Olympic Steel (NASDAQ: ZEUS) holders approve Ryerson stock-for-stock merger

Rhea-AI Filing Summary

Olympic Steel, Inc. shareholders approved a merger with Ryerson Holding Corporation, clearing a key step for Olympic Steel to become a wholly owned subsidiary of Ryerson. The merger proposal passed with 9,210,955 shares voted for, 35,670 against and 30,926 abstaining, out of 11,261,678 shares outstanding as of the record date.

The companies expect to close the merger on February 13, 2026, after which Olympic Steel shares will cease trading on Nasdaq. At closing, Olympic Steel shareholders will be entitled to receive 1.7105 shares of Ryerson common stock for each share of Olympic Steel common stock they own.

Insights

M&A and equity structure analyst

Shareholder approval advances stock-for-stock merger; Olympic Steel to delist and convert into Ryerson shares.

Olympic Steel shareholders have approved the merger with Ryerson Holding Corporation, with 9.21 million votes in favor and minimal opposition. This authorizes the transaction structure where Olympic Steel will become a wholly owned Ryerson subsidiary and its standalone equity will disappear.

Upon closing, each Olympic Steel share will convert into 1.7105 Ryerson shares, shifting investors from a pure service-center exposure in Olympic Steel to ownership in the larger Ryerson platform. The filing also notes that the merger-related executive compensation proposal was not approved, which affects governance optics but not the deal’s closing mechanics.

OLYMPIC STEEL INC false 0000917470 0000917470 2026-02-12 2026-02-12

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 12, 2026

OLYMPIC STEEL, INC.

(Exact name of registrant as specified in its charter)

Ohio		000-23320		34-1245650
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

22901 Mill Creek Blvd. Suite 650, Highland Hills, OH		44122
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (216) 292-3800

(Former name or former address, if changed since last report)

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, without par value		ZEUS		The NASDAQ Stock Market, LLC

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))

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 12, 2026, at 9:30 a.m. Eastern Time, via live audio-only webcast, Olympic Steel, Inc. (the “Company”) held a virtual special meeting of the Company’s shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on and approved a proposal (the “Merger Proposal”) to adopt the 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”), pursuant to which, 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. Prior to the Special Meeting, the Company delivered a definitive proxy statement/prospectus (the “Proxy Statement”) to its shareholders describing (i) the Special Meeting, (ii) the Merger Proposal, (iii) a proposal (the “Merger-Related Named Executive Officer Compensation Proposal”) to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger, (iv) the Merger and (v) related information. The Proxy Statement also contained a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to adopt the Merger Agreement (the “Adjournment Proposal”). The Proxy Statement was filed with the U.S. Securities and Exchange Commission on January 14, 2026.

As of the close of business on January 9, 2026, the record date for the Special Meeting, there were 11,261,678 shares of the Company’s common stock outstanding. At the Special Meeting, 9,277,551 shares of the Company’s common stock were represented by proxy or by attending the Special Meeting, representing approximately 82.4% of the Company’s common stock outstanding as of the record date, which constituted a quorum to conduct business at the Special Meeting. Virtual attendance at the Special Meeting constituted presence in person for purposes of satisfying the quorum and voting requirements. The following are the final voting results on the Merger Proposal, the Merger-Related Named Executive Officer Compensation Proposal and the Adjournment Proposal, each of which is more fully described in the Proxy Statement.

Merger Proposal: The number of shares voted for or against, as well as abstentions, with respect to the Merger Proposal presented at the Special Meeting was:

For		Against		Abstain
9,210,955		35,670		30,926

Merger-Related Named Executive Officer Compensation Proposal: The number of shares voted for or against, as well as abstentions, with respect to the Merger-Related Named Executive Officer Compensation Proposal presented at the Special Meeting was:

For		Against		Abstain
2,037,874		7,108,280		131,396

Adjournment Proposal: The number of shares voted for or against, as well as abstentions, with respect to the Adjournment Proposal presented at the Special Meeting was:

For		Against		Abstain
8,859,652		296,307		121,592

With respect to the Adjournment Proposal, although the Adjournment Proposal would have received sufficient votes to be approved, no motion was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

Because each of the Merger Proposal, the Merger-Related Named Executive Officer Compensation Proposal and the Adjournment Proposal were “non-routine” under applicable Nasdaq rules, brokers, banks and other nominees did not have discretionary authority to vote on any such proposals and were not be able to vote on any such proposals absent instructions from the beneficial owner. Accordingly, there were not any broker non-votes at the Special Meeting.

