Ryerson (NYSE: RYI) closes Olympic Steel merger, targets $120M synergies

Rhea-AI Filing Summary

Ryerson Holding Corporation completed its stock-for-stock merger with Olympic Steel, Inc., issuing 1.7105 Ryerson shares for each Olympic share and approximately 19.5 million Ryerson shares in total. Former Olympic shareholders now own about 37% of the combined company.

Ryerson amended its asset-based credit facility, extending the maturity to five years from closing and increasing total commitments from $1.3 billion to $1.8 billion, with proceeds helping repay Olympic’s prior credit facility. The company added several former Olympic leaders, including Michael Siegal as board chair and Richard Marabito as president and COO, declared a quarterly dividend of $0.1875 per share, and will change its NYSE ticker from RYI to RYZ on February 24, 2026. The combined business expects roughly $120 million in annual synergies by early 2028.

Positive

• Transformative scale and synergy opportunity: Completion of the Olympic Steel all‑stock merger creates the second‑largest North American metals service center, with management expecting approximately $120 million in annual synergies by early 2028 from procurement, scale, efficiency, and footprint optimization.
• Enhanced financing capacity: Amendment No. 7 extends the credit facility maturity to five years from closing and increases aggregate commitments from $1.3 billion to $1.8 billion, providing additional liquidity while consolidating Olympic’s prior borrowing arrangements.
• Ongoing capital return: The board declared a first‑quarter cash dividend of $0.1875 per share, payable on March 19, 2026 to shareholders of record on March 5, 2026, signaling continued cash returns alongside the large strategic transaction.

Negative

• Material shareholder dilution: Ryerson issued approximately 19.5 million new common shares to former Olympic Steel holders, who now own about 37% of the combined company, significantly diluting pre‑merger ownership stakes.
• Higher committed borrowing capacity: Increasing the revolving credit commitments from $1.3 billion to $1.8 billion raises the ceiling for future borrowings, which could contribute to a higher leverage profile depending on utilization.

Insights

Equity analyst – metals & industrials

Ryerson’s all-stock Olympic Steel deal is a transformative, synergy-led combination.

The merger makes Ryerson the second-largest North American metals service center, with former Olympic Steel holders owning about 37% of the combined company. Ryerson issued roughly 19.5 million new shares at an exchange ratio of 1.7105 Ryerson shares per Olympic share.

Management targets about $120 million in annual synergies by early 2028, primarily from procurement, scale efficiencies, commercial enhancements, and footprint optimization. Governance and leadership are being reshaped, with Michael Siegal becoming board chair and Richard Marabito stepping in as president and COO.

Financing capacity has been bolstered by extending the credit facility to five years and increasing commitments from $1.3 billion to $1.8 billion. Key items to follow in future disclosures include synergy realization versus the $120 million target and any changes in leverage or dividend policy as the integration progresses.

Ryerson Holding Corp false 0001481582 0001481582 2026-02-13 2026-02-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 13, 2026

Ryerson Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-34735		26-1251524
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

227 W. Monroe St., 27th Floor, Chicago, Illinois, 60606

(Address of principal executive offices) (Zip Code)

(312) 292-5000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.01 par value, 100,000,000 shares authorized		RYI		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Introductory Note.

On February 13, 2026 (the “Closing Date”), Ryerson Holding Corporation, a Delaware corporation (“Ryerson”), announced that it had completed the transactions contemplated by the Agreement and Plan of Merger, (the “Merger Agreement”), dated as of October 28, 2025, by and among Ryerson, Crimson MS Corp., an Ohio corporation and a direct wholly owned subsidiary of Ryerson (“Merger Sub”), and Olympic Steel, Inc., an Ohio corporation (“Olympic”). All defined terms used in this Current Report on Form 8-K (this “Current Report”) that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

Item 1.01 Entry Into a Material Definitive Agreement.

Seventh Amendment to Original Credit Agreement

On the Closing Date, Ryerson entered into Amendment No. 7 to the Credit Agreement (the “Seventh Amendment”), by and among Ryerson, Joseph T. Ryerson & Son, Inc. (“JTR”), the wholly owned subsidiary of Ryerson, and Ryerson Canada, Inc. (such subsidiary of JTR together with JTR, the “Borrowers”), certain directly and indirectly wholly owned subsidiaries of JTR as guarantors of obligations under the Original Credit Agreement as amended by the Seventh Amendment (such subsidiaries and Ryerson, the “Guarantors”), the lenders party thereto, and Bank of America, N.A. (“Bank of America”), as administrative agent and collateral agent. The Seventh Amendment amends the Credit Agreement, dated as of July 24, 2015 (as amended by Amendment No. 1, dated as of November 16, 2016, as further amended by Amendment No. 2, dated as of June 28, 2018, as further amended by Amendment No. 3, dated as of September 23, 2019, as further amended by Amendment No. 4, dated as of November 5, 2020, as further amended by Amendment No. 5, dated as of June 29, 2022, as further amended by Amendment No. 6, dated as of June 10, 2024, the “Original Credit Agreement” and as further amended by the Seventh Amendment, the “Amended Credit Agreement”), by and among the Borrowers, the Guarantors, the lenders party thereto and Bank of America, as administrative agent and collateral agent.

The Seventh Amendment, among other amendments, (i) extends the maturity of the Original Credit Agreement to five years from the Closing Date, (ii) increases the aggregate commitments thereunder from $1.3 billion to $1.8 billion, and (iii) effects changes in connection with the Merger (as defined below). The Amended Credit Agreement maintains substantially similar terms as the terms of the Original Credit Agreement, with certain updates to reflect the current operational needs of JTR and its subsidiaries following the merger with Olympic.

The Borrowers intend, among other permitted uses, to use the proceeds under the Amended Credit Agreement to repay in full and terminate the obligations under the Olympic existing Third Amended and Restated Loan and Security Agreement, dated as of December 8, 2017 (as amended from time to time), by and among Olympic, certain directly and indirectly wholly owned subsidiaries of Olympic as borrowers and guarantors, the lenders party thereto and Bank of America, as agent.

A copy of the Seventh Amendment, which includes the Amended Credit Agreement, is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The above description of the Seventh Amendment and the Amended Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the texts of the Seventh Amendment and the Amended Credit Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Olympic in accordance with Ohio law (the “Merger”), with Olympic surviving the Merger as a wholly owned subsidiary of Ryerson (the “Surviving Corporation”).

At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock of Olympic, without par value per share (the “Olympic Common Stock”) (other than certain excluded shares), was converted into the right to receive 1.7105 shares of common stock (the “Exchange Ratio”), $0.01 par value per share, of Ryerson (the “Ryerson Common Stock”) and, if applicable, cash in lieu of fractional shares.

In addition, at the Effective Time:

• Each time-based restricted stock unit relating to shares of Olympic Common Stock granted under the Olympic Steel, Inc. Amended and Restated 2007 Omnibus Incentive Plan (as amended through the date hereof, the “Olympic Steel Stock Plan”) and that was outstanding immediately prior to the Effective Time (each, an “Olympic Steel RSU”), other than the SERP RSUs (as described below), was assumed by Ryerson and converted into a restricted stock unit award relating to a number of whole shares of Ryerson Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Olympic Common Stock subject to such Olympic Steel RSU multiplied by (ii) the Exchange Ratio (each, an “Assumed RSU Award”) (subject to any right the holder may have to elect to receive cash instead, as set forth in the underlying agreement), and each such Assumed RSU Award will continue to have, and be subject to the same terms and conditions applicable to such Olympic Steel RSUs immediately prior to the Closing Date, except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement and other administrative or ministerial changes determined by Ryerson. If a holder of an Olympic Steel RSU elects to receive a cash settlement pursuant to the terms of an applicable Olympic Steel RSU award agreement, such cash payment will equal the product of (a) the number of shares of Ryerson Common Stock subject to the assumed and converted restricted stock unit award multiplied by (b) the closing price per share of Ryerson Common Stock on the Closing Date. Any such cash payments will be paid by Olympic (or one of its affiliates) through its regular payroll practices within 30 days following the Closing Date.

• Each Olympic Steel RSU that was contributed to and used to fund a participant’s account balance in Olympic’s Supplemental Executive Retirement Plan (the “SERP”) was canceled and converted into a cash amount equal to (i) the product of (a) the number of shares of Olympic Common Stock subject to such Olympic Steel RSU, multiplied by (b) the Exchange Ratio, multiplied by (ii) the closing price per share of Ryerson Common Stock on the Closing Date (each, a “SERP RSU”). Effective as of the Closing Date, the converted cash amount will be credited to the participant’s SERP account, subject to the payment timing requirements and other terms of the SERP.

• Each performance-based restricted stock unit relating to shares of Olympic Common Stock granted under the Olympic Steel Stock Plan prior to October 28, 2025 that was outstanding as of immediately prior to the Effective Time (each, an “Olympic Steel PSU”) was canceled and converted into the right to receive a cash payment equal to (i) the product of (a) the number of shares of Olympic Common Stock subject to such Olympic Steel PSU (assuming achievement at deemed target levels of performance), multiplied by (b) the Exchange Ratio, multiplied by (ii) the closing price per share of Ryerson Common Stock on the Closing Date, to be paid in cash (without interest) by Olympic (or one of its affiliates) through its regular payroll practices within 30 days following the Closing Date.

• Each restricted stock award with respect to shares of Olympic Common Stock granted under the Olympic Steel Stock Plan, all of which were granted prior to October 28, 2025, (each, an “Olympic Steel RSA”) that was outstanding as of immediately prior to the Effective Time was accelerated and vested immediately prior to the Effective Time. At the Effective Time, each Olympic Steel RSA was canceled and converted into the right to receive the Merger Consideration.

• Each phantom stock award (each, an “Olympic Steel Phantom Award”) granted under the Olympic Steel Stock Plan that was outstanding immediately prior to the Effective Time was assumed by Ryerson and converted into a phantom stock award with phantom units (rounded down to the nearest whole unit) representing a number of shares of Ryerson Common Stock equal to the product of (i) the number of phantom units subject to such Olympic Steel Phantom Award multiplied by (ii) the Exchange Ratio and otherwise remains subject to the same terms and conditions that applied immediately prior to the Effective Time, provided that (a) a portion of each Olympic Steel Phantom Award vested on a prorated basis based on the number of days completed in the applicable performance period through the Effective Time, and the vested portion will be paid in cash (without interest) within 30 days following the Closing Date in accordance with Olympic Steel’s (or one of its affiliates’) regular payroll practices, based on the per-share closing price of Ryerson Common Stock on the Closing Date, and (b) the portion of the Olympic Steel Phantom Award that did not vest at the Effective Time was assumed and remains outstanding and subject to the same terms and conditions that applied immediately prior to the Effective Time (including the requirement of continued service through the last day of the applicable performance period), except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement and other administrative or ministerial changes determined by Ryerson.

• Each time-based long-term cash incentive award granted under the Olympic Steel C-Suite Long Term Incentive Plan (a sub-plan of the Olympic Steel Stock Plan) that was outstanding immediately prior to the Effective Time, was assumed by Ryerson or one of its subsidiaries (as designated by Ryerson) and remains subject to the same terms and conditions that applied immediately prior to the Effective Time (including any requirement for continued service), except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement and other administrative or ministerial changes determined by Ryerson.

• Each performance-based long-term cash incentive award granted under the Olympic Steel C-Suite Long Term Incentive Plan prior to October 28, 2025 that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive a cash payment equal to the amount that would be owed under such performance-based cash award (assuming achievement of 100% of target performance for all outstanding performance-based cash awards) to be paid in cash (without interest) in accordance with Olympic Steel’s (or one of its affiliates’) regular payroll practices within 30 days following the Closing Date.

• All other long-term cash awards granted under the Olympic Steel Stock Plan or otherwise, including any awards outstanding under the Metal-Fab Manager Long-Term Incentive Plan and the Metal-Fab Manager Retention Incentive Plan, were assumed by Ryerson or one of its subsidiaries (as designated by Ryerson) and remain outstanding and eligible to vest in accordance with, and subject to, their terms, including that (i) a portion of each such award vested on a prorated basis based on the number of days in the applicable performance period completed on the Closing Date and (ii) the portion that did not vest at the Effective Time continues to be outstanding and subject to the same terms and conditions that applied prior to the Effective Time (including continued service requirements through the last day of the applicable performance period), except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement and other administrative or ministerial changes determined by Ryerson. The vested portion of any such award will be paid in cash (without interest) within 30 days following the Closing Date in accordance with Olympic Steel’s (or one of its affiliates’) regular payroll practices.

As a result of the Merger, Ryerson issued approximately 19.5 million shares of Ryerson Common Stock to former holders of Olympic Common Stock. The shares of Olympic Common Stock, which previously traded under the symbol “ZEUS,” ceased trading on the Nasdaq Stock Market LLC (“Nasdaq”) as of the close of trading on the Closing Date and were delisted from Nasdaq as of the Closing Date.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is included as Exhibit 2.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported on Ryerson’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on October 30, 2025 (the “Prior Form 8-K”), in connection with and upon the closing of the Merger, (i) Stephen Larson, a director of Ryerson, notified Ryerson of his intent to resign from the Ryerson Board of Directors (the “Board”), and (ii) Michael Siegal, age 72, will be appointed as the Chair of the Board. Effective February 13, 2026, Mr. Larson stepped down as a director of the Board and Mr. Siegal was appointed as a director and the Chair of the Board.

Mr. Larson’s resignation is not the result of any disagreements with Ryerson relating to Ryerson’s operations, policies or practices. The disclosures set forth under Item 5.02 of the Prior Form 8-K are incorporated herein by reference.

Director Appointments

On the Closing Date, the Board increased the size of the Board from eight directors to 11 directors and elected (i) Mr. Siegal as a member of the Board, (ii) Richard T. Marabito as a member of the Board, (iii) Richard Stovsky as a member of the Board and is expected to be appointed as a member of the Audit Committee and (iv) Peter Scott as a member

of the Board and is expected to be appointed as a member of the Nominating and Corporate Governance Committee (collectively, the “New Directors” and each, a “New Director”) as directors of Ryerson to fill the vacancies created by such increase and Mr. Larson’s resignation.

Mr. Siegal joined the board of directors of Olympic (the “Olympic Board”) in 1984. He served as the Executive Chairman of the Olympic Board from January 2019 until the Effective Time after serving as Chief Executive Officer of Olympic from 1984 until December 2018 and in the role of Chairman of the Olympic Board since 1994. Since 2018, Mr. Siegal has served on the board of directors of Twin City Fan. He also serves on the board of directors of the Development Corporation for Israel and is the immediate past Chair of the Board of Trustees of the Jewish Agency for Israel. Mr. Siegal currently serves as the volunteer President of Maccabi World Union, a global Jewish sports organization. Mr. Siegal has previously served on the board of directors of the Metals Service Center Institute, a North American metals industry trade association, Cleveland-Cliffs, Inc., University Hospitals of Cleveland and the Rock & Roll Hall of Fame. He also previously served as the Board Chair of the Jewish Federation of North America and the Jewish Federation of Cleveland. With over 40 years of executive experience at Olympic, Mr. Siegal possesses proven managerial skills and firsthand knowledge of nearly every aspect of Olympic’s business operations.

