, 2025. Includes $1,000 and $600 of LIFO income, respectively, for the three and six months ended June 30, 2024.

(b) Gross profit is calculated as net sales less the cost of materials sold.

Net sales decreased $8.4 million, or 9.6%, to $79.2 million in the second quarter of 2025 from $87.6 million in the second quarter of 2024. The decrease is a result of a 9.3% decrease in shipping volume and a 0.3% decrease in average selling prices during the second quarter of 2025 compared to the second quarter of 2024.

Net sales decreased $27.4 million, or 14.9%, to $156.4 million in the first six months of 2025 from $183.8 million in the first six months of 2024. The decrease is a result of a 12.5% decrease in shipping volume and a 2.7% decrease in average selling prices during the first six months of 2025 compared to the first six months of 2024.

Cost of materials sold decreased $3.3 million, or 5.7%, to $54.3 million in the second quarter of 2025 from $57.6 million in the second quarter of 2024. The decrease in cost of materials sold was due the 9.3% decrease in shipping volume. Cost of materials sold decreased $17.3 million, or 14.2%, to $104.7 million in the first six months of 2025 from $121.9 million in the first six months of 2024. The decrease in cost of materials sold was due to the 12.5% decrease in shipping volume. We recorded $0.8 million of LIFO expense during the three and six months ended June 30, 2025. During the three and six months ended June 30, 2024, we recorded $1.0 million and $0.6 million of LIFO income, respectively.

As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) decreased to 31.5% in the second quarter of 2025 compared to 34.3% in the second quarter of 2024. As a percentage of net sales, the LIFO expense recorded in the second quarter of 2025 reduced gross profit by 0.9%. As a percentage of net sales, the LIFO income recorded in the second quarter of 2024 increased gross profit by 1.1%. The decrease in the gross profit as a percentage of net sales in the second quarter of 2025 when compared to the second quarter of 2024 was due to average cost of inventory increasing more than the average selling prices. As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) decreased to 33.1% in the first six months of 2025 compared to 33.6% in the first six months of 2024. As a percentage of net sales, the LIFO expense recorded in the first six months of 2025 decreased gross profit by 0.5%. As a percentage of net sales, the LIFO income recorded in the first six months of 2024 increased gross profit by 0.3%. The decrease in the gross profit as a percentage of net sales in the first six months of 2025 when compared to the first six months of 2024 was due to average cost of inventory decreasing more than the average selling prices.

Operating expenses in the second quarter of 2025 decreased $2.4 million, or 10.4%, to $21.1 million from $23.5 million in the second quarter of 2024. Operating expenses decreased to 26.6% of net sales in the second quarter of 2025 compared to 26.9% in the second quarter of 2024. The decrease in operating expenses on a dollar basis was primarily due to lower variable performance-based incentive compensation and lower operating expenses associated with lower shipments. Operating expenses in the first six months of 2025 decreased $4.0 million, or 8.3%, to $43.7 million from $47.7 million in the first six months of 2024. Operating expenses increased to 28.0% of net sales in the first six months of 2025 compared to 25.9% in the first six months of 2024. The decrease in operating expenses on a dollar basis was primarily due to lower variable performance-based incentive compensation and lower operating expenses associated with lower shipments.

Operating income in the second quarter 2025 totaled $3.9 million, or 4.9% of net sales, compared to $6.5 million, or 7.4% of net sales, in the second quarter of 2024. Operating income in the first six months 2025 totaled $8.0 million, or 5.1% of net sales, compared to $14.1 million, or 7.7% of net sales, in the first six months of 2024.

Corporate expenses

Corporate expenses increased $0.2 million, or 4.7%, to $4.8 million in the second quarter of 2025 from $4.6 million in the second quarter of 2024. Corporate expense primarily increased due to higher year-over-year professional service fees. Corporate expenses increased $0.7 million, or 8.4%, to $9.6 million in the first six months of 2025 from $8.9 million in the first six months of 2024. Corporate expense primarily increased due to higher year-over-year professional service fees.

