RYZ 10-K & 10-Q changes, risk factors and insider trading

Weakness in the economy, market trends, and other conditions affecting the profitability and financial stability of our customers has and could continue to negatively impact our sales growth and results of operations.

Economic and industry trends affect our business environments. We serve several metals-consuming industries in which the demand for our products and services is sensitive to the production activity, capital spending, and demand for products and services of our customers. Many of these customers operate in markets that are subject to highly cyclical fluctuations resulting from seasonality, market uncertainty, costs of goods sold, currency exchange rates, foreign competition, offshoring of production, oil and natural gas prices, geopolitical developments, and a variety of other factors beyond our control. Any of these factors have and could cause customers to idle or close facilities, delay purchases, reduce production levels, or experience reductions in the demand for their own products or services.

The metals services business is very competitive and increased competition has and could reduce our revenues and gross margins.

Changing metals prices may have a significant impact on our liquidity, net sales, gross margins, operating income, and net income.

The metals services industry as a whole is cyclical and, at times,and pricing and availability of metal canhas been volatile in the past and could continue to be volatile due to numerous factors beyond our control, including, but not limited to, general domestic and international economic conditions, labor costs, sales levels, competition, levels of inventory held by other metals service centers, consolidation of metals producers, higher raw material costs for the producers of metals, import duties and tariffs, and currency exchange rates. This volatility can significantly affect the availability and cost of materials for us. Our ability to pass on increases in costs in a timely manner depends on market conditions and may result in lower gross margins. In addition, higher prices could impact demand for our products, resulting in lower sales volumes. Moreover, we maintain substantial inventories of metal to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, contracts with customers, and market conditions. Commitments for metal purchases are generally at prevailing market prices in effect at the time orders are placed or at the time of shipment. During periods of rising metal prices, we may be negatively impacted by delays between the time of increases in the cost of metals to us and increases in the prices that we charge for our products if we are unable to pass these increased costs on to our customers. In addition, when metal prices decline, this couldhas resultresulted in lower selling prices for our products and, as we use existing inventory that we purchased at higher metal prices, lower gross profit margins. Declines in prices or reductions in sales volumes could adversely impact our ability to maintain our liquidity and to remain in compliance with certain financial covenants under our $1.3 billion revolving credit facilityfacility, as amended (“the Ryerson Credit Facility”), as well as result in us incurring inventory or goodwill impairment charges. Consequently, changingChanging metals prices couldhave significantlynegatively impactimpacted our liquidity, net sales, gross margins, operating income, and net income.income in recent years and could continue to do so it the future.

We evaluate goodwill annually on October 1 and whenever events or changes in circumstances indicate potential impairment. Events or changes in circumstances that could trigger an impairment review include significant underperformance relative to our historical or projected future operating results, significant changes in the manner or the use of our assets or the strategy for our overall business, and significant negative industry or economic trends. We test for impairment of goodwill by assessing various qualitative factors with respect to developments in our business and the overall economy and calculating the fair value of a reporting unit using a combination of an income approach based on discounted future cash flows and a market approach at the date of valuation, as necessary. Under the discounted cash flow method, the fair value of each reporting unit is estimated based on expected future economic benefits discounted to a present value at a rate of return commensurate with the risk associated with the investment.investment Projected cash flows are discounted to present value using an estimated weighted average cost of capital, which considersconsidering both returns to equity and debt investors. Please refer to the Section titled “Critical Accounting Estimates - Goodwill,” of Item 7, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” and Note 1 — “Summary of Accounting and Financial Policies” of Part II, Item 8 "Financial Statements and Supplementary Data" for further information.

Changes in inflation have and may continue to adversely affect financial performance.

We monitor the risk that the principal markets in which we operate could experience increased inflationary conditions. The onset, duration, and severity of an inflationary period cannot be estimated with precisionprecision.

We have grown through a combination of internal expansion, acquisitions, and joint ventures. We intend to continue to grow through acquisitions,acquisitions and mergers, but we may not be able to identify appropriate acquisition candidates, obtain financing on satisfactory terms, consummate acquisitions, or integrate acquired businesses effectively and profitably into our existing operations. Restrictions contained in the agreements governing the Ryerson Credit Facility, or our other existing or future debt may also inhibit our ability to make certain investments, including acquisitions, and participations in joint ventures.

Acquisitions, mergers, partnerships, joint ventures, and other business combination transactions, both foreign and domestic, involve various inherent risks, such as uncertainties in assessing value, strengths, weaknesses, liabilities, and potential profitability. There is also risk relating to our ability to achieve identified operating and financial synergies anticipated to result from the transactions. Additionally, problems could arise from the integration of acquired businesses, including unanticipated changes in the business or industry or general economic conditions that affect the assumptions underlying the acquisition. Our future success will depend on our ability to complete the integration of these future acquisitions successfully into our operations. Specifically, after any acquisition,business combination, customers may choose to diversify their supply chains to reduce reliance on a single supplier for a portion of their metals needs. We may not be able to retain all of our and an acquisition’s customers, which may adversely affect our business and sales. Integrating acquisitions, particularly large acquisitions, requires us to enhance our operational and financial systems and employ additional qualified personnel, management, and financial resources, and may adversely affect our business by diverting management away from day-to-day operations. Further, failure to successfully integrate acquisitions may adversely affect our profitability by creating significant operating inefficiencies that could increase our operating expenses as a percentage of sales and reduce our operating income. In addition, we may not realize expected cost savings from acquisitions. Any one or more of these factors could cause us to not realize the benefits anticipated or have a negative impact on the fair value of the reporting units. Accordingly, goodwill and intangible assets recorded as a result of acquisitions could become impaired.

We have significant operations in Canada which incur the majority of their metal supply costs in U.S. dollars but earn the majority of their sales in Canadian dollars. Additionally, we have significant assets in China and conduct operations in Mexico. We mayhave from time to time experienceexperienced losses when the value of the U.S. dollar strengthens against the Canadian dollar, the Chinese renminbi, the Hong Kong dollar, or the Mexican peso, which couldhas have a materialcaused adverse effecteffects on our results of operations.operations in the past and could occur again. In addition, we are subject to translation risk when we consolidate our Canadian, Chinese, and Mexican subsidiaries’ net assets into our balance sheet. Fluctuations in the value of the U.S. dollar versus the Canadian dollar, Chinese renminbi, the Hong Kong dollar, or the Mexican peso couldhas reducein the past reduced the value of these assets as reported in our financial statements, which could, as a result, reducereduced our stockholders’ equity.equity in the past and this could occur again in the future.

The Chinese government has exercised and continues to exercise substantial control over the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property, and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Moreover, the Chinese court system does not provide the same property and contract right guarantees as do courts in the U.S. and, accordingly, disputes may be protracted and resolution of claims may result in significant economic loss.

