ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with the audited Consolidated Financial Statements of Ryerson Holding Corporation and Subsidiaries and the Notes thereto in Item 8. “Financial Statements and Supplementary Data.” This discussion contains forward-looking statements that involve risks and uncertainties. See the section entitled “Special Note Regarding Forward-Looking Statements.” Our actual results and the timing of selected events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including those discussed in Item 1A. “Risk Factors” and elsewhere in this Form 10-K.
This section of this Form 10-K generally discusses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024. Discussions of 2023 items and year-over-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Overview
Business
Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. As of December 31, 2025 affiliates of Platinum Equity, LLC (“Platinum”) own approximately 3,924,478 shares of our common stock, which is approximately 12.2% of our issued and outstanding common stock.
We are a leading value-added processor and distributor of industrial metals with operations in the United States ("U.S.") through JT Ryerson and other U.S. subsidiaries, in Canada through our indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”), and in Mexico through our indirect wholly-owned subsidiary Ryerson Metals de Mexico, S. de R.L. de C.V., a Mexican corporation (“Ryerson Mexico”). In addition to our North American operations, we conduct metal processing and distribution operations in China through an indirect wholly-owned subsidiary, Ryerson China Limited, a Chinese limited liability company (“Ryerson China”). Unless the context indicates otherwise, Ryerson Holding, JT Ryerson, Ryerson Canada, Ryerson Mexico, and Ryerson China together with their subsidiaries, are collectively referred to herein as “Ryerson,” “we,” “us,” “our,” or the “Company.”
Industry and Operating Trends
We are a metals service center providing value-added processing and distribution of industrial metals with operations in the U.S., Canada, Mexico, and China. We purchase large quantities of metal products from primary producers and sell these materials in smaller quantities to a wide variety of metals-consuming industries. We carry a full line of approximately 75,000 products in stainless steel, aluminum, carbon steel, and alloy steels and a limited line of nickel and red metals in various shapes and forms. In addition to our metals products, we offer numerous value-added processing and fabrication services, and nearly 80% of the metals products we sell are processed by us by bending, beveling, blanking, blasting, burning, cutting-to-length, drilling, flattening, forming, grinding, laser cutting, machining, notching, painting, polishing, punching, rolling, sawing, shearing, slitting, stamping, tapping, threading, welding, or other techniques to process materials to a specified thickness, length, width, shape, and surface quality pursuant to specific customer orders.
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 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 2025, Ryerson experienced marginal volume growth of 0.5% and an average selling price decrease of 1.1% compared to 2024 as the period was characterized by subdued downstream demand and volatile pricing, impacted by tariff trade 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.
In 2025, indicators for key steel industry end markets reported contraction in industrial 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 a decline in activity in nearly every month of 2025 with the exception of January and February, as marked by readings below the growth threshold of 50. January 2026 reversed the trend with a reading above the growth threshold of 52.6. On the other hand, U.S. Industrial Production, which reports year-over-year industrial sector business output, reported growth for each month of 2025, indicating that while PMI would suggest that 2025 was a year of widespread contractionary momentum, there was resiliency in the overall output relative to the previous year.
According to the Metal Service Center Institute, North American service center volumes decreased by 1.5% in 2025 compared to 2024. Also on a North American basis, Ryerson's volumes declined by 0.4% over the same period, implying that the Company gained market share during the year. Reflecting on volume performance by end-market, Ryerson experienced year-over-year declines in Commercial Transportation, Climate, Heavy Equipment, and Power sectors. These declines were partially offset by demand growth in Fabrication & Welding, Machine Shop, and Machinery & Equipment sectors.
Olympic Steel Acquisition
On February 13, 2026 (the “Closing Date”), the Company completed the transactions contemplated by the Agreement and Plan of Merger, (the “Merger Agreement”), dated as of October 28, 2025, by and among Ryerson Holding, Crimson MS Corp., an Ohio corporation and a direct wholly owned subsidiary of Ryerson Holding (“Merger Sub”), and Olympic Steel, Inc. ("Olympic Steel"). On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Olympic Steel in accordance with Ohio law. At the effective time of the Olympic Steel Merger, each issued and outstanding share of common stock of Olympic Steel, without par per share (the “Olympic Common Stock”) (other than certain excluded shares), was converted into the right to receive 1.7105 shares the Ryerson Holding’s common stock, rounded down to the nearest whole share, and cash in lieu of fractional shares. Upon the completion of the Olympic Steel Merger, Olympic Steel, as the surviving corporation, became a wholly owned subsidiary of Ryerson Holding. As a result of the Olympic Steel Merger, Ryerson Holding issued approximately 19.5 million shares of its common stock to former holders of Olympic Common Stock
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 North America's second largest metals service center, 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 19 — “Subsequent Events” of Part II, Item 8 "Financial Statements and Supplementary Data" for further information on the Olympic Steel merger.
Ryerson’s 2025 Strategy Achievements
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 stockholders.
In 2025, coming off of a historically high three-year investment cycle, the Company focused on operationalizing and optimizing major capital investment projects at its service centers in Shelbyville, KY, Norcross, GA, Dallas, TX, and Los Angeles, CA. The primary objective of these investments was to improve Ryerson's operating model and the customer experience. The expansion of our Shelbyville service center, for example, was an investment in our bright metals flat roll processing capabilities to support transactional market share growth at a lower cost to service with improved service levels. Likewise, the investments made in Norcross, Dallas, and Los Angeles included processing equipment, which we expect will improve our ability to provide our customers with higher value-added products and thereby improve our gross margins.
2025 Performance
Demand conditions in 2025 continued to be subdued while pricing was volatile, impacted by tariff trade policy. Nonetheless, we believe that the investments that we have made in our service capabilities and operating model will enable us to provide better experiences for our customers and, in turn, enable greater value generation for our stockholders.
These key metrics illustrate Ryerson’s financial performance for the full year 2025 compared to 2024:
Total Revenues
Gross Margin
Net Loss Attributable to Ryerson Holding Corporation
1% decrease
100bps decrease
$48M lower
Diluted Loss per Share
Adjusted Diluted Loss per Share
Cash from Operating Activities
$1.50 lower
$1.38 lower
$118M decrease
A reconciliation of diluted earnings (loss) per share ("EPS") to adjusted diluted EPS is provided below.
Commodity price volatility and subdued downstream demand in 2025 contributed to lower average selling prices and modestly higher volumes year-over-year. Compared to 2024, average selling prices decreased by 1.1% and tons shipped increased by 0.5%, resulting in a year-over-year revenue decrease of 0.6%. Gross margin contracted by 100 bps from 2024 as the soft demand environment challenged tariff-supported average selling prices. Warehousing, delivery, selling, general, and administrative expenses increased by 1.0%, or $8.4 million, in 2025 compared to 2024 driven primarily by increased delivery expenses, advisory service fees related to the Olympic Steel Merger, higher salaries and wages, and expenses related to Production Metals, an entity acquired in August of 2024 with now a full-year of expenses in 2025. These increases were partially offset by decreased reorganization expenses and professional 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.
To provide greater insight into the Company’s 2025 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 loss and diluted loss per share figures. Management uses these metrics to assess year-over-year performance excluding non-recurring transactions. Adjusted net loss and adjusted diluted loss per share do not represent, and should not be used as a substitute for, net loss or loss per share determined in accordance with GAAP. Illustrated in the below table, the 2025 net loss attributable to Ryerson Holding Corporation of $56.4 million includes a $7.8 million charge for advisory services related to our merger with Olympic Steel, impairment charges on assets of $3.4 million, a $1.9 million on a settlement, and a $1.0 million on an insurance settlement, and the related income tax . After adjusting for these non-core business transactions and the related income taxes, the adjusted net attributable to Ryerson Holding Corporation for 2025 is $50.2 million, $44.1 million lower than the prior year’s adjusted net attributable to Ryerson Holding Corporation of $6.1 million which included a charge of $3.1 million, a pension settlement of $2.1 million, a $1.6 million on an insurance settlement, a $0.3 million related to various retirement plans, and the related income tax .
(Dollars and shares in millions, except per share data)
Net loss attributable to Ryerson Holding Corporation
Gain on insurance settlement
Gain on litigation settlement
Restructuring and other charges
Advisory services fees
Impairment charges on assets
Pension settlement loss
Benefit plan curtailment gain
Benefit for income taxes
Adjusted net loss attributable to Ryerson Holding Corporation
Diluted loss per share
Adjusted diluted loss per share
Shares outstanding - diluted
Ryerson generated cash from operating activities of $87.0 million in 2025, a decrease compared to $204.9 million generated in 2024. The decrease in cash generation year over year is primarily due to changes in working capital. See further details within the section titled "Liquidity and Capital Resources" within this Item.
Industry Developments
Tariffs. In 2025, the U.S. government announced and retracted tariffs repeatedly on imports, including imports of steel and aluminum from all countries, as well as on all U.S. imports not covered under section 232 of the Trade Expansion Act ("Section 232"). In March 2025, the Trump administration eliminated all country exemptions to section 232. In June 2025, the U.S. imposed a 50% section 232 tariff on nearly all steel and aluminum products (the exception being products from the UK, which was reduced to 25%). In August, the Department of Commerce added new product categories to section 232 steel and aluminum derivative products (e.g. downstream manufactured goods). Many governments, including those of China, Canada, and recently the European Union, have announced reciprocal tariffs on U.S. imports, while simultaneously withdrawing certain retaliatory tariffs, creating further uncertainty in global trade.
The tariffs introduce uncertainty towards customers' supply chains. A significant majority of the Company’s metal purchases are domestic, therefore, the impact of tariffs on the Company’s financial statements has not been significant to date. In general, we attempt to pass the cost of tariffs on to customers to the extent possible. While tariffs have helped to level the price between import and domestic purchases, customers are still reviewing their supply chains to determine which approach is best. The ultimate consumer of the goods and their geography play a significant role in determining which inputs are acceptable to manufacturers. The ultimate impact the tariffs will have on our financial position, results of operations, and cash flows remains to be determined.
On February 20, 2026, the Supreme Court ruled that the president is not authorized to impose tariffs to the extent that he has under the International Emergency Economic Powers Act. It is currently unclear what the overall impact of this ruling will be. The Supreme Court's ruling has no direct impact on the tariffs in place under Section 232, including tariffs on steel and aluminum.
Enactment of the One Big Beautiful Bill Act. On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"), a comprehensive tax reform package that includes significant changes to the Internal Revenue Code. Key provisions of the OBBBA include:
Restoration of 100% bonus depreciation for qualified property placed in service after January 19, 2025;
Permanent full expensing of domestic research and experimental expenditures;
Modifications to interest expense limitations under Section 163(j) of the Internal Revenue Code, including a revised definition of adjusted taxable income and coordination with interest capitalization rules.
The restoration of immediate research and experimental expensing, bonus depreciation, and the modifications related to interest expense limitations are expected to favorably affect the Company’s cash tax liabilities and investment incentives in future periods. Management will continue to monitor regulatory guidance and implementation developments related to the OBBBA and will update its disclosures as necessary.
Components of Results of Operations
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 which we believe have no alternative use, and where the Company has 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.
Sales, cost of materials sold, gross profit, and operating expense control are the principal factors that impact our profitability:
Net Sales. Our sales volume and pricing are driven by market demand, which is largely determined by overall industrial production and conditions in specific industries in which our customers operate. Sales prices are also primarily driven by market factors such as overall demand and availability of product. Our net sales include revenue from product sales, net of returns, allowances, customer discounts, and incentives.
Cost of materials sold . Cost of materials sold includes metal purchase and in-bound freight costs, third-party processing costs, and direct and indirect internal processing costs. The cost of materials sold fluctuates with our sales volume and our ability to purchase metals at competitive prices. Increases in sales volume generally enable us to improve purchasing leverage with suppliers as we buy larger quantities of metals inventories.
Gross profit. Gross profit is the difference between net sales and the cost of materials sold. Our sales prices to our customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on our acquiring metals at competitive prices, our ability to manage the impact of changing prices, and efficiently managing our internal and external processing costs.
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.
Results of Operations
The following table sets forth our Consolidated Statements of Operations data (certain percentages may not calculate due to rounding):
Year Ended December 31, 2025
% of Net
Sales
Year Ended December 31, 2024
% of Net
Sales
Net sales
Cost of materials sold
Gross profit
Warehousing, delivery, selling, general, and
administrative expenses
Gain on insurance settlement
Impairment charges on assets
Restructuring and other charges
Operating profit (loss)
Other expenses
Loss before income taxes
Benefit for income taxes
Net loss
Less: Net income attributable to noncontrolling interest
Net loss attributable to Ryerson
Holding Corporation
Basic loss per share
Diluted loss per share
The following charts show the Company’s percentage of sales by major product line for 2025 and 2024:
Comparison of the year ended December 31, 2025 with the year ended December 31, 2024
Net Sales
Year Ended December 31,
Dollar
Percentage
change
change
($ in millions)
Net sales
Year Ended December 31,
Tons
Percentage
change
change
(in thousands)
Tons sold
Year Ended December 31,
Price
Percentage
change
change
Average selling price per ton sold
Revenue for the year ended December 31, 2025 decreased slightly from the same period a year ago as commodity price volatility and subdued downstream demand in 2025 contributed to lower average selling prices and modestly higher volumes year-over-year. Revenue increased in the third and fourth quarters of 2025 compared to the year-ago periods as average selling prices increased due to support from tariff policy and rising input prices while the demand environment remained soft. Compared to the year ago period, average selling prices for the full-year period decreased for nearly all of our carbon and stainless product lines in 2025 with the largest decreases in our stainless plate, carbon plate, and carbon flat products, partially offset by increases in all of our aluminum products lines. Tons sold increased slightly in 2025 overall, with the largest increases in our stainless long, aluminum long, and stainless plate product lines largely offset by decreases in our aluminum flat and aluminum plate shipments. Tons sold per ship day were 7,726 in 2025 compared to 7,656 in 2024.
Average selling prices generally fluctuate with changes in replacement costs of the various metals we purchase. The mix of products sold can also have an impact on our overall average selling price per ton sold. As carbon sales represented 49% of our gross sales in 2025, changes in carbon steel prices have the most significant impact on changes in our overall average selling price per ton sold.
The mix of our total sales by major commodity products and year-over-year change in selling prices are presented below:
Year Ended December 31, 2025
Sales by Product (% of total sales)
Average Selling Price per ton sold (% change)
Carbon steel
Aluminum
Stainless steel
Other
Cost of Materials Sold
Year Ended December 31,
% of Net
Sales
% of Net
Sales
Dollar change
Percentage change
($ in millions)
Cost of materials sold
Year Ended December 31,
Dollar
Percentage
change
change
Average cost of materials per ton sold
The increase in cost of materials sold in 2025 compared to the year ago period is primarily due to an increase in average cost of materials sold per ton due to rising metals prices in the second half of the year driven by support from tariff policy. Compared to the prior year, 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 with the largest decreases in our stainless plate, carbon plate, and carbon flat product lines.