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Liquidity, Capital Resources and Cash Flows

Our principal capital requirements include funding working capital needs, purchasing, upgrading and acquiring processing equipment and facilities, making acquisitions and paying dividends. We use cash generated from operations and borrowings under our ABL Credit Facility to fund these requirements.

We believe that funds available under our ABL Credit Facility, together with funds generated from operations, will be sufficient to provide us with the liquidity necessary to fund anticipated working capital requirements, capital expenditure requirements, our dividend payments, and any share repurchases and business acquisitions over at least the next 12 months and for the foreseeable future thereafter. In the future, we may, as part of our business strategy, acquire and dispose of assets or other companies in the same or complementary lines of business, or enter into or exit strategic alliances and joint ventures. Accordingly, the timing and size of our capital requirements are subject to change as business conditions warrant and opportunities arise.

Operating Activities

For the six months ended June 30, 2025, we generated $64.9 million of net cash from operations, of which $17.6 million was generated from operating activities and $47.3 million was generated from working capital. For the six months ended June 30, 2024, we used $5.5 million of net cash for operations, of which $32.3 million was generated from operating activities and $37.8 million was used for working capital requirements.

Net cash from operating activities totaled $17.6 million during the first six months of 2025 and was mainly comprised of net income of $7.8 million, the non-cash depreciation and amortization addback of $16.9 million, and changes in other long-term liabilities of $4.7 million, partially offset by changes in other long-term assets of $12.0 million. Net cash from operating activities totaled $32.3 million during the first six months of 2024 and was mainly comprised of net income of $16.4 million, the non-cash depreciation and amortization addback of $15.0 million and changes in other long-term liabilities of $2.8 million, partially offset by changes in other long-term assets of $2.9 million.

Working capital at June 30, 2025 totaled $402.4 million, a $45.5 million decrease from December 31, 2024. The decrease was primarily attributable to a $63.8 million increase in accounts payable and outstanding checks and a $22.6 million decrease in inventory partially offset by a $37.6 million increase in accounts receivable and a $3.0 million decrease in accrued payroll and other accrued liabilities.

Investing Activities

Net cash used for investing activities totaled $17.5 million during the six months ended June 30, 2025 and $13.2 million during the six months ended June 30, 2024 and consisted of capital expenditures attributable to additional processing and automation equipment at our existing facilities.

Financing Activities

During the first six months of 2025, $44.6 million of cash was used for financing activities, which primarily consisted of $39.3 million of net repayments under our ABL Credit Facility, $3.6 million of dividends paid, $1.3 million of credit facility fees and expenses related to the amendment of the ABL Credit Facility and $0.4 million of principal payments under finance lease obligations and . During the first six months ended of 2024, $14.9 million was generated from financing activities, which primarily consisted of $19.0 million of net borrowings under our ABL Credit Facility partially offset by $3.3 million of dividends paid, $0.6 million of principal payments under finance lease obligations and $0.1 million of credit facility fees and expenses related to amending the ABL Credit Facility.

Dividends paid were $3.6 million and $3.3 million for the six months ended June 30, 2025 and June 30, 2024, respectively. In July 2025, our Board of Directors approved a regular quarterly dividend of $0.16 per share, which will be paid on September 15, 2025 to shareholders of record as of September 2, 2025. Regular dividend distributions in the future are subject to the availability of cash, the $15.0 million annual limitation on cash dividends and common stock repurchases under our ABL Credit Facility and continuing determination by our Board of Directors that the payment of dividends remains in the best interest of our shareholders.

