Form 4: CEO Marabito's Olympic Steel Shares Convert Post-Merger

Olympic Steel CEO Richard T. Marabito's common stock and restricted share units were converted into Ryerson Holding Corporation shares and cash following the merger agreement.

Summary

• Richard T. Marabito, Chief Executive Officer and Director of Olympic Steel Inc. (ZEUS), reported changes in his beneficial ownership.
• Marabito disposed of 73,249 shares of Olympic Steel common stock, which were converted into shares of Ryerson Holding Corporation common stock at a ratio of 1.7105 shares of Parent common stock per Olympic Steel share, plus cash for fractional shares.
• A total of 70,802 fully vested Restricted Share Units (RSUs) were converted into RSUs with respect to Ryerson Holding Corporation common stock at the 1.7105 ratio, to be settled upon separation from service.
• 8,246 RSUs, generally vesting on December 31, 2026, were converted into Ryerson Holding Corporation RSUs at the 1.7105 ratio, subject to continued employment and settlement within 90 days of vesting.
• 11,000 RSUs, generally vesting on December 31, 2027, were converted into Ryerson Holding Corporation RSUs at the 1.7105 ratio, subject to continued employment and settlement within 90 days of vesting.
• 4,936 fully vested RSUs were converted into Ryerson Holding Corporation RSUs at the 1.7105 ratio and then cancelled in exchange for a cash payment based on the closing price of Parent common stock on February 13, 2026.
• 38,684 fully vested RSUs, contributed to the Supplemental Executive Retirement Plan (SERP), were cancelled and converted into a cash amount credited to the SERP account, based on the 1.7105 ratio multiplied by the closing price of Parent common stock on February 13, 2026.
• Following these transactions, Marabito beneficially owns 0 shares of Olympic Steel common stock and 0 Olympic Steel Restricted Share Units.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-slightly-positive event, reflecting the orderly and expected execution of a strategic merger. While it marks the end of Olympic Steel's independent equity, the conversion terms were previously established.

Positives

• The orderly execution of the merger agreement terms for the CEO's equity holdings ensures a smooth transition of ownership into the acquiring entity.
• The conversion of Olympic Steel common stock and RSUs into Ryerson Holding Corporation equity at a fixed ratio of 1.7105 shares per Olympic Steel share provides clarity on the value exchange for shareholders.

Negatives

• The disposition of all Olympic Steel common stock and RSUs signifies the cessation of Olympic Steel as an independent publicly traded entity, converting its equity into that of the acquiring company.

Future Outlook

Certain converted Restricted Share Units (8,246 units and 11,000 units) are subject to future vesting on December 31, 2026, and December 31, 2027, respectively, contingent on continued employment. Other fully vested RSUs will be settled upon the reporting person's separation from service or within 30-90 days of the transaction date, depending on the specific award terms.

Industry Context

StockSavvy.ai notes that this Form 4 filing confirms the execution of the merger between Olympic Steel and Ryerson Holding Corporation, a significant consolidation within the metals service center industry. The conversion of executive equity holdings is a standard procedural step following such an acquisition, reflecting the integration of the acquired entity's leadership into the acquiring company's equity structure.

Stakeholder Impact

• Shareholders of Olympic Steel Inc. have had their common stock converted into shares of Ryerson Holding Corporation, plus cash for fractional shares, as per the merger agreement.
• Employees, specifically the CEO, have had their equity compensation (RSUs) converted into equivalent awards of the acquiring company, maintaining their incentive structure within the new corporate entity.

Next Steps

• Settlement of 70,802 converted RSUs upon the Reporting Person's separation from service.
• Vesting of 8,246 converted RSUs on December 31, 2026, with settlement within 90 days thereafter, subject to continued employment.
• Vesting of 11,000 converted RSUs on December 31, 2027, with settlement within 90 days thereafter, subject to continued employment.
• Cash payment for 4,936 converted RSUs within 30 days of February 13, 2026.
• Crediting of cash amount for 38,684 converted RSUs to the Supplemental Executive Retirement Plan (SERP) account, subject to SERP payment timing requirements.

Key Dates

Keywords

Olympic Steel, Ryerson Holding Corporation, Merger, Form 4, Insider Transaction, Restricted Share Units, Common Stock, Beneficial Ownership, Executive Compensation