During 2025, last-in, first-out ("LIFO") expense was $56 million related to increases in pricing for all product lines, with the largest impact from aluminum and carbon products, offset by the liquidation of older LIFO layers for stainless and aluminum products that were at a net lower cost. During 2024, LIFO income was $53 million related to decreases in pricing for all product lines, with the largest impact from carbon and stainless products, slightly offset by the liquidation of older LIFO layers for stainless products that were at a net higher cost.
Gross Profit
Year Ended December 31,
% of Net
Sales
% of Net
Sales
Dollar change
Percentage change
($ in millions)
Gross profit
Gross profit dollars decreased in 2025 compared to 2024 as average selling price decreased while the average cost of materials sold increased slightly resulting in a decrease in gross margin.
Operating Expenses
Year Ended December 31,
% of Net
Sales
% of Net
Sales
Dollar change
Percentage change
($ in millions)
Warehousing, delivery, selling, general, and administrative expenses
Gain on insurance settlement
Impairment charges on assets
Restructuring and other charges
Warehousing, delivery, selling, general, and administrative expenses increased $8.4 million in 2025 compared to 2024 with $4.5 million of the increase driven by including the expenses of Production Metals, LLC which was acquired during August 2024 for all of 2025. Excluding the impact of the acquisition, expenses increased $3.9 million. On a same-store basis, expenses increased in 2025 primarily due to 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 as 2024 included start-up costs associated with our new state of the art University Park, IL location as well as Enterprise Resource 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.
On a per ton basis, total operating expenses increased to $418 per ton in 2025 from $414 per ton in 2024.
Operating Profit
Year Ended December 31,
% of Net
Sales
% of Net
Sales
Dollar change
Percentage change
($ in millions)
Operating profit (loss)
Our operating profit decreased in 2025 compared to 2024 primarily due to the decrease in average selling prices and gross profit and the increase in operating expenses as discussed above.
Other Expenses
Year Ended December 31,
% of Net
Sales
% of Net
Sales
Dollar change
Percentage change
($ in millions)
Interest and other expense on debt
Other income and (expense), net
Interest and other expense on debt decreased in 2025 compared to 2024 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 the Ryerson Credit 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 was closed and operations moved to a new facility in University Park, IL.
Provision for Income Taxes
Our effective income tax rate was 22.6% in 2025 compared to 1.4% in 2024. The increase in the effective tax rate was primarily driven by the disproportionate impact of permanent differences relative to the change in pretax loss year over year and state tax credits. The 2025 effective tax rate of 22.6% was more in line with the U.S. statutory tax rates.
Earnings Per Share
The changes in loss per share are due to the results of operations discussed above as well as having fewer shares outstanding in 2025 after the repurchase of 2,526,467 shares of common stock during 2024.
Liquidity and Capital Resources
The Company’s primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowing availability under the Ryerson Credit Facility. Our principal source of operating cash is from the sale of metals. Our principal uses of cash are for payments associated with the procurement and processing of metals, costs incurred for the warehousing and delivery of inventories, the selling and administrative costs of the business, capital expenditures, and for interest payments on debt.
We had cash and cash equivalents of $26.9 million at December 31, 2025, compared to $27.7 million at December 31, 2024. Our total debt outstanding at December 31, 2025 decreased to $463.1 million compared to $467.4 million of total debt outstanding at December 31, 2024. We had a debt-to-capitalization ratio of 38% and 36% at December 31, 2025 and at December 31, 2024, respectively. We had total liquidity (defined as cash and cash 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. Our net debt (defined as total debt less cash and cash equivalents) was $436 million and $440 million at December 31, 2025 and December 31, 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.
Below is a reconciliation of cash and cash equivalents to total liquidity:
December 31, 2025
December 31, 2024
December 31, 2023
(In millions)
Cash and cash equivalents
Availability under Ryerson Credit Facility and foreign debt facilities
Total liquidity
Below is a reconciliation of total debt to net debt:
December 31, 2025
December 31, 2024
December 31, 2023
(In millions)
Total debt
Less: cash and cash equivalents
Net debt
Of the total cash and cash equivalents, as of December 31, 2025, $16.3 million was held in subsidiaries outside the U.S. that 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 additional earnings, which could result in foreign withholding taxes and potential U.S. state income taxes. 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.
The following table summarizes the Company’s cash flows:
Year Ended December 31,
(In millions)
Net loss
Change in operating assets and liabilities:
Receivables
Inventories
Accounts payable
Other operating asset and liability balances
All other operating cash flows
Net cash provided by operating activities
Acquisitions
Capital expenditures
Other investing activities
Net cash used in investing activities
Net proceeds (repayments) of borrowings
Net decrease in book overdrafts
Dividends paid to stockholders
Share repurchases
Proceeds from finance lease obligations
All other financing cash flows
Net cash used in financing activities
Effect of exchange rates on cash and cash equivalents
Net change in cash and cash equivalents
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. 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.
Investing activities. The Company's main investing activities are capital expenditures and acquisitions. Capital expenditures decreased year-over-year as 2024 was the final year of a three-year investment cycle which focused on organic growth through the expansion and modernization of existing facilities, addition of new state-of-the-art facilities, and additions of processing equipment to support value-added business. In 2024, the Company also paid $44.1 million to acquire Production Metals.
Financing activities. The Company's main source of liquidity to fund working capital requirements is borrowings on our credit facility. In 2025, credit facility borrowings decreased slightly from 2024 due 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 paid decreased from $24.8 million in 2024 to $24.1 million in 2025 due to fewer shares outstanding. We repurchased $51.0 million of common stock during 2024.
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 $1 million and $8 million, respectively as of December 31, 2025. 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
Total debt at December 31, 2025 decreased $4.3 million to $463.1 million from $467.4 million at December 31, 2024, mainly due to an increase in 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, 2025 consisted of the following amounts: $463.2 million borrowings under the Ryerson Credit Facility, plus $1.9 million of foreign debt, less $2.0 million of unamortized debt issuance costs. Availability under the Ryerson Credit Facility was $428 million and $376 million at December 31, 2025 and December 31, 2024, respectively. For further information, see Note 9: Debt in Part II, Item 8 – Financial Statements and Supplementary Data.
Pension Funding
The Company made contributions of $15.2 million in 2025, $10.9 million in 2024, and $8.8 million in 2023 to improve the Company’s pension plans funded status. At December 31, 2025, as reflected in Part II. Item 8, Financial Statements and Supplementary Data, Note 10, pension liabilities exceeded plan assets by $33.1 million. The Company anticipates that it will have a minimum required pension contribution of approximately $11.4 million in 2026 under the Employee Retirement Income Security Act of 1974 (“ERISA”), Pension Protection Act in the U.S., and the Ontario Pension Benefits Act in Canada. The expected future contributions reflect pension funding relief measures under the American Rescue Plan Act (“ARPA”) passed in March 2021. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. The Company is 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 the Company’s financial position or cash flows.
For further information regarding our pension and postretirement benefit plans, see Part II. Item 8 – Financial Statements and Supplementary Data, Note 10: Employee Benefits.
Changes in returns on plan assets may affect our plan funding, cash flows, and financial condition. Differences between actual plan asset returns and the expected long-term rate of return on plan assets impact the measurement of the following year’s pension expense and pension funding requirements. However, we believe that cash flow from operations and the Ryerson Credit Facility described above will provide sufficient funds to make the minimum required contributions.
Income Tax Payments
The Company made income tax payments of $5.7 million in 2025, $10.3 million in 2024, and $6.2 million in 2023. Income tax payments in 2025 decreased largely due to 2023 U.S. tax liabilities timely paid in 2024 offset by increased foreign taxes driven by higher pre-tax foreign earnings year over year. See Part II. Item 8, Financial Statements and Supplementary Data, Note 17: Income Taxes for further discussion.
Material Cash Requirements
As of December 31, 2025, the Company had $465 million in principal payments to satisfy its debt obligations, consisting of $2 million in foreign debt coming due in 2026 and $463 million for the Ryerson Credit Facility. On February 13, 2026, the Ryerson Credit Facility was, amended 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 connection with the Olympic Steel Merger. Please refer to Part II. Item 8, Financial Statements and Supplementary Data, Note 19: Subsequent Events for further information.
Based on the current amounts outstanding, the Company expects to pay approximately $25 million of interest on the Ryerson Credit Facility over the next 12 months and $12 million thereafter. Interest payments related to the variable rate debt were estimated using the weighted average interest rate for the respective debt instrument.
The Company leases various assets including real estate, trucks, trailers, cars, mobile equipment, processing equipment, and IT equipment. We have noncancelable operating leases expiring at various times through 2045, and finance leases expiring at various times through 2032. The total amount of future lease payments is estimated to be $456 million with $48 million for the next 12 months. Please refer to Part II, Item 8 – Financial Statements and Supplementary Data, Note 6: Leases for further information.
Purchase obligations with suppliers are entered into when we receive firm sales commitments with certain of our customers. As of December 31, 2025, we had outstanding purchase obligations of approximately $22 million expiring in 2026. The Company has placed orders for $22 million under these obligations as of December 31, 2025.
Deferred Tax Amounts
At December 31, 2025, the Company had a net deferred tax liability of $110 million comprised primarily of a deferred tax asset of $9 million related to pension liabilities, a deferred tax asset related to postretirement benefits other than pensions of $8 million, deferred tax assets of $14 million related to state, local, and foreign tax loss carryforwards, $88 million related to operating lease liabilities, $19 million of other deferred taxes relating to accrued compensation and other items, $14 million of interest limitation carryforward, and $13 million of federal net operating loss carryforward, offset by a valuation allowance of $4 million and deferred tax liabilities of $88 million related to fixed assets, $94 million related to inventory, $81 million related to operating lease assets, and $8 million related to intangibles. We may experience fluctuations in our forecasted earnings before income taxes as a result of events which cannot be predicted, which could affect our deferred tax balances.
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. The Company had a valuation allowance of $4 million as of December 31, 2025 and 2024. As of December 31, 2025, the valuation allowance continues to be related to U.S. federal foreign tax credits and foreign tax assets.
As described in Note 1 to the Consolidated Financial Statements, the Company assesses the need for a valuation allowance considering all available positive and negative evidence, including past operating results, projections of future taxable income, and the feasibility of ongoing tax planning strategies.
The Company will continue to maintain a valuation allowance on certain U.S. federal and foreign deferred tax assets until such time as in management’s judgment, considering all available positive and negative evidence, the Company determines that these deferred tax assets are more likely than not realizable.
Critical Accounting Estimates
Preparation of this Form 10-K requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of sales and expenses during the reporting period. Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in Item 8 within Note 1: Summary of Accounting and Financial Policies. These policies have been consistently applied and address such matters as revenue recognition, depreciation methods, inventory valuation, asset impairment recognition, and pension and postretirement expense. While policies associated with estimates and judgments may be affected by different assumptions or conditions, we believe our estimates and judgments associated with the reported amounts are appropriate in the circumstances. Actual results may differ from those estimates.
We consider the policies discussed below as critical to an understanding of our financial statements, as application of these policies places the most significant demands on management’s judgment, with financial reporting results relying on estimation of matters that are uncertain.
Income Taxes : Our income tax expense, deferred tax assets and liabilities, and reserve for uncertain tax positions reflect our best estimate of taxes to be paid. The Company is subject to income taxes in the U.S. and several foreign jurisdictions. The determination of the consolidated income tax expense requires judgment and estimation by management. It is possible that actual results could differ from the estimates that management has used to determine its consolidated income tax expense.
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. Management evaluates all available positive and negative evidence in making the recoverability assessment.
The Company’s income tax provisions are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. Although the Company believes that the positions taken on filed tax returns are reasonable, it has established tax and interest reserves in recognition that various taxing authorities may challenge the positions taken. For uncertain tax positions, the Company applies the provisions of relevant authoritative guidance, which requires application of a “more likely than not” threshold to the recognition and derecognition of tax positions. The Company’s ongoing assessments of the more
likely than not outcomes of tax authority examinations and related tax positions require significant judgment and can increase or decrease the Company’s effective tax rate.
Long-lived Assets and Other Intangible Assets : The Company has acquired and may continue to acquire significant long-lived assets and other intangible assets in connection with business combinations that the Company records at fair value. The Company may use valuation specialists, where necessary, to perform appraisals and discounted cash flow analysis to determine the fair values of the long-lived assets and other intangible assets acquired. These valuations require management to make estimates and assumptions that are critical in determining the fair values of the long-lived assets and other intangible assets.
Long-lived assets held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment is recognized. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which undiscounted cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. Any related impairment loss is calculated based upon comparison of the fair value to the carrying value of the asset. Separate intangible assets that have finite useful lives are amortized over their useful lives. An impaired long-lived or intangible asset would be written down to fair value, based on various available valuation techniques, including the discounted cash flow method.
Goodwill: We assess the recoverability of the carrying value of recorded goodwill annually in the fourth quarter of each year or whenever indicators of potential impairment exist. We test for impairment of goodwill by assessing various qualitative factors with respect to developments in our business and the overall economy. Factors that may be considered indicators of impairment include: deterioration in general economic conditions; declines in the market conditions of our products, including metals prices; a sustained significant decline in our share price and market capitalization; reduced future cash flow estimates; and slower growth rates in our industry, among others. If we determine that it is more likely than not that the fair value of a reporting unit is less than the carrying value based on our qualitative assessment, we will proceed to the goodwill impairment test. We compare the fair value of the reporting unit in which goodwill resides to its carrying value. If the carrying amount exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. The fair value of the reporting unit is estimated using a combination of an income approach and a market approach as this combination is deemed to be the most indicative of our fair value in an orderly transaction between market participants. An income approach based on discounted future cash flows requires us to estimate income from operations based on projected results and discount rates based on a weighted average cost of capital of comparable companies. A market approach estimates fair value using market multiples of various financial measures of comparable public companies. If these estimates or their related assumptions for commodity prices and demand change in the future, we may be required to record charges for these assets.
Based on the impairment test performed on October 1, 2025, the Company concluded that the fair value of the reporting units tested for impairment exceeded the carrying value. As of the date of our quantitative assessment, $161.1 million of goodwill resides at the U.S. reporting unit, which represents the majority of the Company's goodwill balance. Based upon the quantitative assessment performed for the U.S. reporting unit, the fair value of the U.S. reporting unit exceeded its carrying value by 10% and as such it was determined that no impairment existed.
The determination of the fair value of the reporting units requires the Company to make significant estimates including forecasts of business and financial performance of the Company’s reporting units. These estimates and assumptions primarily include but are not limited to: the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which we compete, discount rates, terminal growth rates, and forecasts of revenue, gross margin, operating income, depreciation, amortization, and capital expenditures.
In evaluating the U.S. reporting unit, significant weight is placed on forecasted earnings before interest, taxes, depreciation, and amortization ("EBITDA") and the weighted average cost of capital (“WACC”) used in the discounted cash flow model, as we determined these items have the most significant impact on the fair value of the reporting unit.
EBITDA is expected to improve provided that pricing and volumes stabilize, and we expect to gain operating leverage through the growth initiatives that have been undertaken by the Company, such as significant investment in capital expenditures targeted towards our transactional business, specifically higher margin value-added business and our investment in acquisitions resulting in new product lines, industry exposures, and expanded capabilities to our overall portfolio. As our acquisitions are integrated and get more established within the Ryerson network, we expect to see continued growth across our performance metrics.