Additionally, there is no private ownership of land in China and all land ownership is held by the government of China, its agencies, and collectives, which issue land use rights that are generally renewable. We lease the land where our Chinese facilities are located from the Chinese government. IfDuring 2025, the Chinese government decidedterminated toone terminateof our land use rights agreements,agreements resulting in impairment of assets and disruptions to our assetsbusiness, the impact of which was not significant to the consolidated financial statements. The Chinese government could becomeat impairedany point terminate any of the other land use rights that we have and ourthe ability to meet customer ordersimpact could be impacted.significant in the future.

The unavailability of any of our computer-based systems for any significant period of time could have a material adverse effect on our operations. In particular, our ability to manage inventory levels successfully largely depends on the efficient operation of our computer hardware and software systems. We use management information systems to track inventory information at individual facilities, provide pricing recommendations for sales quotes, communicate customer information, enter and track orders, operate processing equipment, and aggregate daily sales, margin, and promotional information. Difficulties associated with maintaining legacy systems, upgrades, installations of major software or hardware, and integration with new systems could have a material adverse effect on results of operations. WeThe personnel and financial resources we commit to maintaining and upgrading our information systems may not be sufficient to address all potential issues, and we could be required to expend substantialsubstantially more resources than anticipated to upgrade our information systems or integrate them with the systems of companies we have acquired. The upgrade or integration of these systems may disrupt our business or lead to operating inefficiencies. In addition, these systems are vulnerable to, among other things, damage or interruption from fire, flood, tornado, and other natural disasters, power loss, computer system and network failures, failure of telecommunications or other critical infrastructure, operator negligence, physical and electronic loss of data, or security breaches and computer viruses.

We depend on the proper functioning and availability of our information technology platform, including our communications and data processing systems,systems and those of third parties, in operating our business. These systems include software programs that are integral to the efficient operation of our business. We have established security measures, controls, and procedures, including established recovery procedures for critical systems and business functions, to safeguard our information technology systems and to prevent unauthorized access to such systems and any data processed or stored in such systems, and we periodically evaluate and test the adequacy of such systems, measures, controls, and procedures; however, there can be no guarantee that such systems, measures, controls, and procedures will be effective. Security breaches could expose us to a risk of loss or misuse of our sensitive or proprietary information, litigation, and potential liability. In addition, cyber incidents that impact the availability, reliability, speed, accuracy, or other proper functioning of these systems could have a significant impact on our operations, and potentially on our results. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving and sophisticated cyberattacks, including through the use of artificial intelligence. A significant cyber incident, including system failure, security breach, disruption by malware, or other damage could interrupt or delay our operations, result in a violation of applicable privacy and other laws, damage our reputation, cause a loss of customers, or give rise to monetary fines and other penalties, which could be significant. Refer to Item 1C: "Cybersecurity" for further information on our Cybersecurity processes, policies, and programs.

As of December 31, 2024,2025, we employed approximately 4,0004,100 persons in North America and 200 persons in China. Our North American workforce was comprised of approximately 1,700 office employees and approximately 2,3002,400 plant employees. SixteenSeventeen percent of our plant employees were members of various unions, including the United Steel Workers and The International Brotherhood of Teamsters.Teamsters, as of December 31, 2025.

EightFive renewal contracts covering 154145 employees were successfully negotiated in 2024.2025. FiveEight contracts covering 133162 employees are currently scheduled to expire in 2025.2026.

Additionally, on an as needed basis we may use commodity contracts, foreign exchange contracts, and interest rate swaps to manage our exposure to commodity price risk, foreign currency exchange risk, and interest rate risk. These risk management strategies pose certain risks, including the risk that losses on a hedge position may exceed the amount invested in such instruments. Moreover, a party in a hedging transaction may be unavailable or unwilling to settle our obligations, which could cause us to suffer corresponding losses. A hedging instrument may not be effective in eliminating all of the risks inherent in any particular position. Our profitability may be adversely affected during any period as a result of the use of such instruments.

Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social, and governance matters ("ESG"), that could expose us to numerous risks. These rules and regulations may continue to change as the federal administration transitions and the state of California provides further guidance on the state's newstate-level climate laws.laws evolve. Our adherence to these rules and regulations will require additional resources and the implementation of new reporting processes, all entailing additional compliance risk. Moreover, the progress and disclosure of our initiatives within the ESG scope could be criticized for accuracy, adequacy, and completeness, or may not advance at a sufficient pace. If our ESG-related data, processes, and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our sustainability goals, or at all, our reputation, business, financial performance, and growth could be adversely affected.

As a result of this volatility, investors may experience losses on their investment in our common stock. The market price for our common stock has been influenced by a variety of factors in the past and may continue to be influenced by manyany number of factors, including the following:

In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management's attention and resources, which could materially and adversely affect our business, financial condition, results of operations, and growth prospects. There can be no guarantee that our stock price will remain at current levels or that future sales of our common stock will not be at prices lower than those sold to investors.

limit our ability to use our cash flow for future working capital, capital expenditures, acquisitions, mergers, or other general corporate purposes;

The terms of the Ryerson Credit Facility require that, in the event availability under the facility declines to a certain level, we maintain a minimum fixed charge coverage ratio at the end of each fiscal quarter. Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as the Company is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. As of December 31, 2024,2025, total credit availability under the Ryerson Credit Facility was $376$428 million. See discussion regarding the Ryerson Credit Facility in Note 9: “Debt” and Note 19: "Subsequent Events" of Part II, Item 8 “Financial Statements and Supplementary Data” as well as the discussion within the “Liquidity and Capital Resources” section of Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

All of our indebtedness, including the Ryerson Credit Facility, bears interest at rates that fluctuate with changes in certain short-term prevailing interest rates. As of December 31, 2024,2025, we had $470.0$463.2 million of outstanding borrowings under the Ryerson Credit Facility, with an additional $376$428 million available for borrowing under such facility. Assuming a consistent level of debt through-out 20242025 a 100 basis point increase in the interest rate on our floating rate debt effective from the beginning of the year would increase our interest expense under the Ryerson Credit Facility by approximately $5.8$6.1 million, on an annual basis. The Federal Reserve has decreased rates in 2024,2025 reducingand ouris expected to continue to decrease rates in 2026. Due to the rate cuts implemented, the interest rate on the Ryerson Credit Facility inhas thedecreased fourththroughout quarter of 2024.2025. If interest rates rise in the future, we could be unable to service our debt, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Our credit ratings are based on a number of factors, including our financial strength and factors outside of our control, such as conditions affecting our industry generally or the introduction of new rating practices and methodologies. Our credit rating remained unchanged throughout 2025. We cannot provide assurances that our current credit ratings will remain in effect or that the ratings will not be lowered, suspended, or withdrawn entirely by the rating agencies. If rating agencies lower, suspend, or withdraw the ratings, the market price or marketability of our securities may be adversely affected. In addition, any negative change in ratings could make it more difficult for us to raise capital on acceptable terms, impact our ability to obtain adequate financing, and result in higher interest costs for our existing credit facilities, including the Ryerson Credit Facility, or on future financings.