Pursuant to that certain Letter Agreement, dated as of October 28, 2025, by and among Ryerson, Olympic, and Mr. Siegal (the “Board Chair Letter Agreement”) (incorporated by reference to Exhibit 10.1 of the Prior Form 8-K), Mr. Siegal was appointed Chair of the Board. In connection with and effective upon such appointment at the Closing Date, Mr. Siegal will receive an annual base compensation of $500,000, effective upon his appointment as Chairman on the Closing Date, subject to increase (and not to reduction without his consent), in lieu of any other board compensation. As consideration for the appointment to Chair of the Board, and as set forth in the Board Chair Letter Agreement, Mr. Siegal agreed to waive any right to submit a notice of “Good Reason” termination and/or claim severance under his existing Management Retention Agreement with Olympic or under any other agreement or plan of Olympic or its subsidiaries. Except as expressly modified by the Board Chair Letter Agreement, the foregoing agreements and plans remain in full force and effect, and Mr. Siegal retains all rights thereunder with respect to future changes not described in the Board Chair Letter Agreement. The foregoing description of the Board Chair Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Board Chair Letter Agreement, which is incorporated by reference to Exhibit 10.1 of the Prior Form 8-K.

There are no arrangements or understandings between Mr. Siegal and any other persons pursuant to which he was selected to be the Chair of the Board, other than as set forth in the Merger Agreement and the Board Chair Letter Agreement. There are no family relationships between Mr. Siegal and any previous or current officers or directors of Ryerson. Pursuant to the Merger Agreement, on the Closing Date, Ryerson appointed Zachary Siegal, the son of Mr. Siegal, as the Senior Vice President, Business Development of Ryerson. Zachary Siegal will be compensated in a manner that is appropriate for his responsibilities and experience. Except as set forth herein, there are no related party transactions with respect to Mr. Siegal reportable under Item 404(a) of Regulation S-K.

Mr. Stovsky joined the Olympic Board in 2020. Mr. Stovsky retired from PricewaterhouseCoopers LLP, a professional services organization, in 2018. Mr. Stovsky joined PricewaterhouseCoopers in 1983 and held positions of increasing responsibility, and served most recently as a Vice Chairman from 2015 to 2018. Mr. Stovsky has served on the Board of Encore Capital Group, Inc., an international specialty finance company providing debt recovery solutions and other related services for consumers across a broad range of financial assets, since 2018 and has served as its Audit Committee Chair since 2019. Mr. Stovsky serves as the Audit Committee Chair and is a member of the Executive Committee of The Cleveland Museum of Art, serves as the Treasurer and as a member of the Executive Committee of The Bluecoats of Cuyahoga County, is the Treasurer and a member of the executive committee of the 50 Club of Cleveland, and serves as the Audit Committee Chair and is a current Trustee of the Cleveland Orchestra and Musical Arts Association. In addition, Mr. Stovsky is a Director and Audit Committee Chair of the Cleveland Foundation. Mr. Stovsky’s extensive experience working with public company audit committees, with an understanding of the attributes of high performing audit committees and key success factors for audit committee performance, qualify him to serve as a Director of Ryerson.

Mr. Scott joined the Olympic Board in 2025. Mr. Scott founded Headwall Partners, an independent investment banking firm focused on the steel, metals and mining industries in 2016 and currently serves as the managing partner. Mr. Scott previously served as Managing Director and Americas Head of Industrials, Global Head of Steel & Metals, and Americas Head of Mining from 2003 to 2016 of Jefferies Group LLC, a multinational investment bank and financial services company. From 1997 to 2003, he served as Executive Director and Americas Head of Metals at

Morgan Stanley. Mr. Scott earned a Master of Business Administration with a concentration in Finance from the University of Chicago Booth School of Business and a Bachelor of Arts in English Literature and a Bachelor of Science in Industrial Engineering from Lehigh University. Mr. Scott brings vast experience and expertise from the metals and financial services industries and valuable merger and acquisition experience to the Board.

Each of the New Directors will hold office as a director on the Board from the Closing Date until Ryerson’s next annual meeting of stockholders or until a successor is elected and qualified or until their earlier resignation or removal.

There are no arrangements or understandings between Mr. Marabito and any other persons pursuant to which he was selected to be a New Director, President and Chief Operating Officer, other than as set forth in the Merger Agreement and the COO Letter Agreement (as defined below). There are no family relationships between Mr. Marabito and any previous or current officers or directors of Ryerson. Except as set forth herein, there are no related party transactions with respect to Mr. Marabito reportable under Item 404(a) of Regulation S-K.

Except for Mr. Siegal and Mr. Marabito, (i) none of the New Directors have a direct or indirect interest in any transaction with Ryerson that would qualify as a related party transaction under Item 404(a) of Regulation S-K; and (ii) there is no arrangement or understanding between any New Director and any other person pursuant to which the New Director was selected as a director except for the Merger Agreement.

Officer Appointments

On the Closing Date, the Board appointed Richard Marabito as President and Chief Operating Officer of Ryerson.

Richard Marabito, age 62, joined the Olympic board of directors in 2019 and he served as Olympic’s Chief Executive Officer since January 2019 until the Effective Time. From March 2000 through December 2018, he served as Olympic’s Chief Financial Officer. He joined Olympic in 1994 as Corporate Controller and served in this capacity until March 2000. He also served as Treasurer from 1994 through 2002 and again from 2010 through 2012. Prior to joining Olympic, Mr. Marabito served as Corporate Controller for a publicly traded wholesale distribution company and was employed by a national accounting firm in its audit department. Mr. Marabito is the past Chair and director of the MSCI. He currently serves on the Board of the American Iron and Steel Institute and on the Board of Trustees for the University of Mount Union. Since August 2021, he has served on the Board and currently serves as the Chair of the Audit Committee of CBIZ, Inc., one of the nation’s top providers of accounting, tax and advisory services. He served as a board member of the Make-A-Wish Foundation of Ohio, Kentucky and Indiana and was past Chair of its Northeast Ohio regional board. With years of experience at Olympic, Mr. Marabito brings to Ryerson a wealth of knowledge concerning business operations and the competitive landscape of the metals industry.

Pursuant to that certain letter agreement, dated as of October 28, 2025, by and among, Ryerson, Olympic, and Mr. Marabito (the “COO Letter Agreement”), Mr. Marabito is entitled to the following payments and benefits: (i) an initial annual base salary of $975,000, subject to adjustment (but not reduction without his consent) at the discretion of the Board or an authorized committee; (ii) for fiscal year 2026, an annual cash incentive opportunity determined in accordance with the principles set forth in Exhibit A to the COO Letter Agreement, subject to continued employment through the payment, and beginning in fiscal year 2027, eligibility to participate in an annual cash incentive plan on the same basis as similarly situated employees of Ryerson, with target bonus opportunities commensurate with his role, as reasonably determined by the Board or an authorized committee; (iii) a 2026 long-term incentive award of Ryerson restricted stock units with a grant date fair value of no less than $1,100,000, subject to compensation committee approval, and beginning in fiscal year 2027, eligibility to participate in Ryerson’s long-term incentive plan on the same basis as similarly situated executives of Ryerson; (iv) a one-time sign-on restricted stock unit award with a grant date fair value of up to $3,880,000, provided, that in no event will the number of shares underlying the Sign On RSU grant relate to less than 150,496 shares of the Company or more than 169,309 shares of the Company, which will vest on the third anniversary of the Closing Date, subject to continued employment (the “Sign-On RSU”); and (v) employee benefits and perquisites that are at least as favorable as those provided to Mr. Marabito prior to the Closing Date, including medical, dental, disability, and life insurance benefits and 401(k) contributions, a car and cell phone allowance of $2,200 per month, reimbursement of up to $10,000 per year for personal tax preparation and financial services fees, and payment of country club dues; and beginning in fiscal year 2027, Mr. Marabito may participate in Ryerson’s standard executive benefit programs, and certain perquisites may be replaced with a one-time base salary adjustment equal to their cost. Following the Closing Date, Mr. Marabito remains eligible to receive the same severance payments and benefits set forth in the Olympic Steel, Inc. Key Executive Severance Benefit Plan, subject to its terms. In consideration of his appointment and the Sign-On RSU, Mr. Marabito agreed to certain acknowledgements regarding “Good Reason,” including a waiver of the right to claim “Good Reason” based on

changes to reporting structure, authority, duties, position, responsibilities, or reasonable travel requirements, and acknowledged that commencing participation in Ryerson’s compensation and benefit plans will not constitute “Good Reason.” Mr. Marabito’s employment is at-will.

Mr. Marabito’s Sign-On RSUs were granted as a material inducement for Mr. Marabito to join Ryerson and, in reliance on NYSE Listed Company Manual Rule 303A.08, will be subject to an individual stand-alone award agreement and will not reduce the share reserve remaining under the Ryerson Holding Corporation Second Amended and Restated 2014 Omnibus Incentive Plan, as amended and restated (the “Ryerson Stock Plan”). The foregoing description of the COO Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the COO Letter Agreement, which is filed as Exhibit 10.5 to this Current Report and incorporated herein by reference.

Compensatory Arrangements of Principal Officers

Effective as of the Closing Date, Ryerson assumed the Olympic Steel Stock Plan, the Assumed RSU Awards, and the Olympic Steel Phantom Awards, subject to applicable adjustments in the manner set forth in the Merger Agreement. In addition, the Olympic Steel Stock Plan was amended to reflect Ryerson’s sponsorship of the plan following the Closing Date and to provide that no additional awards may be granted under the Olympic Steel Stock Plan. The Olympic Steel Stock Plan was previously approved by the Olympic Steel stockholders. Except as otherwise provided herein, a general description of the Olympic Steel Stock Plan is set forth in Olympic’s 2021 definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 26, 2021, under the caption “Approval of Amendment to the Olympic Steel, Inc. Amended and Restated 2007 Omnibus Incentive Plan to Increase the Number of Shares of Common Stock Issuance Thereunder by 400,000 Shares,” which description is incorporated herein by reference.

On February 12, 2026, the Board approved Amendment No. 1 (the “Amendment”) to the Ryerson Stock Plan, effective as of, and subject to, the closing of the Merger. The Amendment provides that the number of shares of Ryerson Common Stock that may be granted under the Ryerson Stock Plan will be increased by 375,559 (after applying the Exchange Ratio) in addition to the shares of Ryerson Common Stock previously reserved for issuance under the Ryerson Stock Plan. The additional shares of Ryerson Common Stock reserved for issuance under the Ryerson Stock Plan pursuant to the Amendment were originally shares available for issuance under the Olympic Steel Stock Plan as of the Effective Time, as adjusted to reflect the consummation of the transactions contemplated by the Merger Agreement. The additional shares may be utilized for equity-based awards to be granted under the Ryerson Stock Plan; provided, that (i) the period during which such shares are available under the Ryerson Stock Plan may not be extended beyond the period during which they would have been available under the Olympic Steel Stock Plan, absent the Merger, and (ii) such equity-based awards may not be granted to individuals who were employees, directors or consultants of Ryerson or its affiliates at the time the Merger was consummated.

Each of the assumption of the Olympic Steel Stock Plan and the adoption of the Amendment was made pursuant to the exception from the NYSE’s stockholder approval requirements for plans or arrangements relating to a merger or acquisition set forth in Section 303A.08 of the NYSE Listed Company Manual.

The foregoing descriptions of the Olympic Steel Stock Plan and the Amendment do not purport to be complete, and are qualified in their entirety by reference to the full text of each of the Olympic Steel Stock Plan and the Amendment, respectively, which are filed herewith as Exhibit 10.2 and Exhibit 10.3, respectively.

Item 7.01 Regulation FD Disclosure.

On February 13, 2026, Ryerson issued a press release announcing, among other things, the consummation of the Merger (the “Closing Press Release”). A copy of the Closing Press Release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Ryerson announced in the Closing Press Release that, in connection with the Merger Agreement, it will change the ticker symbol on the New York Stock Exchange for its common stock from “RYI” to “RYZ”. The ticker symbol changes will be effective upon the opening of the markets on February 24, 2026. Ryerson’s common stock will continue to be listed on the New York Stock Exchange, and its CUSIP will remain unchanged.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On February 13, 2026, the Board declared a first quarter dividend of $0.1875 per share of Ryerson Common Stock payable on March 19, 2026 to stockholders of record as of March 5, 2026. Future quarterly dividends, if any, will be subject to Board approval. Ryerson sponsors the Ryerson Pension Plan. In addition, Ryerson’s wholly owned subsidiary, Central Steel and Wire Company, LLC, sponsors the Central Steel & Wire Company Retirement Plan.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements of Olympic as of December 31, 2024 and 2023 and for each of the fiscal years ended December 31, 2024, 2023 and 2022, and the notes related thereto, are filed as Exhibit 99.2 hereto and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Olympic as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024, and the notes related thereto, are filed as Exhibit 99.3 hereto and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report no later than 71 calendar days after the date on which this Current Report was required to be filed.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of October 28, 2025, by and among Ryerson Holding Corporation, Crimson MS Corp., and Olympic Steel, Inc. (incorporated by reference to Exhibit 2.1 of Ryerson Holding Corporation’s Current Report on Form 8-K, dated October 30, 2025).
10.1*		Amendment No. 7, dated as of February 13, 2026, to Credit Agreement dated as of July 24, 2015, among Ryerson Holding Corporation, Joseph T. Ryerson & Son, Inc., Ryerson Canada, Inc., and each of the other borrowers and guarantors, the lenders party thereto, and Bank of America, N.A., as the administrative agent and collateral agent.
10.2		Olympic Steel, Inc. Amended and Restated 2007 Omnibus Incentive Plan, as amended and restated effective February 13, 2026.
10.3		Amendment No. 1 to the Ryerson Holding Corporation Second Amended and Restated 2014 Omnibus Incentive Plan.
10.4		Letter Agreement, dated as of October 28, 2025, by and among Ryerson Holding Corporation, Olympic Steel, Inc., and Michael Siegal (incorporated by reference to Exhibit 10.1 of Ryerson Holding Corporation’s Current Report on Form 8-K, dated October 30, 2025).
10.5		Letter Agreement, dated as of October 28, 2025, by and among Ryerson Holding Corporation, Olympic Steel, Inc., and Richard Marabito (incorporated by reference to Exhibit 10.2 of Ryerson Holding Corporation’s Current Report on Form 8-K, dated October 30, 2025).
23.1		Consent of Grant Thornton LLP.
99.1		Press Release of Ryerson Holding Corporation, dated February 13, 2026.
99.2		Audited consolidated financial statements of Olympic Steel, Inc. as of December 31, 2024 and 2023 and for each of the fiscal years ended December 31, 2024, 2023 and 2022, and the notes related thereto.
99.3		Unaudited condensed consolidated financial statements of Olympic Steel, Inc. as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024, and the notes related thereto.
104		Cover Page Interactive Data File (formatted in Inline XBRL).