We used a WACC of 14.5% based upon market participants assumptions. We performed a sensitivity analysis on our estimated fair value noting that a 100 basis point increase in the discount rate results in a decrease of the excess fair value over the carrying value of the reporting unit from 10% to approximately 3%.
Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to inherent uncertainty in making such estimates. A lack of recovery or further deterioration in market conditions, a trend of weaker than expected financial performance in our business, or a decline in the Company’s market capitalization, among other factors, could result in an impairment charge in future periods which could have a material adverse effect on our financial statements.
Pension and postretirement benefit plan assumptions : We sponsor various benefit plans covering a portion of our employees for pension and postretirement medical costs. Statistical methods are used to anticipate future events when calculating expenses and liabilities related to the plans. The statistical methods include assumptions about, among other things, the discount rate, expected return on plan assets, rate of increase of health care costs, and the rate of future compensation increases. Our actuarial consultants also use subjective factors such as withdrawal and mortality rates when estimating expenses and liabilities. The discount rate used for U.S. plans reflects the market rate for high-quality fixed-income investments on our annual measurement date (December 31) and is subject to change each year. The discount rate is determined by matching, on an approximate basis, the coupons and maturities for a portfolio of corporate bonds (rated Aa or better by Moody’s Investor Services or AA or better by Standard and Poor’s) to the expected plan benefit payments defined by the projected benefit obligation. The discount rates used for plans outside the U.S. are based on the yield of long term high quality corporate bonds, the duration of the liability, and appropriate judgment.
When calculating pension expense for 2025, we assumed the pension plans’ assets would generate a long-term rate of return of 6.25% for the JT Ryerson plan and 4.50% for the Central Steel and Wire Company plan, and between 3.00% and 5.50% for the Canadian plans. The expected long-term rate of return assumption was developed based on historical experience and input from the trustee managing the plans’ assets. The expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on a goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We regularly review actual asset allocation and the pension plans’ investments are periodically rebalanced to the targeted allocation when considered appropriate. Pension expense increases as the expected rate of return on plan assets decreases.
Future pension obligations for the U.S. plans were discounted using rates between 5.33% and 6.04% at December 31, 2025. Future pension obligations of the Canadian Salaried Pension Plan were discounted using a rate of 4.65% at December 31, 2025. Lowering the discount rate by 50 basis points would increase the pension liability at December 31, 2025 by approximately $12 million.
The calculation of other postretirement benefit obligations requires the use of a number of assumptions, including the assumed discount rate between 4.42% and 5.37% at December 31, 2025 for measuring future payment obligations.
The assumptions used in the actuarial calculation of expenses and liabilities may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. These differences may result in a significant impact on the amount of pension or postretirement benefit expense we may record in the future.
Legal contingencies : We are involved in a number of legal and regulatory matters including those discussed in Item 8 within Note 12: Commitments and Contingencies. We determine whether an estimated loss from a loss contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We analyze our legal matters based on available information to assess potential liability. We consult with outside counsel involved in our legal matters when analyzing potential outcomes.
Recent Accounting Pronouncements
Recent accounting pronouncements are discussed within Note 1: Summary of Accounting and Financial Policies in Part II, Item 8 Financial Statements and Supplementary Data.
ITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK.
Our primary areas of market risk include changes in interest rates, foreign currency exchange rates, and commodity prices. We continually monitor these risks and develop strategies to manage them.
Interest rate risk
Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to market risk related to our variable-rate long-term debt. As of December 31, 2025 and December 31, 2024, we have no publicly traded debt. The carrying value of our debt was $463.1 million and $467.4 million at December 31, 2025 and December 31, 2024, respectively. The carrying value approximates our fair value due to the short-term nature of the underlying borrowings on the Ryerson Credit Facility.
From time to time, we may use interest rate swaps to manage our exposure to interest rate changes. As of December 31, 2025, we have no outstanding interest rate swaps.
As of December 31, 2025, all of our debt is at variable interest rates. A hypothetical 1% increase in interest rates on variable debt would have increased interest expense for the twelve months of 2025 by approximately $6.1 million.
Foreign exchange rate risk
We are subject to foreign currency risks primarily through our operations in Canada, Mexico, and China and we use foreign currency exchange contracts to reduce our exposure to currency price fluctuations. Foreign currency contracts are principally used to purchase U.S. dollars. We had foreign currency contracts with a U.S. dollar notional amount of $1.8 million outstanding at December 31, 2025 and a fair value of zero. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings. For the year ended December 31, 2025, the Company recognized a loss of $0.1 million associated with its foreign currency contracts. A hypothetical strengthening or weakening of 10% in the foreign exchange rates underlying the foreign currency contracts from the market rate as of December 31, 2025 would increase or decrease the fair value of the foreign currency contracts by $0.1 and $0.2 million, respectively.
The currency effects of translating the financial statements of our foreign subsidiaries are included in accumulated other comprehensive loss and will not be recognized in the statement of operations until there is a liquidation or sale of those foreign subsidiaries.
Commodity price risk
In general, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, customer contracts, and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders.
Metal prices can fluctuate significantly due to several factors including changes in foreign and domestic production capacity, raw material availability, metals consumption, and foreign currency rates. Fuel and gas prices can fluctuate based on input costs, economic conditions, international instability, and supply disruptions. Derivative financial instruments have been used to manage a limited portion of our exposure to fluctuations in the cost of certain metal and energy commodities. Additionally, from time to time we may enter into arrangements with customers in which we enter into derivatives contracts with financial institutions on their behalf and are required to pass-through the economic hedge settlements to them ("Embedded Customer Derivatives"). No derivatives are held for trading purposes.
As of December 31, 2025, we had 16,972 tons of hot roll coil swap contracts with a net asset value of $0.1 million, 20,075 tons of aluminum swap contracts with a net asset value of $3.0 million, 288 tons of nickel swap contracts with a net asset value of $0.3 million, 6,297 tons of copper swap contracts with a net asset of $6.2 million, 147,160 gallons of natural gas swap contracts with a net value of zero, and 1,964,000 gallons of diesel fuel swap contracts with a net liability value of $0.2 million. We do not currently account for these swaps as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. For the twelve months ended December 31, 2025, the Company recognized a gain of $4.8 million associated with its metal and energy commodity derivatives, net of Embedded Customer Derivatives.
A hypothetical strengthening or weakening of 10% in the commodity and energy prices underlying the derivative contracts from the market rates as of December 31, 2025 would increase or decrease the fair value of the derivative contracts by $3.8 million.
ITEM 8. FINANCIAL STATEMEN TS AND SUPPLEMENTARY DATA.
Index to Consolidated Financial Statements
Page
Financial Statements
Management’s Report on Internal Control over Financial Reporting
The report of Ryerson Holding Corporation’s independent registered public accounting firm (PCAOB ID: 185) with respect to the financial statements and their report on internal control over financial reporting, and the report of our prior independent registered public accounting firm as to the prior year financial statements, are included in Item 8 of this Form 10-K at the page numbers referenced below. The consents of the Company's current and prior independent registered public accounting firms appear as Exhibit 23.1 and 23.2, respectively, of this Form 10-K.
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 )
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
Consolidated Balance Sheets at December 31, 2025 and 2024
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023
Notes to Consolidated Financial Statements
Financial Statements Schedule
II—Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable. The required information is shown in the Financial Statements or Notes thereto.
M ANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Ryerson Holding Corporation (“the Company”) is respon sible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements under all potential conditions. Therefore, effective internal control over financial reporting provides only re asonable, and not absolute, assurance with respect to the preparation and presentation of financial statements.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Based on its assessment under that framework and the criteria established therein, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
KPMG LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, 2025, as stated in their report, which is included herein.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors
Ryerson Holding Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheet of Ryerson Holding Corporation and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill impairment assessment of the U.S. reporting unit
As discussed in Notes 1 and 8 to the Company’s consolidated financial statements, the goodwill balance in the U.S. reporting unit as of December 31, 2025 was $161.1 million. The Company conducts its annual impairment test to assess the recoverability of the carrying value of goodwill as of October 1 or whenever significant events or changes occur that might indicate potential impairment exists. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying value based on its qualitative assessment, the Company will proceed to a quantitative impairment test. The fair value of the reporting unit in which the goodwill resides is compared to its carrying value. The fair value of the U.S. reporting unit is estimated using a combination of an income approach and a market approach.
We identified the evaluation of the Company’s assessment of the recoverability of the carrying value of goodwill for the Company’s U.S. reporting unit as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate certain assumptions used to determine the fair value of the reporting unit, including the forecasted gross margin, which is a key element of the forecasted earnings before interest, taxes, depreciation and amortization (EBITDA), and the weighted average cost of capital (WACC). The assessment of the forecasted gross margin and the WACC assumptions was subjective due to the degree of uncertainty related to future market and economic conditions and changes to these assumptions could have a significant effect on the Company’s assessment of the fair value of the reporting unit. We involved valuation professionals with specialized skills and knowledge in such assessment to assist in evaluating the WACC and performing sensitivity analyses.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process, including controls over the development of the forecasted gross margin and the WACC assumptions. We evaluated the Company’s forecasted gross margin assumption by comparing it to the historical actual gross margin of the Company and to both historical and projected gross margin for peer companies and other publicly available market data. We also involved valuation professionals with specialized skills and knowledge who assisted in evaluating the WACC by developing an independent range of expected WACC using publicly available market data and comparing the range to the WACC used by the Company.
/s/ KPMG LLP
We have served as the Company’s auditor since 2024.
Chicago, Illinois
February 23, 2026
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Ryerson Holding Corporation and Subsidiary Companies
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Ryerson Holding Corporation and Subsidiary Companies (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We served as the Company’s auditor from 2006 to 2025.
Chicago, Illinois
February 20, 2025
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEM ENTS OF OPERATIONS
(In millions, except per share data)
Year Ended December 31,
Net sales
Cost of materials sold
Gross profit
Warehousing, delivery, selling, general, and administrative
Gain on insurance settlement
Restructuring and other charges
Impairment charges on assets
Operating profit (loss)
Other income (expense):
Interest and other expense on debt
Other income and (expense), net
Income (loss) before income taxes
Provision (benefit) for income taxes
Net income (loss)
Less: Net income attributable to noncontrolling interest
Net income (loss) attributable to Ryerson Holding Corporation
Basic earnings (loss) per share
Diluted earnings (loss) per share
Dividends declared per share
See Notes to Consolidated Financial Statements
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS O F COMPREHENSIVE INCOME (LOSS)
(In millions)
Year Ended December 31,
Net income (loss)
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments
Changes in defined benefit pension and other
post-retirement benefit plans
Other comprehensive income (loss), before tax
Income tax provision related to items of other
comprehensive income
Comprehensive income (loss), after tax
Less: Comprehensive income attributable to noncontrolling interest
Comprehensive income (loss) attributable to Ryerson Holding Corporation
See Notes to Consolidated Financial Statements
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEM ENTS OF CASH FLOWS
(In millions)
Year Ended December 31,
Operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization
Stock-based compensation
Deferred income taxes
Provision for allowances, claims, and doubtful accounts
Restructuring and other charges
Impairment charge on assets
Non-cash (gain) loss from derivatives
Pension settlement charge (gain)
Pension and other postretirement benefits curtailment gain
Other items
Change in operating assets and liabilities, net of effects of acquisitions:
Receivables
Inventories
Other assets and liabilities
Accounts payable
Accrued liabilities
Accrued taxes payable/receivable
Deferred employee benefit costs
Tenant improvement allowance
Net adjustments
Net cash provided by operating activities
Investing activities:
Acquisitions, net of cash acquired
Capital expenditures
Proceeds from sale of property, plant, and equipment
Proceeds from insurance settlement
Other investing activities
Net cash used in investing activities
Financing activities:
Repayment of debt
Net proceeds from borrowings
Payments made on borrowings
Net decrease in book overdrafts
Principal payments on finance lease obligations
Dividends paid to stockholders
Share repurchases
Proceeds from exercise of common stock options
Contingent payments related to acquisitions
Proceeds from finance lease obligations
Tax withholdings on stock-based compensation awards
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents, and restricted cash
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
Net change in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash—beginning of period
Cash, cash equivalents, and restricted cash—end of period
Supplemental disclosures:
Cash paid during the period for:
Interest paid to third parties, net
Income taxes, net
Noncash activities:
Asset additions under operating leases
Asset additions under finance leases
See Notes to Consolidated Financial Statements
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BA LANCE SHEETS
(In millions, except shares and per share data)
At December 31,
Assets
Current assets:
Cash and cash equivalents
Restricted cash (Note 3)
Receivables less provisions of $ 2.7 at December 31, 2025 and $ 2.5 at December 31, 2024 (Schedule II)
Inventories (Note 4)
Prepaid expenses and other current assets
Total current assets
Property, plant, and equipment, net of accumulated depreciation (Note 5)
Operating lease assets (Note 6)
Other intangible assets (Note 7)
Goodwill (Note 8)
Deferred charges and other assets
Total assets
Liabilities
Current liabilities:
Accounts payable
Accrued liabilities:
Salaries, wages, and commissions
Other accrued liabilities
Short-term debt (Note 9)
Current portion of operating lease liabilities (Note 6)
Current portion of deferred employee benefits (Note 10)
Total current liabilities
Long-term debt (Note 9)
Deferred employee benefits (Note 10)
Noncurrent operating lease liabilities (Note 6)
Deferred income taxes (Note 17)
Other noncurrent liabilities
Total liabilities
Commitments and contingencies (Note 12)
Equity
Ryerson Holding Corporation stockholders’ equity:
Preferred stock, $ 0.01 par value; 7,000,000 shares authorized and no shares issued at December 31, 2025 and December 31, 2024
Common stock, $ 0.01 par value; 100,000,000 shares authorized and 40,373,512 shares issued at December 31, 2025; 100,000,000 shares authorized and 39,899,093 shares issued at December 31, 2024
Capital in excess of par value
Retained earnings
Treasury stock at cost – Common stock of 8,164,148 shares at December 31, 2025 and 8,051,226 shares at December 31, 2024
Accumulated other comprehensive loss (Note 15)
Total Ryerson Holding Corporation stockholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
See Notes to Consolidated Financial Statements
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except shares in thousands)
Ryerson Holding Corporation Stockholders
Accumulated Other
Comprehensive
Income (Loss)
Common
Stock
Treasury
Stock
Capital in
Excess of
Par Value
Retained
Earnings
Foreign
Currency
Translation
Benefit
Plan
Liabilities
Non-
controlling
Interest
Total
Equity
Shares
Dollars
Shares
Dollars
Dollars
Dollars
Dollars
Dollars
Dollars
Dollars
Balance at January 1, 2023
Net income
Foreign currency translation
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of zero
Share repurchases
Stock-based compensation expense
Issuance of common stock
Cash dividends and dividend equivalents
Balance at December 31, 2023
Net income (loss)
Foreign currency translation
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $ 1.0
Share repurchases
Stock-based compensation expense
Issuance of common stock
Dividends declared to non-controlling interest
Cash dividends and dividend equivalents
Balance at December 31, 2024
Net income (loss)
Foreign currency translation
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $ 0.8
Stock-based compensation expense
Issuance of common stock
Cash dividends and dividend equivalents
Balance at December 31, 2025
See Notes to Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Summary of Accounting and Financial Policies
Business Description and Basis of Presentation. Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. As of December 31, 2025, affiliates of Platinum Equity, LLC (“Platinum”) own approximately 3,924,478 shares of our common stock, which is approximately 12.2 % of our issued and outstanding common stock as of December 31, 2025. Ryerson Holding is not a “controlled company” within the meaning of the corporate governance standards of The New York Stock Exchange.