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Stock Repurchase Program

In 2015, our Board of Directors authorized a stock repurchase program of up to 550,000 shares of our issued and outstanding common stock, which could include open market repurchases, negotiated block transactions, accelerated stock repurchases or open market solicitations for shares, all or some of which may be effected through Rule 10b5-1 plans. Repurchased shares will be held in our treasury, or canceled and retired as our Board of Directors may determine from time to time. Any repurchases of common stock are subject to the covenants contained in the ABL Credit Facility. Under the ABL Credit Facility, we may repurchase common stock and pay dividends up to $15.0 million in the aggregate during any trailing twelve months without restrictions. Purchases in excess of $15.0 million require us to (i) maintain availability in excess of 20% of the aggregate revolver commitments ($125.0 million at June 30, 2025) or (ii) to maintain availability equal to or greater than 15% of the aggregate revolver commitments ($93.8 million at June 30, 2025) and we must maintain a pro forma ratio of earnings before interest, taxes, depreciation and amortization, or EBITDA, minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00. The timing and amount of any repurchases under the stock repurchase program will depend upon several factors, including market and business conditions, and limitations under the ABL Credit Facility, and repurchases may be discontinued at any time. As of June 30, 2025, 360,212 shares remain authorized for repurchase under the program.

There were no shares repurchased during 2025 or 2024.

Debt Arrangements

On April, 17 2025, we entered into a Ninth Amendment to Third Amended and Restated Loan and Security Agreement, which extended the maturity date of the ABL Credit Facility to April 17, 2030. The amendment also reset the Machinery and Equipment and Real Estate advance rates. Additional financing fees incurred in connection with the amendment will be amortized over the length of the amended ABL Credit Facility.

Our ABL Credit Facility is collateralized by our accounts receivable, inventory, personal property and certain real estate. The $625 million ABL Credit Facility consists of: (i) a revolving credit facility of up to $595 million, including a $20 million sub-limit for letters of credit, and (ii) a first in, last out revolving credit facility of up to $30 million. Under the terms of the ABL Credit Facility we may, subject to the satisfaction of certain conditions, request additional commitments under the revolving credit facility in the aggregate principal amount of up to $200 million to the extent that existing or new lenders agree to provide such additional commitments.

The ABL Credit Facility contains customary representations and warranties and certain covenants that limit our ability to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt; (iii) make investments; (iv) sell assets; (v) enter into agreements that restrict distributions or other payments from restricted subsidiaries to us; (vi) incur liens securing indebtedness; (vii) consolidate, merge or transfer all or substantially all of their assets; and (viii) engage in transactions with affiliates. In addition, the ABL Credit Facility contains a financial covenant which requires if any commitments or obligations are outstanding and the our availability is less than the greater of $30 million or 10.0% of the aggregate amount of revolver commitments ($62.5 million at June 30, 2025) or 10.0% of the aggregate borrowing base ($54.3 million at June 30, 2025), then we must maintain a ratio of Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00 for the most recent twelve fiscal month period.

As of June 30, 2025, we were in compliance with our covenants and had approximately $305 million of availability under the ABL Credit Facility.

We have the option to borrow under its revolver based on the agent’s base rate plus a premium ranging from 0.00% to 0.25% or the Secured Overnight Financing Rate, or SOFR, plus a premium ranging from 1.25% to 2.75%.

On August 15, 2024, we entered into a two-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding SOFR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 3.82%. Although we are exposed to credit loss in the event of nonperformance by the other party to the interest rate hedge agreement, we anticipate performance by the counterparty.

As of June 30, 2025 and December 31, 2024, $2.0 million and $1.1 million, respectively, of bank financing fees were included in “Prepaid expenses and other” and “Other long-term assets” on the accompanying Consolidated Balance Sheets. The financing fees are being amortized over the five-year term of the ABL Credit Facility and are included in “Interest and other expense on debt” on the accompanying Consolidated Statements of Comprehensive Income.

Critical Accounting Policies

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on the consolidated financial statements included in this Quarterly Report on Form 10-Q, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements. We monitor and evaluate our estimates and assumptions, based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

We review our financial reporting and disclosure practices and accounting practices quarterly to ensure they provide accurate and transparent information relative to the current economic and business environment. For further information regarding the accounting policies that we believe to be critical accounting policies that affect our more significant judgments and estimates used in preparing our consolidated financial statements, see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2024.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our principal raw materials are carbon, coated and stainless steel, aluminum, pipe and tube, flat rolled coil, sheet and plate that we typically purchase from multiple primary metals producers. The metals industry as a whole is cyclical and, at times, pricing and availability of metals can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, the levels of metals imported into the United States, labor costs, sales levels, competition, levels of inventory held by other metals service centers, consolidation of metals producers, new global capacity by metals producers, higher raw material costs for the producers of metals, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials for us.