Platinum owns a substantial percentage of our stock andand, as of December 31, 2025, has the right to nominate twoone membersmember of the Corporation’s board and will be able to exert influence over matters subject to stockholder approval.

As of December 31, 2025, Platinum owns approximately 3,924,478 shares of our common stock, which is approximately 12.3%12.2% of our issued and outstanding common stock. Therefore, Platinum may be able to influence all matters requiring stockholder approval. For example, Platinum may be able to influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that our stockholders may believe are in their best interest as stockholders.

The Company is party to an investor rights agreement (the “Investor Rights Agreement”) with certain affiliates of Platinum which provides, among other things, that for so long as Platinum collectively beneficially owns (i) at least 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate for election to the board of directors of the Company no fewer than that number of directors that would constitute a majority of the number of directors if there were no vacancies on the board, (ii) at least 15% but less than 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate two directors, and (iii) at least 5% but less than 15% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate one director. The agreement also provides that if the size of the board of directors is increased or decreased at any time, Platinum’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number. Based on Platinum's current voting power of the outstanding capital stock of the Company and the current size of the Board, as of December 31, 2025, Platinum has the right to nominate upone to two directorsdirector pursuant to the Investor Rights Agreement. As a result, Platinum may influence our policies and operations, including the appointment of management, future issuances of our common stock or other securities, and the payment of dividends, as well as impact decisions to enter into any other corporate transaction.

Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. AffiliatesAs of December 31, 2025 affiliates of Platinum Equity, LLC (“Platinum”) own approximately 3,924,478 shares of our common stock, which is approximately 12.3%12.2% of our issued and outstanding common stock.

Similar to other metals service centers, we maintain substantial inventories of metals to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon customer forecasts, historic buying practices, supply agreements with customers, mill lead times, and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders. At the request of our customers, we have some fixed price sales contracts. We have entered into swaps in order to mitigate our customers’ risk of volatility in the price of metals related to these contracts and we have entered into metals hedges to mitigate our own risk of volatility in the price of metals. We have no long-term, fixed-price metals purchase contracts. When metals prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profits and earnings as we sell existing metals inventory. When metals prices increase, competitive conditions will influence how much of the price increase we may pass on to our customers.

The metals service center industry is cyclical and volatile in both demand and pricing, and difficult to predict. In 2024,2025, Ryerson experienced amarginal declinevolume ingrowth of 0.5% and an average selling pricesprice decrease of 9.7% and a decline in shipments of 0.3% when1.1% compared to 20232024 as the period was characterized by globalsubdued oversupplydownstream demand and decliningvolatile demandpricing, duringimpacted 2024,by withtariff highertrade inflation and high interest rates contributing to slower economic conditions for industrial manufacturing.policy. Changes in average selling prices are primarily driven by commodity metals prices, which impact Ryerson’s selling prices over the subsequent three to six-month period.

ThroughoutIn 2024,2025, indicators in thefor key steel industry end markets reported contraction in industrial activity.activity momentum but output improvement relative to the previous year. This is evidenced by the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”), which indicated that the majority of surveyed purchasing managers reported contractinga decline in activity in nearly every month of 20242025 with the exception of January and February, as marked by readings below the growth threshold of 50,50. indicatingJanuary 2026 reversed the trend with a slowdownreading inabove factorythe activity.growth Similarly,threshold of 52.6. On the other hand, U.S. Industrial Production, which reports year-over-year industrial sector business output, reported lowgrowth orfor slowingeach growthmonth of 2025, indicating that while PMI would suggest that 2025 was a year of widespread contractionary momentum, there was resiliency in the overall output forrelative most ofto the previous year.

According to the Metal Service Center Institute, North American service center volumes decreased by 3.0%1.5% in 20242025 compared to 2023.2024. OnAlso on a North American basis, Ryerson's North American volumes declined 1.0%by 0.4% over the same period.period, Whileimplying that the Company gained market share during the year. Reflecting on volume performance by end-market, Ryerson experienced year-over-year volume declines in Consumer Durables, Oil & Gas, Commercial Ground Transportation, andClimate, Industrial Machinery &Heavy Equipment, theseand Power sectors. These declines were partially offset by demand growth in HVAC, Food ProcessingFabrication & AgricultureWelding, Equipment,Machine Construction Equipment,Shop, and MetalMachinery Fabrication& andEquipment Machine Shops.sectors.

Ryerson’s market strategy focuses on providing excellent customer experiences consistently with speed at scale. Our culture is based on our trademarked “say yes, figure it out” mantra. We strive to grow our volume and sustainably expand margins by increasing our fabrication business, transactional sales, and improving our speed through tools and analytics. Ryerson’s financial strategy includes a focus on generating cash from operating activities and continuously improving a “through the cycle” operating model to maintain a strong balance sheet, re-invest in the growth of the business, and generate returns to shareholders.stockholders.

LowerCommodity commodityprice pricesvolatility and slowersubdued economicdownstream conditionsdemand in metals2025 marketscontributed in 2024 causedto lower average selling prices and lowermodestly volumes.higher volumes year-over-year. Compared to 2023,2024, average selling prices decreased by 9.7%1.1% and tons shipped decreasedincreased by 0.3%,0.5%, resulting in a year-over-year revenue decrease of 10.0%.0.6%. Gross margin contracted by 190100 bps from 20232024 as decreasingthe marketsoft prices,demand andenvironment thereforechallenged tariff-supported average selling prices, outpaced the decrease in inventory costs.prices. Warehousing, delivery, selling, general, and administrative expenses for 2024 increased by $7.71.0%, millionor $8.4 million, in 2025 compared to 20232024 driven primarily by increased delivery expenses, advisory service fees related to the inclusionOlympic ofSteel operatingMerger, higher salaries and wages, and expenses fromrelated companiesto Production Metals, an entity acquired in 2023August andof 2024 and increased reorganization costs, primarily due to increased system conversion activity as well as start up costs associated with ournow newa statefull-year of theexpenses artin University2025. Park location. Partially offsetting the expenseThese increases were lowerpartially employeeoffset relatedby costsdecreased inreorganization 2024expenses resultingand fromprofessional workforce reductions as well as lower variable incentive compensation.fees. We recorded net loss attributable to Ryerson Holding Corporation of $56.4 million, or $1.76 per diluted share, in 2025. This compares to net loss attributable to Ryerson Holding Corporation of $8.6 million, or $0.26 per diluted share, in 2024. This compares to net income attributable to Ryerson Holding Corporation of $145.7 million, or earnings of $4.10 per diluted share, for 2023. The year over year decreases are a result of the decline in commodity prices and the effects of contracting industrial manufacturing demand.

