Form 4: MANSON RICHARD A reports disposition transactions in ZEUS

Rhea-AI Filing Summary

MANSON RICHARD A reported disposition transactions in a Form 4 filing for ZEUS. The filing lists transactions totaling 65,490 shares.

Insights

Equity compensation and M&A analyst

Form 4 shows CFO’s equity rolled into Ryerson stock and cash as Olympic Steel merger closes.

The filing details how Olympic Steel’s Chief Financial Officer, Richard A. Manson, disposed of common shares and restricted share units as the merger with Ryerson Holding Corporation became effective. Each Olympic Steel share was converted using a 1.7105-to-1 exchange ratio for Ryerson common stock, plus cash instead of fractional shares.

Equity awards were treated differently depending on vesting and plan status. Some fully vested RSUs converted into RSUs over Ryerson stock, while others were cancelled for cash based on Ryerson’s February 13, 2026 closing price. Additional fully vested RSUs were converted into a cash balance credited to Mr. Manson’s Supplemental Executive Retirement Plan.

This is a structural change rather than an open-market sale: the transactions are coded as dispositions to the issuer tied directly to the merger terms. The economic outcome for the executive is now linked to Ryerson equity and cash-based retirement balances, consistent with the change in corporate control.

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^*

MANSON RICHARD 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		17,785	D	(1)	0	D
Common Stock	02/13/2026		D		3,810	D	(1)	0	I	Held by Spouse
Common Stock	02/13/2026		D		1,565	D	(1)	0	I	Held by Personal IRA

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			14,891	(3)	(3)	Common Stock	14,891	(3)	0	D
Restricted Share Units	(2)	02/13/2026		D			3,000	(4)	(4)	Common Stock	3,000	(4)	0	D
Restricted Share Units	(2)	02/13/2026		D			3,000	(5)	(5)	Common Stock	3,000	(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			16,503	(7)	(7)	Common Stock	16,503	(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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Olympic Steel (ZEUS) disclose for its CFO?

Olympic Steel disclosed that Chief Financial Officer Richard A. Manson disposed of common stock and restricted share units on February 13, 2026. These were merger-related dispositions tied to the closing of the company’s acquisition by Ryerson Holding Corporation under an agreed share-exchange formula.

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

Each Olympic Steel common share outstanding immediately before the merger’s effective time was converted into the right to receive Ryerson common stock. The conversion used a fixed 1.7105 exchange ratio per share, with an additional cash payment instead of any fractional Ryerson shares, as specified in the merger agreement.

What happened to Richard Manson’s restricted share units in the Olympic Steel (ZEUS) merger?

Each restricted share unit represented one Olympic Steel share and was adjusted under the merger agreement. Some RSUs converted into units over Ryerson stock using the 1.7105 ratio, while other fully vested RSUs were cancelled for cash or used to fund his Supplemental Executive Retirement Plan balance.

Were the Olympic Steel (ZEUS) CFO’s transactions open-market sales?

No. The transactions are coded as dispositions to the issuer and are described as being made pursuant to the merger agreement. Shares and restricted share units were exchanged or cancelled in connection with the closing of the Ryerson acquisition, rather than sold in open-market trading.

How was cash consideration for some Olympic Steel (ZEUS) RSUs determined?

For certain fully vested restricted share units, the cash payment was based on the number of Ryerson shares underlying the converted awards multiplied by Ryerson’s closing stock price on February 13, 2026. That amount, less applicable taxes, is to be paid or credited under plan terms.

How did the Olympic Steel (ZEUS) merger affect the CFO’s SERP balance?

Fully vested RSUs used to fund Richard Manson’s Supplemental Executive Retirement Plan were cancelled and converted into cash. The cash amount equaled Olympic Steel shares underlying those RSUs times 1.7105 and Ryerson’s February 13, 2026 closing price, then credited to his SERP account under existing payment timing rules.