Olympic Steel SEC Filings

Olympic Steel (ZEUS) reported third-quarter 2025 results and reaffirmed a pending merger with Ryerson. Sales were $491 million, up 4.5% year over year. Net income was $2.2 million or $0.18 per diluted share versus $2.7 million or $0.23 a year ago, reflecting a $0.1 million LIFO expense this quarter versus $2.0 million of LIFO income last year. Adjusted EBITDA rose to $15.4 million from $13.0 million, supported by strong performance in Specialty Metals.

The Board declared a regular quarterly dividend of $0.16 per share, payable December 15, 2025 to shareholders of record on December 1, 2025. The Company and Ryerson have a definitive merger agreement; closing is expected in Q1 2026, subject to regulatory and shareholder approvals and other customary conditions. Due to the pending transaction, the October 31 earnings call was canceled.

Olympic Steel announced an agreement to merge with Ryerson Holding Company, with closing expected in the first quarter of 2026, subject to customary closing conditions and other typical approvals. Until closing, both companies will continue to operate independently and are prohibited from collaborating on business matters.

At closing, Olympic Steel and its brands will become wholly owned subsidiaries of Ryerson (NYSE: RYI) and continue operating under their existing brand names. Olympic Steel’s executive team—Rick Marabito, Andrew Grieff, and Rich Manson—will remain in senior leadership roles, and Michael Siegal will become Chairman of the Ryerson Board. Olympic Steel common stock will cease trading on Nasdaq (ZEUS) at closing, while Ryerson will remain publicly traded on the NYSE.

An S-4 registration statement with a proxy statement/prospectus will be filed, and definitive materials will be mailed to Olympic Steel shareholders.

Olympic Steel (ZEUS) announced an agreement to merge with Ryerson Holding Company, a long‑established steel service center operator. The companies state they will remain separate until closing, and, upon closing, they anticipate no significant changes for employees, with Olympic Steel policies remaining in place.

Ryerson plans to file an S‑4 that will include a preliminary proxy statement/prospectus for Olympic Steel shareholders, with a definitive version to be mailed. A joint investor call is scheduled for Wednesday, October 29 at 10:00 AM ET (dial 800.330.6710, conference ID 1257397). Olympic Steel also noted its 3Q 2025 earnings release will post this afternoon.

Olympic Steel (ZEUS) filed a Form 425 communication regarding a proposed merger with Ryerson. The notice highlights that Ryerson will file a Form S-4 containing a preliminary proxy statement/prospectus for Olympic Steel shareholders, with a definitive proxy statement/prospectus to be mailed after effectiveness. The companies caution that forward-looking statements involve risks and uncertainties and urge investors to read the definitive materials when available on the SEC’s website.

Olympic Steel (ZEUS) filed a Rule 425 communication regarding a proposed business combination with Ryerson. The notice highlights that Ryerson will file a Registration Statement on Form S-4 containing a preliminary proxy statement/prospectus, and that Ryerson may not sell the common stock referenced until the S-4 becomes effective. A definitive proxy statement/prospectus will be mailed to Olympic Steel shareholders.

The communication includes a cautionary statement about forward‑looking information tied to the ability to complete the merger on anticipated terms and timeline. It also notes that directors and executive officers of both companies may be deemed participants in the proxy solicitation. Investors can access materials free of charge at SEC.gov, Ryerson’s website, or Olympic Steel’s website when available.

Olympic Steel filed a Rule 425 communication about a proposed merger with Ryerson. The companies plan to move forward with a Registration Statement on Form S-4, which will include a preliminary proxy statement for Olympic Steel and serve as a prospectus for Ryerson. The definitive proxy statement/prospectus will be mailed to Olympic Steel shareholders when available.

The communication emphasizes that it is not an offer to sell securities and that Ryerson may not sell common stock referenced in the materials until the S-4 becomes effective. It also includes a forward-looking statements caution and directs investors to review the definitive proxy statement/prospectus and related SEC filings on the SEC’s website or the companies’ investor pages.

Olympic Steel (ZEUS) announced a proposed merger with Ryerson and filed a Rule 425 communication. Ryerson will file a Form S-4 that includes a preliminary proxy statement/prospectus for Olympic Steel shareholders. The preliminary materials may change, and Ryerson may not sell common stock referenced in the document until the S-4 is declared effective. The definitive proxy statement/prospectus will be mailed to Olympic Steel shareholders.

Investors are urged to read the definitive proxy statement/prospectus and related SEC filings when available at sec.gov, as well as company websites for free copies. Directors and executive officers of both companies may be deemed participants in the proxy solicitation as described in their definitive proxy statements.

Olympic Steel (ZEUS) furnished a press release reporting operating results for the third quarter ended September 30, 2025. The press release is attached as Exhibit 99.1.

The information was provided under Item 2.02 (Results of Operations and Financial Condition), is furnished rather than filed under the Exchange Act, and is not incorporated by reference into other filings except as expressly stated.

Ryerson Holding Corporation reported third-quarter 2025 results and announced a merger agreement with Olympic Steel. Q3 net sales were $1.1615 billion, with average selling price up 2.6% and tons shipped down 3.2% sequentially. The company posted a net loss of $14.8 million (diluted EPS $(0.46)) and generated Adjusted EBITDA excluding LIFO of $40.3 million. Gross margin contracted to 17.2%.

Ryerson ended the quarter with $499.7 million total debt, $469.9 million net debt, and $521 million of global liquidity. The Board declared a quarterly dividend of $0.1875 per share, payable December 18, 2025 to holders of record on December 4, 2025. For Q4 2025, the company guides shipments down 5%–7%, net sales of $1.07–$1.11 billion, LIFO expense of $10–$14 million, Adjusted EBITDA ex-LIFO of $33–$37 million, and a diluted loss per share of $(0.28)–$(0.22).

Ryerson and Olympic Steel entered a definitive merger agreement: Olympic shareholders will receive 1.7105 Ryerson shares per Olympic share and are expected to own about 37% of the combined company. The companies target approximately $120 million in annual synergies by the end of year two, with closing expected in the first quarter of 2026, subject to customary approvals.