Form 4: Kesner Idalene Fay reports disposition transactions in ZEUS

Rhea-AI Filing Summary

Kesner Idalene Fay reported disposition transactions in a Form 4 filing for ZEUS. The filing lists transactions totaling 25,384 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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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^*

Kesner Idalene Fay

(Last) (First) (Middle)

C/O OLYMPIC STEEL, INC.

22901 MILLCREEK 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		5,231	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			20,153	(2)	(2)	Common Stock	20,153	(2)	0	D

Explanation of Responses:

1. Represents shares of Olympic Steel, Inc. common stock, without par value ("Company common stock"), 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. (including restricted shares that vested in connection with the merger). At the effective time of the merger, each such share of Company common stock 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. 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) and were immediately settled in shares of Parent common stock in connection with the Reporting Person's separation from service, which occurred at the effective time of the merger.

	/s/ Lisa K. Christen, as Attorney-In-Fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Idalene Fay Kesner report in this Form 4 for Olympic Steel (ZEUS)?

Idalene Fay Kesner reported disposing of all her Olympic Steel equity interests on February 13, 2026. This included common shares and restricted share units, reflecting the completion of the merger with Ryerson Holding Corporation and the conversion of her holdings into Ryerson common stock.

How many Olympic Steel (ZEUS) common shares did Kesner dispose of?

Kesner disposed of 5,231 shares of Olympic Steel common stock on February 13, 2026. These shares were converted under the merger agreement into Ryerson Holding Corporation common stock using a 1.7105 exchange ratio, plus cash for any fractional share amounts.

What happened to Idalene Fay Kesner’s restricted share units in Olympic Steel (ZEUS)?

Kesner disposed of 20,153 restricted share units tied to Olympic Steel common stock. Under the merger agreement, these RSUs were converted into RSUs over Ryerson common stock using a 1.7105 ratio and were immediately settled in Ryerson shares upon her separation from service at the merger’s effective time.

Why is the transaction price listed as $0.00 for Kesner’s Olympic Steel (ZEUS) Form 4?

The Form 4 shows a $0.00 price because the dispositions were structured through a merger, not an open-market trade. Kesner’s Olympic Steel shares and RSUs were converted into Ryerson common stock, plus cash for fractional shares, based on the merger’s agreed 1.7105 exchange ratio.

Does Idalene Fay Kesner still own any Olympic Steel (ZEUS) securities after this Form 4?

The filing indicates that Kesner held zero Olympic Steel common shares and derivative securities after the reported transactions. Her equity interests were converted into Ryerson Holding Corporation common stock under the merger terms effective at the time of her separation from service.

What are the key terms of the Olympic Steel (ZEUS) merger referenced in Kesner’s Form 4?

The merger converted each Olympic Steel common share into Ryerson Holding Corporation common stock using a 1.7105-to-1 exchange ratio. Holders also received a cash payment, rounded down to the nearest cent, in lieu of any fractional Ryerson shares created by the stock conversion.