We are a leading value-added processor and distributor of industrial metals with operations in the U.S. through JT Ryerson and other U.S. subsidiaries, in Canada through our indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”), and in Mexico through our indirect wholly-owned subsidiary Ryerson Metals de Mexico, S. de R.L. de C.V., a Mexican corporation (“Ryerson Mexico”). In addition to our North American operations, we conduct materials processing and distribution operations in China through an indirect wholly-owned subsidiary, Ryerson China Limited, a Chinese limited liability company (“Ryerson China”). Unless the context indicates otherwise, Ryerson Holding, JT Ryerson, Ryerson Canada, Ryerson Mexico, and Ryerson China together with their subsidiaries, are collectively referred to herein as “Ryerson,” “we,” “us,” “our,” or the “Company.”
Reclassifications. In 2023 and 2024, we presented our proceeds and repayments of borrowings under our revolving credit facility amended as of June 10, 2024 (as amended, the “Ryerson Credit Facility” or "Credit Facility") on a net basis as the borrowings had original maturities of three months or less and qualified for net presentation. During 2025, the Company executed certain borrowings under the Ryerson Credit Facility with original maturities greater than three months and we no longer qualified for net reporting. Thus we are presenting the borrowing activity on a gross basis in the statement of cash flows. We have reclassified prior year presentation to conform with current year presentation for comparability.
Principles of Consolidation. The Company consolidates entities in which it owns or controls more than 50 % of the voting shares. All significant intercompany balances and transactions have been eliminated in consolidation.
Equity Investments. Investments in affiliates in which the Company’s ownership is 20 % to 50 % and investments in limited partnerships are accounted for by the equity method. Equity income (loss) is reported in other income and (expense), net in the Consolidated Statements of Operations. For the years ended December 31, 2025, 2024 and 2023, the Company recognized equity income of $ 0.6 million, equity income of zero , and equity loss of $ 0.1 million, respectively.
Business Segments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, “ Segment Reporting ” (“ASC 280”), establishes standards for reporting information on operating segments in interim and annual financial statements. See Note 13: Segment Information for further details.
Use of Estimates . The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the financial statements. Changes in such estimates may affect amounts reported in future periods.
Revenue Recognition. Revenue is recognized in accordance with FASB ASC 606, “ Revenue from Contracts with Customers ” (“ASC 606”). Revenue is recognized based on the consideration expected to be received for delivery of as-is or processed metal products when, or as, the Company satisfies its contractual obligation to transfer control of a product to a customer, which we refer to as a performance obligation. See Note 16: Revenue Recognition for further details.
Provision for allowances, claims, and doubtful accounts . The Company follows the guidance under ASC 326 “ Financial Instruments – Credit Losses ” (“ASC 326”). The Company monitors customer payments and maintains a provision for estimated credit losses based on historical experience and specific customer collection issues that the Company has identified. Estimation of such losses requires adjusting historical loss experience for current economic conditions and judgments about the probable effects of economic conditions on certain customers. See Schedule II -Valuation and Qualifying Accounts for further details.
Shipping and Handling Fees and Costs. Shipping and handling fees billed to customers are classified in net sales in our Consolidated Statement of Operations. Shipping and handling costs are classified in warehousing, delivery, selling, general, and administrative expenses in our Consolidated Statement of Operations. These costs, inclusive of depreciation and both internal and external delivery costs, totaled $ 144.0 million, $ 138.4 million, and $ 139.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. In accordance with ASC 606, the Company has elected to treat shipping and handling costs as an activity
necessary to fulfill the performance obligation to transfer product to the customer and not as a separate performance obligation. Shipping and handling costs are estimated at quarter end in proportion to revenue recognized for transactions where actual costs are not yet known.
Benefits for Retired Employees. The Company recognizes the funded status of its defined benefit pension and other postretirement plans in the Consolidated Balance Sheets, with changes in the funded status recognized through accumulated other comprehensive income (loss), in the year in which the changes occur. Service cost is included in warehousing, delivery, selling, general, and administrative expenses and all other components of net benefit costs are recognized in other income and (expense), net, in the Consolidated Statement of Operations. The estimated cost of the Company’s defined benefit pension plan and its postretirement medical benefits are determined annually or upon plan remeasurement after considering information provided by consulting actuaries. Key factors used in developing estimates of these liabilities include assumptions related to discount rates, rates of return on investments, mortality rates, future compensation costs, healthcare cost trends, benefit payment patterns, and other factors. The cost of these benefits for retirees is accrued during their term of employment. Pensions are funded primarily in accordance with the requirements of the Employee Retirement Income Security Act (“ERISA”) of 1974 and the Pension Protection Act of 2006. Costs for retired employee medical benefits are funded when claims are submitted. Certain employees are covered by a defined contribution plan, for which the cost is expensed in the period earned.
Fair Value Measurements. To increase consistency and comparability in fair value measurements, FASB ASC 820 " Fair Value Measurement " ("ASC 820") establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.
Level 2 – inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
Level 3 – unobservable inputs, such as internally-developed pricing models for the asset or liability due to little or no market activity for the asset or liability.
Ryerson utilizes fair value measurements in the calculation of pension plan assets, long-lived asset and definite-lived intangible asset impairments, and derivative assets and liabilities. See Note 6: Leases, Note 7: Intangible Assets, Note 8: Goodwill, Note 10: Employee Benefits, and Note 14: Derivatives and Fair Value Measurements respectively for further information.
The estimated fair value of the Company’s cash and cash equivalents, restricted cash, receivables less provisions, and accounts payable approximate their carrying amounts due to the short-term nature of these financial instruments. The estimated fair value of the Company's long-term debt and the current portions thereof equal the carrying amounts due to the short-term nature of the underlying borrowings on the Ryerson Credit Facility. See the Consolidated Balance Sheets for the December 31, 2025 and December 31, 2024 values of these assets and liabilities.
Cash Equivalents. Cash equivalents reflected in the financial statements are highly liquid, short-term investments with original maturities of three months or less. Checks issued in excess of funds on deposit at the bank represent “book” overdrafts. We reclassified $ 72.6 million and $ 74.2 million to accounts payable at December 31, 2025 and 2024, respectively.
Inventory Valuation . Inventories are stated at the lower of cost or market value. We primarily use the last-in, first-out (“LIFO”) method for valuing our domestic inventories. We use the moving average cost and the specific cost methods for valuing our foreign inventories.
Property, Plant, and Equipment. Property, plant, and equipment, including land use rights and finance lease assets, are depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The provision for depreciation in all periods presented is based on the following estimated useful lives of the assets:
Land improvements
20 years
Buildings
45 years
Machinery and equipment
10 - 15 years
Furniture and fixtures
10 years
Transportation equipment
3 - 6 years
Software
5 years
Land use rights
50 years
Expenditures for normal repairs and maintenance are charged against income in the period incurred.
Internal-Use Software. S oftware is recognized in accordance with FASB ASC 350-40 , "Internal-Use Software" ("ASC 350-40"). The Company has various software that is acquired, internally developed, or modified solely to meet the Company's internal needs, and software that the Company obtains access to in cloud computing arrangements that includes internal-use software licenses. Software development costs are capitalized when the preliminary project stage is complete and the development stage of the project commences, it is probable that the project will be complete, and the software will be used to perform the function intended. Costs associated with preliminary project stage activities, training, maintenance, and all other post implementation stage activities are expensed as incurred. The capitalization policy provides for the capitalization of certain payroll costs for employees who are directly associated with developing internal-use software as well as certain external direct costs. Capitalized employee costs are limited to the time directly spent on such projects. We also capitalize certain costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Our cloud computing arrangements that include a license to an internal use software which does not meet the criteria as defined by ASC 350-40 are accounted for as service contracts and do not constitute a purch ase of a software or license to a software and as such are accounted as prepaid expenses and are amortized over the prepayment period. As of December 31, 2025 and 2024 we had $ 5.1 million and $ 2.7 million of software in prepaid expenses and other current assets on the Consolidated Balance Sheets, respectively. See Note 5: Property, Plant, and Equipment for the balances of software costs capitalized to fixed assets.
Leases. Leases are recognized in accordance with FASB ASC 842, “ Leases ” (“ASC 842”). The Company leases various assets including real estate, trucks, trailers, mobile equipment, processing equipment, and IT equipment. See Note 6: Leases, for further details. The Company has made an accounting policy election not to record leases with an initial term of twelve months or less (“short term leases”) on the balance sheet as allowed within ASC 842. Short term lease expense is recognized on a straight-line basis over the lease term. The Company has elected to apply the practical expedient that allows for the combination of lease and non-lease components for all asset classes.
Many of our real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more . To determine the expected lease term, we include any noncancelable periods within the lease agreement as well as any periods covered by an option t o extend the lease if we are reasonably certain to exercise the option. The equipment leases do not typically include options for renewal but may include options for purchase at the end of the lease. We determine the likelihood of exercising the option for purchase by assessing the option price versus the estimated fair value at the end of the lease term to determine if the option price is advantageous enough th at we are reasonably certain to exercise it. The depreciable life of finance lease assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
Lease payments include fixed payments, the exercise price of a purchase option that is reasonably certain of exercise, variable payments based on a known index, and the amount probable that the Company will owe under a residual value guarantee. Variable lease payments that are not based on a known index are not included in lease payments and are expensed as incurred.
The discount rate used to determine the amount of right of use assets, lease liabilities, and lease classification is the interest rate implicit in the lease, when known. If the rate implicit in the lease is not known, the Company will use its incremental borrowing rate defined as the interest rate swap rate that approximates the lease term plus the long-term expected spread on the Ryerson Credit Facility.
Goodwill. In accordance with FASB ASC 350, “ Intangibles – Goodwill and Other ” (“ASC 350”), goodwill is reviewed at least annually for impairment or whenever indicators of potential impairment exist. We test for impairment of goodwill by assessing various qualitative factors with respect to developments in our business and the overall economy. If we determine that it is more likely than not that the fair value of a reporting unit is less than the carrying value based on our qualitative assessment, we will proceed to the quantitative goodwill impairment test, in which we compare the fair value of the reporting unit where the goodwill resides to its carrying value. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. The fair value of the reporting unit is estimated using a combination of an income approach and a market approach as this combination is deemed to be the most indicative of fair value in an orderly transaction between market participants.
Long-lived Assets and Other Intangible Assets . Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When this occurs, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment is recognized. Any related impairment loss is calculated based upon comparison of the fair value to the carrying value of the asset. Separate intangible assets that have finite useful lives are amortized over their useful lives. See Note 6: Leases, Note 7: Intangible
Assets and Note 14: Derivatives and Fair Value Measurements for balances impaired on right of use assets, definite-lived intangibles, and assets held for sale during 2025.
Deferred Financing Costs. Deferred financing costs associated with the issuance of debt are being amortized using the straight line method over the life of the debt in accordance with FASB ASC 470, “Debt” (“ASC 470”). Deferred financing costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability.
Foreign Currency. The Company translates assets and liabilities of its foreign subsidiaries, where the functional currency is the local currency, into U.S. dollars at the current rate of exchange on the last day of the reporting period. Revenues and expenses are translated at the average monthly exchange rates prevailing during the year.
For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the year. The Company recognized an exchange loss of $ 4.5 million, a gain of $ 4.1 million, and a loss of $ 2.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. These amounts are classified either in Other income and (expense), net or Warehousing, delivery, selling, general, and administrative expense in our Consolidated Statements of Operations.
Income Taxes. Deferred tax assets or liabilities reflect temporary differences between amounts of assets and liabilities for financial and tax reporting. Such amounts are adjusted, as appropriate, to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is established to offset any deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The determination of the amount of a valuation allowance to be provided on recorded deferred tax assets involves estimates regarding (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income, (3) the impact of tax planning strategies, and (4) the ability to carry back tax losses to offset prior taxable income. In assessing the need for a valuation allowance, the Company considers all available positive and negative evidence in making this assessment.
Significant judgment is required in determining income tax provisions and in evaluating tax positions. In the normal course of business, the Company and its subsidiaries are examined by various federal, state, and foreign tax authorities. The Company records the impact of a tax position, if that position is more likely than not (i.e., greater than 50% likely) to be sustained in audit, based on the technical merits of the position. The Company regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, the current tax liability, and deferred taxes in the period in which the facts that give rise to a revision become known.
The Company recognizes the benefit of tax positions when a benefit is more likely than not to be sustained on its technical merits. Recognized tax benefits are measured at the largest amount that is more likely than not to be sustained, based on cumulative probability, in final settlement of the position. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.
Stock-Based Compensation. All of our stock-based compensation plans are classified as equity awards. The fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) is determined based on the fair value of our common stock on the grant date. The fair value of stock options is estimated based on a Monte Carlo simulation and considers variables such as volatility, dividend yield, risk-free rate, and the expected exercise multiple in computing the value of the options. The fair value of stock options, RSUs, and PSUs is expensed on a straight-line basis over their respective vesting periods. We have elected to recognize forfeitures as they occur. See Note 11: Stock-Based Compensation for further details.
Recent Accounting Pronouncements
Recently Issued Accounting Standards–Adopted
In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740)”. The amendments in this update require public businesses to disclose specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. This update also requires further disclosures of income taxes paid disaggregated by federal, state, and foreign jurisdictions as well as by the individual jurisdiction in which income taxes are paid if the amount paid is equal to or greater than five percent of total income taxes paid. Further, this update requires a disclosure of income or loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense or benefit disaggregated by federal, state, and foreign. The Company adopted this guidance for the year ended December 31, 2025 on a prospective basis. The adoption of these changes did not have an impact on the Company's consolidated financial statements, other than disclosure requirements which are included in Note 17: Income Taxes.
Recently Issued Accounting Standards–Not Yet Adopted
In November 2024, FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” and in January 2025 issued an update through ASU 2025-01. The amendment requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The categories required to be disclosed under the amendment include: purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not disaggregated quantitatively. Additionally, disclosure is required of the total amount of selling expenses and the entity's definition of selling expenses in the annual reporting periods only. This update is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendment may be applied on either a retrospective or prospective basis. We are assessing the impact of adoption, but do not expect this guidance to materially impact the consolidated financial statements, other than enhanced disclosures.