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) and (a)(6) of Regulation S-K. Ryerson hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.

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 hereunto duly authorized.

				RYERSON HOLDING CORPORATION
Date: February 13, 2026				By:		/s/ James J. Claussen
				Name: James J. Claussen Title: Executive Vice President and Chief Financial Officer

Exhibit 99.1

Ryerson and Olympic Steel Announce

Successful Closing of Merger

(Chicago and Cleveland – February 13^th, 2026) – Ryerson Holding Corporation (NYSE: RYI), a leading value-added processor and distributor of industrial metals, and Olympic Steel, Inc. (formerly NASDAQ: ZEUS), a leading U.S. metals service center, together announce that they have successfully merged as of today. Ryerson is issuing 1.7105 shares of Ryerson common stock for every share of Olympic Steel common stock, after which former shareholders of Olympic Steel will hold approximately 37% of Ryerson.

The merger of these two companies enhances Ryerson’s presence as the second-largest North American metals service center and represents a highly compatible strategic match as Olympic Steel brings its complementary footprint, capabilities, and product offerings into Ryerson’s intelligently interconnected network of value-added service centers. The combined company expects to generate approximately $120 million in annual synergies by early 2028 majorly via procurement, scale, efficiency gains, commercial portfolio enhancements, and footprint optimization. Moving forward, the Company expects to report progress on synergy attainment on a quarterly basis.

As of February 24^th, the company will trade on the New York Stock Exchange as Ryerson Holding Corporation under the ticker “RYZ,” which will honor both companies’ former tickers and reflect the unification of their respective legacies and go-forward mission.

Effective as of today, Eddie Lehner remains as Chief Executive Officer of Ryerson and Richard T. Marabito, former CEO of Olympic Steel, has been appointed as President and Chief Operating Officer of Ryerson. Jim Claussen, Executive Vice President & Chief Financial Officer of Ryerson, will continue to serve in his role for Ryerson. Richard A. Manson, formerly Chief Financial Officer of Olympic Steel, has been appointed Senior Vice President of Finance for Ryerson and will lead the transition and synergy attainment efforts. Andrew Greiff, formerly President and Chief Operating Officer of Olympic Steel, will now serve as Executive Vice President – Ryerson & President – Olympic Steel. Mark Silver, Ryerson’s Executive Vice President, General Counsel & Chief HR Officer, will serve Ryerson as Executive Vice President, Chief Legal & Risk Officer. Molly Kannan, Ryerson’s Corporate Controller and Chief Accounting Officer, will continue to serve in such role.

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“The union of Ryerson and Olympic Steel unlocks tremendous growth opportunities across our now combined network of service centers, family of companies, and brands,” said Eddie Lehner. “The augmented network density, product diversity, and service offerings promises a customer experience with greater speed to market, wider selection of products and services, and consistency of high value-added experiences. For our stockholders, we expect the merger will strengthen our ability to improve our quality of earnings through the cycle with accretive margins, strong free cash flow potential, an improved leverage profile, and approximately $120 million in attainable synergies all leading to enhanced shareholder value.”

“It’s also deeply gratifying uniting two organizations with immense mutual respect, complementary businesses, and compatibility of values,” continued Lehner. “My admiration for the Olympic leadership team and organization has only deepened over these past several months leading up to the closing and I look forward to our work together of shared mission and purpose to deliver all of the value this deal has to offer our customers, employees, and stockholders.”

Richard T. Marabito said, “We believe this merger represents an incredible opportunity to accelerate our growth commercially as we will be able to cross-sell processing capabilities, expand geographically, and strengthen the utilization of shared assets, all of which will improve the service experience for both contract and transactional customers. In addition, we could not be more confident in our procurement, efficiency, and optimization synergies, especially considering the scale of our combined business.”

“On top of all of this,” continued Marabito, “We are also excited to bring our talents together at a time when both of our organizations are ending historically high investment cycles, have established strong balance sheets, and are experiencing what we believe to be the inflection of a manufacturing demand cycle. We are looking forward to joining forces with the Ryerson team, getting to work, and realizing our extraordinary potential together.”

Michael D. Siegal, formerly Executive Chairman of Olympic Steel’s Board of Directors, has been appointed chairman of the Ryerson Board of Directors (“Board”). Three additional Olympic Steel Board members, Richard T. Marabito, Richard P. Stovsky, and Peter J. Scott, were found mutually satisfactory and have been appointed to the combined 11-member Board.

Michael Siegal said, “I would like to congratulate and thank both management teams for achieving what is an important, historic event not only for Olympic Steel and Ryerson, but also for the metal service center industry. I look forward to leading the expanded Board and guiding the combined company into this new era of value creation for all stakeholders.”

The Board approved grants of restricted stock units, effective as of February 13, 2026, to each of Richard T. Marabito, Andrew S. Greiff, and Richard A. Manson, in connection with Ryerson’s acquisition of Olympic Steel, Inc. The restricted stock units are subject to the terms of Ryerson’s Second Amended and Restated 2014 Omnibus Incentive Plan, as amended, but were granted outside of the plan as an inducement material to the acceptance of employment by Messrs. Marabito, Greiff, and Manson with Ryerson, in accordance with NYSE Listing Rule 303A.08.

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The inducement award to Mr. Marabito consists of a grant of restricted stock units with a grant date fair value of approximately $3,880,000, but relating to no less than 150,496 shares and no more than 169,309 shares. The inducement award to Mr. Grieff consists of a grant of restricted stock units with a grant date fair value of approximately $2,430,000, but relating to no less than 94,254 shares and no more than 106,036 shares. The inducement award to Mr. Manson consists of a grant of restricted stock units with a grant date fair value of approximately $1,940,000, but relating to no less than 75,248 shares and no more than 84,654 shares. The restricted stock units will vest in full on the third anniversary of the grant date, subject to continued service through the vesting date and the other terms and conditions set forth in the inducement award agreements. Vesting of the inducement awards will be accelerated upon the occurrence of certain events as set forth in the award agreements evidencing the grants.

Ryerson is providing this information in accordance with NYSE Listing Rule 303A.08.

About Ryerson

Ryerson is a leading value-added processor and distributor of industrial metals, with operations in the United States, Canada, Mexico, and China. Founded in 1842, Ryerson has around 4,300 employees in 106 locations. Visit Ryerson at www.ryerson.com.

About Olympic Steel

Founded in 1954, Olympic Steel is a leading U.S. metals service center focused on the direct sale and value-added processing of carbon and coated sheet, plate and coil steel 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, including stainless steel bollards; commercial, residential, and industrial venting and air filtration systems; Wright^® brand self-dumping hoppers; and metal canopy components. Headquartered in Cleveland, Ohio, Olympic Steel operates from 53 facilities. For additional information, please visit https://www.olysteel.com.

Safe Harbor Provision

This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. Forward-looking statements are not statements of historical fact and reflect Ryerson’s current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the merger involving Ryerson and Olympic Steel, including future financial and operating results, expected synergies, Ryerson’s plans, objectives, expectations, and intentions, and other statements that are not historical facts. No assurances can be given that the forward-looking statements contained in this

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communication will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates, and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the risk that the businesses will not be integrated successfully or will be more costly or difficult than expected; the risk that the cost savings and any other synergies may not be fully realized or may take longer to realize than expected, or that the transaction may be less accretive than expected; the risk that the merger will not provide stockholders with increased earnings potential; the risk that increases to earnings, margins, and cash flows may not be as large as expected or may not occur at all; Ryerson and Olympic Steel may not be able to increase commercial growth, cross-sell, or expand geographically, and scale the combined business as expected; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the merger; the risk of adverse reactions or changes to business or employee relationships resulting from the merger; adverse economic conditions; highly cyclical fluctuations resulting from, among others, seasonality, market uncertainty, and costs of goods sold; the combined company’s ability to remain competitive and maintain market share in the highly competitive and fragmented metals distribution industry; managing the costs of purchased metals relative to the price at which each company sells its products during periods of rapid price escalation or deflation; customer, supplier, and competitor consolidation, bankruptcy, or insolvency; the impairment of goodwill that could result from, among other things, volatility in the markets in which each company operates; the impact of geopolitical events; future funding for postretirement employee benefits may require substantial payments from current cash flow; the regulatory and other operational risks associated with our operations located outside of the United States; the adequacy of each company’s efforts to mitigate cyber security risks and threats; reduced production schedules, layoffs, or work stoppages by each company, its suppliers’, or customers’ personnel; any underfunding of certain employee retirement benefit plans and the actual costs exceeding current estimates; prolonged disruption of each company’s processing centers; failure to manage potential conflicts of interest between or among customers or suppliers of each company; unanticipated changes to, or any inability to hire and retain key personnel at either company; currency exchange rate fluctuations; the incurrence of substantial costs of liabilities to comply with, or as a result of, violations of environmental laws; the risk of product liability claims; Ryerson’s indebtedness or covenants in the instruments governing such indebtedness; the influence of a single investor group over the company’s policies and procedures; and other risks inherent in Ryerson’s business and other factors described in Ryerson’s filings with the Securities and Exchange Commission. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Ryerson. If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

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Forward-looking statements are based on the estimates and opinions of management as of the date of this communication; subsequent events and developments may cause their assessments to change. Ryerson does not undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law and they specifically disclaim any obligation to do so. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Media and Investor contact:

investorinfo@ryerson.com

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Exhibit 99.2

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Olympic Steel, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Olympic Steel, Inc. (an Ohio corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2019.

Cleveland, Ohio

February 21, 2025

Olympic Steel, Inc.

Consolidated Statements of Comprehensive Income

For The Years Ended December 31,

(in thousands, except per share data)

		2024				2023				2022
Net sales		$	1,941,672			$	2,158,163			$	2,559,990
Costs and expenses
Cost of materials sold (excludes items shown separately below)			1,490,491				1,684,663				2,073,930
Warehouse and processing			128,770				122,212				104,668
Administrative and general			113,044				122,239				114,004
Distribution			67,467				66,979				60,529
Selling			46,643				41,436				40,174
Occupancy			17,268				16,520				13,200
Depreciation			24,548				21,545				17,285
Amortization			5,582				4,898				2,453
Total costs and expenses			1,893,813				2,080,492				2,426,243
Operating income			47,859				77,671				133,747
Other loss, net			93				78				45
Income before interest and income taxes			47,766				77,593				133,702
Interest and other expense on debt			16,461				16,006				10,080
Income before income taxes			31,305				61,587				123,622
Income tax provision			8,325				17,058				32,691
Net income		$	22,980			$	44,529			$	90,931
Gain (loss) on cash flow hedges			199				(1,693	)			4,409
Tax effect of hedges			(50	)			423				(1,102	)
Total comprehensive income		$	23,129			$	43,259			$	94,238
Net income per share—basic		$	1.97			$	3.85			$	7.87
Weighted average shares outstanding—basic			11,677				11,573				11,551
Net income per share—diluted		$	1.97			$	3.85			$	7.87
Weighted average shares outstanding—diluted			11,677				11,578				11,559
Dividends declared per share of common stock		$	0.60			$	0.50			$	0.36

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

Olympic Steel, Inc.

Consolidated Balance Sheets

As of December 31,

(in thousands)

		2024				2023
Assets
Cash and cash equivalents		$	11,912			$	13,224
Accounts receivable, net			166,149				191,149
Inventories, net (includes LIFO reserves of $6,341 and of $12,043 as of December 31, 2024 and 2023, respectively)			390,626				386,535
Prepaid expenses and other			11,904				12,261
Total current assets			580,591				603,169
Property and equipment, at cost			519,702				483,448
Accumulated depreciation			(315,866	)			(297,340	)
Net property and equipment			203,836				186,108
Goodwill			83,818				52,091
Intangible assets, net			118,111				92,621
Other long-term assets			21,204				16,466
Right-of use assets, net			36,936				34,380
Total assets		$	1,044,496			$	984,835
Liabilities
Accounts payable		$	80,743			$	119,718
Accrued payroll			24,184				30,113
Other accrued liabilities			21,846				22,593
Current portion of lease liabilities			5,865				7,813
Total current liabilities			132,638				180,237
Credit facility revolver			272,456				190,198
Other long-term liabilities			22,484				20,151
Deferred income taxes			11,049				11,510
Lease liabilities			31,945				27,261
Total liabilities			470,572				429,357
Commitments and contingencies (Note 14)
Shareholders’ Equity
Preferred stock, without par value, 5,000 shares authorized, no shares issued or outstanding			—				—
Common stock, without par value, 20,000 shares authorized; 11,136 and 11,133 issued; 11,136 and 11,133 shares outstanding			138,538				136,541
Accumulated other comprehensive income			190				41
Retained earnings			435,196				418,896
Total shareholders’ equity			573,924				555,478
Total liabilities and shareholders’ equity		$	1,044,496			$	984,835

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

Olympic Steel, Inc.

Consolidated Statements of Cash Flows

For The Years Ended December 31,

(in thousands)

		2024				2023				2022
Net income		$	22,980			$	44,529			$	90,931
Adjustments to reconcile net income to net cash from (used for) operating activities -
Depreciation and amortization			30,913				27,176				20,206
Loss (gain) on disposition of property and equipment			199				(133	)			(2,185	)
Stock-based compensation			1,997				1,817				1,297
Other long-term assets			(7,922	)			(1,257	)			1,304
Deferred income taxes and other long-term liabilities			5,747				8,950				235
			53,914				81,082				111,788
Changes in working capital:
Accounts receivable			27,166				44,576				64,781
Inventories			(640	)			51,538				68,098
Prepaid expenses and other			357				(2,324	)			792
Accounts payable			(39,567	)			10,568				(52,274	)
Change in outstanding checks			429				1,576				5,071
Accrued payroll and other accrued liabilities			(7,980	)			(11,857	)			(12,403	)
			(20,235	)			94,077				74,065
Net cash from operating activities			33,679				175,159				185,853
Cash flows from (used for) investing activities:
Acquisitions			(80,000	)			(169,768	)			—
Capital expenditures			(29,487	)			(21,326	)			(19,854	)
Proceeds from disposition of property and equipment			61				251				3,293
Net cash used for investing activities			(109,426	)			(190,843	)			(16,561	)
Cash flows from (used for) financing activities:
Credit facility revolver borrowings			681,852				743,030				685,269
Credit facility revolver repayments			(599,594	)			(718,490	)			(847,375	)
Principal payments under finance lease obligation			(990	)			(1,039	)			(703	)
Credit facility fees and expenses			(153	)			(1,216	)			(100	)
Dividends paid			(6,680	)			(5,566	)			(4,006	)
Net cash from (used for) financing activities			74,435				16,719				(166,915	)
Cash and cash equivalents:
Net change			(1,312	)			1,035				2,377
Beginning balance			13,224				12,189				9,812
Ending balance		$	11,912			$	13,224			$	12,189

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

Olympic Steel, Inc.

Supplemental Disclosures of Cash Flow Information

For The Years Ended December 31,

(in thousands)

		2024				2023				2022
Interest paid		$	15,273			$	14,965			$	9,635
Income taxes paid		$	10,045			$	13,603			$	33,404

The Company incurred new leasing obligations of $0.8 million, $15.0 million and $5.5 million during the years ended December 31, 2024, 2023 and 2022, respectively. These non-cash transactions have been excluded from the Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022.

