Form 4: MARABITO RICHARD T reports disposition transactions in ZEUS

Rhea-AI Filing Summary

MARABITO RICHARD T reported disposition transactions in a Form 4 filing for ZEUS. The filing lists transactions totaling 206,917 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^*

MARABITO RICHARD T

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		73,249	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			70,802	(3)	(3)	Common Stock	70,802	(3)	0	D
Restricted Share Units	(2)	02/13/2026		D			8,246	(4)	(4)	Common Stock	8,246	(4)	0	D
Restricted Share Units	(2)	02/13/2026		D			11,000	(5)	(5)	Common Stock	11,000	(5)	0	D
Restricted Share Units	(2)	02/13/2026		D			4,936	(6)	(6)	Common Stock	4,936	(6)	0	D
Restricted Share Units	(2)	02/13/2026		D			38,684	(7)	(7)	Common Stock	38,684	(7)	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 generally vest on December 31, 2026, subject to the Reporting Person's continued employment and will be settled within 90 days following the applicable vesting date. 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).

5. These RSUs generally vest on December 31, 2027, subject to the Reporting Person's continued employment and will be settled within 90 days following the applicable vesting date. 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).

6. 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.

7. 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 ZEUS CEO Richard Marabito report?

Richard T. Marabito reported disposing of Olympic Steel common stock and restricted share units on February 13, 2026, in connection with the company’s merger with Ryerson Holding Corporation. The common shares and RSUs were converted into Ryerson stock, cash, or SERP credits under the merger agreement.

How many Olympic Steel common shares did the ZEUS CEO dispose of?

He reported a disposition of 73,249 shares of Olympic Steel common stock. This transaction was treated as a disposition to the issuer when the merger with Ryerson became effective, with each share converted into Ryerson common stock plus cash instead of any fractional shares.

How were Olympic Steel shares converted in the Ryerson merger?

Each Olympic Steel share was converted into the right to receive 1.7105 shares of Ryerson common stock, rounded down to the nearest whole share. Holders also received a cash payment, rounded down to the nearest cent, in lieu of any fractional Ryerson shares created by the conversion ratio.

What happened to the ZEUS CEO’s restricted share units in the merger?

His restricted share units were treated according to their vesting status under the merger agreement. Vested and unvested RSUs were converted into Ryerson RSUs at the 1.7105 ratio, or into cash amounts based on Ryerson’s closing share price, with some credited to his supplemental executive retirement plan account.

Were any of the ZEUS CEO’s RSUs converted to cash rather than stock?

Yes. Certain fully vested RSUs were converted into RSUs tied to Ryerson stock and then cancelled for a cash payment. The cash was calculated using the number of resulting Ryerson shares and Ryerson’s closing share price on February 13, 2026, less applicable taxes, payable within 30 days.

How were RSUs used to fund the ZEUS CEO’s SERP account?

A fully vested RSU block was contributed to fund his Supplemental Executive Retirement Plan account. Those RSUs were cancelled and converted into a cash amount equal to Olympic Steel shares underlying the award times 1.7105 and the Ryerson closing share price on February 13, 2026, then credited to his SERP balance.