In September 2025, FASB issued ASU 2025-06, “ Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” . The amendment changes certain aspects of the accounting and disclosure of software costs. Under the amendment, companies will no longer use the concept of "development stages" in determining the relevant software costs to be capitalized. Software costs will be capitalizable if management, implicitly or explicitly, authorizes and commits to funding a software project and the probable-to-complete threshold is met. This update is effective for annual periods beginning after December 15, 2027 and early adoption is permitted. These amendments can be applied prospectively to new software costs incurred as of the beginning of the adoption period for all projects, prospectively to new software costs incurred only for projects that meet the new capitalization requirements, or retrospectively by recasting comparative periods and recognizing a cumulative-effect adjustment to the opening balance of retained earnings of the first period presented. We are assessing the impact of adoption, but do not expect this guidance to materially impact the consolidated financial statements.
Note 2: Acquisitions
2024 Acquisition Activity
During 2024, JT Ryerson paid $ 44.1 million to acquire Production Metals, LLC ("Production Metals") which is reflected within investing activities in the Consolidated Statements of Cash Flows. In 2025, JT Ryerson paid $ 0.8 million in holdback payments which are included within financing activities in the Consolidated Statements of Cash Flows.
2023 Acquisition Activity
During 2023, JT Ryerson paid $ 127.5 million to acquire BLP Holdings, LLC, Norlen Incorporated, TSA Processing, and Hudson Tool Steel Corporation reflected within investing activities in the Consolidated Statements of Cash Flows. In 2025, JT Ryerson paid $ 1.6 million in holdback payments which are included within financing activities in the Consolidated Statements of Cash Flows.
Included in our Consolidated Statements of Operations for the year-ended December 31, 2025, December 31, 2024, and December 31, 2023 were revenues of $ 109.4 , $ 104.8 million, and $ 43.2 million, respectively, and net income of $ 1.1 million, net loss of $ 1.6 million, and net income of $ 1.8 million, respectively, related to the 2023 acquisitions. The 2023 acquisitions are insignificant to the Company's Consolidated Statements of Operations for the year-ended December 31, 2025, December 31, 2024 and December 31, 2023. The financial results presented are for significance disclosure purposes only and are not indicative of future performance.
During 2023, JT Ryerson completed the purchase of certain assets from ExOne Operating, LLC. The total amount paid by JT Ryerson for the acquired assets was $ 9.7 million reflected within investing activities in the Consolidated Statements of Cash Flows.
2022 Acquisition Activity
During 2022, JT Ryerson acquired Excelsior, Inc. ("Excelsior"). During 2023, JT Ryerson paid an additional $ 0.6 million related to the net working capital adjustments included within investing activities in the Consolidated Statements of Cash Flows.
Note 3: Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the beginning and ending cash balances shown in the Consolidated Statements of Cash Flows:
At December 31,
(In millions)
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents, and restricted cash
We had cash restricted for the purpose of covering letters of credit that can be presented for potential insurance claims and material purchases.
Note 4: Inventories
The Company primarily uses the last-in, first-out ("LIFO") method of valuing inventory. Under this method, older costs are included in inventory, which may be higher or lower than current costs.
See the Consolidated Balance Sheets for the December 31, 2025 and December 31, 2024 values of our in process and finished good inventory.
If current cost had been used to value inventories, such inventories would have been $ 151 million and $ 95 million higher than reported at December 31, 2025 and 2024 , respectively. Approximately 87 % and 89 % of inventories are accounted for under the LIFO method at December 31, 2025 and 2024, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the moving average cost and the specific cost methods. Substantially all of our inventories consist of finished products.
The Company has consignment inventory at certain customer locations, which totaled $ 4.5 million and $ 5.0 million at December 31, 2025 and 2024 , respectively.
Note 5: Property, Plant, and Equipment
Property, plant, and equipment consisted of the following at December 31, 2025 and 2024:
At December 31,
(In millions)
Land and land improvements
Buildings and leasehold improvements
Machinery, equipment, and other
Finance leases
Software
Construction in progress
Total
Less: Accumulated depreciation
Net property, plant, and equipment
The Company also had normal course asset sale activity which generated additional cash proceeds of $ 2.6 million, $ 2.1 million, and $ 0.5 million at December 31, 2025, 2024 and 2023 , respectively.
Note 6: Leases
The Company leases various assets including real estate, trucks, trailers, cars, mobile equipment, processing equipment, and IT equipment. The Company has noncancelable operating leases expiring at various times through 2045 , and finance leases expiring at various times through 2032 .
In the fourth quarter of 2025, the Company decided to abandon it's facility in Green Bay, Wisconsin in 2025 and Waterbury, Connecticut in 2026, in connection with review of underperforming businesses. As a result, the Company recorded aggregate impairment charges of $ 0.8 million within the Consolidated Statement of Operations.
The following table summarizes the location and amount of lease assets and lease liabilities reported in our Consolidated Balance Sheets as of December 31, 2025 and 2024:
At December 31,
Leases
Balance Sheet Location
(In millions)
Assets
Operating lease assets
Operating lease assets
Finance lease assets
Property, plant, and equipment, net (a)
Total lease assets
Liabilities
Current
Operating
Current portion of operating lease liabilities
Finance
Other accrued liabilities
Noncurrent
Operating
Noncurrent operating lease liabilities
Finance
Other noncurrent liabilities
Total lease liabilities
Finance lease assets are recorded net of accumulated amortization of $ 17.8 million and $ 15.2 million as of December 31, 2025 and 2024 , respectively.
The following table summarizes the location and amount of lease expense reported in our Consolidated Statements of Operations for the twelve months ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
Lease Expense
Location of Lease Expense Recognized in Income
(In millions)
Operating lease expense
Warehousing, delivery, selling, general, and administrative
Finance lease expense
Amortization of lease assets
Warehousing, delivery, selling, general, and administrative
Interest on lease liabilities
Interest and other expense on debt
Variable lease expense
Warehousing, delivery, selling, general, and administrative
Short-term lease expense
Warehousing, delivery, selling, general, and administrative
Total lease expense
The following table presents the maturity analysis of lease liabilities at December 31, 2025:
Maturity of Lease Liabilities
Operating Leases (a)
Finance Leases
(In millions)
After 2030
Total lease payments
Less: Interest (b)
Present value of lease liabilities (c)
There were no operating leases with options to extend lease terms that are reasonably certain of being exercised, and there were no legally binding lease payments for leases signed but not yet commenced.
Calculated using the discount rate for each lease.
Includes the current portion of $ 34.0 million for operating leases and $ 5.2 million for finance leases. The operating lease payments are net of $ 3.3 million of prepayments, which are recorded within the Operating Lease Asset line of the Consolidated Balance Sheet.
The following table shows the weighted-average remaining lease term and discount rate for operating and finance leases, respectively, at December 31, 2025 and 2024:
At December 31,
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases
Finance leases
Weighted-average discount rate
Operating leases
Finance leases
Information reported in our Consolidated Statement of Cash Flows for the twelve months ended December 31, 2025, 2024, and 2023 is summarized below:
Year Ended December 31,
Other Information
(In millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases, net
Assets obtained in exchange for lease obligations:
Operating leases
Finance leases
Note 7: Definite-Lived Intangible Assets
The following summarizes the components of definite-lived intangible assets at December 31, 2025 and 2024:
At December 31, 2025
At December 31, 2024
Weighted Average Amortizable Life in Years
Gross
Carrying
Amount
Accumulated
Amortization
Net
Gross
Carrying
Amount
Accumulated
Amortization
Net
(In millions)
Amortizable intangible assets
Customer relationships
Developed technology / product know-how
Non-compete agreements
Trademarks
Total definite-lived intangible assets
Amortization expense related to intangible assets reported in warehousing, delivery, selling, general, and administrative expense in our Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 was $ 9.6 million, $ 9.7 million, and $ 8.5 million, respectively.
During the fourth quarter of 2025, the Company elected to rebrand the Production Metals business and abandon the associated trademark. This strategic decision resulted in the full impairment of both the gross and net carrying amounts, and as such, the Company recorded an impairment charge of $ 0.5 million within the Consolidated Statement of Operations.
Estimated amortization expense related to intangible assets at December 31, 2025, for each of the years in the five year period ending December 31, 2030 and thereafter is as follows:
Estimated
Amortization Expense
(In millions)
For the year ended December 31, 2026
For the year ended December 31, 2027
For the year ended December 31, 2028
For the year ended December 31, 2029
For the year ended December 31, 2030
For the years ended thereafter
Note 8: Goodwill
Goodwill represents the excess of cost over the fair value of net assets acquired. The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024:
Cost
Accumulated
Impairment
Carrying
Amount
(In millions)
Balance at January 1, 2024
Acquisitions
Foreign Currency Translation
Balance at December 31, 2024
Acquisitions
Balance at December 31, 2025
As of December 31, 2025 , $ 161.1 million of goodwill resides at the U.S. reporting unit and $ 0.4 million of goodwill resides at the Canada reporting unit. In 2025 , the Company derecognized $ 0.3 million of goodwill within the U.S. reporting unit due to finalizing purchase accounting on the acquisition of Production Metals.
Pursuant to ASC 350, “ Intangibles – Goodwill and Other, ” we review the recoverability of goodwill annually as of October 1 or whenever significant events or changes occur that might impair the recovery of recorded amounts. Based on our October 1, annual goodwill impairment test, we determined there was no goodwill impairment in 2023, 2024, or 2025 .
Note 9: Debt
Long-term debt consisted of the following at December 31, 2025 and 2024:
At December 31,
(In millions)
Ryerson Credit Facility
Foreign debt
Unamortized debt issuance costs and discounts
Total debt
Less: Short-term foreign debt
Total long-term debt
As of December 31, 2025, the principal payments required to be made on debt during the next five fiscal years are shown below:
Amount
(In millions)
For the year ended December 31, 2026
For the year ended December 31, 2027
For the year ended December 31, 2028
For the year ended December 31, 2029
For the year ended December 31, 2030
For the years ended thereafter
Ryerson Credit Facility
On June 29, 2022, Ryerson entered into a fifth amendment of its revolving credit facility to among other things, increase the facility size from $ 1.0 billion to $ 1.3 billion and to extend the maturity date from November 5, 2025 to June 29, 2027 . On June 10, 2024, Ryerson entered into a sixth amendment of its revolving credit facility to make conforming changes to effectuate the transition of the reference rate for the revolving loans borrowed in Canadian Dollars from the Canadian Dollar Offered Rate to the forward-looking term rate based on the Canadian Overnight Repo Rate Average ("CORRA"). See Note 19: Subsequent Events for additional information on the Ryerson Credit Facility.
At December 31, 2025 , Ryerson had $ 463.2 million of outstanding borrowings, $ 1 million of letters of credit issued, and $ 428 million available under the Ryerson Credit Facility compared to $ 470.0 million of outstanding borrowings, $ 1 million of letters of credit issued, and $ 376 million available at December 31, 2024. Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as Ryerson is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. Eligible accounts receivable, at any date of determination, is comprised of the aggregate value of all accounts directly created by a credit party in the ordinary course of business arising out of the sale of goods or the rendering of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a credit party does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of a credit party. Eligible inventory, at any date of determination, is comprised of the net orderly liquidation value of all inventory owned by a credit party . Qualified cash consists of cash in an eligible deposit account that is subject to customary restrictions and liens in favor of the lenders.
Amounts outstanding under the Ryerson Credit Facility bear interest at (i) a rate determined by reference to (A) the base rate (the highest of the Federal Funds Rate plus 0.50 %, Bank of America’s prime rate, and the Term Secured Overnight Financing Rate (“SOFR”) plus 1.00 %) or (B) a Term SOFR rate or (ii) for Ryerson Holding’s Canadian subsidiary that is a borrower, (A) the prime rate or base rate (the highest of the Federal Funds Rate plus 0.50 %, Bank of America-Canada Branch’s commercial loan rate, and the Term SOFR rate plus 1.00 %), (B) a Term SOFR rate (for loans denominated in U.S. Dollars), or (C) the CORRA rate (for loans denominated in Canadian Dollars).
The spread over the base rate is b etween 0.25 % and 0.50 % and the spread over the SOFR rate is between 1.25 % and 1.50 %, depending on the amount available to be borrowed under the Ryerson Credit Facility; provided that such spreads shall be reduced by
0.125 % if the leverage ratio set forth in the most recently delivered compliance certificate is less than or equal to 3.50 to 1.00. The spread over the CORRA rate is 0.30 % for a one-month interest period or 0.32 % for a three-month interest period. Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.20 %. Overdue amounts and all amounts owed during the existence of a default bear interest at 2.00 % above the rate otherwise applicable thereto. The weighted average interest rate on the outstanding borrowings under the Ryerson Credit Facility was 5.2 % and 5.9 % at December 31, 2025 and December 31, 2024, respectively.
Borrowings under the Ryerson Credit Facility are secured by first-priority liens on all of the inventory, accounts receivables, lockbox accounts, and related assets of the borrowers and the guarantors.
The Ryerson Credit Facility also contains covenants that, among other things, restrict Ryerson Holding and its restricted subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, investments, mergers and consolidations, sales of assets, and acquisitions. The Ryerson Credit Facility also requires that, if availability under the Ryerson Credit Facility declines to a certain level, Ryerson maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter. As of and for the year ended December 31, 2025, the availability under the Ryerson Credit Facility did not fall below that level.
The Ryerson Credit Facility contains events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees, and other amounts due thereunder after a specified grace period, material misrepresentations, failure to perform certain specified covenants, certain bankruptcy events, the invalidity of certain security agreements or guarantees, material judgments, the occurrence of a change of control of Ryerson, and a cross-default to other financing arrangements. If such an event of default occurs, the lenders under the Ryerson Credit Facility will be entitled to various remedies, including acceleration of amounts outstanding under the Ryerson Credit Facility and all other actions permitted to be taken by secured creditors.
The lenders under the Ryerson Credit Facility could reject a borrowing request if any event, circumstance, or development has occurred that has had or could reasonably be expected to have a material adverse effect on the Company. If Ryerson Holding, JT Ryerson, any of the other borrowers, or any restricted subsidiaries of JT Ryerson becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Ryerson Credit Facility will become immediately due and payable.
Foreign Debt
A t December 31, 2025 , Ryerson China had $ 0.6 million debt related to letter of credit drawdowns that incur service charges (an initiation fee of 0.05 %), rather than interest. These balances are secured with Ryerson China's accounts r eceivables. Additionally, Ryerson China had $ 1.3 million debt related to letter of credit drawdown that incur service charges (an initiation fee of 0.15 %), rather than interest. These balances are not secured with any of Ryerson China's assets. At December 31, 2024 , Ryerson China had $ 0.6 million debt related to letter of credit drawdowns that incur service charges (an initiation fee of 0.05 %), rather than interest. These balances are secured with Ryerson China's accounts receivables. Additionally, Ryerson China had $ 0.1 million debt related to letter of credit drawdown that incur service charges (an initiation fee of 0.004 %), rather than interest. These balances are not secured with any of Ryerson China's assets.
Availability under Ryerson China’s credit facility was $ 47 million at December 31, 2025 and 2024. Letters o f credit issued by our foreign subsidiaries outside of China were zero and $ 1 million at December 31, 2025 and 2024 , respectively.