The accompanying notes are an integral part of these consolidated statements

Olympic Steel, Inc.

Consolidated Statements of Shareholders’ Equity

For The Years Ended December 31,

(in thousands)

		Common Stock				Accumulated Other Comprehensive Income				Retained Earnings				Total Equity
Balance at December 31, 2021		$	133,427			$	(1,996	)		$	293,008			$	424,439
Net income		$	—			$	—			$	90,931			$	90,931
Payment of dividends			—				—				(4,006	)			(4,006	)
Stock-based compensation			1,297				—				—				1,297
Change in fair value of hedges			—				3,307				—				3,307
Balance at December 31, 2022		$	134,724			$	1,311			$	379,933			$	515,968
Net income		$	—			$	—			$	44,529			$	44,529
Payment of dividends			—				—				(5,566	)			(5,566	)
Stock-based compensation			1,817				—				—				1,817
Change in fair value of hedges			—				(1,270	)			—				(1,270	)
Balance at December 31, 2023		$	136,541			$	41			$	418,896			$	555,478
Net income		$	—			$	—			$	22,980			$	22,980
Payment of dividends			—				—				(6,680	)			(6,680	)
Stock-based compensation			1,997				—				—				1,997
Change in fair value of hedges			—				149				—				149
Balance at December 31, 2024		$	138,538			$	190			$	435,196			$	573,924

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

Olympic Steel, Inc.

Notes to Consolidated Financial Statements

For The Years Ended December 31, 2024, 2023 and 2022

1. Summary of Significant Accounting Policies:

Nature of Business

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 Company 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 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 products segment has expanded its geographic 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 and steel and stainless-steel dump inserts for pickup truck and service truck beds. Through the acquisition of Metal-Fab, Inc. (Metal-Fab) on January 3, 2023, the carbon flat products segment further expanded its product offerings to include venting, micro air and clean air products for residential, commercial and industrial applications. With the recent acquisition of Metal Works, LLC (Metal Works) 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 product 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. Through the acquisition of Central Tube and Bar, Inc. (CTB) on October 2, 2023, the tubular and pipe products segment further expanded its geographic footprint and extended its value-added contract manufacturing capabilities.

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.

Principles of Consolidation and 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), after elimination of intercompany accounts and transactions.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration Risks

The Company is a major customer of flat-rolled coil and plate and tubular and pipe steel for many of its principal suppliers, but is not dependent on any one supplier. The Company purchased approximately 38%, 40% and 39% of its total steel tonnage requirements from its three largest suppliers in 2024, 2023 and 2022, respectively.

The Company has a diversified customer and geographic base, which reduces the inherent risk and cyclicality of its business. The concentration of net sales to the Company’s top 20 customers approximated 28%, 29% and 26% of consolidated net sales in 2024, 2023 and 2022, respectively. In addition, the Company’s largest customer accounted for approximately 3% of consolidated net sales in each of 2024, 2023 and 2022. Sales to industrial machinery and equipment manufacturers and their fabricators accounted for 49%, 48% and 52% of consolidated net sales in 2024, 2023 and 2022, respectively.

Cash and Cash Equivalents

Cash equivalents consist of short-term highly liquid investments, with a three month or less maturity, which are readily convertible into cash. The Company maintains cash levels in bank accounts that, at times, may exceed federally-insured limits. The Company has not experienced significant loss, and believe we are not exposed to significant risk of loss, in these accounts.

Fair Market Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the liability in an orderly transaction between market participants on the measurement date. Valuation techniques must maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company applies a fair value hierarchy that is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2- Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial instruments, such as cash and cash equivalents, accounts receivable, accounts payable and the credit facility, are stated at their carrying value, which is a reasonable estimate of fair value. The fair value of marketable securities is based on quoted market prices.

Allowance for Credit Losses

The Company’s allowance for credit losses is maintained at a level considered appropriate based on historical experience and specific customer collection issues that the Company has identified. Estimations are based upon the application of a historical collection rate to the outstanding accounts receivable balance, 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 the allowance for credit losses each quarter.

Inventory Valuation

Non-LIFO inventories are stated at the lower of its cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. LIFO inventories are stated at the lower of cost or market. Market is the estimated selling price in the ordinary course of business, less reasonable predictable costs of completion. Inventory costs include the costs of the purchased metals, inbound freight, external and internal processing and applicable labor and overhead costs.

Substantially all of the costs of the Company’s specialty metals and carbon flat products segments’ inventories, including flat-rolled sheet, coil and plate products are determined using the specific identification method.

Certain of the Company’s tubular and pipe products inventory is stated under the LIFO method. At December 31, 2024 and December 31, 2023, approximately $31.3 million, or 8.0% of consolidated inventory, and $38.2 million, or 9.9% of consolidated inventory, respectively, was reported under the LIFO method of accounting. The cost of the remainder of tubular and pipe product segment’s inventory is determined using a weighted average rolling first-in, first-out (FIFO) method.

On the Consolidated Statements of Comprehensive Income, “Cost of materials sold (exclusive of items shown separately below)” consists of the cost of purchased metals, inbound and internal transfer freight, external processing costs, and LIFO income or expense.

Property and Equipment, and Depreciation

Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from two to 30 years. The Company capitalizes the costs of obtaining or developing internal-use software, including directly related payroll costs. The Company amortizes those costs over five years, beginning when the software is ready for its intended use.

Intangible Assets and Recoverability of Long-lived Assets

The Company performs an annual impairment test of indefinite-lived intangible assets in the fourth quarter, or more frequently if changes in circumstances or the occurrence of events indicate potential impairment. Events or changes in circumstances that could trigger an impairment review include significant nonperformance relative to the expected historical or projected future operating results, significant changes in the manner of the use of the acquired assets or the strategy for the overall business or significant negative industry or economic trends. Management uses judgment to determine whether to use a qualitative analysis or a quantitative fair value measurement for each of the Company’s reporting units that carry intangible assets.

If a quantitative fair value measurement is used, the fair value of each indefinite-lived intangible asset is compared to its carrying value and an impairment charge is recorded if the carrying value exceeds the fair value. The Company estimates the fair value of indefinite-lived intangible assets using a discounted cash flow methodology. Management’s assumptions used for the calculations are based on historical results, projected financial information and recent economic events. Actual results could differ from these estimates under different assumptions or conditions, which could adversely affect the reported value of intangible assets.

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events or changes in circumstances that could trigger an impairment review include significant underperformance relative to the expected historical or projected future operating results, significant changes in the manner of the use of the acquired assets or the strategy for the overall business or significant negative industry or economic trends. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

Income Taxes

The Company records, as an offset to the estimated effect of temporary differences between the tax basis of assets and liabilities and the reported amounts in its consolidated balance sheets, the tax effect of operating loss and tax credit carryforwards. If the Company determines that it will not be able to fully realize a deferred tax asset, it will record a valuation allowance to reduce such deferred tax asset to its realizable value. The Company recognizes interest accrued related to unrecognized tax benefits in income tax expense. Penalties, if incurred, would be recognized as a component of administrative and general expense.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company had no material unrecognized tax benefits as of or during the year ended December 31, 2024. The Company expects no significant increases or decrease in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2024.

Revenue Recognition

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 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.

Sales returns and allowances are treated as reductions to sales and are provided for based on historical experience and current estimates and are immaterial to the consolidated financial statements.

Shipping and Handling Fees and Costs

Amounts charged to customers for shipping and other transportation services are included in net sales. The distribution expense line on the accompanying Consolidated Statements of Comprehensive Income is entirely comprised of all shipping and other transportation costs incurred by the Company in shipping goods to its customers.

Stock-Based Compensation

The Company records compensation expense for stock awards issued to employees and directors. For additional information, see Note 12, Equity Plans.

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 this ASU is to enhance transparency into the nature and function of income statement expenses. The amendments require 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. This 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 in the process of evaluating the effect of this new guidance 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 this ASU is to improve the information a reporting entity provides to users of financials 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. This ASU enhances disclosures regarding the rate reconciliation, income taxes paid and other items. This ASU is effective for annual periods beginning after December 15, 2024 for public business entities. The Company is not an early adopter of this guidance and its impacts are not included prospectively or retrospectively in the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure”. The objective of this ASU is to enhance the disclosures a public entity provides about their reportable segments. The ASU does not amend any of the existing guidance or requirements in Topic 280, Segment Reporting. Under this ASU, public entities must disclose incremental segment information on both an annual and interim basis. This ASU is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, applied retroactively. The adoption of this ASU in this Annual Report on Form 10-K did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. The objective of this ASU is to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Then in December 2022, the FASB issued ASU No. 2022-06, “Deferral of the Sunset Date of Topic 848,” which amends and extends the sunset date to December 31, 2024. We adopted this ASU in the first quarter of 2023 for the modification of the asset-based credit facility (the ABL Credit Facility) and the corresponding interest rate hedge. The adoption of the standard did not have a material impact on the Company’s Consolidated Financial Statements.

2. Acquisitions

On November 11, 2024, the Company acquired substantially all of the net assets of Metal Works for a cash purchase price of $80.0 million. Metal Works, headquartered in Oakwood, Georgia, is a manufacturer of service station canopies and the business also manufactures deck clips, long gutters, trim and boat docks, as well as solar canopy and ground racking components. During 2024, the Company incurred $0.2 million of direct acquisition-related costs, which are included in “Administrative and general” in the Consolidated Statements of Comprehensive Income.

On October 2, 2023, the Company acquired all membership interest of CTB. CTB, headquartered in Conway, Arkansas, is a fabricator of tube and bar products which services the transportation, agricultural, commercial furniture and data center construction industries. The Company paid total cash consideration of $40.3 million, consisting of a base purchase price of $37.8 million and a working capital adjustment of $2.5 million. During 2023, the Company incurred $0.9 million of direct acquisition-related costs, which are included in “Administrative and general” in the Consolidated Statements of Comprehensive Income.

On January 3, 2023, the Company acquired all the outstanding shares of capital stock of Metal-Fab. Metal-Fab, headquartered in Wichita, Kansas, is a manufacturer of venting, micro air and clean air products for residential and industrial applications. The Company paid total cash consideration of $131.2 million, consisting of a base purchase price of $131.0 million and a cash adjustment of $0.2 million. During 2023, the Company incurred $2.6 million of direct acquisition-related costs, which are included in “Administrative and general” in the Consolidated Statements of Comprehensive Income, and $2.1 million of non-recurring amortization of inventory fair market value adjustments, which are included in “Cost of materials sold” in the Consolidated Statements of Comprehensive Income.

Each acquisition was funded with borrowings under the ABL Credit Facility.

Purchase Price Allocation

The acquisitions were accounted for as business combinations and the assets and liabilities were valued at fair market value on the date of acquisition.

The final purchase price allocations presented below are based upon management’s estimate of the fair value of the acquired assets and assumed liabilities using Level 3 valuation techniques including income, cost and market approaches. The fair value estimates involve the use of estimates and assumptions, including, but not limited to, the timing and amounts of future cash flows, revenue growth rates, discount rates, and royalty rates. The table below summarizes the final purchase price allocations of the fair market values of the assets acquired and the liabilities assumed.

Details of Acquisition (in thousands)		Metal Works As of November 11, 2024				CTB As of October 2, 2023				Metal-Fab As of January 3, 2023
Assets acquired
Cash and cash equivalents		$	—			$	—			$	1,728
Accounts receivable, net			2,166				5,339				10,597
Prepaid expenses and other			2				—				740
Inventories, net			3,451				3,906				17,236
Property and equipment			13,662				16,193				20,408
Goodwill			31,727				8,401				33,194
Intangible assets			29,890				9,590				54,740
Right-of-use and other long-term assets			—				917				6,930
Total assets acquired			80,898				44,346				145,573
Total liabilities assumed			(898	)			(4,054	)			(14,369	)
Cash paid		$	80,000			$	40,292			$	131,204

The accompanying Consolidated Statements of Comprehensive Income include the revenues and expenses of Metal Works, CTB and Metal-Fab since November 11, 2024, October 2, 2023 and January 3, 2023, respectively. Metal Work’s and Metal-Fab’s operations are included within the carbon flat-rolled segment and CTB’s operations are included within the tubular and pipe segment. The combined net sales for the 2024 and 2023 acquisitions totaled $4.7 million and $110.3 million, respectively.

In connection with the acquisition of Metal Works, the Company identified and valued certain intangible assets, including the Metal Works trade name, internally developed technology and know-how, restrictive covenants and customer relationships. The intangible assets were valued on the premise of highest and best use to a market participant, primarily utilizing the income approach valuation methodology. The trade name intangible asset was valued at $5.2 million, and the useful life was determined to be indefinite primarily due to their history, reputation in the marketplace, the Company’s expectation that the trade name will continue to be used, and the conclusion that there are currently no other factors identified that would limit their useful life. The internally developed technology and know-how intangible asset was valued at $1.9 million, and the useful life was determined to be 10 years. The non-compete agreements intangible assets were valued at $0.9 million, and the useful life was determined to be the length of the non-compete agreements, or five years. The customer relationships intangible assets were valued at $21.9 million, and the useful life was determined to be 15 years, based primarily on the consistent and predictable revenue source associated with the existing customer base, the present value of which extends through the 15-year amortization period.

In connection with the acquisition of CTB, the Company identified and valued certain intangible assets, including the CTB trade name, internally developed technology and know-how, restrictive covenants and customer relationships. The intangible assets were valued on the premise of highest and best use to a market participant, primarily utilizing the income approach valuation methodology. The trade name intangible asset was valued at $4.0 million, and the useful life was determined to be indefinite primarily due to their history, reputation in the marketplace, the Company’s expectation that the trade name will continue to be used, and the conclusion that there are currently no other factors identified that would limit their useful life. The internally developed technology and know-how intangible asset was valued at $1.7 million, and the useful life was determined to be 10 years. The non-compete agreements intangible asset was valued at $0.4 million, and the useful life was determined to be the length of the non-compete agreements, or five years. The customer relationships intangible asset was valued at $3.5 million, and the useful life was determined to be 10 years, based primarily on the consistent and predictable revenue source associated with the existing customer base, the present value of which extends through the 10-year amortization period.

In connection with the acquisition of Metal-Fab, the Company identified and valued certain intangible assets, including the Metal-Fab trade name, internally developed technology and know-how, restrictive covenants and customer relationships. The intangible assets were valued on the premise of highest and best use to a market participant, primarily utilizing the income approach valuation methodology. The trade name intangible asset was valued at $11.5 million, and the useful life was determined to be indefinite primarily due to their history and reputation in the marketplace, the Company’s expectation that the trade name will continue to be used, and the conclusion that

there are currently no other factors identified that would limit their useful life. The internally developed technology and know-how intangible asset was valued at $5.3 million, and the useful life was determined to be 15 years. The non-compete agreements intangible asset was valued at $1.4 million, and the useful life was determined to be the length of the non-compete agreements, which range from two to five years. The customer relationships intangible asset was valued at $36.5 million, and the useful life was determined to be 26 years, based primarily on the consistent and predictable revenue source associated with the existing customer base, the present value of which extends through the 26-year amortization period.