To provide greater insight into the Company’s 20242025 operating trends apart from the year’s one-time transactions, Ryerson provides adjusted net income (loss) and adjusted diluted earnings (loss) per share figures, which are not U.S. generally accepted accounting principles (“GAAP”) financial measures, to compliment the reported GAAP net income (loss) and diluted earnings (loss) per share figures. Management uses these metrics to assess year-over-year performance excluding non-recurring transactions. Adjusted net income (loss) and adjusted diluted earnings (loss) per share do not represent, and should not be used as a substitute for, net income (loss) or earnings (loss) per share determined in accordance with GAAP. Illustrated in the below table, the 20242025 net loss attributable to Ryerson Holding Corporation of $8.6$56.4 million includes a restructuring$7.8 million charge offor $3.1advisory million,services asrelated wellto asour amerger pensionwith settlementOlympic lossSteel, impairment charges on assets of $2.1$3.4 million, a $1.6$1.9 million gain on a litigation settlement, and a $1.0 million gain on an insurance settlement, and a $0.3 million curtailment gain related to various retirement benefit plans, and the related income tax benefit. After adjusting for these non-core business transactions and the related income taxes, the adjusted net loss attributable to Ryerson Holding Corporation for 20242025 is $6.1$50.2 million, a decrease of $151.2$44.1 million comparedlower tothan the prior year’s adjusted net incomeloss attributable to Ryerson Holding Corporation of $145.1$6.1 million which included a $0.8restructuring charge of $3.1 million, a pension settlement loss of $2.1 million, a $1.6 million gain on an insurance settlement, a $0.3 million curtailment gain related to various retirement benefit plansplans, and the related income taxes.tax benefit.

Ryerson generated cash from operating activities of $204.9$87.0 million in 2024,2025, a decrease compared to $365.1$204.9 million generated in 2023.2024. The decrease in cash generation year over year is primarily due to lowerchanges netin incomeworking generation.capital. See further details within the section titled "Liquidity and Capital Resources" within this Item.

Operating expenses. Optimizing business processes and asset utilization to lower fixed expenses such as employee, facility, and truck fleet costs, which cannot be rapidly reduced in times of declining volume, and maintaining a low fixed cost structure in times of increasing sales volume, have a significant impact on our profitability. Operating expenses include costs related to warehousing and distributing our products as well as selling, general, and administrative expenses.

Revenue for the year ended December 31, 2024,2025 decreased slightly from the same period a year ago dueas commodity price volatility and subdued downstream demand in 2025 contributed to lower average selling prices causedand bymodestly lowerhigher commodityvolumes year-over-year. Revenue increased in the third and fourth quarters of 2025 compared to the year-ago periods as average selling prices in 2024increased due to support from tariff policy and rising input prices while the effectsdemand ofenvironment contractingremained industrial manufacturing demand.soft. Compared to the year ago period, average selling priceprices for the full-year period decreased for nearly all of our carbon and stainless product lines in 20242025 with the largest decreases in our stainless flat, stainless long,plate, carbon plate, and stainlesscarbon plateflat products.products, partially offset by increases in all of our aluminum products lines. Tons sold decreasedincreased slightly in 20242025 overall, with the largest decreasesincreases in our carbonstainless long, aluminum long, and aluminumstainless plate product lines largely offset by an increasedecreases in our carbonaluminum flat and aluminum plate shipments. Tons sold per ship day were 7,6567,726 in 20242025 compared to 7,7417,656 in 2023.2024.

The decreaseincrease in cost of materials sold in 20242025 compared to the year ago period is primarily due to aan decreaseincrease in average cost of materials sold per ton causeddue to rising metals prices in the second half of the year driven by lowersupport commodityfrom prices.tariff Thepolicy. averageCompared costto ofthe materialsprior sold decreased across all of our product lines withyear, the average cost of materials sold in 2025 increased for all of our aluminum product lines, partially offset by decreases across most of our carbon and stainless product lines decreasingwith morethe thanlargest decreases in our otherstainless plate, carbon plate, and carbon flat product lines during 2024.lines.

Gross profit dollars decreased in 20242025 compared to 20232024 as average selling price decreased faster than the decrease inwhile the average cost of materials sold increased slightly resulting in a decrease in gross margin.

Warehousing, delivery, selling, general, and administrative expenses increased $7.7$8.4 million in 20242025 compared to 20232024 with $27.8$4.5 million of the increase driven by including the expenses of companiesProduction Metals, LLC which was acquired during 2023 andAugust 2024 for theall fullof year periods.2025. Excluding the impact of acquisitions,the acquisition, expenses decreasedincreased $20.1$3.9 million. On a same-store basis, expenses decreasedincreased in 20242025 primarily due to lower incentive compensation expense resulting from lower profitability and lower employee benefit expense mainly due to a reduction in employee headcount. Partially offsetting the expense decreases was an increase in salaries and wages, incentive compensation, delivery expenses, advisory service fees associated with the merger with Olympic Steel, and higher operating expenses. The expense increases were partially offset by lower reorganization costs inas 2024 primarilyincluded due to start upstart-up costs associated with our new state of the art University ParkPark, IL location as well as systemEnterprise optimizationResource activity.Planning ("ERP") conversion and integration activities. In addition, professional fees were lower in 2025 and benefit expenses were lower primarily due to lower payroll taxes resulting from refunds received in the second quarter of 2025 related to Employee Retention Credits for qualified wages paid during the COVID-19 pandemic.

In 2025, we recorded impairment charges on assets of $3.4 million as we evaluated underperforming businesses. In 2024, we recorded restructuring charges of $3.1 million, related to severance costs for headcount reductions as we work on optimizing our operating model and improving productivity. The year 2024 also included a $1.6 million gain on an insurance settlement.

Interest and other expense on debt increaseddecreased in 20242025 compared to 20232024 primarily due to lower interest rates on our revolving credit facility, as amended (“the Ryerson Credit Facility”) partially offset by a higher level of borrowings outstanding under our $1.3 billion revolving credit facility (“the Ryerson Credit Facility”).Facility.

The other expense in 2025 includes foreign currency transaction losses of $2.1 million, partially offset by a $1.0 million settlement gain related to lump-sum buyouts for the Central Steel & Wire ("CSW") pension plan. The other income and (expense), net in 2024 includes foreign currency translation gains of $4.2 million. The other income in 2024 also includes a $2.1 million net settlement loss resulting from the termination of the Ryerson Canada Bargaining Unit Pension Plan. Offsetting this loss is a $1.8 million settlement gain and a $0.3 million curtailment gain related to lump-sum buyouts and a reduction in future years of service for the CSW pension and other post-employment benefit plans as a result of workforce reductions at CSW as the CSW headquarters iswas closingclosed and operations are movingmoved to a new facility in University Park, IL. The other income and (expense), net in 2023 includes a $0.8 million gain on the curtailment of certain CSW pension and other post-employment benefit plans related to the plant move discussed above.

Our effective income tax rate was 1.4%22.6% in 20242025 compared to 24.4%1.4% in 2023.2024. The decreaseincrease in the effective tax rate was primarily driven by the disproportionate impact of apermanent lowdifferences relative to the change in pretax loss inyear 2024,over whichyear causedand recurring permanent differences to have a disproportionate impact on the overallstate tax rate.credits. The prior2025 yeareffective tax rate of 24.4%22.6% was more in line with statutory rates, as the higherU.S. pretax income resulted in a more normalized relationship between incomestatutory tax expense and pretax book earnings.rates.

