Kempthorne Dirk A 4

4 · OLYMPIC STEEL INC · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

Olympic Steel (ZEUS) Director Dirk Kempthorne Sells 48,057 Shares in Merger

What Happened

Dirk A. Kempthorne, a director of Olympic Steel, disposed of a total of 48,057 company-equivalent shares on Feb 13, 2026: 5,231 shares of company common stock and 42,826 RSUs (derivative). The filing shows these were dispositions to the issuer pursuant to the Merger Agreement and not open-market sales; no per-share sale price is reported (price = N/A).
Under the Merger Agreement each Olympic Steel share was converted into the right to receive 1.7105 shares of the buyer (Ryerson Holding Corp. / Parent), with cash paid in lieu of any fractional shares. Multiplying 48,057 by 1.7105 yields approximately 82,201 parent shares (with cash for the fractional share) — the RSUs were converted and immediately settled into parent shares at the merger's effective time.

Key Details

Transaction date: Feb 13, 2026. Form 4 filed Feb 17, 2026 (within the typical 2-business-day reporting window).
Price: N/A — shares were converted under merger terms (conversion factor 1.7105); cash paid for fractional shares.
Shares involved: 5,231 common shares + 42,826 RSUs = 48,057 company-equivalent shares.
Shares owned after transaction: Not specified in the provided excerpt of the filing (see the full Form 4 for post-transaction holdings).
Footnotes: F1 explains conversion of company shares into Parent common stock under the Merger Agreement; F2 explains RSU conversion and immediate settlement into Parent common stock.
Transaction codes: Dispositions to issuer (D); the RSU line is recorded as a derivative disposition.

Context

These were merger-closing dispositions (exchange/settlement under the acquisition agreement), not open-market sales. For retail investors, such transactions reflect deal mechanics (conversion/settlement) rather than a director selling shares on the market for personal reasons.

Form 4

Period: 2026-02-13

Director

Transactions

Disposition to Issuer
Common Stock
[F1]
2026-02-13−5,231→ 0 total
Disposition to Issuer
Restricted Share Units
[F2]
2026-02-13−42,826→ 0 total
→ Common Stock (42,826 underlying)

Footnotes (2)

[F1]Represents shares of Olympic Steel, Inc. common stock, without par value ("Company common stock"), disposed of pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of October 28, 2025, by and among Olympic Steel, Inc. (the "Company"), Ryerson Holding Corporation ("Parent"), and Crimson MS Corp. (including restricted shares that vested in connection with the merger). At the effective time of the merger, each such share of Company common stock was converted into the right to receive a number of shares of common stock, $0.01 par value per share, of Parent ("Parent common stock"), multiplied by 1.7105 (rounded down to the nearest whole share), plus a cash payment (rounded down to the nearest cent) in lieu of any fractional shares as determined pursuant to the Merger Agreement.
[F2]Each restricted share unit ("RSU") represents the contingent right to receive one share of Company common stock. These RSUs are fully vested and will generally be settled upon the Reporting Person's separation from service. Pursuant to the Merger Agreement, these RSUs were converted into RSUs with respect to Parent common stock by multiplying the number of shares of Company common stock underlying the award by 1.7105 (rounded down to the nearest whole share) and were immediately settled in shares of Parent common stock in connection with the Reporting Person's separation from service, which occurred at the effective time of the merger.

Signature

/s/ Lisa K. Christen, as Attorney-In-Fact|2026-02-17

1 file