Pro Forma Financial Information

The following pro forma summary of financial results presents the consolidated results of operations as if the Metal-Fab acquisition had occurred on January 1, 2022, after the effect of certain adjustments. The historical consolidated financial information has been adjusted to give effect of the impact of the consideration issued by the Company to Metal-Fab’s stockholders in connection with the acquisition and the effect of debt refinancing necessary to complete the transaction. The pro forma summary also includes certain purchase price accounting adjustments, including the items expected to have a continuing impact on combined results, such as depreciation and amortization expense on acquired assets. The pro forma combined financial information does not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from integration activities.

The pro forma results have been presented for comparative purposed only and are not indicative of what would have occurred had the acquisition been made on January 1, 2022, or of any potential results that may occur in the future. The Metal Works and CTB acquisitions were not considered to be material for a pro forma historical analysis.

		For the twelve months ended December 31, 2022
(in thousands, except per share amounts)		Historical OSI				Historical Metal-Fab				Pro Forma Adjustments				Pro Forma Combined
Pro forma:
Net sales		$	2,559,990			$	95,528			$	736			$	2,656,254
Net income (loss)			90,931				16,538				(12,850	)			94,619
Basic earnings per share			7.87				1.43				(1.11	)			8.19
Diluted earnings per share			7.87				1.43				(1.11	)			8.19

3. 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 tables below disaggregates the Company’s revenues by segment and products sold for the year ended December 31, 2024, 2023 and 2022, respectively.

		Disaggregated Revenue by Products Sold
		For the Twelve Months Ended December 31, 2024
		Carbon flat products				Specialty metals flat products				Tubular and pipe products				Total
Hot Rolled			28.0	%			—				—				28.0	%
Plate			11.2	%			—				—				11.2	%
Cold Rolled			4.3	%			—				—				4.3	%
Coated			12.4	%			—				—				12.4	%
Specialty			—				25.6	%			—				25.6	%
Pipe & Tube			—				—				17.3	%			17.3	%
Other			1.2	%			—				—				1.2	%
Total			57.1	%			25.6	%			17.3	%			100.0	%

		Disaggregated Revenue by Products Sold
		For the Twelve Months Ended December 31, 2023
		Carbon flat products				Specialty metals flat products				Tubular and pipe products				Total
Hot Rolled			28.8	%			—				—				28.8	%
Plate			12.9	%			—				—				12.9	%
Cold Rolled			4.0	%			—				—				4.0	%
Coated			10.3	%			—				—				10.3	%
Specialty			—				26.3	%			—				26.3	%
Pipe & Tube			—				—				17.1	%			17.1	%
Other			0.6	%			—				—				0.6	%
Total			56.6	%			26.3	%			17.1	%			100.0	%

		Disaggregated Revenue by Products Sold
		For the Twelve Months Ended December 31, 2022
		Carbon flat product				Specialty metals flat products				Tubular and pipe products				Total
Hot Rolled			29.8	%			—				—				29.8	%
Plate			13.3	%			—				—				13.3	%
Cold Rolled			4.7	%			—				—				4.7	%
Coated			4.5	%			—				—				4.5	%
Specialty			—				30.3	%			—				30.3	%
Pipe & Tube			—				—				16.7	%			16.7	%
Other			0.7	%			0.0	%			—				0.7	%
Total			53.0	%			30.3	%			16.7	%			100.0	%

4. Accounts Receivable:

Accounts receivable are presented net of allowances for credit losses and unissued credits of $3.7 million and $4.2 million as of December 31, 2024 and 2023, respectively. Credit loss expense totaled $0.3 million and $2.2 million in 2024 and 2022 respectively, and credit loss income totaled $0.4 million in 2023. 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 conditions 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.

5. Inventories:

Inventories consisted of the following:

		As of December 31,
(in thousands)		2024				2023
Unprocessed		$	273,668			$	282,565
Processed and finished			116,958				103,970
Total		$	390,626			$	386,535

At December 31, 2024 and December 31, 2023, approximately $31.3 million, or 8.0% of consolidated inventory, and $38.2, or 9.9% of consolidated inventory, respectively, was reported under the LIFO method of accounting.

During 2024, the Company recorded $5.7 million of LIFO income as a result of decreased metals pricing during 2024. The LIFO income increased the Company’s inventory balance and decreased its cost of materials sold. During 2023, the Company recorded $8.3 million of LIFO income as a result of decreased metals pricing during 2023. The LIFO income increased the Company’s inventory balance and decreased its cost of materials sold.

The Company’s tubular and pipe inventory quantities were reduced during 2024 and 2023, resulting in a liquidation of LIFO inventory layers (a LIFO decrement). A LIFO decrement results in the erosion of layers created in earlier years, and, therefore, a LIFO layer is not created for years that have decrements. For the years ended December 31, 2024 and 2023, the effect of the LIFO decrement impacted cost of materials sold by an immaterial amount.

If the FIFO method had been in use, inventories would have been $6.3 million and $12.0 million higher than reported at December 31, 2024 and 2023, respectively.

6. Property and Equipment:

Property and equipment consists of the following:

(in thousands)		Depreciable Lives				December 31, 2024				December 31, 2023
Land			—			$	18,161			$	16,676
Land improvements			5 - 10				4,825				4,685
Buildings and improvements			7 - 30				164,545				158,335
Machinery and equipment			2 - 15				275,006				254,777
Furniture and fixtures			3 - 7				6,932				6,849
Computer software and equipment			2 - 5				26,770				26,787
Vehicles			2 - 5				5,688				5,112
Financing lease			—				4,812				5,686
Construction in progress			—				12,963				4,541
							519,702				483,448
Less accumulated depreciation and accumulated amortization of financing leases							(315,866	)			(297,340	)
Net property and equipment						$	203,836			$	186,108

Leasehold improvements are included with buildings and improvements and are depreciated over the life of the lease or seven years, whichever is less.

Construction in progress as of December 31, 2024 and 2023 primarily consisted of payments for additional processing equipment, equipment and building upgrades to our existing facilities that were not yet placed into service.

7. Goodwill and Intangible Assets:

The Company’s intangible assets were recorded in connection with its acquisitions of Metal Works in 2024, CTB and Metal-Fab 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 (CTI) 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 December 31, 2024 and December 31, 2023, respectively. The goodwill is deductible for tax purposes.

(in thousands)		Carbon Flat Products					Specialty Metals Flat Products					Tubular and Pipe Products					Total
Balance as of December 31, 2022				1,065					9,431					—					10,496
Acquisitions				33,194					—					8,401					41,595
Impairments				—					—					—					—
Balance as of December 31, 2023			$	34,259				$	9,431				$	8,401				$	52,091
Acquisitions				31,727					—					—					31,727
Impairments				—					—					—					—
Balance as of December 31, 2024			$	65,986				$	9,431				$	8,401				$	83,818

Intangible assets, net, consisted of the following as of December 31, 2024 and 2023, respectively:

		As of Balance at December 31, 2024
(in thousands)		Gross Carrying Amount				Accumulated Amortization				Intangible 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

		As of December 31, 2023
(in thousands)		Gross Carrying Amount				Accumulated Amortization				Intangible Assets, Net
Customer relationships - subject to amortization		$	62,559			$	(15,084	)		$	47,475
Covenant not to compete - subject to amortization			2,339				(679	)			1,660
Technology and know-how - subject to amortization			7,000				(382	)			6,618
Trade name - not subject to amortization			36,868				—				36,868
		$	108,766			$	(16,145	)		$	92,621

The useful life of the customer relationships was determined to be ten to 26 years, based primarily on the consistent and predictable revenue source associated with the existing customer base, the present value of which extends through the amortization period. The useful life of the non-compete agreements was determined to be the length of the non-compete agreements, which range from two to five years. The useful life of the technology and know-how was determined to be 10 to 15 years. The useful life of the trade names was determined to be indefinite primarily due to their history and reputation in the marketplace, the Company’s expectation that the trade names will continue to be used, and the conclusion that there are currently no other factors identified that would limit their useful life. The Company will continue to evaluate the useful life assigned to its amortizable customer relationships and noncompete agreements in future periods.

During 2024, a qualitative test was performed for goodwill and the other indefinitely lived intangible assets and no indication of impairment was identified. During 2023, a quantitative test was performed for goodwill and the other indefinitely lived intangible assets and no indication of impairment was identified.

The Company estimates that amortization expense for its intangible assets subject to amortization will be approximately $6.1 million per year for the next year, $5.6 million for the next year, $5.1 million for the next year, $4.8 million for the next year, $4.7 million for the next year and then $3.9 million per year thereafter.

8. Leases:

The Company leases warehouses and office space, industrial equipment, office equipment, vehicles, industrial gas tanks and forklifts from other parties. The Company determines if a contract contains a lease when the contract conveys the right to control the use of identified assets for a period of time in exchange for consideration. Upon identification and commencement of a lease, the Company establishes a right-of-use (ROU) asset and a lease liability. Operating leases are included in ROU assets, current portion of lease liabilities, and lease liabilities on the accompanying Consolidated Balance Sheets. Financing leases are included in property and equipment, other accrued liabilities and other long-term liabilities.

The Company has remaining lease terms ranging from one year to 16 years, some of these include options to renew the lease for up to five years. The total lease term is determined by considering the initial term per the lease agreement, which is adjusted to include any renewal options that the Company is reasonably certain to exercise as well as any period that the Company has control over the space before the stated initial term of the agreement. If the Company determines a reasonable certainty of exercising termination or early buyout options, then the lease terms are adjusted to account for these facts.

The Company leases one warehouse from a related party. The Company’s Executive Chairman of the Board owns 50% of an entity that owns one of the Cleveland warehouses and leases it to the Company at a fair market value annual rental of $0.2 million. The lease expires on December 31, 2028 with two five-year renewal options.

ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Lease expense is recognized on a straight-line basis over the lease term.

The components of lease expense were as follows for the years ended December 31, 2024, 2023 and 2022:

(in thousands)		2024				2023				2022
Operating lease cost		$	8,106			$	9,008			$	7,446
Finance lease cost
Amortization			992				1,056				720
Interest on lease liabilities			156				157				67
		$	1,148			$	1,213			$	787

Supplemental cash flow information related to leases was as follows for the years ended December 31, 2024, 2023 and 2022:

(in thousands)		2024				2023				2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$	7,705			$	8,901			$	7,268
Operating cash flows from finance leases			156				157				67
Financing cash flows from finance leases			990				1,039				703
Total cash paid for amounts included in the measurement of lease liabilities		$	8,851			$	10,097			$	8,038

Supplemental balance sheet information related to leases was as follows:

(in thousands)		2024				2023
Operating leases
Operating lease		$	54,337			$	56,117
Operating lease accumulated amortization			(17,401	)			(21,737	)
Operating lease right of use asset, net		$	36,936			$	34,380
Operating lease current liabilities			5,865				7,813
Operating lease liabilities			31,945				27,261
		$	37,810			$	35,074

(in thousands)		2024				2023
Finance leases
Finance lease		$	4,812			$	5,686
Finance lease accumulated depreciation			(2,354	)			(2,615	)
Finance lease right of use asset, net		$	2,458			$	3,071
Finance lease current liabilities			853				1,087
Finance lease liabilities			1,697				2,106
		$	2,550			$	3,193

Weighted average remaining lease term (in years)		2024				2023
Operating leases			9				6
Finance leases			4				4
Weighted average discount rate
Operating leases			5.76	%			4.07	%
Finance leases			5.89	%			5.06	%

Maturities of lease liabilities were as follows:

(in thousands)		Operating Lease				Finance Lease
Year Ending December 31,
2025		$	7,859			$	976
2026			7,441				713
2027			6,191				600
2028			4,984				427
2029			3,904				97
Thereafter			20,718				8
Total future minimum lease payments		$	51,097			$	2,821
Less remaining imputed interest			(13,287	)			(271	)
Total		$	37,810			$	2,550

9. Debt:

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

		As of December 31,
(in thousands)		2024				2023
Asset-based revolving credit facility due June 16, 2026		$	272,456			$	190,198
Total debt			272,456				190,198
Less current amount			—				—
Total long-term debt		$	272,456			$	190,198

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, and add real estate as collateral at the Company’s discretion. The ABL Credit Facility matures on June 16, 2026.

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 or suffer to exist 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 provides that: (i) 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 December 31, 2024) or 10.0% of the aggregate borrowing base ($47.0 million at December 31, 2024), 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 December 31, 2024, the Company was in compliance with its covenants and had approximately $192.8 million of availability under the ABL Credit Facility.

The Company has 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 (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.

On January 10, 2019, the Company entered into a five-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding London Interbank Offered Rate (LIBOR) based borrowings under the ABL Credit Facility. On January 3, 2023, the Company amended the interest rate hedge agreement to use SOFR as the reference rate and updated the fixed rate to 2.42% from 2.57%. 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 interest rate swap expired on January 10, 2024.

As of December 31, 2024 and December 31, 2023, $1.1 million and $1.7 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.

Scheduled Debt Maturities, Interest, Debt Carrying Values

The Company’s principal payments over the next five years, as of December 31, 2024, are detailed in the table below:

(in thousands)		2025				2026				2027				2028				2029				Total
ABL Credit Facility		$	—			$	272,456			$	—			$	—			$	—			$	272,456
Total principal payments		$	—			$	272,456			$	—			$	—			$	—			$	272,456

The overall effective interest rate for all debt, exclusive of deferred financing fees and deferred commitment fees, amounted to 6.7%, 5.9% and 3.2% in 2024, 2023 and 2022, respectively. Interest paid totaled $15.3 million, $15.0 million and $9.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. Average total debt outstanding was $218.4 million, $239.4 million and $280.4 million in 2024, 2023 and 2022, respectively.

10. Derivative Instruments:

Metals swaps

During 2024, 2023 and 2022, the Company entered into nickel swaps indexed to the London Metal Exchange (LME) price of nickel with third-party brokers. The nickel swaps are treated as derivatives for accounting purposes and were included in “Other accrued liabilities” and “Prepaid expenses and other” on the Consolidated Balance Sheets at December 31, 2024. There were $3.5 million and $5.2 million of outstanding outstanding metals swaps at December 31, 2024 and December 31, 2023, respectively. The Company entered into the swaps to mitigate its customers’ risk of volatility in the price of metals. 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.

While these derivatives are intended to help the Company manage risk, they 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 December 31, 2024 were included in “Accounts Receivable, net” and the embedded customer derivatives are included in “Other accrued liabilities” on the Consolidated Balance Sheets.

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 “Prepaid expenses and other” on the Consolidated Balance Sheets and had a fair value of $0.3 million and $0.1 million as of December 31, 2024 and December 31, 2023, respectively. The mark-to-market adjustment of the fair value of the hedge is recorded to “Accumulated other comprehensive income” on the Company’s Consolidated Balance Sheets. 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.