Note 10: Employee Benefits
The Company accounts for its pension and postretirement plans in accordance with FASB ASC 715, “Compensation – Retirement Benefits” (“ASC 715”). In addition to requirements for an employer to recognize in its Consolidated Balance Sheet an asset for a plan’s overfunded status or a liability for a plan’s underfunded status and to recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur, ASC 715 requires an employer to measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year.
Prior to January 1, 1998, the Company’s non-contributory defined benefit pension plan (“Ryerson Pension Plan” or “RPP”) covered certain employees, retirees, and their beneficiaries. Benefits provided to participants of the plan were based on pay and years of service for salaried employees and years of service and a fixed rate or a rate determined by job grade for all wage employees, including employees under collective bargaining agreements.
Effective January 1, 1998, the Company froze the benefits accrued under its defined benefit pension plan for certain salaried employees and instituted a defined contribution plan. Effective March 31, 2000, benefits for certain salaried employees of J. M. Tull Metals Company and AFCO Metals, subsidiaries that were merged into JT Ryerson, were similarly frozen, with the employees
becoming participants in the Company’s defined contribution plan. Employees who vested in their benefits accrued under the defined benefit plan at December 31, 1997 and March 31, 2000, are entitled to those benefits upon retirement.
The Company offers a defined contribution plan to eligible employees. For the years ended December 31, 2025, 2024, and 2023, expense recognize d for the defined contribution plans was $ 11.7 million, $ 11.3 million, and $ 10.5 million, respectively.
Central Steel and Wire Company (“CSW”), a subsidiary of JT Ryerson, also has a non-contributory defined benefit pension plan (“Central Steel and Wire Retirement Plan” or “CSWPP”), which covers certain employees, retirees, and their beneficiaries. CSWPP paid $ 2.8 million in lump sums and annuity purchases during 2025 , $ 6.6 million in 2024 and $ 2.5 million in 2023. Because the payouts were more than the fiscal year service cost plus interest in 2025 , and 2024, settlement accounting was reflected at each year end, resulting in a settlement gain o f $ 1.0 million and $ 1.8 million in 2025 and 2024, respectively. Conversely, because the payouts were less than the fiscal year service cost plus interest, settlement accounting was not reflected for the year ended 2023. The payouts in 2025, 2024, and 2023 are based on normal, recurring activity for the CSWPP therefore, they have been reflected within the benefits paid lines of the pension obligation and pension asset rollforward table below.
Due to the closure of CSW's headquarters in Chicago, IL and move to University Park, IL, a significant reduction in the future service years of employees occurred between the fourth quarter of 2023 and first quarter of 2024, triggering curtailment accounting. The CSWPP was remeasured as of February 29, 2024, resulting in a curtailment gain. As the curtailment was a net gain, the gain is required to be reflected in the periods in which the terminations occur, resulting in a curtailment gain of $ 0.2 million recognized in the first quarter of 2024 and $ 0.5 million recognized in the fourth quarter of 2023 for those terminations occurring during the respective periods. As a result of the remeasurement, the discount rate for measuring obligations increased from 5.24 % at December 31, 2023 to 5.57 % as of February 29, 2024. The expected long-term rate of return on pension assets remained unchanged from December 31, 2023 at 3.85 %.
In the first quarter of 2024, the Ryerson Canada Bargaining Unit Pension Plan made $ 1.2 million of lump sum payments to plan participants and purchased $ 5.0 million of annuities on behalf of plan participants. The lump sum payments and annuity purchases consisted of all of the existing liabilities of the Ryerson Canada Bargaining Unit Pension Plan, resulting in the termination of the plan. The Ryerson Canada Bargaining Unit Pension Plan was fully funded as of the termination date, and as such, all lump sum payments and annuity purchases were funded with pension plan assets. As a result, the Company recorded a $ 2.1 million settlement loss in 2024.
In the second quarter of 2025, the Company announced that the Ryerson Canada Salaried Pension Plan will be frozen effective June 30, 2027. The Ryerson Canada Salaried Pension Plan was remeasured as of June 30, 2025. As a result of the remeasurement, the discount rate for measuring obligations decreased from 4.55 % at December 31, 2024 to 4.54 % at June 30, 2025. The expected long-term rate of return on pension assets remained unchanged from December 31, 2024 at 5.00 %. The remeasurement did not have an impact on the Consolidated Statement of Operations and did not have a material impact on the Consolidated Balance Sheet.
The Company’s U.S. other postretirement benefit plans include the Ryerson Postretirement Welfare Plan (“Ryerson OPEB”) and Central Steel and Wire Postretirement Medical Plan (“CSW OPEB”).
Related to the CSW move to University Park discussed above, curtailment accounting was also applied for the CSW OPEB plan. The CSW OPEB plan was remeasured as of February 29, 2024, resulting in a curtailment gain of $ 0.1 million recognized in the first quarter of 2024 and $ 0.3 million recognized in the fourth quarter of 2023.
The Company has other deferred employee benefit plans, including supplemental pension plans, the net liability for which totaled $ 10.1 million an d $ 10.0 million at December 31, 2025 and 2024, respectively.
Summary of Assumptions and Activity
The tables included below provide reconciliations of benefit obligations and fair value of plan assets of the Company plans as well as the funded status and components of net periodic benefit costs for each period related to each plan. The Company uses a December 31 measurement date to determine the pension and other postretirement benefit information. The Company had additional measurement dates of February 29, 2024 for the CSWPP due to the significant reduction in the future service years of employees described above and as of June 30, 2025 for the Ryerson Canada Salaried Pension Plan due to the announced freezing of the plan. The expected rate of return on plan assets is determined based on the market-related value of the assets, recognizing any gains or losses over a four year period.
The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the pension benefits for U.S. plans were as follows:
Ryerson Pension Plan
Year Ended December 31, 2025
Year Ended December 31, 2024
Year Ended December 31, 2023
Discount rate for calculating obligations
Discount rate for calculating service cost
Discount rate for calculating interest cost
Expected rate of return on plan assets
Rate of compensation increase – benefit obligations
Rate of compensation increase – net periodic benefit cost
Central Steel and Wire Retirement Plan
Year Ended December 31, 2025
Year Ended December 31, 2024
January 1 to February 29, 2024
Year Ended December 31, 2023
Discount rate for calculating obligations
Discount rate for calculating service cost
Discount rate for calculating interest cost
Expected rate of return on plan assets
Rate of compensation increase – benefit obligations
Rate of compensation increase – net periodic benefit cost
The expected rate of return on plan assets is 5.95 % for RPP and 5.10 % for CSWPP for 2026.
The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Other Postretirement Benefits, primarily health care, for U.S. plans were as follows:
Ryerson Postretirement Welfare Plans
Year Ended December 31, 2025
Year Ended December 31, 2024
Year Ended December 31, 2023
Discount rate for calculating obligations
Discount rate for calculating service cost
Discount rate for calculating interest cost
Rate of compensation increase – benefit obligations
Rate of compensation increase – net periodic benefit cost
Central Steel and Wire Postretirement Medical Plan
Year Ended December 31, 2025
Year Ended December 31, 2024
January 1 to February 29, 2024
Year Ended December 31, 2023
Discount rate for calculating obligations
Discount rate for calculating service cost
Discount rate for calculating interest cost
The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Pension Benefits for Canadian plans were as follows:
Year Ended December 31, 2025
January 1 to June 30, 2025
Year Ended December 31, 2024
Year Ended December 31, 2023
Salaried
Salaried
Salaried
Bargaining
Salaried
Bargaining
Discount rate for calculating obligations
Discount rate for calculating net periodic benefit cost
Expected rate of return on plan assets
Rate of compensation increase
The expected rate of return on Canadian Salaried plan assets for 2026 is 5.50 %.
The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Other Postretirement Benefits, primarily healthcare, for Canadian plans were as follows:
Year Ended December 31,
Discount rate for calculating obligations
Discount rate for calculating net periodic benefit cost
Rate of compensation increase
Year Ended December 31,
Pension Benefits
Other Benefits
(In millions)
Change in Benefit Obligation
Benefit obligation at beginning of year
Service cost
Interest cost
Actuarial (gain) loss
Effect of changes in exchange rates
Contractual and company restructuring
Curtailment gain
Annuities purchased and lump sums paid
Benefits paid (net of participant contributions and subsidies)
Benefit obligation at end of year
Accumulated benefit obligation at end of year
Change in Plan Assets
Plan assets at fair value at beginning of year
Actual return on plan assets
Employer contributions
Effect of changes in exchange rates
Actuarial (gain) loss
Annuities purchased and lump sums paid
Benefits paid (net of participant contributions and refunds)
Plan assets at fair value at end of year
Reconciliation of Amount Recognized
Funded status
Amounts recognized in balance sheet consist of:
Current liabilities
Non-current liabilities
Net benefit liability at the end of the year
Canadian benefit obligations represented $ 25.3 million and $ 25.4 million of the Company’s total Pension Benefits obligations at December 31, 2025 and 2024, respectively. Canadian plan assets represented $ 28.6 million and $ 27.7 million of the Company’s total plan assets at fair value at December 31, 2025 and 2024 , respectively. In addition, Canadian benefit obligations represented $ 4.4 million and $ 5.1 million of the Company’s total Other Benefits obligation at December 31, 2025 and 2024, respectively.
The pension benefit obligations recorded as of December 31, 2025 and 2024 were impacted by changes in assumptions. During the year ended December 31, 2025 the pension benefit obligation increased by $ 5.3 million and $ 0.6 million due to a change in the discount rate and updated mortality rates, respectively, and decreased by $ 0.4 million due to updated demographic information for the participants in the plan. During the year ended December 31, 2024 the pension benefit obligation decreased by $ 13.2 million due to a change in the discount rate and increased by $ 1.6 million due to updated demographic information for the participants in the plan.
Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2025 and 2024 consist of the following:
At December 31,
Pension Benefits
Other Benefits
(In millions)
Amounts recognized in accumulated other
comprehensive income (loss), pre–tax, consist of
Net actuarial loss (gain)
Net loss (gain)
Amounts recognized in other comprehensive income (loss) for the years ended December 31, 2025 and 2024 consist of the following:
Year Ended December 31,
Pension Benefits
Other Benefits
(In millions)
Amounts recognized in other comprehensive
income (loss), pre–tax, consist of
Net actuarial gain
Amortization of net actuarial loss (gain)
Settlement loss
Curtailment charge
Net gain (loss)
(1) Not shown is a $ 1.8 million settlement loss related to the Ryerson Canada Bargaining Unit Pension Plan and a $ 1.8 million settlement gain on the CSWPP, which net to zero.
For benefit obligation measurement purposes for Ryerson U.S. plans at December 31, 2025, the annual rate of increase in the per capita cost of covered health care benefits for parti cipants under 65 was 8.2 percent, grading down to 4.5 pe rcent in 2034 , the level at which it is expected to remain. The rate for participants over 65 was 9.4 percent grading down to 4.5 percent in 2034 . For measurement purposes for U.S. plans at December 31, 2024, the annual rate of increase in the per capita cost of covered health care benefits for participants under 65 was 8.6 percent, grading down to 4.5 percent in 2034 , the level at which it is expected to remain. The rate for participants over 65 was 9.7 percent grading down to 4.5 percent in 2034 .
For benefit obligation measurement purposes for Canadian plans, at December 31, 2025, the annual rate of increase in the per capita cost of covered health care benefits ranged from 5.2 to 5.6 percent per annum, grading down to 4.1 percent in 2040 , the level at which it is expected to remain. At December 31, 2024 , the annual rate of increase in the per capita cost of covered health care benefits ranged from 4.5 to 4.9 percent per annum, grading up to a range of 5.3 to 5.6 percent in 2026 , and then down to 4.1 percent in 2040 , the level at which it is expected to remain.
The components of the Company’s net periodic benefit cost for the years ended December 31, 2025, 2024, and 2023 are as follows:
Year Ended December 31,
Pension Benefits
Other Benefits
(In millions)
Components of net periodic benefit cost (credit)
Service cost
Interest cost
Expected return on assets
Recognized actuarial loss (gain)
Contractual termination benefits expense
Settlement expense (gain)
Curtailment gain
Net periodic benefit cost (credit)
The assumed health care cost trend rate has an effect on the amounts reported for the health care plans. For purposes of determining net periodic benefit cost for U.S plans, the annual rate of increase in the per capita cost of covered health care benefits for pre-65 and post-65 participants was 8.6 percent and 9.7 percent, respectively, grading down to 4.5 percent in 2034 , the level at which it is expected to remain . For purposes of determining net periodic benefit cost for Canadian plans, the annual rate of increase in the per capita cost of covered health care benefits ranged from 5.2 to 5.6 percent per annum, grading down to 4.1 percent in 2040 , the level at which it is expected to remain .
Pension Trust Assets
The expected long-term rate of return on pension trust assets is 4.50 % to 6.25 % based on the historical investment returns of the trust, the forecasted returns of the asset classes, and a survey of comparable pension plan sponsors.
The Company’s pension trust asset allocations at December 31, 2025 and 2024, by asset category were as follows:
Trust Assets at
December 31,
Equity securities
Debt securities
Real Estate
Other
Total
The investment policies and plan asset target allocations are established by Ryerson’s internal management Employee Benefits Committee, as delegated by the Board of Directors, in consultation with investment advisors. The Employee Benefits Committee provides on-going oversight of the plan assets in accordance with the approved policies and asset allocation ranges and has the authority to appoint and dismiss investment managers. The investment policy objectives are to seek a competitive rate of return relative to an appropriate level of risk depending on the funded status of each plan and the timing of expected benefit payments. As plan funded status improves, the asset allocations will move along a predetermined, de-risking glide path that reallocates capital from growth assets to fixed income assets in order to preserve asset gains and reduce funded status volatility. The currently approved asset investment classes are cash, fixed income, domestic equities, international equities, real estate, private equities, and hedge funds of funds.
The approved asset allocation ranges and weighted-average targets as of the December 31, 2025 measurement date were as follows:
Range
Target
Equity securities
Debt securities
Real estate
Other
Total
Fair Value Measurements
The fair value of our pension plan assets at December 31, 2025 by asset category are as follows:
Fair Value Measurements at
December 31, 2025
Asset Category
Total
Level 1
Level 2
Level 3
(In millions)
Cash and cash equivalents
Equity securities:
US large cap
US small/mid cap
International companies
Global companies
Fixed income securities:
Investment grade debt
Non investment grade debt
Real estate
Investments valued at net asset value
Total
The fair value of our pension plan assets at December 31, 2024 by asset category are as follows:
Fair Value Measurements at
December 31, 2024
Asset Category
Total
Level 1
Level 2
Level 3
(In millions)
Cash and cash equivalents
Equity securities:
US large cap
US small/mid cap
International companies
Global companies
Fixed income securities:
Investment grade debt
Non investment grade debt
Real estate
Investments valued at net asset value
Total
The pension assets classified as Level 2 investments in 2025 and 2024 were part of common collective trust investments. See Note 1: Summary of Accounting and Financial Policies for the definitions of Level 1, 2, and 3 fair value measurements.