The changes in earnings (loss) per share are due to the results of operations discussed above as well as having fewer shares outstanding in 20242025 after the repurchase of 2,526,467 shares of common stock during 2024.

We had cash and cash equivalents of $26.9 million at December 31, 2025, compared to $27.7 million at December 31, 2024, compared to $54.3 million at December 31, 2023.2024. Our total debt outstanding at December 31, 20242025 increaseddecreased to $467.4$463.1 million compared to $436.5$467.4 million of total debt outstanding at December 31, 2023.2024. We had a debt-to-capitalization ratio of 36%38% and 32%36% at December 31, 20242025 and at December 31, 2023,2024, respectively. We had total liquidity (defined as cash and cash equivalents,equivalents and availability under the Ryerson Credit Facility and foreign debt facilities) of $502 million at December 31, 2025 versus $451 million at December 31, 2024 versus $656 million at December 31, 2023.2024. Our net debt (defined as total debt less cash and cash equivalents) was $440$436 million and $382$440 million at December 31, 20242025 and December 31, 2023,2024, respectively. Total liquidity and net debt are not U.S. generally accepted accounting principles (“GAAP”) financial measures. We believe that total liquidity provides additional information for measuring our ability to fund our operations. Total liquidity does not represent, and should not be used as a substitute for, net income (loss) or cash flows from operations as determined in accordance with GAAP and total liquidity is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. We believe that net debt provides a clearer perspective of the Company’s overall debt situation. Net debt should not be used as a substitute for total debt outstanding as determined in accordance with GAAP.

Operating activities. In 2024, average selling prices were 9.7% lower than in 2023 resulting in lower cash generated from operations. Working capital fluctuates throughout the year based on business needs. Working capital needs tend to be counter-cyclical, meaning that in periods of expansion the Company will use cash to fund working capital requirements, but in periods of contraction the Company will generate cash from reduced working capital requirements. Working capital requirements decreased in 2025 due to a decrease in inventory, driven by lower tons in inventory. An increase in average selling prices and higher shipments in the fourth quarter of 2025 compared to the fourth quarter of 2024 resulted in higher sales and a related increase in accounts receivable. Increased material costs and timing of payments at the end of the fourth quarter of 2025 resulted in an increase in accounts payable compared to fourth quarter of 2024. Working capital requirements decreased in 2024 primarily due to a decrease in inventory, as market prices for metals decreased in 2024, along with lower tons in inventory to better align inventory levels with lower sales volumes. A decline in average selling prices and lower shipments in the fourth quarter of 2024 compared to the fourth quarter of 2023, resulted in lower sales and the related decrease in accounts receivable. The decrease in accounts payable was driven by lower metals costs and reduced inventory purchases in the fourth of 2024 compared to fourth quarter of 2023. Working capital requirements decreased in 2023 primarily due to a decline in average selling prices and lower shipments in the fourth quarter of 2023 compared to the fourth quarter of 2022, which resulted in lower sales and the related accounts receivable. Additionally, inventory costs decreased as market prices for metals decreased in 2023, resulting in a lower inventory investment. Material purchases were higher at the end of the fourth quarter of 2023 compared to the fourth quarter of 2022 resulting in an increase in accounts payable in the fourth quarter of 2023.

Financing activities. The Company's main source of liquidity to fund working capital requirements is borrowings on our credit facility. In both2025, credit facility borrowings decreased slightly from 2024 anddue 2023,to lower capital expenditures offset by lower cash flows from operating activities. In 2024, we increased credit facility borrowings to fund our acquisitions and capital expenditures. Book overdrafts fluctuate based on the timing of payments. Cash dividends ofpaid decreased from $24.8 million werein paid2024 to shareholders$24.1 million in both2025 2024due andto 2023.fewer shares outstanding. We repurchased $51.0 million of common stock during 2024 compared to $113.9 of common stock repurchased in 2023.2024.

Total debt at December 31, 20242025 increaseddecreased $30.9$4.3 million to $467.4$463.1 million from $436.5$467.4 million at December 31, 2023,2024, mainly due to fundingan the acquisition of Production Metalsincrease in 2024.cash from operating activities during 2025, offset by cash utilized for capital expenditures and quarterly dividend payments to stockholders.

Total debt outstanding as of December 31, 20242025 consisted of the following amounts: $470.0$463.2 million borrowings under the Ryerson Credit Facility, $0.7plus $1.9 million of foreign debt, less $3.3$2.0 million of unamortized debt issuance costs. Availability under the Ryerson Credit Facility was $376$428 million and $560$376 million at December 31, 20242025 and December 31, 2023,2024, respectively. For further information, see Note 9: Debt in Part II, Item 8 – Financial Statements and Supplementary Data.

The Company made income tax payments of $5.7 million in 2025, $10.3 million in 2024, and $6.2 million in 2023, and $176.9 million in 2022.2023. Income tax payments in 20242025 increaseddecreased over the prior year partlylargely due to payments2023 madeU.S. tax liabilities timely paid in the2024 currentoffset yearby toincreased coverforeign taxes incurreddriven inby the prior period. Otherwise, payments reflect lowerhigher pre-tax incomeforeign earnings year over year. See Part II. Item 8, Financial Statements and Supplementary Data, Note 1817: Income Taxes for further discussion.

TheAs of December 31, 2025, the Company expectshad to make approximately $471$465 million in principal payments to satisfy its debt obligations, consisting of $1$2 million in foreign debt coming due in 2025,2026 and $470$463 million for the Ryerson Credit Facility. On February 13, 2026, the Ryerson Credit Facility comingwas, dueamended to, among other amendments, (a) extend the maturity of such facility to February 13, 2031, (b) increase the aggregate revolving commitments thereunder from $1.3 billion to $1.8 billion, and (c) effect changes in 2027.connection with the Olympic Steel Merger. Please refer to Part II. Item 8, Financial Statements and Supplementary Data, Note 919: DebtSubsequent Events for further information.

TheBased on the current amounts outstanding, the Company expects to pay approximately $28$25 million of interest on the Ryerson Credit Facility and foreign debt over the next 12 months and $42$12 million thereafter. Interest payments related to the variable rate debt were estimated using the weighted average interest rate for the respective debt instrument.

Purchase obligations with suppliers are entered into when we receive firm sales commitments with certain of our customers. As of December 31, 2024,2025, we had outstanding purchase obligations of approximately $15$22 million expiring in 2026. The Company has placed orders for $22 million under these obligations as of December 31, 2025.

