Olympic Steel SEC Filings

Olympic Steel (ZEUS) entered a definitive merger agreement with Ryerson Holding. Crimson MS Corp., a Ryerson subsidiary, will merge into Olympic Steel, with Olympic Steel surviving as a wholly owned subsidiary of Ryerson.

At closing, each Olympic Steel share will convert into 1.7105 shares of Ryerson common stock, rounded down to the nearest whole share, with cash paid in lieu of fractional shares. The Board unanimously approved the deal and will recommend it to shareholders.

Equity and cash awards will be assumed or cashed out per grant type, using the 1.7105 exchange ratio and, when applicable, the closing price of Ryerson stock on the Closing Date. The transaction requires approvals from both companies’ shareholders, NYSE listing of Ryerson shares issued, an effective Form S-4, HSR clearance, and other customary conditions. It is not subject to a financing condition. The merger agreement includes termination fees of $15,000,000 tied to recommendation changes or certain breaches, and expense reimbursement up to $10,000,000 if stockholder approvals are not obtained. The outside date is April 28, 2026, extendable to July 28, 2026 for pending regulatory approvals.

Olympic Steel (ZEUS) agreed to merge with Ryerson. Under the Agreement and Plan of Merger, each share of Olympic Steel common stock will be converted into 1.7105 shares of Ryerson common stock, rounded down to the nearest whole share, with cash paid in lieu of any fractional shares. The boards of both companies approved the deal and will seek shareholder approvals.

Closing is subject to customary conditions, including majority approvals from Olympic Steel shareholders and Ryerson stockholders, NYSE listing approval for the Ryerson shares to be issued, effectiveness of a Form S-4, expiration or termination of the HSR waiting period, and other specified representations, covenants and tax opinions. The merger has an outside date of April 28, 2026, extendable to July 28, 2026 for certain regulatory approvals. Either side may owe a $15,000,000 fee upon specified recommendation changes or willful and material solicitation breaches, and expense reimbursement up to $10,000,000 applies if stockholder approval is not obtained as described.

Equity and cash incentive awards are addressed with a mix of assumption, conversion into Ryerson-based awards, or cash settlement consistent with the exchange ratio and plan terms.

Olympic Steel (ZEUS) reported Q3 2025 results with net sales of $490,655 thousand versus $469,996 thousand a year ago. Operating income was $7,264 thousand and net income was $2,154 thousand, or $0.18 per diluted share, compared with $0.23 last year. For the nine months, net sales were $1,480,079 thousand and net income was $9,900 thousand versus $19,091 thousand in 2024.

Cash from operations was $59,534 thousand for the nine months. Cash was $7,548 thousand and the credit facility revolver balance was $240,926 thousand as of September 30, 2025, with about $312 million of availability. Shares outstanding were 11,197,621 as of October 30, 2025.

Strategic update: On October 28, 2025, the company agreed to a stock‑for‑stock merger with Ryerson Holding Corporation. Each ZEUS share will convert into 1.7105 Ryerson shares, and legacy ZEUS shareholders are expected to own approximately 37% of the combined company, subject to shareholder approvals, regulatory clearances, NYSE listing for new shares, and effectiveness of a Form S‑4.

Ryerson Holding Corporation agreed to acquire Olympic Steel in an all‑stock merger. Each share of Olympic common stock will convert into 1.7105 shares of Ryerson common stock, with cash paid in lieu of fractional shares. The merger will make Olympic a wholly owned subsidiary of Ryerson.

Closing is conditioned on Olympic shareholder adoption, Ryerson stockholder approval of the share issuance, effectiveness of a Form S‑4, NYSE listing approval for the new Ryerson shares, HSR clearance, and customary bringdowns and covenants, including no material adverse effect. The agreement includes a termination outside date of April 28, 2026 (extendable to July 28, 2026 for regulatory approvals) and reciprocal $15 million termination fees for certain recommendation changes or willful solicitation breaches, plus up to $10 million expense reimbursement if stockholder approval fails.

Post‑closing, Ryerson’s board will expand to 11 directors, adding four Olympic‑designated directors. Michael Siegal will become Board Chair, and Richard Marabito will become President and COO, with a $3,880,000 RSU sign‑on award vesting on the third anniversary of closing. Olympic equity and cash awards will be assumed, cashed out, or prorated per award type under specified terms.

Ryerson discussed third-quarter performance and its proposed all-stock merger with Olympic Steel (ZEUS). Q3 2025 net sales were $1.16 billion, with a net loss of $14.8 million ($0.46 per diluted share) as carbon steel margins compressed and shipments softened. Adjusted EBITDA excluding LIFO was $40.3 million. The company ended the quarter with $500 million in total debt, $470 million net debt, liquidity of $521 million, and a leverage ratio of 3.7x.

For Q4 2025, management expects volumes down 5–7%, average selling prices flat to up 2%, revenue of $1.07–$1.11 billion, adjusted EBITDA excluding LIFO of $33–$37 million, LIFO expense of $10–$14 million, and a net loss per share of $0.28–$0.22. Capex is guided to about $50 million for the year.

The merger with Olympic Steel targets Q1 2026 close. Olympic shareholders will receive 1.7105 Ryerson shares per ZEUS share, resulting in ownership of approximately 63% Ryerson holders and 37% Olympic holders. The combined company cites $6.5 billion of 2024 revenue and expects $120 million of synergies phased over two years, with up to $40 million in costs to achieve. Leadership will feature Eddie Lehner as CEO and Rick Marabito as President/COO, and an expanded 11‑member board chaired by Michael Siegal.

Ryerson Holding Corporation announced plans to merge with Olympic Steel, a value-added metals processor with 54 locations across North America. The combination is positioned to create the second-largest North American metals service center by integrating Olympic Steel’s complementary footprint, capabilities, and product offerings into Ryerson’s network.

The companies expect the merger to close in early 2026, subject to shareholder approvals and required governmental and regulatory approvals. Business operations continue as usual until closing. Ryerson and Olympic Steel plan to file a joint proxy statement and a Form S-4 registration statement that will include a joint proxy statement/prospectus to provide further details to stockholders.

Ryerson plans to merge with Olympic Steel, a value‑added metals processor with 54 locations across North America. The combination is positioned as the second‑largest North American metals service center and aims to unite complementary footprints, capabilities, and product offerings within Ryerson’s network.

Leadership for the combined company is outlined: Michael D. Siegal will become chairman of the Board, Olympic Steel will appoint three additional directors to a combined 11‑member Board, Eddie Lehner will serve as CEO, and Richard T. Marabito will serve as President and COO. The companies emphasized potential benefits such as accretive margins, strong cash flows, and synergies, while noting the merger is not yet finalized and both will continue to operate independently pending completion. Ryerson and Olympic Steel plan to file a joint proxy statement and a Form S‑4 registration statement.

Ryerson Holding Corporation announced plans to merge with Olympic Steel (ZEUS), a value-added metals processor with 54 North American locations. The companies say the combination would position the merged entity as the second-largest North American metals service center.

The message emphasizes continuity: business will continue as usual until closing, which is expected in early 2026. Ryerson and Olympic Steel intend to file a joint proxy statement and Ryerson plans to file a Form S-4 that will include the joint proxy statement/prospectus. Shareholder and regulatory approvals are required, and the communication includes standard forward-looking statements and risks.

Investors are directed to review the upcoming registration statement and joint proxy statement/prospectus when available for detailed information about the proposed transaction.

Ryerson Holding Corporation distributed internal manager talking points about its proposed merger with Olympic Steel, Inc. The message emphasizes that the merger has not closed and that both companies must continue to operate independently, avoiding any joint negotiations or control representations.

Ryerson and Olympic Steel plan to file a joint proxy statement and a Form S-4 registration statement that will include a joint proxy statement/prospectus. Investors are urged to read these materials when available, as they will contain important information about both companies and the proposed transaction.

The communication includes forward-looking statements and outlines numerous risks that could affect completion and outcomes, including shareholder and regulatory approvals, integration challenges, potential delays, market conditions, and other operational and financial factors. It also notes that this is not an offer or solicitation to buy or sell securities.