There was no net impact from the nickel swaps or embedded customer derivative agreements to the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022. The table below shows the total impact to the Company’s Consolidated Statements of Comprehensive Income through “Net income” of the derivatives for the years ended December 31, 2024, 2023 and 2022.

		Net Gain (Loss) Recognized
(in thousands)		2024				2023				2022
Fixed interest rate hedge		$	365			$	1,906			$	(664	)
Metals swaps			(424	)			(1,903	)			633
Embedded customer derivatives			424				1,903				(633	)
Total income (loss)		$	365			$	1,906			$	(664	)

11. Fair Value of Assets and Liabilities:

The Company’s financial instruments include cash and cash equivalents, short-term trade receivables, derivative instruments, accounts payable, debt instruments and finance type leases. For short-term instruments, other than those required to be reported at fair value on a recurring basis and for which additional disclosures are included below, management concluded the historical carrying value is a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization.

During 2024 and 2023, 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 at December 31, 2024. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value as of December 31, 2024 and 2023:

Metals swaps and embedded customer derivatives—Determined by using Level 2 inputs that include the price of nickel indexed to the LME. The fair value is determined based on quoted market prices and reflects the estimated amounts the Company would pay or receive to terminate the nickel swaps.

Fixed rate interest rate hedge—Based on the present value of the expected future cash flows, considering the risks involved, and using discount rates appropriate for the maturity date. Market observable Level 2 inputs are used to determine the present value of future cash flows.

Supplemental executive retirement plan—Determined by the Level 1 inputs that include the readily determinable and available fair value of the mutual funds that comprise the plan assets.

The following tables present 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 December 31, 2024
(in thousands)		Level 1				Level 2				Level 3				Total
Assets:
Metal swaps		$	—			$	3,055			$	—			$	3,055
Embedded customer derivatives		$	—			$	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 recorded at fair value		$	—			$	3,457			$	—			$	3,457

		Value of Items Recorded at Fair Value
		As of December 31, 2023
(in thousands)		Level 1				Level 2				Level 3				Total
Assets:
Metal swaps		$	—			$	4,458			$	—			$	4,458
Embedded customer derivatives		$	—			$	766			$	—			$	766
Fixed interest rate hedge		$	—			$	55			$	—			$	55
Supplemental executive retirement plan		$	11,617			$	—			$	—			$	11,617
Total assets at fair value		$	11,617			$	5,279			$	—			$	16,896
Liabilities:
Metal swaps		$	—			$	5,224			$	—			$	5,224
Total liabilities recorded at fair value		$	—			$	5,224			$	—			$	5,224

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 $272.5 million and $190.2 million at December 31, 2024 and 2023, respectively. Management believes that the ABL Credit Facility’s carrying value approximates its fair value due to the variable interest rate on the ABL Credit Facility and the recent amendments.

12. Equity Plans:

Restricted Stock Units and Performance Share 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 (RSs), restricted share units (RSUs), 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 awards RSs or RSUs to each non-employee director as part of their annual compensation.

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. 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 2023 per director was $80,000 of RSUs. Subject to the terms of the Incentive Plan and the RSU agreement, the 2023 RSUs vest after one year of service (from the date of the grant). The RSUs are not converted into shares of common stock until the director either resigns or is terminated from the Company’s Board of Directors.

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 unit (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 2024, the total long-term award target is $1.1 million for the Chief Executive Officer, $0.8 million for the President and Chief Operating Officer and $0.5 million for the Chief Financial Officer. For 2023 and 2022, the total long-term award target was $1.1 million for the Chief Executive Officer, $0.6 million for the President and Chief Operating Officer and $0.3 million for the Chief Financial 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 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 serviced-based and performance-based cash awards. During 2023, a total of 20,000 RSUs and 20,000 PSUs were granted to the participants under the C-Suite Plan, and $0.3 million and $0.3 million, respectively, were granted in service-based and performance-based cash awards. During 2022, a total of 20,000 RSUs and 20,000 PSUs were granted to the participants under the C-Suite Plan, and $0.5 million and $0.5 million, 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.

The performance-based awards granted in 2024 are expected to vest at 100% of the grant and the performance-based awards granted in 2023 and 2022 are expected to vest at 150% of the grant. All pre-tax charges related to the long-term cash incentives were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income. The total remaining estimated compensation cost of non-vested awards total $2.4 million and the weighted average remaining vesting period is 1.5 years as of December 31, 2024.

Stock-based compensation expense recognized on RSs and RSUs for the years ended December 31, 2024, 2023 and 2022, respectively, is summarized in the following table:

		For the years ended December 31,
(in thousands)		2024				2023				2022
RS and RSU expense before taxes of the Plan		$	1,998			$	1,817			$	1,297
RS and RSU expense after taxes			1,466				1,314				954

All pre-tax charges related to RSUs and PSUs were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income. The total compensation cost of non-vested awards totaled $3.2 million and the weighted average remaining vesting period is 1.7 years as of December 31, 2024.

The following table summarizes the activity related to RSUs and PSUs for the year ended December 31, 2024, 2023 and 2022:

		2024								2023								2022
		Number of Shares				Weighted Average Estimated Fair Value				Number of Shares				Weighted Average Estimated Fair Value				Number of Shares				Weighted Average Estimated Fair Value
Beginning balance			662,103			$	20.28				617,518			$	18.95				576,867			$	18.29
Granted			34,486				66.70				49,768				36.63				55,558				25.56
Converted into shares			—				—				(2,610	)			18.78				(5,841	)			18.16
Forfeited			(5,348	)			17.97				(2,573	)			19.65				(9,066	)			17.52
Outstanding at December 31			691,241			$	22.61				662,103			$	20.28				617,518			$	18.95
Vested at December 31			561,061			$	21.37				454,939			$	19.71				423,941			$	19.24

Phantom Stock Units

In January 2022, the Company adopted the Senior Manager Phantom Stock Plan (Phantom Stock Plan) that operates under the Senior Manager Stock Incentive Plan. Under the Phantom Stock Plan, certain senior managers are eligible to participate in the plan. The Phantom Stock Plan supersedes any previous stock incentive programs offered to the eligible participants. Each year, eligible participants will receive an award of Phantom Stock Units (Phantom Units) of up to $150 thousand. The number of Phantom Units granted on the grant date is determined by dividing the amount of the Phantom Units granted by the closing price of a share of the Company’s common stock on the grant date. Each Phantom Unit Award under this plan shall vest three years after the grant date (Vesting Date). Upon vesting, the Company will pay the Participant in cash, the value of the vested Phantom Units multiplied by the closing price of a share of the Company’s common stock on the Vesting Date.

Pre-tax charges related to Phantom Stock Units for the year ended December 31, 2024 totaled $0.1 million and were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income. The total estimated remaining compensation cost of non-vested awards total $0.8 million and the weighted average remaining vesting period is 1.6 years as of December 31, 2024. Pre-tax charges related to Phantom Stock Units for the year ended December 31, 2023, totaled $1.5 million and were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income. The total estimated remaining compensation cost of non-vested awards totaled $1.6 million and the weighted average remaining vesting period was 1.5 years as of December 31, 2023. Accrued liability balances related to Phantom Stock Units for the year ended December 31, 2024 totaled $1.6 million and were included in “Other long-term liabilities” on the accompanying Consolidated Balance Sheets. Accrued liability balances related to Phantom Stock Units for the year ended December 31, 2023 totaled $1.8 million and were included in “Other long-term liabilities” on the accompanying Consolidated Balance Sheets.

13. Commitments and Contingencies:

The Company is party to various legal actions that it believes are ordinary in nature and incidental to the operation of its business. In the opinion of management, the outcome of the proceedings to which the Company is currently a party will not have a material adverse effect upon its results of operations, financial condition or cash flows.

In the normal course of business, the Company periodically enters into agreements that incorporate indemnification provisions. While the maximum amount to which the Company may be exposed under such agreements cannot be estimated, it is the opinion of management that these indemnifications are not expected to have a material adverse effect on the Company’s results of operations or financial condition.

At December 31, 2024, approximately 229 of the hourly plant personnel are represented by seven separate collective bargaining units. The table below shows the expiration dates of the collective bargaining agreements.

Facility		Expiration date
Locust, North Carolina		March 4, 2025
St. Paul, Minnesota		May 25, 2025
Romeoville, Illinois		May 31, 2025
Minneapolis (coil), Minnesota		September 30, 2025
Indianapolis, Indiana		January 29, 2026
Minneapolis (plate), Minnesota		April 1, 2027
Hammond, Indiana		November 30, 2029

14. Income Taxes:

The components of the Company’s provision (benefit) for income taxes from continuing operations were as follows:

		As of December 31,
(in thousands)		2024				2023				2022
Current:
Federal		$	7,669			$	11,574			$	27,865
International			29				1,047				102
State and local			1,138				2,529				5,691
			8,836				15,150				33,658
Deferred			(511	)			1,908				(967	)
Income tax provision		$	8,325			$	17,058			$	32,691

The components of the Company’s deferred income taxes at December 31 are as follows:

(in thousands)		2024				2023
Deferred tax assets:
Inventory (excluding LIFO reserve)		$	2,980			$	3,340
Net operating loss and tax credit carryforwards			896				803
Allowance for credit losses			452				657
Accrued expenses			8,865				7,543
Lease liabilities			10,090				9,567
Other			312				379
Deferred tax assets before valuation allowance			23,595				22,289
Valuation allowance			(446	)			(489	)
Total deferred tax assets			23,149				21,800
Deferred tax liabilities:
LIFO reserve			(3,429	)			(3,820	)
Property and equipment			(16,058	)			(16,223	)
Lease right of use assets			(9,848	)			(9,363	)
Interest rate hedge			(63	)			(14	)
Intangibles			(4,800	)			(3,890	)
Total deferred tax liabilities			(34,198	)			(33,310	)
Deferred tax liabilities, net		$	(11,049	)		$	(11,510	)

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits:

(in thousands)		2024				2023				2022
Balance as of January 1		$	174			$	220			$	228
Increases related to current year tax positions			—				—				—
Increase (Decrease) related to prior year tax positions			173				8				(8	)
Decreases related to lapsing of statute of limitations			(55	)			(8	)			—
Settlements			—				(46	)			—
Balance as of December 31		$	292			$	174			$	220

It is expected that the amount of unrecognized tax benefits will not materially change in the next twelve months. The tax years 2021 through 2023 remain open to examination by major taxing jurisdictions to which the Company is subject.

The Company recognized interest related to uncertain tax positions in the income tax provision.

The following table reconciles the U.S. federal statutory rate to the Company’s effective tax rate:

		2024				2023				2022
U.S. federal statutory rate in effect			21.0	%			21.0	%			21.0	%
State and local taxes, net of federal benefit			4.3	%			4.4	%			4.5	%
Foreign			0.1	%			1.7	%			0.1	%
Meals and entertainment			1.5	%			0.7	%			0.2	%
Tax credits			(0.8	)%			(0.4	)%			(0.1	)%
All other, net			0.5	%			0.3	%			0.7	%
Effective income tax rate			26.6	%			27.7	%			26.4	%

Income taxes paid in 2024, 2023 and 2022 totaled $10.0 million, $13.6 million and $33.4 million, respectively. Some subsidiaries of the Company’s consolidated group file state tax returns on a separate company basis and have state net operating loss carryforwards expiring over the next 15 to 20 years. A valuation allowance is recorded to reduce certain deferred tax assets to the amount that is more likely than not to be realized. The valuation allowances recorded as of December 31, 2024 and 2023 were related to certain state net operating losses and totaled $0.4 million and $0.5 million, respectively.

15. 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 years ended December 31,
(in thousands, except per share data)		2024				2023				2022
Weighted average basic shares outstanding			11,677				11,573				11,551
Assumed exercise of stock options and issuance of stock awards			—				5				8
Weighted average diluted shares outstanding			11,677				11,578				11,559
Net income		$	22,980			$	44,529			$	90,931
Basic earnings per share		$	1.97			$	3.85			$	7.87
Diluted earnings per share		$	1.97			$	3.85			$	7.87
Unvested RSUs and PSUs			134				207				194

16. Equity Programs:

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 affected through Rule 10b5-1 plans. Any of the repurchased shares are held in the Company’s treasury, or canceled and retired as the 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, the Company may repurchase common stock and pay dividends up to $15.0 million in the aggregate during any trailing twelve months without restrictions. Purchases of common stock or dividend payments in excess of $15.0 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 December 31, 2024) or (ii) to maintain availability equal to or greater than 15.0% of the aggregate revolver commitments ($93.8 million at December 31, 2024) 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.

As of December 31, 2024, 360,212 shares remain authorized for repurchase under the program.

There were no shares repurchased during 2024 or 2023.

At-the-Market Equity Program

On September 3, 2021, the Company commenced an at-the-market (ATM) equity program under its shelf registration statement, which allows it to sell and issue up to $50 million in shares of its common stock from time to time. The Company entered into an Equity Distribution Agreement on September 3, 2021 with KeyBanc Capital Markets Inc. (KeyBanc) relating to the issuance and sale of shares of common stock pursuant to the program. KeyBanc is not required to sell any specific amount of securities but will act as the Company’s sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between KeyBanc and the Company. KeyBanc will be entitled to compensation for shares sold pursuant to the program of 2.0% of the gross proceeds of any shares of common stock sold under the Equity Distribution Agreement. No shares were sold under the ATM program during 2024 or 2023.

17. 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 determinations 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 segments, 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. Since the November 11, 2024 and January 3, 2023 acquisitions, Metal Work’s and Metal-Fab’s financial results are included in the carbon flat products segment. Since the October 2, 2023 acquisition, CTB’s financial results are included in the tubular and pipe products segment. 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 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.

The following tables provide financial information frequently shared with our CODM for the Company’s reportable segments for the years ended December 31, 2024, 2023 and 2022

		For the Year Ended December 31, 2024
(in thousands)		Specialty metals flat products				Carbon flat products				Tubular and pipe products				Other				Total
Net sales		$	496,854			$	1,109,100			$	335,718			$	—			$	1,941,672
Cost of materials sold			406,229				864,590				219,672				—				1,490,491
Operating expenses			66,978				210,666				78,525				17,023				373,192
Depreciation			2,863				14,679				6,936				70				24,548
Amortization			1,056				2,750				1,776				—				5,582
Operating income		$	19,728			$	16,415			$	28,809			$	(17,093	)		$	47,859
Other loss, net																			93
Interest and other expense on debt																			16,461
Income before income taxes																		$	31,305
		For the Year Ended December 31, 2023
(in thousands)		Specialty metals flat products				Carbon flat products				Tubular and pipe products				Other				Total
Net sales		$	567,728			$	1,221,093			$	369,342			$	—			$	2,158,163
Cost of materials sold			473,784				963,667				247,212				—				1,684,663
Operating expenses			67,131				208,082				73,756				20,417				369,386
Depreciation			2,868				12,147				6,460				70				21,545
Amortization			1,061				2,615				1,222				—				4,898
Operating income		$	22,884			$	34,582			$	40,692			$	(20,487	)		$	77,671
Other loss, net																			78
Interest and other expense on debt																			16,006
Income before income taxes																		$	61,587
		For the Year Ended December 31, 2022
(in thousands)		Specialty metals flat products				Carbon flat products				Tubular and pipe products				Other				Total
Net sales		$	776,022			$	1,356,605			$	427,363			$	—			$	2,559,990
Cost of materials sold			589,472				1,164,459				319,999				—				2,073,930
Operating expenses			88,828				156,436				67,595				19,716				332,575
Depreciation			2,991				10,298				3,926				70				17,285
Amortization			1,069				397				987				—				2,453
Operating income		$	93,662			$	25,015			$	34,856			$	(19,786	)		$	133,747
Other loss, net																			45
Interest and other expense on debt																			10,080
Income before income taxes																		$	123,622

		For the Year Ended December 31,
(in thousands)		2024				2023				2022
Capital expenditures
Flat products		$	26,562			$	14,306			$	15,299
Tubular and pipe products			2,925				7,020				4,555
Corporate			—				—				—
Total capital expenditures		$	29,487			$	21,326			$	19,854
Assets
Flat products		$	695,880			$	649,744			$	631,607
Tubular and pipe products			347,469				333,677				258,412
Corporate			1,147				1,414				1,608
Total assets		$	1,044,496			$	984,835			$	891,627

There were no material revenue transactions between the carbon flat products, specialty metals flat products and tubular and pipe products segments for the years ended December 31, 2024, 2023 and 2022.