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy in accordance with ASU 2015-07, “ Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) .”
Securities listed on one or more national securities exchanges are valued at their last reported sales price on the date of valuation. If no sale occurred on the valuation date, the security is valued at the mean of the last “bid” and “ask” prices on the valuation date. Corporate and government bonds which are not listed or admitted to trading on any securities exchanges are valued at the average mean of the last bid and ask prices on the valuation date based on quotations supplied by recognized quotation services or by reputable broker dealers. The non-publicly traded securities, other securities, or instruments for which reliable market quotations are not available are valued at each investment manager’s discretion. Valuations will depend on facts and circumstances known as of the valuation date and application of certain valuation methods.
Contributions
The Company contributed $ 15.2 million, $ 10.9 million, and $ 8.8 million for the years ended December 31, 2025, 2024, and 2023 , respectively, to improve the funded status of the plans. The Company anticipates that it will have a minimum required pension contribution funding of approximately $ 11.4 million in 2026.
Estimated Future Benefit Payments
Pension
Benefits
Other
Benefits
(In millions)
Multiemployer Pension and Other Postretirement Plans
We participate in two multiemployer pension plans covering 23 employees at 3 locations . Total contributions to the plans were $ 0.2 million for each of the years ended 2025, 2024, and 2023. Our contributions represent less than 5 % of the total contributions to the plans. The Company maintains positive employee relations at all locations. During 2012, the Company exited and reentered the pension plan at one of the covered locations in an effort to reduce the overall pension liability. The transaction resulted in a withdrawal liability of $ 1.0 million, which will be paid over a period of 25 years. The balance of the withdrawal liability was $ 0.3 million and $ 0.4 million as of December 31, 2025 and December 31, 2024 respectively. The Company’s participation in these plans is not material to our financial statements.
Note 11: Stock-Based Compensation
Under the 2014 Omnibus Incentive Plan (“2014 Plan”), as amended, which is the Company’s only equity compensation plan, we may grant stock options and other equity-based awards, including RSUs and PSUs, to certain employees. At December 31, 2025 , an aggregate of 849,025 shares were authorized for future grant. Awards that expire or are forfeited without delivery of shares generally become available for future issuance under the plan. As stock options are exercised, and RSUs and PSUs vest, we issue new shares of Ryerson common stock.
In the third quarter of 2023, we began quarterly share grants that vest immediately to our Board of Directors as part of their compensation, resulting in 900 , 5,738 , and 11,263 shares of common stock being issued in 2023, 2024, and 2025 respectively. The weighted average grant date fair value per share of awards granted to Board of Directors in 2023, 2024, and 2025 was $ 29.09 , $ 23.57 , $ 21.37 respectively, determined by the closing price of our common stock on the grant date.
Compensation expense for stock options, RSUs, and PSUs is recognized ratably over the service period of the award and reflects forfeitures as they occur. Compensation expense for RSUs and PSUs is based on the market price of the shares underlying the awards on the grant date, and further for PSUs, reflects the estimated level of performance condition attainment.
Compensation expense and total recognized tax benefit or expense related to stock options, RSUs, and PSUs are as follows:
Year Ended December 31,
(In millions)
Stock-based compensation expense, pre-tax
Tax (benefit) expense recognized in earnings
On March 31, 2021, the Company granted 125,000 market condition options to certain employees under the 2014 Plan. The options are subject to a graded vesting schedule over a four-year period provided two vesting conditions are both satisfied on each applicable vesting date, with a fifth year catch up provision that allows for vesting if any of the four individual vesting tranche conditions are not met. Once vested, the employee can exercise the option in exchange for one share of the Company’s common stock. Options expire 10 years from the grant date, or generally within 90 days of employee termination . Options, whether vested or unvested, do not participate in dividends. As of December 31, 2025, all stock options have vested and are fully expensed.
The fair value of options is estimated based on a Monte Carlo simulation. The Monte Carlo simulation considers variables such as volatility, dividend yield, risk-free rate, and the expected exercise multiple in computing the value of the options. No stock options have been granted since the March 2021 grant. The fair value of the stock options granted in 2021 is between $ 0.92 and $ 10.50 per share, differing at each vesting tranche.
The assumptions used in the Monte Carlo simulation were as follows:
Risk-free rate
Expected volatility
Dividend yield
Exercise multiple
Stock option activity under the plan is as follows:
Option Shares (in thousands)
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term (in years)
Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2025
Exercised
Terminated
Outstanding at December 31, 2025
Vested and Exercisable at December 31, 2025
In 2025, 2024, and 2023 , we granted 820,700 , 222,721 , and 213,775 RSUs, and 302,300 , 296,825 , and 293,150 PSUs, respectively, to certain employees. Each RSU and PSU consists of the right to receive one share of our common stock. RSUs also have dividend equivalent rights equal to the accrued cash dividends where the record date for such dividends is after the grant date but before the shares vest. All rights under RSUs and PSUs are generally forfeited upon employee termination. The Company’s RSU awards vest in three separate and equal tranches over a three-year period. PSUs cliff vest on the third anniversary of the grant date, subject to achieving performance conditions. Each tranche vests annually on March 31, following the date of grant. RSUs and PSUs are measured based on the fair value of the underlying stock on the grant date. The statutory tax on the value of common stock shares issued to employees upon vesting is either paid through the sale of registered shares of our common stock or funded with cash. Section 16 officers are allowed to pay the tax on their vested shares via net settlement. Net settled shares are reverted to Treasury Stock.
The fair value of the 2025, 2024, and 2023 RSUs granted was $ 22.74 , $ 33.50 , and $ 36.38 per share, respectively, and the fair value of the 2025, 2024, and 2023 PSUs granted was $ 22.94 , $ 33.50 , and $ 36.38 per share, respectively, determined by the closing price of our common stock on the grant date.
A summary of the status of our unvested RSUs and PSUs as of December 31, 2025 and changes during the year then ended is as follows:
Shares (in thousands)
Weighted Average Grant Date Fair Value Per Unit
Aggregate Fair Value (in millions)
Restricted Stock Units
Unvested at January 1, 2025
Granted (1)
Vested
Forfeited
Unvested at December 31, 2025
Performance Stock Units
Unvested at January 1, 2025
Granted
Vested
Forfeited
Unvested at December 31, 2025
(1) The RSU shares granted line includes dividend shares declared after the grant date that will vest with their respective RSU tranche.
The total fair value of RSUs and PSUs vested during 2025, 2024, and 2023 was $ 10.5 million, $ 14.6 million, and $ 14.2 million, respectively.
As of December 31, 2025 , unrecognized compensation cost related to unvested RSUs, PSUs, and stock options was $ 15.3 million, $ 4.0 million, and zero , respectively. That cost is expected to be recognized over a weighted-average period of 3.5 years for RSUs, 2.1 years for PSUs, and zero years for stock options.
In 2025, 2024, and 2023, we made payments to tax authorities on our employees’ behalf for shares withheld related to net share settlements. See our Consolidated Statement of Cash Flows for tax withholdings on stock-based compensation awards as of December 31, 2025, 2024, and 2023 . Withholding related to this remittance is reflected in the stock-based compensation expense, net caption of our consolidated statements of stockholders' equity.
Note 12: Commitments and Contingencies
Purchase Obligations
To fulfill contractual requirements for certain customers, the Company entered into certain fixed price noncancellable contractual obligations. At December 31, 2025 , these purchase obligations aggregated to $ 22 million due in 2026 . The Company has placed orders for $ 22 million under these obligations as of December 31, 2025.
Concentrations of Various Risks
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, derivative instruments, accounts payable, and long-term debt. In the case of cash, accounts receivable, accounts payable, and long-term debt, the carrying amount on the balance sheet approximates the fair value due to the short-term nature of these instruments. Derivative instruments are marked to market each period, see Note 14: Derivatives and Fair Value Measurements.
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of derivative financial instruments and trade accounts receivable. Our derivative financial instruments are contracts placed with major financial institutions. Credit is generally extended to customers based upon an evaluation of each customer’s financial condition, with terms consistent in the industry and no collateral required. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across geographic areas and industries.
Approximately 10 % of our total labor force is covered by collective bargaining agreements. There are collective bargaining agreements that will expire in 2026, which cover 4 % of our total labor force. We believe that our overall relationship with our employees is good.
Litigation
In October 2011, the United States Environmental Protection Agency (the “EPA”) named JT Ryerson as one of more than 100 businesses that may be a potentially responsible party (“PRP”) for the Portland Harbor Superfund Site (the “PHS Site”). In 2017, the EPA issued its Record of Decision (“ROD”) for the site, which provides for a combination of dredging, capping, and enhanced natural recovery that would take approximately thirteen years to construct plus additional time for monitored natural recovery, at an estimated present value cost of $ 1.05 billion. A final allocation of costs of remediation among the various PRPs is not anticipated until 2027. All dates included herein are subject to change.
There are sixteen project areas identified within the PHS Site; JT Ryerson’s identification as a PRP relates to its past operations within two of those project areas: (1) the “Burgard Way” site, which is a subset of the River Mile 3.5 East Project Area and (2) the “Basin Avenue” site, which is a subset of the Swan Island Basin Project Area.
The EPA has set forth its desire for a single overarching consent decree to be negotiated and signed by all settling parties by March of 2027 at the latest. This decree would include implementation of the various proposed remedial design plans, sequencing, and payment of costs for all work to be done at the site, and site-wide covenants not to sue. To facilitate this process, in November 2024, the EPA issued a draft consent decree. At the same time, the EPA also issued Special Notice Letters (“SNL”), which give PRPs information as to why the EPA thinks they are liable as well as clean-up plans. The SNLs invited recipients to “participate in formal negotiations with the EPA to reach a settlement to conduct or finance the response action at the Site” and gave recipients until late May 2025 to submit good faith offers in response. JT Ryerson did not receive a SNL from the EPA.
As the EPA has not yet allocated responsibility for the contamination among the PRPs, including JT Ryerson, we do not currently have sufficient information available to us to determine whether the ROD will be executed as currently stated, whether and to what extent JT Ryerson may be held responsible for any of the identified contamination, and how much (if any) of the final plan’s costs might ultimately be allocated to JT Ryerson. Therefore, management cannot predict the ultimate outcome of this matter or estimate a range of potential loss at this time.
There are various other claims and pending actions against the Company. The amount of liability, if any, for those claims and actions as of December 31, 2025 is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.
Note 13: Segment Information
Edward Lehner, our Chief Executive Officer , serves as our Chief Operating Decision Maker ("CODM"). Our CODM reviews our consolidated Ryerson Holding Corporation financial information for purpose of making operational decisions and assessing financial performance. The CODM views our business globally, therefore, we have one operating and reportable segment, metals service centers. The Company derives substantially all of its sales from the processing and distribution of metals. See Note 16: Revenue Recognition for the Company’s percentage of sales by major product line.
The Company’s segment revenue, significant expenses regularly reviewed by the CODM, and other segment items are as follows:
Year Ended December 31,
(Dollars in millions)
Net sales
Less 1 :
Cost of materials sold, excluding LIFO (income) expense
LIFO (income) expense
Delivery expense
Compensation and benefits expense
Selling general and administration expense
Operating expense - fixed
Operating expense - variable
Reorganization expense 2
Depreciation and amortization expense
Interest and other expense on debt
Other segment items 3
Income (loss) before income taxes
Provision (benefit) for income taxes
Net income (loss)
Less: Net income attributable to noncontrolling interest
Net income (loss) attributable to Ryerson Holding Corporation
(1) The significant expense categories and amounts align with the information that is regularly provided to the CODM.
(2) Reorganization expense is used by management to capture excess costs associated with one-time events or with implementing significant Company projects or changes and allows the CODM to assess performance without the impact of these items. It is not a GAAP financial measure. Expenses excluding reorganization expense should not be used as a substitute for total expenses reported on our Consolidated Statement of Operations. Reorganization expense includes restructuring and other charges reported on the Consolidated Statements of Operations.
(3) Other segment items include foreign exchange gain and loss, pension settlement and curtailment gains and losses, pension and postretirement benefit costs other than service costs, gains on insurance settlements, impairment charges on assets, gains on litigation settlements, professional advisory costs, deferred compensation expenses, gains on sales of assets, purchase consideration, and discounts on accounts receivable factoring.
The measure of segment assets used by the CODM is reported on the Consolidated Balance Sheets as total consolidated assets. The primary measure of segment profit or loss that is most consistent with GAAP is net income (loss) attributable to Ryerson Holding Corporation as reported on the Consolidated Statements of Operations. Net income (loss) is used by the CODM for planning and forecasting in future periods, analyzing the core operating performance of the business, as well as to allocate resources, including for employee compensation and capital investment.
Capital expenditures are regularly provided to the CODM. See our Consolidated Statement of Cash Flows for capital expenditure amounts as of December 31, 2025, 2024, and 2023.
No customer, including their subcontractors, accounted for more than 8 percent of Company sales for any of the years ended December 31, 2025, 2024, and 2023 . The top ten customers accounted for no more than approximately 18 percent of our sales for any of the years ended December 31, 2025, 2024, and 2023. A significant majority of the Company’s sales are attributable to its U.S. operations and a significant majority of its long-lived assets are located in the U.S. The only operations attributed to foreign countries relate to the Company’s subsidiaries in Canada, China, and Mexico.
The following tables summarize consolidated financial information of our operations by geographic location based on where sales originated or where the assets are held:
United States
Foreign countries
Total
(Dollars in millions)
Year Ended December 31, 2025
Net sales
Long-lived assets
Year Ended December 31, 2024
Net sales
Long-lived assets
Year Ended December 31, 2023
Net sales
Long-lived assets
Note 14: Derivatives
Derivatives
The Company may use derivatives to partially offset its business exposure to commodity price, foreign currency, and interest rate fluctuations and their related impact on expected future cash flows and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, Company policy, accounting considerations, or the prohibitive economic cost or risk of hedging particular exposures. There can be no assurance that the hedges will offset more than a portion of the financial impact resulting from movements in commodity pricing, foreign currency exchange, or interest rates. Interest rate swaps may be entered into to manage interest rate risk associated with the Company’s floating-rate borrowings. We may use foreign currency exchange contracts to hedge variability in cash flows in our Canada, Mexico, and China operations when a payment currency is different from our functional currency. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. We may also enter into natural gas and diesel fuel futures and option contracts to manage the price risk of forecasted purchases of these energy costs.
From time to time the Company may enter into metal commodity forward contracts on behalf of our customers. The economic benefit or loss arising from the settlement of the forward contracts is passed through to the customer. The primary risk associated with this type of arrangement is the ability of the customer to honor their agreements with the Company related to these derivative instruments. If the customer were unable to honor their agreements, the Company's risk of loss is the fair value of the metal commodity forward contracts. For these arrangements, the Company recognizes the fair value of the derivative positions with both the financial institution and the customer ("embedded customer derivative") on the Consolidated Balance Sheet. The change in the fair value of the metal commodity forward contracts and the embedded customer derivatives are recorded in cost of materials sold on the Consolidated Statement of Operations.
The Company currently does not account for its commodity contracts and foreign exchange derivative contracts as hedges but rather marks them to market with a corresponding offset to current earnings.
