SEC Form 425 filed by Olympic Steel Inc.

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At approximately 4:30 PM (ET) today, you will see a press release notification followed by an email to “All Olympic Users” from [email protected] announcing our agreement to merge with Ryerson.

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We understand that this is a lot to digest on very short notice.

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There are a lot of regulatory procedures we must adhere to as public companies, including how and when we can communicate with key stakeholders.

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As leaders of the organization, we’re sharing this announcement slightly ahead of the employee announcement, because employees may turn to you with questions.

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You probably have several questions yourselves.

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The merger is expected to close in the first quarter of next year, subject to customary closing conditions and other approvals, and until that time, we have many details to work out and many restrictions on what we can discuss.

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For now, here is what we can share…

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First – once we close, we anticipate no significant changes for employees. Your employer will continue to be Olympic Steel or your current brand. There are no plans to change your pay, incentives, benefits, job title, and responsibilities.

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Likewise, all our company policies and programs remain in place.

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These facts are important for you to know and for you to reinforce with your teams.

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The communication to employees and the talking points we will provide to you after this call reinforce those important messages, as well.

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It really will be business as usual, and we want employees to understand that.

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Second – and this is especially important for your local leadership and commercial team members:

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Until we close, Olympic Steel and Ryerson will remain separate companies, meaning we must continue to act independently and not collaborate with Ryerson employees on anything related to the business, including not jointly interacting with customers or suppliers.

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If your customers or suppliers reach out with questions, it’s “business as usual.”

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We can’t discuss the merger and won’t have additional information until we close.

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Until then, we will continue to take and fill orders and support our customers as usual.

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This is extremely important.

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Once we close, Olympic Steel and all our subsidiary brands will continue to operate under their existing brand names, and Rich, Rick and I are all staying with the combined company.

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Michael Siegal will move from Executive Chairman of the Olympic Steel Board to Chairman of Ryerson’s Board.

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These are some of the high-level points we wanted to touch on, but we’ve included additional information in the FAQ document you’ll receive following this call.

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I strongly encourage you to review those materials in detail, so you have all the same information we’re providing to your employees.

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Now, as it relates specifically to you as members of the Sr. Leadership Team…

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For those on incentive plans tied to Olympic Steel stock, you will receive an individual statement before the merger closes. Annual incentives will be paid and continue in 2026 as usual.

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Next - the budget process will continue as planned.

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If anything changes – for example, the timing of budget calls – we will make you aware as soon as possible.

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Until the merger closes, please put a pause on any significant CAPEX requests or personnel changes.

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COLA will continue as planned, but please hold off on promotions or staffing changes until we provide further guidance after the close.

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Please also pause any additions to staff during this time period.

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If you need to backfill a critical position or propose a CAPEX spend, discuss it with your Segment President first.

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This is a lot to take in, but it’s all great news for Olympic Steel.

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This will move us from the #13 North American service center to #2.

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That’s the kind of growth that produces meaningful benefits for all our stakeholders – yourselves included.

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Now, in the interest of time, we want to give you a few minutes to review the communications and let some of this settle.

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Your employees and customers will likely begin reaching out this evening.

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We’re sending you talking points to assist with those discussions, and we advise making copies of the FAQs available to your production team members.

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There won’t be much else we can share until the merger closes in the first quarter, but as soon as we can provide additional information and answer questions, we will certainly do so.

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Please stick to the talking points and information we’ve provided, avoid speculation and direct any outside inquiries you receive to Rick, Rich or me.

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The three of us are the only people authorized to speak on Olympic Steel’s behalf.

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Now, unfortunately, I won’t be able to open it up for questions at this point.

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Until closing, we can’t comment much beyond what I’ve already shared and what is included in the communications you’ll receive from Michelle Pearson-Casey after this call.

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If you are uncertain about these instructions or any of the information you receive, please reach out to your Regional Vice President.

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Otherwise, I thank you for your time this afternoon.

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Again, I know it’s a lot to process, but it really is an exciting moment for Olympic Steel and for all of us.

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With that, let’s conclude the call and allow you a few minutes to think through everything before you begin getting questions from your teams.

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the failure to obtain the requisite shareholder approval in connection with the transaction and the failure to satisfy various other conditions to the closing of the transaction contemplated by the merger agreement;

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the failure to obtain governmental approvals of the transaction on the proposed terms and timeline, and any conditions imposed on the combined company in connection with consummation of the transaction;

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the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;

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disruption from the proposed transaction making it more difficult to maintain relationships with customers, partners, employees or suppliers;

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the risk that the proposed transaction may be less accretive than expected, or may be dilutive, and that the combined company may fail to realize the benefits expected from the merger;

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risks relating to any unforeseen liabilities of Olympic Steel or Ryerson; and

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other factors described in our Annual Report on Form 10-K for the year ended December 31, 2024 under Item 1A, “Risk Factors.”