Item 8.01 Other Events.

On February 12, 2026, the Company and Ryerson issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of Ryerson stockholders held on February 12, 2026 in connection with the Merger contemplated by the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1. With the approval of the Merger Proposal, the Company expects to complete the Merger on February 13, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated February 12, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

				Olympic Steel, Inc.
				(Registrant)
February 12, 2026				/s/ Richard A. Manson
(Date)				Richard A. Manson
				Chief Financial Officer
				(Principal Financial and Accounting Officer)

Exhibit 99.1

Ryerson Holding Corporation Stockholders and Olympic Steel, Inc.

Shareholders Approve Proposals Related to Pending Transaction

(Chicago and Cleveland – February 12^th, 2026) – Ryerson Holding Corporation (NYSE: RYI), a leading value-added processor and distributor of industrial metals, and Olympic Steel, Inc. (NASDAQ: ZEUS), a leading U.S. metals service center, announced today that the shareholders of Olympic Steel and the stockholders of Ryerson have approved the merger and the related issuance of Ryerson stock, respectively, at their respective Special Meetings. As a result, the closing of the merger is expected to occur on February 13, 2026, subject to the satisfaction of the remaining customary closing conditions. Shares of Olympic Steel will cease trading on February 13, 2026, and following the closing, Olympic Steel will no longer be listed on the NASDAQ exchange.

Under the terms of the merger agreement, upon the closing of the transaction, Olympic Steel will merge with Ryerson on the terms set forth in the merger agreement and Olympic Steel shareholders will be entitled to receive 1.7105 shares of Ryerson common stock per share of Olympic Steel common stock.

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 approximately 106 locations. Visit Ryerson at www.ryerson.com.

About Olympic Steel

Founded in 1954, Olympic Steel (Nasdaq: ZEUS) 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.

FORWARD-LOOKING STATEMENTS

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 and Olympic Steel’s current views about future events. Such forward-looking statements include,

without limitation, statements about the benefits of the proposed transaction involving Ryerson and Olympic Steel, including future financial and operating results, expected synergies, Ryerson’s and Olympic Steel’s plans, objectives, expectations, and intentions, the expected timing and likelihood of completion of the proposed transaction, and other statements that are not historical facts. No assurances can be given that the forward-looking statements contained in this 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 an event, change or other circumstance could give rise to the termination of the proposed transaction; the risk that a condition to the consummation of the proposed transaction may not be satisfied; the risk of delays in completing the proposed transaction, including as related to any government shutdown; 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 from the proposed transaction may not be fully realized or may take longer to realize than expected, or that the proposed transaction may be less accretive than expected; the risk that the merger will not provide shareholders with increased earnings potential; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Ryerson’s or Olympic Steel’s common stock; the risk of litigation related to the proposed transaction; 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, 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 proposed transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; adverse economic conditions; highly cyclical fluctuations resulting from, among others, seasonality, market uncertainty, and costs of goods sold; each 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’s own, 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; either company’s indebtedness or covenants in the instruments governing such indebtedness; the influence of a single investor group over either company’s policies and procedures; and other risks inherent in Ryerson’s and Olympic Steel’s businesses and other factors described in Ryerson’s and Olympic Steel’s respective filings with the Securities and Exchange Commission (the “SEC”), including in the joint proxy statement filed by Ryerson and Olympic Steel with the SEC on January 14, 2026. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Ryerson and Olympic Steel, or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

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. Neither Ryerson nor Olympic Steel undertakes 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.