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.

18. Retirement Plans:

The Company’s retirement plans consist of 401(k) plans covering union and non-union employees, a multi-employer pension plan covering certain CTI employees and a SERP covering certain executive officers of the Company.

The 401(k) retirement plans allow eligible employees to contribute up to the statutory maximum. The Company’s non-union 401(k) matching contribution is determined annually by the Board of Directors and is based on a percentage of eligible employees’ earnings and contributions. For the 401(k) retirement plans, the Company matched one-half of each eligible employee’s contribution, limited to the first 6% of eligible compensation. For the Metal-Fab 401(k) retirement plans, the Company matched 50% of the first 5% of eligible compensation. For the Action Stainless 401(k) retirement plans, the Company matched 100% of the first 3% of eligible compensation and one-half of the next 2% of each eligible employee’s contribution, limited to 4% of eligible compensation.

In 2006, the Board of Directors adopted a SERP, which has been amended from time to time. Contributions to the SERP are based on: (i) a portion of the participants’ compensation multiplied by a factor of 13%; and (ii) a portion of the participants’ compensation multiplied by a factor, which is contingent upon the Company’s return on invested capital. Benefits are subject to a vesting schedule of up to seven years.

The Company, through its CTI subsidiary, contributes to a multiemployer pension plan. CTI contributes to the Multiemployer Plan under the terms of a collective bargaining agreement that covers certain of its union employees, and which expires May 31, 2025. CTI contributions to the Multiemployer Plan were immaterial for the years ended December 31, 2024, 2023 and 2022.

Retirement plan expense, which includes all Company 401(k), SERP defined contributions and the Multiemployer Plan, amounted to $4.6 million, $4.7 million and $4.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The fair values of the Company’s SERP assets as of December 31, 2024 and 2023 were $15.1 million and $11.6 million, respectively, and are measured at Net Asset Value (NAV). The fair value of the SERP assets are included in Other Long Term Assets on the Consolidated Balance Sheets.

19. Related-Party Transactions:

The Company’s Executive Chairman of the Board owns 50% of an entity that owns one of the Cleveland warehouses and leases it to the Company at a fair market value annual rental of $0.2 million. The lease expires on December 31, 2028 with two five-year renewal options.

Schedule II - Valuation and Qualifying Accounts

(in thousands)

							Additions
Description		Balance at Beginning of Period					Charged to Costs and Expenses					Charged to Other Accounts					Deductions					Balance at End of Period
Year Ended December 31, 2022
Allowance for credit losses			$	2,502				$	2,184				$	—				$	(855	)			$	3,831
Tax valuation reserve			$	1,197				$	—				$	—				$	(278	)			$	919
Year Ended December 31, 2023
Allowance for credit losses			$	3,831				$	(425	)			$	—				$	(776	)			$	2,630
Tax valuation reserve			$	919				$	—				$	—				$	(430	)			$	489
Year Ended December 31, 2024
Allowance for credit losses			$	2,630				$	(280	)			$	—				$	(543	)			$	1,807
Tax valuation reserve			$	489				$	—				$	—				$	(43	)			$	446

Exhibit 99.3

Olympic Steel, Inc.

Consolidated Balance Sheets

(in thousands)

		As of
		September 30, 2025				December 31, 2024
		(unaudited)
Assets
Cash and cash equivalents		$	7,548			$	11,912
Accounts receivable, net			209,684				166,149
Inventories, net (includes LIFO reserves of $7,230 as of September 30, 2025 and $6,341 as of December 31, 2024)			383,922				390,626
Prepaid expenses and other			13,530				11,904
Total current assets			614,684				580,591
Property and equipment, at cost			539,219				519,702
Accumulated depreciation			(330,211	)			(315,866	)
Net property and equipment			209,008				203,836
Goodwill			83,818				83,818
Intangible assets, net			113,555				118,111
Other long-term assets			28,327				21,204
Right of use assets, net			40,666				36,936
Total assets		$	1,090,058			$	1,044,496
Liabilities
Accounts payable		$	143,384			$	80,743
Accrued payroll			24,509				24,184
Other accrued liabilities			22,165				21,846
Current portion of lease liabilities			6,838				5,865
Total current liabilities			196,896				132,638
Credit facility revolver			240,926				272,456
Other long-term liabilities			24,555				22,484
Deferred income taxes			13,551				11,049
Lease liabilities			35,001				31,945
Total liabilities			510,929				470,572
Shareholders’ Equity
Preferred stock			—				—
Common stock			139,498				138,538
Accumulated other comprehensive income (loss)			(93	)			190
Retained earnings			439,724				435,196
Total shareholders’ equity			579,129				573,924
Total liabilities and shareholders’ equity		$	1,090,058			$	1,044,496

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

Olympic Steel, Inc.

Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30,

(in thousands, except per share data)

		Three months ended September 30,								Nine months ended September 30,
		2025				2024				2025				2024
		(unaudited)
Net sales		$	490,655			$	469,996			$	1,480,079			$	1,522,888
Costs and expenses
Cost of materials sold (excludes items shown separately below)			373,029				363,144				1,122,208				1,177,229
Warehouse and processing			36,425				31,719				107,380				97,855
Administrative and general			31,132				28,226				93,778				87,545
Distribution			18,660				16,881				56,134				51,101
Selling			11,679				10,721				35,653				35,458
Occupancy			4,490				4,262				14,008				13,048
Depreciation			6,237				5,740				19,278				17,585
Amortization			1,739				1,494				5,210				4,210
Total costs and expenses			483,391				462,187				1,453,649				1,484,031
Operating income			7,264				7,809				26,430				38,857
Other loss, net			14				26				62				66
Income before interest and income taxes			7,250				7,783				26,368				38,791
Interest and other expense on debt			4,144				3,880				12,282				12,283
Income before income taxes			3,106				3,903				14,086				26,508
Income tax provision			952				1,169				4,186				7,417
Net income		$	2,154			$	2,734			$	9,900			$	19,091
Loss on cash flow hedge			(52	)			(544	)			(378	)			(585	)
Tax effect on cash flow hedge			14				136				95				136
Total comprehensive income		$	2,116			$	2,326			$	9,617			$	18,642
Earnings per share:
Net income per share—basic		$	0.18			$	0.23			$	0.84			$	1.64
Weighted average shares outstanding—basic			11,744				11,695				11,739				11,673
Net income per share—diluted		$	0.18			$	0.23			$	0.84			$	1.64
Weighted average shares outstanding—diluted			11,763				11,695				11,761				11,673
Dividends declared per share of common stock		$	0.16			$	0.15			$	0.48			$	0.45

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

2

Olympic Steel, Inc.

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

(in thousands)

		2025				2024
		(unaudited)
Cash flows provided by operating activities:
Net income		$	9,900			$	19,091
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation and amortization			24,563				21,795
Amortization of deferred financing fees			402				584
Loss on disposition of property and equipment			2				189
Stock-based compensation			960				1,499
Other long-term assets			(9,768	)			(4,970	)
Other long-term liabilities			9,153				6,593
			35,212				44,781
Changes in working capital:
Accounts receivable			(43,535	)			(6,443	)
Inventories			6,704				(12,859	)
Prepaid expenses and other			(1,904	)			(2,018	)
Accounts payable			63,168				4,357
Change in outstanding checks			(527	)			1,267
Accrued payroll and other accrued liabilities			416				(9,971	)
			24,322				(25,667	)
Net cash provided by operating activities			59,534				19,114
Cash flows used for investing activities:
Capital expenditures			(24,998	)			(22,308	)
Proceeds from disposition of property and equipment			120				56
Net cash used for investing activities			(24,878	)			(22,252	)
Cash flows (used for) provided by financing activities:
Credit facility revolver borrowings			410,781				469,117
Credit facility revolver repayments			(442,311	)			(462,039	)
Principal payment under finance lease obligation			(837	)			(930	)
Credit facility fees and expenses			(1,284	)			(109	)
Dividends paid on common stock			(5,369	)			(5,009	)
Net cash (used for) provided by financing activities			(39,020	)			1,030
Cash and cash equivalents:
Net change			(4,364	)			(2,108	)
Beginning balance			11,912				13,224
Ending balance		$	7,548			$	11,116

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

3

Olympic Steel, Inc.

Supplemental Disclosures of Cash Flow Information

For the Nine Months Ended September 30,

(in thousands)

		2025				2024
		(unaudited)
Interest paid		$	11,681			$	11,487
Income taxes paid		$	3,039			$	7,507

The Company incurred a nominal amount of new financing lease obligations during the nine months ended September 30, 2025. The Company incurred $2.3 million of new financing lease obligations during the nine months ended September 30, 2024. These non-cash transactions have been excluded from the Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024.

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

Olympic Steel, Inc.

Consolidated Statements of Shareholders’ Equity

(in thousands)

(unaudited)

		For the Three Months Ended September 30, 2025
		Common Stock				Accumulated Other Comprehensive Loss				Retained Earnings				Total Equity
Balance at June 30, 2025		$	138,892			$	(54	)		$	439,365			$	578,203
Net income			—				—				2,154				2,154
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			—				(39	)			—				(39	)
Other			—				—				(3	)			(3	)
Balance at September 30, 2025		$	139,498			$	(93	)		$	439,724			$	579,129

4

		For the Nine Months Ended September 30, 2025
		Common Stock				Accumulated Other Comprehensive Loss				Retained Earnings				Total Equity
Balance at December 31, 2024		$	138,538			$	190			$	435,196			$	573,924
Net income			—				—				9,900				9,900
Payment of dividends on common stock ($0.32 per share)			—				—				(5,369	)			(5,369	)
Stock-based compensation			960				—				—				960
Changes in fair value of hedges, net of tax			—				(283	)			—				(283	)
Other			—				—				(3	)			(3	)
Balance at September 30, 2025		$	139,498			$	(93	)		$	439,724			$	579,129

		For the Three Months Ended September 30, 2024
		Common Stock				Accumulated Other Comprehensive Loss				Retained Earnings				Total Equity
Balance at June 30, 2024		$	137,541			$	—			$	431,912			$	569,453
Net income			—				—				2,734				2,734
Payment of dividends on common stock ($0.15 per share)			—				—				(1,670	)			(1,670	)
Stock-based compensation			499				—				—				499
Changes in fair value of hedges, net of tax			—				(408	)			—				(408	)
Other			—				—				2				2
Balance at September 30, 2024		$	138,040			$	(408	)		$	432,978			$	570,610

		For the Nine Months Ended September 30, 2024
		Common Stock				Accumulated Other Comprehensive Loss				Retained Earnings				Total Equity
Balance at December 31, 2023		$	136,541			$	41			$	418,896			$	555,478
Net income			—				—				19,091				19,091
Payment of dividends on common stock ($0.30 per share)			—				—				(5,009	)			(5,009	)
Stock-based compensation			1,499				—				—				1,499
Changes in fair value of hedges, net of tax			—				(449	)			—				(449	)
Balance at September 30, 2024		$	138,040			$	(408	)		$	432,978			$	570,610

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

5

Olympic Steel, Inc.

Notes to Unaudited Consolidated Financial Statements

September 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 segment’s 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 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

6

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 of the ASU to have a material impact on the Consolidated Financial Statements and related disclosures.

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 September 30, 2025 and 2024, respectively.

		Disaggregated Revenue by Products Sold
		For the Three Months Ended September 30, 2025
		Specialty metals flat products				Carbon flat products				Tubular and pipe products				Total
Specialty			28.7	%			—				—				28.7	%
Hot Rolled			—				26.3	%			—				26.3	%
Tube			—				—				16.6	%			16.6	%
Coated			—				12.4	%			—				12.4	%
Plate			—				10.7	%			—				10.7	%
Cold Rolled			—				4.3	%			—				4.3	%
Other			—				0.9	%			—				0.9	%
Total			28.7	%			54.6	%			16.6	%			99.9	%

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		Disaggregated Revenue by Products Sold
		For the Nine Months Ended September 30, 2025
		Specialty metals flat products				Carbon flat products				Tubular and pipe products				Total
Specialty			27.4	%			—				—				27.4	%
Hot Rolled			—				28.2	%			—				28.2	%
Tube			—				—				16.1	%			16.1	%
Coated			—				13.1	%			—				13.1	%
Plate			—				9.9	%			—				9.9	%
Cold Rolled			—				4.3	%			—				4.3	%
Other			—				1.0	%			—				1.0	%
Total			27.4	%			56.5	%			16.1	%			100.0	%

		Disaggregated Revenue by Products Sold
		For the Three Months Ended September 30, 2024
		Specialty metals flat products				Carbon flat products				Tubular and pipe products				Total
Specialty			26.7	%			—				—				26.7	%
Hot Rolled			—				26.7	%			—				26.7	%
Tube			—				—				16.9	%			16.9	%
Coated			—				12.9	%			—				12.9	%
Plate			—				9.6	%			—				9.6	%
Cold Rolled			—				5.6	%			—				5.6	%
Other			—				1.6	%			—				1.6	%
Total			26.7	%			56.4	%			16.9	%			100.0	%

		Disaggregated Revenue by Products Sold
		For the Nine Months Ended September 30, 2024
		Specialty metals flat products				Carbon flat products				Tubular and pipe products				Total
Specialty			25.4	%			—				—				25.4	%
Hot Rolled			—				28.0	%			—				28.0	%
Tube			—				—				17.3	%			17.3	%
Coated			—				12.0	%			—				12.0	%
Plate			—				11.7	%			—				11.7	%
Cold Rolled			—				4.7	%			—				4.7	%
Other			—				0.9	%			—				0.9	%
Total			25.4	%			57.3	%			17.3	%			100.0	%

3. Accounts Receivable:

Accounts receivable are presented net of allowances for credit losses and unissued credits of $3.8 million and $3.7 million as of September 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.

