Form 4: Kempthorne Dirk A reports disposition transactions in ZEUS

Rhea-AI Filing Summary

Kempthorne Dirk A reported disposition transactions in a Form 4 filing for ZEUS. The filing lists transactions totaling 48,057 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kempthorne Dirk A

(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			42,826	(2)	(2)	Common Stock	42,826	(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Olympic Steel (ZEUS) report on February 13, 2026?

Olympic Steel reported director Dirk A. Kempthorne disposing of 5,231 common shares and 42,826 restricted share units on February 13, 2026. The disposition occurred in connection with Olympic Steel’s merger with Ryerson Holding Corporation under an Agreement and Plan of Merger.

Why did Dirk A. Kempthorne dispose of Olympic Steel (ZEUS) shares and RSUs?

Dirk A. Kempthorne’s equity was disposed of pursuant to the merger between Olympic Steel and Ryerson Holding Corporation. His Olympic Steel common shares and fully vested restricted share units were converted into rights to receive Ryerson common stock, consistent with the Agreement and Plan of Merger terms.

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

Each share of Olympic Steel common stock was converted into the right to receive Ryerson common stock using a 1.7105 exchange ratio. Holders also received a cash payment, rounded down to the nearest cent, instead of any fractional Ryerson shares created by that calculation under the merger agreement.

What happened to Dirk A. Kempthorne’s restricted share units at Olympic Steel (ZEUS)?

Each restricted share unit represented the right to one Olympic Steel share and was fully vested. Under the merger agreement, these RSUs were converted into RSUs referencing Ryerson common stock using the 1.7105 ratio, then immediately settled in Ryerson shares upon his separation from service at the merger’s effective time.

Did Dirk A. Kempthorne retain any Olympic Steel (ZEUS) equity after the reported transactions?

After the reported merger-related dispositions, Dirk A. Kempthorne’s Form 4 shows 0 shares of Olympic Steel common stock and 0 restricted share units beneficially owned. His former positions in Olympic Steel were effectively replaced with equity in Ryerson Holding Corporation under the merger exchange terms.

What role did Dirk A. Kempthorne hold at Olympic Steel (ZEUS) during these transactions?

Dirk A. Kempthorne was a director of Olympic Steel at the time of the reported February 13, 2026 transactions. The Form 4 identifies him as a director, filing individually, and shows that the reported securities were held with direct ownership rather than through an indirect entity.