In accordance with ASC Topic 740, “Income Taxes,” the Company assesses the realizability of its deferred tax assets. The Company records a valuation allowance when, based upon the evaluation of all available evidence, it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. In making this determination, we analyze, among other things, our recent history of earnings, the nature and timing of reversing book-tax temporary differences, tax planning strategies, and future income. As of December 31, 2024, theThe Company had a valuation allowance of $4 million.million as of December 31, 2025 and 2024. As of December 31, 2023, the Company had a valuation allowance of $4 million, a decrease of $1 million from the prior year mainly related to an adjustment to certain U.S. federal tax credits and deferred tax assets which were fully reserved. As of December 31, 2024,2025, the valuation allowance continues to be related to U.S. federal tax credit deferredforeign tax assetscredits and foreign tax assets.

We record operating loss and tax credit carryforwards and the estimated effect of temporary differences between the tax basis of assets and liabilities and the reported amounts in the Consolidated Balance Sheets. We follow detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provide for valuation allowances as required. Deferred tax assets are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax planning strategies, and on forecasts of future taxable income. TheManagement forecastsevaluates ofall futureavailable taxable income require assumptions regarding volume, selling prices, margins, expense levels,positive and industrynegative cyclicality. If we are unable to generate sufficient future taxable incomeevidence in certainmaking taxthe jurisdictions,recoverability we may be required to record additional valuation allowances against our deferred tax assets related to those jurisdictions.assessment.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the Company’sour results of operations and financial condition as viewed by management. The MD&A should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes thereto in Item 1, “Financial Statements” in this Quarterly Report on Form 10-Q and our Consolidated Financial Statements and related Notes thereto for the year ended December 31, 2025, in our Annual Report on Form 10-K filed on February 23, 2026.

Olympic Steel is a metals service center focused on the direct sale and value-added processing of carbon and coated sheet, plate, and coil products; stainless steel sheet, plate, bar, and coil; aluminum sheet, plate, and coil; pipe, tube, bar, valves and fittings, tin plate, and metal-intensive end-use products. The combination of the two companies enhances Ryerson's presence as one of North America's second largest metals service center,centers, bringing Olympic Steel's complementary footprint, capabilities, and product offering into Ryerson's intelligently interconnected network of value-added service centers. Together, functioning as Ryerson Holding Corporation, the combined entity is expected to generate approximately $120 million in annual synergies by the beginning of 2028 through procurement scale, efficiency gains, commercial enhancement, and network optimization. Please refer to Note 6: Acquisitions in Part I, Item I - Notes to Condensed Consolidated Financial Statements, for further information on the Olympic Steel Merger.

Ryerson Holding is the acquirer of Olympic Steel under U.S. generally accepted accounting principles (“GAAP”), and as a result, our Condensed Consolidated Financial Statements for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of Olympic Steel. The results of operations of Olympic Steel are included in our Condensed Consolidated Financial Statements only from the Closing Date forward. Accordingly, our results of operations, financial condition, and cash flows after the Closing Date are not comparable to prior periods due to the inclusion of Olympic Steels’s results from the Closing Date. ForThroughout furtherthis document, where relevant, we identify the impact of Olympic Steel and separately provide "same store" information, pleasewhich referexcludes Olympic Steel, to Noteprovide 6:investors Acquisitionswith additional insight into the operating performance of the legacy Ryerson business. Readers should consider both reported results and Notesame-store 10:results Segmentwhen Informationevaluating inperiod-over-period Part I, Item I - Notes to Condensed Consolidated Financial Statements.trends.

The metals service center industry is cyclical, volatile in demand and pricing, and difficult to predict. In the firstsecond quarter of 2026, Ryerson’s average selling prices increased by 5.2%4.5% while shipments increased by 31.2%,22.6%, or 4.6%4.0% excluding Olympic Steel ("same-store"), compared to the first quarter of 2025.2026. Overall, averageAverage selling price increases were supported by tariffU.S. policyindustrial whilemetals prices reaching multi-year highs during the conflictquarter as carbon pricing was driven by tight domestic supply, extended lead times, cyclical momentum, and restocking activity. Aluminum prices and Midwest Premiums also rose meaningfully during the quarter, largely due to supply disruptions in the Middle EastEast, haswhile added further upward pressure on aluminum prices. Cyclical momentum and restocking have also supported steelnickel prices inremained recent months as the demand environment improvedvolatile in theresponse firstto quarter.Indonesian quotas.

Increases in firstsecond quarter year-over-year North American same-store shipments were supported by relative strength in nearly all of our end-markets, led by strongest growth in our fabrication &and welding,welding sector, followed by growth in our machinery &and equipment, machine shop, climate, and machineheavy shopequipment sectors. ThisThe only end-market that offset this year-over-year growth was offset partially by persistent weakness in our commercial transportation sector.sector, however, we did experience improved shipment volume from commercial transportation on a sequential quarter-over quarter-basis.

Improved demand conditions in the first threesix months of 2026 were supported by data points from the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”), a key steel industry economic indicator. ReadingsMonthly ofreadings 52.6,during 52.4,the andsecond 52.7quarter forcontinued January,to February, and March of 2026, respectively, were wellbe over the growth threshold of 50.50, establishing a six-month streak of expansionary activity. This growth trend contrasts the contractionary trend of the previous three years, during which readings were below 50 for nearly each of those 36 months.

According to the Metal Service Center Institute ("MSCI"), North American service center volumes increased by 7.7%2.9% in the first quarterhalf of 2026 compared to the fourthfirst quarterhalf of 2025, drivensupported by normalimproved seasonalitymanufacturing trends.demand. Ryerson's North American same-store volumes, onby the other hand,comparison, increased by 16.4%5.8% in the same periods, implying market share gains drivenwith byparticular strongrelative performancestrength in carbon products.

First ThreeSix Months 2026 vs. First ThreeSix Months 2025 Performance, Total Company

To provide greater insight into the Company’s operating trends apart from the period’s one-time transactions, Ryerson provides adjusted net income (loss) and adjusted diluted earnings (loss) per share figures, which are not GAAP financial measures, to complement the reported GAAP net income (loss) and diluted earnings (loss) per share figures. Management uses these metrics to assess year-over-year performance excluding non-recurring transactions. Adjusted net income (loss) and adjusted diluted earnings (loss) per share do not represent, and should not be used as a substitute for, net income (loss) or diluted earnings (loss) per share determined in accordance with GAAP. As illustrated in the below table, net income attributable to Ryerson Holding Corporation of $4.5$20.0 million in the first threesix months of 2026 includes $6.3$15.7 million of purchase accounting inventory adjustments, $6.8 million of advisory servicesservice chargesfees related to the merger with Olympic Steel andSteel, impairment charges on assets of $0.4$0.9 million.million, Asand illustrateda ingain theof table$0.6 below,million on an insurance settlement. In the first threesix months of 2025 had no adjustments to2025, the net loss attributable to Ryerson Holding Corporation.Corporation of $3.7 million includes a $1.0 million gain on an insurance settlement and impairment charges on assets of $1.8 million. After adjusting for these non-core business transactions and the related income taxes in the first threesix months of 2026, the adjusted net income attributable to Ryerson Holding Corporation for the first threesix months of 2026 is $13.1$40.7 million compared to the $5.6$3.1 million adjusted net loss attributable to Ryerson Holding Corporation in the first threesix months of 2025.