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4. Inventories:

Inventories consisted of the following:

		Inventory as of
(in thousands)		September 30, 2025				December 31, 2024
Unprocessed		$	277,167			$	273,668
Processed and finished			106,755				116,958
Totals		$	383,922			$	390,626

The Company values certain of its tubular and pipe products inventory at the last-in, first-out (LIFO) method. As of September 30, 2025 and December 31, 2024, approximately $33.2 million, or 8.7% 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 nine months ended September 30, 2025, the Company recorded $0.1 million and $0.9 million of LIFO expense, respectively. During the three and nine months ended September 30, 2024, the Company recorded $2.0 million and $2.6 million of LIFO income, respectively.

If the FIFO method had been in use, inventories would have been $7.2 million higher than reported as of September 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 September 30, 2025 and December 31, 2024, respectively. The goodwill is deductible for tax purposes.

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

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

		As of September 30, 2025
(in thousands)		Gross Carrying Amount				Accumulated Amortization				Intangible Assets, Net
Customer relationships—subject to amortization		$	84,459			$	(22,088	)		$	62,371
Covenant not to compete—subject to amortization			3,229				(1,555	)			1,674
Technology and know-how—subject to amortization			8,900				(1,458	)			7,442
Trade name—not subject to amortization			42,068				—				42,068
		$	138,656			$	(25,101	)		$	113,555
		As of December 31, 2024
(in thousands)		Gross Carrying Amount				Accumulated Amortization				Intangible 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. Amortization expense for intangible assets was $1.5 million and $4.6 million, respectively, for the three and nine months ended September 30, 2025. Amortization expense for intangible assets was $1.1 million and $3.3 million, respectively, for the three and nine months ended September 30, 2024.

6. Leases:

The components of lease expense were as follows:

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(in thousands)		2025				2024				2025				2024
Operating lease cost		$	2,443			$	2,111			$	7,174			$	6,660
Finance lease cost:
Amortization of right-of-use assets		$	221			$	331			$	656			$	922
Interest on lease liabilities			32				66				101				147
Total finance lease cost		$	253			$	397			$	757			$	1,069

Supplemental cash flow information related to leases was as follows:

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(in thousands)		2025				2024				2025				2024
Cash paid for lease liabilities:
Operating cash flows from operating leases		$	2,356			$	2,031			$	6,875			$	6,540
Operating cash flows from finance leases			32				66				101				147
Financing cash flows from finance leases			225				327				668				930
Total cash paid for lease liabilities		$	2,613			$	2,424			$	7,644			$	7,617

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Supplemental balance sheet information related to leases was as follows:

(in thousands)		September 30, 2025				December 31, 2024
Operating Leases
Operating lease		$	60,944			$	54,337
Operating lease accumulated amortization			(20,278	)			(17,401	)
Operating lease right-of-use asset, net			40,666				36,936
Operating lease current liabilities			6,838				5,865
Operating lease liabilities			35,001				31,945
Total operating lease liabilities		$	41,839			$	37,810
Finance Leases
Finance lease			4,591				4,812
Finance lease accumulated depreciation			(2,559	)			(2,354	)
Finance lease, net			2,032				2,458
Finance lease current liabilities			713				853
Finance lease liabilities			1,401				1,697
Total finance lease liabilities		$	2,114			$	2,550
Weighted Average Remaining Lease Term
Operating leases (in years)			8				9
Finance leases (in years)			3				4
Weighted Average Discount Rate
Operating leases			6.15	%			5.76	%
Finance leases			6.02	%			5.89	%

Maturities of lease liabilities were as follows:

(in thousands)		Operating Leases				Finance Leases
Year Ending December 31,
2025		$	2,350			$	230
2026			9,090				767
2027			7,752				654
2028			6,190				485
2029			5,086				155
Thereafter			25,958				30
Total future minimum lease payments		$	56,426			$	2,321
Less remaining imputed interest			(14,587	)			(207	)
Total		$	41,839			$	2,114

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7. Debt:

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

		As of
(in thousands)		September 30, 2025				December 31, 2024
Asset-based revolving credit facility due April 17, 2030		$	240,926			$	272,456
Total debt		$	240,926			$	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 advance 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 September 30, 2025) or 10.0% of the aggregate borrowing base ($55.7 million at September 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 September 30, 2025, the Company was in compliance with its covenants and had approximately $312 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 September 30, 2025 and December 31, 2024, $1.9 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 fourth quarter of 2025 and the first quarter of 2026. 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 September 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 September 30, 2025.

As of September 30, 2025, the Company has entered into nickel swaps for 309 thousand pounds of nickel. As of December 31, 2024, the Company has entered into nickel swaps for 439 thousand pounds of nickel.

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 September 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 nine months ended September 30, 2025 and 2024, respectively.

		Net Gain (Loss) Recognized
		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(in thousands)		2025				2024				2025				2024
Fixed interest rate hedge		$	94			$	138			$	284			$	193
Metals swaps			(51	)			(19	)			(162	)			205
Embedded customer derivatives			51				19				162				(205	)
Total gain		$	94			$	138			$	284			$	193

9. Fair Value of Assets and Liabilities:

During the nine months ended September 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 September 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:

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		Value of Items Recorded at Fair Value
		As of September 30, 2025
(in thousands)		Level 1				Level 2				Level 3				Total
Assets:
Metal swaps		$	—			$	2,130			$	—			$	2,130
Embedded customer derivative			—				87				—				87
Supplemental executive retirement plan			17,516				—				—				17,516
Total assets at fair value		$	17,516			$	2,217			$	—			$	19,733
Liabilities:
Metal swaps		$	—			$	2,217			$	—			$	2,217
Fixed Interest rate hedge			—				124				—				124
Total liabilities recorded at fair value		$	—			$	2,341			$	—			$	2,341

		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 $240.9 million and $272.5 million at September 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 $123.9 thousand, net of tax of $31.0 thousand, is included in “Accumulated other comprehensive income” on the Consolidated Balance Sheets at September 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.

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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.

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 five 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 nine months ended September 30, 2025 and 2024, respectively, is summarized in the following table:

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(in thousands, except per share data)		2025				2024				2025				2024
RS and RSU expense before taxes		$	606			$	499			$	1,758			$	1,499
RS and RSU expense after taxes		$	420			$	349			$	1,236			$	1,080

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 nine months ended September 30, 2025 and 2024, respectively:

		As of September 30, 2025								As of September 30, 2024
		Number of Shares				Weighted Average Granted Price				Number of Shares				Weighted Average 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 September 30			23,365			$	39.23				10,050			$	65.65
Vested at September 30			—			$	—				—			$	—

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

		As of September 30, 2025								As of September 30, 2024
		Number of Shares				Weighted Average Granted Price				Number of Shares				Weighted Average 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 September 30			660,723			$	23.28				694,019			$	22.60
Vested at September 30			546,237			$	19.08				563,839			$	19.69

12. Income Taxes:

For the three months ended September 30, 2025, the Company recorded an income tax provision of $1.0 million, or 30.7%, compared to an income tax provision of $1.2 million, or 29.9%, for the three months ended September 30, 2024. For the nine months ended September 30, 2025, the Company recorded an income tax provision of $4.2 million, or 29.7%, compared to an income tax provision of $7.4 million, or 28.0%, for the nine months ended September 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.

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. The impact of the OBBBA to the tax provision was evaluated and there was no impact to the tax rate as of September 2025.

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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 Nine Months Ended
		September 30,								September 30,
(in thousands, except per share data)		2025				2024				2025				2024
Weighted average basic shares outstanding			11,744				11,695				11,739				11,673
Assumed exercise of stock options and issuance of stock awards			19				—				22				—
Weighted average diluted shares outstanding			11,763				11,695				11,761				11,673
Net income		$	2,154			$	2,734			$	9,900			$	19,091
Basic earnings per share		$	0.18			$	0.23			$	0.84			$	1.64
Diluted earnings per share		$	0.18			$	0.23			$	0.84			$	1.64
Unvested RSs and RSUs			138				140				138				140

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 September 30, 2025) or (ii) to maintain availability equal to or greater than 15.0% of the aggregate revolver commitments ($93.8 million at September 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 nine months ended September 30, 2025 and 2024. As of September 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.

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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.

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

		For the Three Months Ended September 30, 2025
		Specialty metals flat products				Carbon flat products				Tubular and pipe products				Other				Total
(in thousands)
Net sales		$	140,870			$	268,214			$	81,571			$	—			$	490,655
Cost of materials sold			113,982				202,670				56,377				—				373,029
Operating expenses			19,616				59,299				19,058				4,413				102,386
Depreciation			654				3,879				1,704				—				6,237
Amortization			205				1,089				445				—				1,739
Operating income		$	6,413			$	1,277			$	3,987			$	(4,413	)		$	7,264
Other loss, net																			14
Interest and other expense on debt																			4,144
Income before income taxes																		$	3,106
		For the Nine Months Ended September 30, 2025
		Specialty metals flat products				Carbon flat products				Tubular and pipe product				Other				Total
(in thousands)
Net sales		$	405,114			$	836,997			$	237,968			$	—			$	1,480,079
Cost of materials sold			333,543				627,621				161,044				—				1,122,208
Operating expenses			54,834				179,671				58,452				13,996				306,953
Depreciation			2,140				11,953				5,150				35				19,278
Amortization			628				3,257				1,325				—				5,210
Operating income		$	13,969			$	14,495			$	11,997			$	(14,031	)		$	26,430
Other loss, net																			62
Interest and other expense on debt																			12,282
Income before income taxes																		$	14,086

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		For the Three Months Ended September 30, 2024
		Specialty metals flat products				Carbon flat products				Tubular and pipe products				Other				Total
(in thousands)
Net sales		$	125,693			$	264,849			$	79,454			$	—			$	469,996
Cost of materials sold			103,450				208,093				51,601				—				363,144
Operating expenses			16,302				52,294				19,193				4,020				91,809
Depreciation			699				3,366				1,658				17				5,740
Amortization			306				662				526				—				1,494
Operating income		$	4,936			$	434			$	6,476			$	(4,037	)		$	7,809
Other loss, net																			26
Interest and other expense on debt																			3,880
Income before income taxes																		$	3,903
		For the Nine Months Ended September 30, 2024
		Specialty metals flat products				Carbon flat products				Tubular and pipe products				Other				Total
(in thousands)
Net sales		$	386,100			$	873,579			$	263,209			$	—			$	1,522,888
Cost of materials sold			315,984				687,704				173,541				—				1,177,229
Operating expenses			50,478				159,202				62,468				12,859				285,007
Depreciation			2,083				10,277				5,173				52				17,585
Amortization			839				1,944				1,427				—				4,210
Operating income		$	16,716			$	14,452			$	20,600			$	(12,911	)		$	38,857
Other loss, net																			66
Interest and other expense on debt																			12,283
Income before income taxes																		$	26,508

		For the Nine Months Ended September 30,
(in thousands)		2025				2024
Capital expenditures
Flat products segments		$	23,965			$	18,458
Tubular and pipe products			1,033				3,850
Total capital expenditures		$	24,998			$	22,308
		As of
(in thousands)		September 30, 2025				December 31, 2024
Assets
Flat products segments		$	728,754			$	695,880
Tubular and pipe products			360,345				347,469
Corporate			959				1,147
Total assets		$	1,090,058			$	1,044,496

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

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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 October 28, 2025, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Ryerson Holding Corporation, a Delaware corporation (Ryerson), and Crimson MS Corp., an Ohio corporation and a wholly owned subsidiary of Ryerson (Merger Sub). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the Merger), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Ryerson.

At the effective time of the Merger (the Effective Time), and upon consummation of the Merger, subject to the terms and conditions set forth in the Merger Agreement, each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into and thereafter represent the right to receive that number of validly issued, fully paid and non-assessable shares of common stock, $0.01 par value per share, of Ryerson (Ryerson Common Stock) equal to 1.7105, rounded down to the nearest whole share and, if applicable, the cash amount to be paid in lieu of fractional shares. Upon closing of the Merger, legacy Company shareholders will own approximately 37% of the combined company.

Consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including (a) the adoption of the Merger Agreement by (i) a majority of the shareholders of the Company and (ii) a majority of the stockholders of Ryerson; (b) the Ryerson Common Stock issuable in connection with the Merger having been approved for listing on the New York Stock Exchange; (c) Ryerson’s registration statement on Form S-4 having become effective under the Securities Act of 1933; (d) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and (e) the performance or compliance by the Company, Ryerson and Merger Sub with their respective covenants and agreements in all material respects or as otherwise specified in the Merger Agreement.

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FAQ

What did Ryerson (RYI) announce regarding its merger with Olympic Steel?

Ryerson announced it completed an all-stock merger with Olympic Steel. Each Olympic share converts into 1.7105 Ryerson shares, resulting in about 19.5 million new Ryerson shares and leaving former Olympic shareholders owning roughly 37% of the combined company.

What synergies does Ryerson expect from the Olympic Steel merger?

Ryerson expects approximately $120 million in annual synergies by early 2028. Management cites procurement savings, scale efficiencies, commercial portfolio enhancements, and footprint optimization as primary drivers, and plans to report progress on synergy attainment on a quarterly basis.

How did Ryerson change its credit facility in connection with the merger?

Ryerson executed Amendment No. 7 to its credit agreement, extending the maturity to five years from the closing date and increasing aggregate commitments from $1.3 billion to $1.8 billion. Proceeds are among the sources used to repay and terminate Olympic Steel’s existing loan and security agreement.

What leadership and board changes followed the Ryerson–Olympic Steel merger?

Michael Siegal, formerly Olympic Steel’s executive chairman, became chair of Ryerson’s board, which expanded from eight to eleven members. Richard T. Marabito, Olympic’s former CEO, was appointed Ryerson’s president and COO, with several other Olympic executives taking senior roles at the combined company.

Is Ryerson changing its stock ticker after the Olympic Steel merger?

Yes. Ryerson’s common stock will continue trading on the New York Stock Exchange but will change its ticker symbol from “RYI” to “RYZ”. The new ticker becomes effective at the opening of trading on February 24, 2026, while the CUSIP number remains unchanged.

Did Ryerson declare a dividend in connection with closing the merger?

Ryerson’s board declared a first-quarter cash dividend of $0.1875 per share of common stock, payable March 19, 2026, to shareholders of record on March 5, 2026. The company noted that any future quarterly dividends will remain subject to subsequent board approval.

How are Olympic Steel shareholders compensated in the Ryerson merger?

Each outstanding share of Olympic Steel common stock is converted into the right to receive 1.7105 shares of Ryerson common stock, plus cash in lieu of fractional shares if applicable. Olympic’s shares ceased trading on Nasdaq at the close of the closing date and were delisted.

Filing Exhibits & Attachments

10 documents

Press Releases

• EX-99.1 EX-99.1 18.4 KB
• EX-99.2 EX-99.2 570.0 KB
• EX-99.3 EX-99.3 472.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 1.4 MB
• EX-10.2 EX-10.2 145.4 KB
• EX-10.3 EX-10.3 10.6 KB

Financial & Certifications

• EX-23.1 EX-23.1 1.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB