Form 4: WOLFORT DAVID A reports disposition transactions in ZEUS

Rhea-AI Filing Summary

WOLFORT DAVID A reported disposition transactions in a Form 4 filing for ZEUS. The filing lists transactions totaling 217,525 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WOLFORT DAVID A

(Last) (First) (Middle)

C/O OLYMPIC STEEL, INC.

22901 MILL CREEK BLVD., SUITE 650

(Street)

HIGHLAND HILLS OH 44122

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLYMPIC STEEL INC [ ZEUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		D		125,401	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(2)	02/13/2026		D			30,017	(3)	(3)	Common Stock	30,017	(3)	0	D
Restricted Share Units	(2)	02/13/2026		D			4,936	(4)	(4)	Common Stock	4,936	(4)	0	D
Restricted Share Units	(2)	02/13/2026		D			57,171	(5)	(5)	Common Stock	57,171	(5)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of October 28, 2025, by and among Olympic Steel, Inc. (the "Company"), Ryerson Holding Corporation ("Parent"), and Crimson MS Corp. At the effective time of the merger, each share of the Company's common stock, without par value ("Company common stock"), that was issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive a number of shares of common stock, $0.01 par value per share, of Parent ("Parent common stock"), multiplied by 1.7105 (rounded down to the nearest whole share), plus a cash payment (rounded down to the nearest cent) in lieu of any fractional shares as determined pursuant to the Merger Agreement.

2. Each restricted share unit ("RSU") represents the contingent right to receive one share of Company common stock.

3. These RSUs are fully vested and will generally be settled upon the Reporting Person's separation from service. Pursuant to the Merger Agreement, these RSUs were converted into RSUs with respect to Parent common stock by multiplying the number of shares of Company common stock underlying the award by 1.7105 (rounded down to the nearest whole share).

4. These RSUs are fully vested. Pursuant to the Merger Agreement, these RSUs were converted into RSUs with respect to Parent common stock by multiplying the number of shares of Company common stock underlying the award by 1.7105 (rounded down to the nearest whole share) and then cancelled in exchange for a cash payment equal to the number of shares of Parent common stock underlying the award, multiplied by the closing price per share of Parent common stock on February 13, 2026 (less applicable taxes), payable within 30 days of such date.

5. These RSUs are fully vested and were contributed to and used to fund the Reporting Person's account balance in the Supplemental Executive Retirement Plan ("SERP"). Pursuant to the Merger Agreement, these RSUs were cancelled and converted into a cash amount equal to the number of shares of Company common stock underlying the award, multiplied by 1.7105, and further multiplied by the closing price per share of Parent common stock on February 13, 2026. Such cash amount shall be credited to the Reporting Person's SERP account, and will otherwise remain subject to the payment timing requirements and other terms of the SERP.

	/s/ Lisa K. Christen, as Attorney-In-Fact	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Olympic Steel (ZEUS) director David A. Wolfort report?

David A. Wolfort reported disposing of his Olympic Steel equity on February 13, 2026. This included 125,401 common shares and several blocks of fully vested restricted share units, all adjusted or paid out under the terms of the merger with Ryerson Holding Corporation.

How were Olympic Steel (ZEUS) shares converted in the Ryerson merger?

Each Olympic Steel common share was converted into the right to receive 1.7105 shares of Ryerson common stock. The number is rounded down to the nearest whole share, with a separate cash payment made in lieu of any resulting fractional share, as specified in the merger agreement.

What happened to David A. Wolfort’s restricted share units in Olympic Steel (ZEUS)?

Wolfort’s fully vested restricted share units were treated in three ways under the merger. Some were converted into Ryerson stock, some cancelled for a cash payment based on Ryerson’s February 13, 2026 closing price, and others converted into a cash amount credited to his Supplemental Executive Retirement Plan.

What is the exchange ratio in the Olympic Steel (ZEUS) and Ryerson merger?

The merger sets a fixed exchange ratio of 1.7105 shares of Ryerson common stock for each Olympic Steel share. The resulting Ryerson share count is rounded down to the nearest whole share, with cash paid separately for any fractional share amount calculated under this formula.

How were cash payments to David A. Wolfort determined in the Olympic Steel (ZEUS) merger?

Cash related to Wolfort’s awards was based on Ryerson’s closing share price on February 13, 2026. For certain restricted share units, the number of underlying Ryerson shares was multiplied by that closing price, less applicable taxes, or used to determine a cash credit to his SERP account.

Did David A. Wolfort retain any Olympic Steel (ZEUS) shares after the merger transactions?

The Form 4 shows zero Olympic Steel common shares and zero listed restricted share units beneficially owned after the February 13, 2026 transactions. His prior holdings were either converted into Ryerson equity, paid in cash, or credited as a cash balance within his Supplemental Executive Retirement Plan.