Kempthorne Dirk A 4

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.