IMPORTANT ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

In connection with the merger, Ryerson and Olympic Steel have filed a joint proxy statement with the SEC on January 14, 2026, and Ryerson has filed with the SEC the Registration Statement on Form S-4 on December 5, 2025 (File No. 333-291983) that includes the joint proxy statement of Ryerson and Olympic Steel and a prospectus of Ryerson. Each of Ryerson and Olympic Steel may also file other relevant documents with the SEC regarding the merger. This document is not a substitute for the Joint Proxy Statement/Prospectus or Registration Statement or any other document that Olympic Steel or Ryerson may file with the SEC. The definitive joint proxy statement/prospectus was mailed to stockholders of Ryerson and the shareholders of Olympic Steel on or about January 14, 2026. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT RYERSON, OLYMPIC STEEL, AND THE MERGER.

Investors and security holders are able to obtain free copies of the Registration Statement, Joint Proxy Statement/Prospectus and other documents containing important information about Ryerson, Olympic Steel and the merger through the website maintained by the SEC at http://www.sec.gov. Copies of the Registration Statement, Joint Proxy Statement/Prospectus and other documents filed with the SEC by Ryerson may be obtained free of charge by directing a request by mail to Ryerson’s Corporate Secretary at Ryerson Holding Corporation, Attention: Secretary, 227 W. Monroe St., 27th Floor, Chicago, Illinois, 60606. Copies of the Registration Statement, Joint Proxy Statement/Prospectus and other documents filed with the SEC by Olympic Steel may be obtained free of charge by directing a request by mail to Olympic Steel’s Chief Financial Officer at Olympic Steel, Inc., 22901 Millcreek Boulevard, Suite 650, Highland Hills, OH, Attention: Chief Financial Officer.

Media and Investor Contact:

investorinfo@ryerson.com

FAQ

What did Olympic Steel (ZEUS) shareholders approve in the February 2026 special meeting?

Olympic Steel shareholders approved the merger with Ryerson Holding Corporation, allowing Olympic Steel to become a wholly owned Ryerson subsidiary. The merger proposal received 9,210,955 votes for, 35,670 against and 30,926 abstentions, representing strong support relative to 11,261,678 shares outstanding on the record date.

What will Olympic Steel (ZEUS) shareholders receive when the Ryerson merger closes?

At closing, Olympic Steel shareholders will receive 1.7105 shares of Ryerson common stock for each Olympic Steel share. This stock-for-stock exchange means existing Olympic Steel investors will hold Ryerson shares instead, reflecting their continuing economic interest in the combined industrial metals business.

When is the Olympic Steel–Ryerson merger expected to close and what happens to ZEUS stock?

The companies expect the merger to close on February 13, 2026, subject to remaining customary conditions. Olympic Steel shares are expected to cease trading on February 13, 2026, and, following closing, will no longer be listed on the Nasdaq exchange as the company becomes a Ryerson subsidiary.

How many Olympic Steel (ZEUS) shares voted on the merger and what was the quorum?

At the special meeting, 9,277,551 Olympic Steel shares were represented in person or by proxy, about 82.4% of the 11,261,678 shares outstanding on the record date. This satisfied quorum requirements and allowed shareholders to validly vote on the merger and related proposals.

What happened to the merger-related executive compensation proposal at Olympic Steel?

Shareholders did not approve the merger-related named executive officer compensation proposal. It received 2,037,874 votes for, 7,108,280 against and 131,396 abstentions. This advisory vote concerns potential compensation tied to the merger but does not block completion of the transaction itself.

Did Olympic Steel (ZEUS) shareholders approve the proposal to adjourn the special meeting if needed?

The adjournment proposal received sufficient support, with 8,859,652 votes for, 296,307 against and 121,592 abstentions. However, no motion to adjourn was made because the merger proposal already had enough votes, so an adjournment was deemed unnecessary.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 13.9 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