We, like many other metals service centers, maintain substantial inventories of metals to accommodate the short lead times and just‑in‑time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, supply agreements with customers and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders. We have no long‑term, fixed‑price metals purchase contracts. When metals prices increase, competitive conditions will influence how much of the price increase we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, the net sales and profitability of our business could be adversely affected. When metals prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profits and inventory lower of cost or net realizable value adjustments as we sell existing inventory. Significant or rapid declines in metals prices or reductions in sales volumes could adversely impact our ability to remain in compliance with certain financial covenants in the ABL Credit Facility, as well as result in us incurring inventory or intangible asset impairment charges. Changing metals prices therefore could significantly impact our net sales, gross profits, operating income and net income.

Rising metals prices result in higher working capital requirements for us and our customers. Some customers may not have sufficient credit lines or liquidity to absorb significant increases in the price of metals. While we have generally been successful in the past in passing on producers’ price increases and surcharges to our customers, there is no guarantee that we will be able to pass on price increases to our customers in the future. Declining metals prices have generally adversely affected our net sales and net income, while increasing metals prices have generally favorably affected our net sales and net income.

Approximately 43% and 49%, respectively, of our consolidated net sales during the first six months of 2025 and 2024 were directly related to industrial machinery and equipment manufacturers and their fabricators.

Inflation generally affects us by increasing the cost of employee wages and benefits, transportation services, energy, borrowings under our credit facility, processing equipment, and purchased metals. General inflation, including increases in the price of metals and increased labor and distribution expense, did not materially effect our operations during the first six months of 2025, and it has not had a material effect on our financial results during the last two years, but may have a significant impact in future years.

We are exposed to the impact of fluctuating metals prices and interest rate changes. During 2025 and 2024, we entered into metals swaps at the request of customers. These derivatives have not been designated as hedging instruments. For certain customers, we enter into contractual relationships that entitle us to pass through the economic effect of trading positions that we take with other third parties on our customers’ behalf.

Our primary interest rate risk exposure results from variable rate debt. On August 15, 2024, we entered into a two-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding SOFR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 3.82%.

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Item 4. Controls and Procedures

The evaluation required by Rule 13a-15(e) of the Securities Exchange Act of 1934, or the Exchange Act, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q has been carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. These disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports that are filed with or submitted to the SEC is: (i) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (ii) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting that occurred during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Items 1, 1A, 2, 3 and 4 of this Part II are either inapplicable or are answered in the negative and are omitted pursuant to the instructions to Part II.

Item 5. Other Information

Trading Arrangements

During the quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

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Item 6. Exhibits

Exhibit	Description of Document	Reference

10.1	Ninth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of April 17, 2025, among Olympic Steel, Inc., Olympic Steel Minneapolis, Inc., Olympic Steel Iowa, Inc., IS Acquisition, Inc., Chicago Tube and Iron Company, B Metals, Inc., MCI, Inc., ACT Acquisition, Inc., SHAQ, Inc., OS Holdings, Inc., Metal-Fab, Inc., Central Tube and Bar, Inc., Metal-W, Inc., the financial institutions party thereto, as lenders, and Bank of America, N.A., as agent.	Incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on April 18, 2025 (Commission File No. 0-23320).

31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith

31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith

32.1	Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished herewith

32.2	Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished herewith

101	The following materials from Olympic Steel’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, (iv) the Supplemental Disclosures of Cash Flow Information, (v) the Consolidated Statements of Shareholders’ Equity, (vi) Notes to Unaudited Consolidated Financial Statements and (vii) document and entity information.

104	Cover Pager Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	OLYMPIC STEEL, INC. (Registrant)

Date: August 1, 2025	By:	/s/ Richard T. Marabito
	Richard T. Marabito
	Chief Executive Officer

	By:	/s/ Richard A. Manson
	Richard A. Manson
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

OLYMPIC STEEL INC 10-Q