We generate substantially all of our revenue from sales of our metals products. The majority of revenue is recognized upon delivery of product to customers. The timing of shipment is substantially the same as the timing of delivery to customers given the proximity of our distribution sites to our customers. Revenues associated with products that we believe have no alternative use, and where thewe Company hashave an enforceable right to payment, are recognized on an over-time basis. Over-time revenues are recorded in proportion with the progress made toward completing the performance obligation.

The following table sets forth our condensed consolidated statements of income (loss) data for the threethree-month monthsand six-month periods ended MarchJune 31,30, 2026 and 2025 (certain percentages may not calculate due to rounding):

The following charts show the Company’s percentage of sales by major product lines for the threesix months ended MarchJune 31,30, 2026 and 2025:

Revenue for the firstthree-month quarterand ofsix-month periods ended June 30, 2026 increased from the firstsame quarterperiods ofa 2025year reflectingago due to higher tons sold dueas toa result of the merger with Olympic Steel on February 13, 2026 as well as higher average selling prices reflecting improvements inhigher metal commodity prices and improvement in demand conditions in the metals industry. ExcludingOf the $1,267.7 million increase in net sales over the six month period, $836.9 million was attributable to the inclusion of Olympic Steel (results from the February 13, 2026 closing date through June 30, 2026. The remaining $430.8 million increase was attributable to same-store results),net sales growth. The same-store net sales increase was primarily attributable to approximately $262 million from higher average selling prices, including changes in product mix, and approximately $169 million from higher same-store tons sold, with amounts calculated using average selling price per ton and tons sold and subject to rounding. New products and services resulting from the Olympic Steel Merger did not have a material impact on the year-over-year change in net sales. On a same-store basis, average selling prices increased for all of our product lines in the threethree-month monthsand six-month periods ended MarchJune 31,30, 2026 with the largest increases in our aluminum plate, aluminum flat, and aluminum long product lines. On a same-store basis, tons sold increased in the threethree-month monthsand six-month periods ended MarchJune 31,30, 2026, compared to the year-ago periodperiods for most product lines with the largest increases in our stainless plate, carbon long, and stainless long, partially offset by decreases in aluminum flat and aluminumcarbon plate tonsproduct sold.lines.

The increase in cost of materials sold in the threethree-month monthsand six-month periods ended MarchJune 31,30, 2026 compared to the year-ago periodperiods is primarily due to the merger with Olympic Steel as well as an increase in average cost of materials sold per ton. In the three-month and six-month periods ended June 30, 2026 Olympic Steel contributed $468.1 million and $685.3 million to the change, respectively. On a same-store basis, the average cost of materials sold increased across all of our product lines in the threethree-month monthsand six-month periods ended MarchJune 31,30, 2026 with the largest increases in our aluminum plate, aluminum flat, and aluminum long product lines. During the firstsecond quarter of 2026, LIFO expense was $10.0$17.0 million compared to $13.2 million in the second quarter of 2025. During the first six months of 2026, LIFO expense ofwas $6.8$27.0 million compared to $20.0 million in the first quartersix months of 2025.

Warehousing, delivery, selling, general, and administrative expenses increased in the threethree-month monthsand six-month periods ended MarchJune 31,30, 2026 compared to the threesame monthsperiods endedof Marchthe 31,prior 2025year primarily due to the merger with Olympic Steel on February 13, 2026, which increased operating expenses by $47.6$101.6 million.million and $149.2 million, respectively. On a same-store-basis, expenses increased $15.5$16.9 million and $32.4 million in the threethree-month monthsand six-month periods ended MarchJune 31,30, 20262026, primarilyrespectively, dueas tothe same-store results included higher advisory services fees of $0.4 million in the second quarter of 2026 and $6.6 million in the first six months of 2026 related to the merger with Olympic Steel.Steel, including legal, consulting and investment advisor fees. In addition, the threethree-month monthsand six-month periods ended MarchJune 31,30, 2026 included higher incentive compensation, increased benefit expenses, primarily due to higher medicalpayroll expensestaxes andin stock2026 compensationas expense,payroll taxes were lower in the first six months of 2025 due to refunds received in the second quarter related to Employee Retention Credits for qualified wages paid during the COVID-19 pandemic, as well as higher incentivedelivery compensation,and operating expenses, and delivery expenses.

The threethree-month monthsand six-month periods ended MarchJune 31,30, 2026 includesinclude an impairment charge of $0.4$0.5 million and $0.9 million, respectively, related to the impairment of buildings and equipment. The first six months of 2025 included impairment charges on assets of $1.8 million as we evaluated underperforming businesses.

Our operating profit increased in the threethree-month monthsand six-month periods ended MarchJune 31,30, 2026 compared to the threethree-month monthsand six-month periods ended MarchJune 31,30, 2025, primarily due to the increase in gross profit discussed above.

Interest and other expense on debt increased in the threethree-month monthsand six-month periods ended MarchJune 31,30, 2026 compared to the year-ago periodperiods primarily due to a higher level of borrowings outstanding under the revolving credit facility (“the Ryerson Credit Facility”), as Olympic Steel's existing debt was paid off upon the merger close, partially offset by lower interest rates.

The other income in the threefirst six months ended March 31,of 2026 includes foreign currency translation gains of $2.1$3.9 million. The other income in the threefirst six months ended March 31,of 2025 includes foreign currency translation losses of $2.7 million, partially offset by a $0.2$0.5 million settlement gain related to lump-sum buyouts for the Central Steel & Wire ("CSW") pension plan.

Provision (benefit) for income taxes. Our effective income tax rate was 62.1%40.3% in the first quartersix months of 2026 compared to 23.2%75.8% in the first quartersix months of 2025. The difference between our effective income tax rates and the U.S. federal statutory rate of 21.0% was mainly due to state and foreign income taxestaxes, certain permanent nondeductible costs, and the effects of certain discrete items recorded during the period, including one-time items related to the Olympic Steel Merger.

We had cash and cash equivalents of $25.1$41.9 million at MarchJune 31,30, 2026, compared to $26.9 million at December 31, 2025. Our total debt outstanding at MarchJune 31,30, 2026 increased to $907.7$955.2 million compared to $463.1 million at December 31, 2025 as a result of the merger with Olympic Steel and net cash used in operating activities in the first threesix months of 2026. As part of purchase consideration in the merger with Olympic Steel, Ryerson paid $270.0 million net of cash acquired to extinguish Olympic Steel's existing debt. We had a debt-to-capitalization ratio of 41%42% and 38% at MarchJune 31,30, 2026 and December 31, 2025, respectively. We had total liquidity (defined as cash and cash equivalents and availability under the Ryerson Credit Facility and foreign debt facilities) of $618$757 million at MarchJune 31,30, 2026 versus $502 million at December 31, 2025. Our net debt (defined as total debt less cash and cash equivalents) was $883$913 million and $436 million at MarchJune 31,30, 2026 and December 31, 2025, respectively. The comparability of our cash, debt, and liquidity positions as of June 30, 2026 to December 31, 2025 is significantly affected by the acquisition of Olympic Steel, which closed on February 13, 2026. As part of purchase consideration in the merger, Ryerson paid $270.0 million, net of cash acquired, to extinguish Olympic Steel's existing debt and to settle certain outstanding performance based stock units that converted to cash upon close of the transaction and resulted in the consolidation of Olympic Steel's operations, assets, and liabilities beginning on the closing date. Total liquidity and net debt are not U.S. generally accepted accounting principles (“GAAP”) financial measures. We believe that total liquidity provides additional information for measuring our ability to fund our operations. Total liquidity does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with GAAP and total liquidity is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. We believe that net debt provides a clearer perspective of the Company’s overall debt profile. Net debt should not be used as a substitute for total debt outstanding as determined in accordance with GAAP.

Of the total cash and cash equivalents as of MarchJune 31,30, 2026, $8.2$15.5 million was held in subsidiaries outside the U.S. which is deemed to be permanently reinvested. Ryerson does not currently foresee a need to repatriate earnings from its non-U.S. subsidiaries. Although Ryerson has historically satisfied needs for more capital in the U.S. through debt or equity issuances, Ryerson could elect to repatriate earnings held in foreign jurisdictions, which could result in higher effective tax rates. We have not recorded a deferred tax liability for the effect of a possible repatriation of these earnings as management intends to permanently reinvest these earnings outside of the U.S. Specific plans for reinvestment include funding for future international acquisitions and funding of existing international operations.

Operating activities. Working capital fluctuates throughout the year based on business needs. Working capital needs tend to be counter-cyclical, meaning that in periods of expansion the Company will use cash to fund working capital requirements, but in periods of contraction the Company will generate cash from reduced working capital requirements. In the first threesix months of 2026, working capital requirements increased due to stronger demand and increasing metal commodity prices, which drove higher sales levels during the firstsecond quarter of 2026 compared to the fourth quarter of 2025, resulting in an increase in accounts receivables. Inventory levels also increased in the firstsecond quarter of 2026 asdue to higher tons in inventory was purchased to meet higherincreased salesdemand levelsas andwell metalsas pricingincreased increased.commodity price as of June 30, 2026 compared to December 31, 2025. Increased purchasing activity and timinghigher ofpayables paymentsbalances atcaused by the endincreased ofmetal theprices firstdiscussed quarter of 2026above, resulted in an increase in accounts payable compared to fourth quarter of 2025. Additionally, book overdrafts fluctuated based on the timing of payments. In the first threesix months of 2025, working capital requirements increased mainly due to higher sales levels compared to the fourth quarter of 2024 driving an increase in accounts receivablesreceivables. andThere was a slight decrease in inventory quantities,inventory, as tonscommodity wereprice solddecreases fastercaused thanlower theyinventory werecosts replacedas afterof stockJune was30, built2025 throughcompared 2024to year-endDecember buys.31, 2024. Increased operatingpurchasing activity and timing of payments at the end of the firstsecond quarter of 2025 resulted in an increase in accounts payable.

Investing activities. The Company's main investing activities are acquisitions and capital expenditures. During the first threesix months of 2026, the Company paid $270 million, net of cash acquired, to extinguish Olympic Steel's debt and complete the Olympic Steel Merger. The Company also recorded $5.5 million of proceeds from sale of property, plant and equipment, due to the sale of two buildings classified as held for sale in 2026.

Financing activities. The Company's main source of liquidity to fund working capital requirements is borrowings on the Ryerson Credit Facility. In the first threesix months of 2026, we increased credit facility borrowings to extinguish Olympic Steel's debt in conjunction with the Olympic Steel Merger. Additionally, credit facility borrowings increased in the first threesix months of 2025 and 2026, to fund higher working capital requirements due to increased demand in the firstsecond quarter compared to the fourth quarter. Book overdrafts fluctuate based on the timing of payments. Cash dividends paid increased from $6.0$12.0 million in the first threesix months of 2025 to $9.7$19.4 million in the first threesix months of 2026 due to higher shares outstanding after 19.5 million shares were issued to complete the Olympic Steel Merger. In the first threesix months of 2026, we paid $8.3 million in fees related to amending the Ryerson Credit Facility and we repurchased $1.6$2.4 million of common stock.

Off-Balance Sheet Arrangements. In the normal course of business with customers, vendors, and others, we have entered into off-balance sheet arrangements, such as letters of credit and surety bonds which totaled approximately $6$7 million and $8 million, respectively as of MarchJune 31,30, 2026. We do not have any other material off-balance sheet financing arrangements. Our off-balance sheet arrangements are not likely to have a material effect on our current or future financial condition, results of operations, liquidity, or capital resources.

Total debt in the Condensed Consolidated Balance Sheet increased to $907.7$955.2 million at MarchJune 31,30, 2026 from $463.1 million at December 31, 2025, mainly due to cash utilized to pay off Olympic Steel indebtedness upon the close of the Olympic Steel Merger as well as increased working capital requirements due to increased customer demand.demand under the combined business.

Total debt outstanding as of MarchJune 31,30, 2026 consisted of the following amounts: $915.0$962.0 million of borrowings under the Ryerson Credit Facility, $2.6 million of foreign debt, less $9.9$9.4 million of unamortized debt issuance costs. For further information, see Note 7: Long Term Debt in Part I, Item I - Notes to Condensed Consolidated Financial Statements.

At December 31, 2025, pension liabilities exceeded plan assets by $33.1 million. Through the threesix months ended MarchJune 31,30, 2026, we have made $1.9$6.1 million in pension contributions and we anticipate an additional minimum required pension contribution of approximately $9.5$5.3 million in the remaining ninesix months of 2026 under the Employee Retirement Income Security Act of 1974 (“ERISA”) and Pension Protection Act in the U.S. and Ontario Pension Benefits Act in Canada. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. We are unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on our financial position or cash flows.

TheWe Company expectsexpect to make approximately $918$965 million in principal payments to satisfy itsour debt obligations, consisting of $3 million in foreign debt coming due in the next twelve months and $915$962 million related to the Ryerson Credit Facility coming due in 2031. Please refer to Part I, Item I - Notes to the Condensed Consolidated Financial Statements, Note 7: Long-term Debt for further information.

TheWe Company expectsexpect to pay approximately $46$48 million of interest on the Ryerson Credit Facility over the next twelve months and $177$175 million thereafter. Interest payments related to variable rate debt were estimated using the weighted average interest rate for the debt instrument.

TheWe Company leaseslease various assets including real estate, trucks, trailers, mobile equipment, processing equipment, and IT equipment. We have non-cancelableNon-cancelable operating leases expiringexpire at various times through 2045 and finance leases expiringexpire at various times through 2033. The total amount of future lease payments is estimated to be $503$480 million, with $58 million due over the next 12 months. We did not have any material leases signed but not yet commenced as of MarchJune 31,30, 2026.