The Company regularly reviews the creditworthiness of its derivative counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements.
The following table summarizes the location and fair value amount of our derivative instruments reported in our Consolidated Balance Sheets as of December 31, 2025 and 2024. As of December 31, 2025 and 2024 , derivative instruments held by the Company were subject to master netting arrangements with various financial institutions. The Company’s accounting policy is to not offset these positions in its Consolidated Balance Sheets. The gross derivative asset and liabilities with financial institutions presented in the Consolidated Balance Sheets offset to an asset of $ 9.4 mill ion as of December 31, 2025 , and zero as of December 31, 2024.
Asset Derivatives
Liability Derivatives
Fair Value
Fair Value
Balance Sheet Location
December 31, 2025
December 31, 2024
Balance Sheet Location
December 31, 2025
December 31, 2024
(In millions)
Derivatives not designated as hedging instruments under ASC 815
Metal commodity contracts
Prepaid expenses and other current assets
Other accrued liabilities
Energy contracts
Prepaid expenses and other current assets
Other accrued liabilities
Foreign currency exchange contracts
Prepaid expenses and other current assets
Other accrued liabilities
Embedded customer derivatives
Receivables less provisions
Other accrued liabilities
Total derivatives
The following table presents the volume of the Company’s activity in derivative instruments as of December 31, 2025 and 2024:
Notional Amount
Derivative Instruments
At December 31, 2025
At December 31, 2024
Unit of Measurement
Hot roll coil swap contracts
Tons
Aluminum swap contracts
Tons
Nickel swap contracts
Tons
Copper swap contracts
Tons
Natural gas swap contracts
Gallons
Diesel fuel swap contracts
Gallons
Foreign currency exchange contracts
1.8 million
1.6 million
U.S. dollars
The following table summarizes the location and amount of gains and losses on derivatives with financial institutions, net of embedded customer derivatives not designated as hedging instruments reported in our Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023:
Amount of Gain/
(Loss) Recognized in Income on Derivatives
Year Ended December 31,
Derivatives not designated as hedging instruments under ASC 815
Location of Gain/(Loss)
Recognized in Income
on Derivatives
(In millions)
Metal commodity contracts, net of embedded customer derivatives
Cost of materials sold
Energy contracts
Warehousing, delivery, selling,
general, and administrative
Foreign exchange contracts
Other income and (expense), net
Total
Fair Value Measurements
The Company has various commodity and energy derivatives to lock in hot roll coil, nickel, aluminum, copper, natural gas, and diesel fuel prices for varying time periods. The fair value of these derivatives are determined based on the spot price each individual
contract was purchased at and compared with the one-month daily average actual spot price on the Chicago Mercantile Exchange (hot roll coil, hot-dipped galvanized premium, copper, Midwest Premium, natural gas, and diesel fuel) and the London Metals Exchange (nickel and aluminum), respectively, for the commodity on the valuation date. In addition, the Company has numerous foreign exchange contracts to hedge variability in cash flows when a payment currency is different from our functional currency. The Company defines the fair value of foreign exchange contracts as the amount of the difference between the contracted and current market value at the end of the period. The Company estimates the current market value of foreign exchange contracts by obtaining month-end market quotes of foreign exchange rates and forward rates for contracts with similar terms. The Company uses the exchange rates provided by Reuters. Each commodity, energy, and foreign exchange contract term varies in the number of months, but in general, contracts are between 1 to 12 months in length. As the fair value of each commodity, energy, and foreign exchange contract is determined using inputs other than quoted prices that are directly observable (Level 2 inputs) and the market approach valuation technique, as described in ASC 820, these derivatives balances are classified as Level 2 within the fair value hierarchy. See Note 1: Summary of Accounting and Financial Policies for the definitions of Level 1, 2, and 3 fair value measurements.
As of December 31, 2025 and December 31, 2024, the Company had $ 5.5 million and $ 0.3 million of assets held for sale, respectively, classified within "Prepaid expenses and other current assets" on the Consolidated Balance Sheet. The assets were recognized at fair value less cost to sell, in accordance with ASC 360, "Property Plant and Equipment" . For the period ended December 31, 2025, $ 2.1 millio n of impairment charges related to a portion of these assets were recorded within the Consolidated Statement of Operations. The fair value less costs to sell of long-lived assets held for sale is assessed each reporting period that the assets remain classified as held for sale. Any increase or decrease in the held for sale long-lived asset's fair value less cost to sell is reported as an adjustment to its carrying amount, except that the adjusted carrying amount cannot exceed the carrying amount of the long-lived asset at the time it was initially classified as held for sale. The fair value of the properties and machinery and equipment were determined based on listing agreements with third-party brokerage firms and appraisals performed by a third-party. As the fair value of the properties and machinery and equipment is determined using inputs other than quoted prices that are directly observable (Level 2 inputs) these asset balances are classified as Level 2 within the fair value hierarchy on a non-recurring basis.
Note 15: Accumulated Other Comprehensive Income (Loss)
The following table details the changes in accumulated other comprehensive income (loss) for the years ended December 31, 2025 and December 31, 2024:
Changes in Accumulated Other Comprehensive
Income (Loss) by Component, net of tax
Foreign
Currency
Translation
Benefit
Plan
Liabilities
(In millions)
Balance at January 1, 2024
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other
comprehensive loss
Net current-period other comprehensive income (loss)
Balance at December 31, 2024
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other
comprehensive loss
Net current-period other comprehensive income
Balance at December 31, 2025
The following tables detail the reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2025 and December 31, 2024:
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Details about Accumulated Other
Comprehensive Income (Loss)
Components
Amount reclassified from
Accumulated Other
Comprehensive Income (Loss)
Affected line item in the Consolidated Statements of Operations
For the Year Ended December 31, 2025
(In millions)
Amortization of defined benefit pension
and other post-retirement benefit plan items
Actuarial gain
Other income and (expense), net
Settlement gain
Other income and (expense), net
Total before tax
Tax provision
Net of tax
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Details about Accumulated Other
Comprehensive Income (Loss)
Components
Amount reclassified from
Accumulated Other
Comprehensive Income (Loss)
Affected line item in the Consolidated Statements of Operations
For the Year Ended December 31, 2024
(In millions)
Amortization of defined benefit pension
and other post-retirement benefit plan items
Actuarial gain
Other income and (expense), net
Curtailment gain
Other income and (expense), net
Total before tax
Tax provision
Net of tax
Note 16: Revenue Recognition
Ryerson primarily generates revenue by the processing and distribution of metals in the U.S., Canada, Mexico, and China.
Revenue Accounting Policy
Revenue is recognized based on the consideration expected to be received for delivery of as-is or processed metal products when, or as, the Company satisfies its contractual obligation to transfer control of a product to a customer, which we refer to as a performance obligation.
The majority of our revenue is recognized at a point in time. The Company has determined that the most definitive demonstration that control has transferred to a customer is physical delivery, with the exception of bill and hold and consignment transactions. The Company’s bill-and-hold transactions are arrangements where a customer requests that we bill them for a product even though we retain physical possession of the product until it is subsequently delivered to the customer. Bill and hold revenue is recorded when all of the criteria within ASC 606 are met. Consignment transactions are arrangements where the Company transfers product to a customer location but retains ownership and control of such product until it is used by the customer. Revenue for consignment arrangements is recognized upon the customer’s usage.
Revenues associated with products which we believe have no alternative use, and where the Company has an enforceable right to payment, are recognized on an over time basis. Products with no alternative use include products made from unique alloys, custom extrusions, non-standard gauges, items that have been processed to a custom size that cannot be cost effectively reworked to a standard size, or items processed to customer specific drawings or specifications. Over-time revenues are recorded in proportion with the progress made toward completing the performance obligation.
Ryerson uses both input and output methods of measuring progress towards completion based on the type and extent of processing completed. Input methods are used for complex processing with multiple steps occurring over multiple days. Under the input method, the measure of performance, commonly called percentage of completion, is the ratio of costs incurred to date to the total estimated costs at completion for the products. Output methods are used for products with minimal processing where the normal pattern of production is less than one day. In these cases, the progress towards completion is measured based on the number of products on hand and ready for delivery in comparison to the total number of products in the order.
Significant judgment is required in determining which products qualify for over time revenue recognition, the methodology to be used in calculating the progress toward completion, and estimating the costs incurred to date and the total cost at completion.
Revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis.
Prices are generally fixed at the time of order confirmation. At each quarter end, the Company calculates an estimate of potential cash discounts and returns and allowances that could be taken by customers that are associated with outstanding accounts receivable, as well as estimates of customer rebates. Cash discounts and returns and allowances are calculated based on historical experience. Customer rebates are estimated based on actual sales and projections over the rebate period.
The Company has elected to treat shipping and handling costs as an activity necessary to fulfill the performance obligation to transfer product to the customer and not as a separate performance obligation. Shipping and handling costs are estimated at quarter end in proportion to revenue recognized for transactions where actual costs are not yet known. Shipping and handling costs are included in warehousing, delivery, selling, general, and administrative expense. The balance recognized related to accrued shipping and handling costs was a net contract liability of $ 0.2 mill ion at December 31, 2025 and December 31, 2024.
The Company’s performance obligations are typically short-term in nature. As a result, the Company has elected the practical expedient that provides an exemption of the disclosure requirements regarding information about remaining performance obligations on contracts that have original expected durations of one year or less.
Disaggregated Revenue
We have one operating and reportable segment, metals service centers.
The Company derives substantially all of its sales from the distribution of metals. The following table shows the Company’s percentage of sales by major product line:
Year Ended December 31,
Product Line
(Percentage of Sales)
Carbon Steel Flat
Carbon Steel Plate
Carbon Steel Long
Stainless Steel Flat
Stainless Steel Plate
Stainless Steel Long
Aluminum Flat
Aluminum Plate
Aluminum Long
Other
Total
Revenue is recognized either at a point in time or over time based on (1) if the contract has an enforceable right to payment and (2) the type of product that is being sold to the customer with products that are determined to have no alternative use being recognized over time. The following table summarizes revenues by the type of item sold:
Years Ended December 31,
Timing of Revenue Recognition
Revenue on products with an alternative use
Revenue on products with no alternative use
Total
Contract Balances
A receivable is recognized in the period in which an invoice is issued, which is generally when the product is delivered to the customer. Payment terms on invoiced amounts are typically net 30 days from the invoice date. We do not have any contracts with significant financing components.
Receivables, which are included in accounts receivables within the Consolidated Balance Sheets, from contracts with customers were $ 463.5 million an d $ 428.1 million as of December 31, 2025 and December 31, 2024, respectively.
Contract assets, which consist primarily of revenues recognized over time that have not yet been invoiced and the value of inventory, as estimated, that will be received in conjunction with product returns, are reported in prepaid expenses and other current assets within the Consolidated Balance Sheets. Contract liabilities, which consist primarily of accruals associated with amounts that will be paid to customers for volume rebates, cash discounts, sales returns and allowances, customer prepayments, estimates of shipping and handling costs associated with performance obligations recorded over time, and bill and hold transactions are reported in other accrued liabilities within the Consolidated Balance Sheets. Contract assets amounted to $ 16.6 million and $ 19.8 million at December 31, 2025 and December 31, 2024, respectively. Contract liabilities amounted to $ 16.6 million and $ 17.6 million at December 31, 2025 and December 31, 2024, respectively. Contract liabilities satisfied during the period amounte d $ 10.5 million f or the year-ended December 31, 2025.
Note 17: Income Taxes
Components of Income Taxes. The elements of the provision for income taxes were as follows:
Year Ended December 31,
(In millions)
Income (loss) before income tax
Foreign
Total
Current income tax provision (benefit)
Federal
Foreign
State
Total current income tax provision
Deferred income tax provision (benefit)
Federal
Foreign
State
Total deferred income tax provision (benefit)
Total income tax provision (benefit)
Federal
Foreign
State
Total income tax provision (benefit)
The Company has adopted ASU 2023-09 prospectively as of January 1, 2025. Amounts for the years ended December 31, 2024 and December 31, 2023 are as previously reported and have not been adjusted for ASU 2023-09.
Effective Tax Rate Reconciliation. Income taxes differ from the amounts computed by applying the federal tax rate as follows:
Year Ended December 31,
(ASU 2023-09 Prospective Adoption)
Amount
Federal income tax expense (benefit) computed at U.S. statutory tax rate
Domestic federal
Non-deductible expenses and non-taxable income
Equity compensation - (windfall)/shortfall
Non-deductible equity compensation
Other
Cross border tax laws
U.S. federal tax credits
Change in valuation allowance
Other reconciling items
Domestic state and local income taxes, net of federal effect
Foreign tax effects
Canada
Other foreign jurisdictions
Worldwide changes in unrecognized tax benefits
Total income tax provision (benefit)
For the year ended December 31, 2025, state and local income taxes in Wisconsin comprise the majority of the domestic state and local income taxes, net of federal effect category.
Deferred Income Taxes. The components of the deferred income tax assets and liabilities arising under FASB ASC 740, “ Income Taxes ” (“ASC 740”) were as follows:
At December 31,
(In millions)
Deferred tax assets:
Post-retirement benefits other than pensions
State, local, and foreign net operating loss carryforwards
Federal net operating loss carryforwards
Interest limitation carryforward
Pension liability
Operating lease liability
Other deductible temporary differences
Less: valuation allowances
Deferred tax liabilities:
Property, plant & equipment
Inventory
Operating lease asset
Other intangibles
Net deferred tax liability
The Company will maintain a valuation allowance on certain deferred tax assets until such time as in management’s judgment, considering all available positive and negative evidence, the Company determines that these deferred tax assets are more likely than not realizable. The Company’s deferred tax assets available at December 31, 2025 include net operating loss ("NOL") carryforwards (net of tax) of $ 13.6 million related to state NOL carryforwards which expire generally in 1 to 20 years, $ 13.0 million of federal NOL carryforwards which do not expire, and $ 0.5 million related to foreign NOL carryforwards, which do not expire.
Earnings from our foreign subsidiaries are considered indefinitely reinvested. Accordingly, we have not recorded U.S. federal or state income taxes, or foreign withholding taxes, on those earnings. Because any related deferred tax liability would depend on uncertain future tax outcomes, an estimate is not practicable.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted, reinstating 100% bonus depreciation, permitting full expensing of domestic Research & Experimental ("R&E") expenditures, and modifying interest‑expense limitations under Section 163(j). These changes were incorporated into our 2025 tax provision and did not affect our effective tax rate.
The U.S. Tax Cuts and Jobs Act subjects a U.S. stockholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The Company accounts for GILTI as a current period expense when incurred.
Currently, we do not meet the requirements for corporate alternative minimum tax under the Inflation Reduction Act of 2022. We do not expect any excise tax that may be due on future stock repurchases to have a material adverse impact to our financial statements.
The Organization for Economic Cooperation and Development Pillar Two guidelines published to date include transition and safe harbor rules. Based on current enacted legislation effective in 2025, the legislation does not have a material impact on the Company’s financial results.
Cash paid for Income taxes. The detail of cash paid (received) for income taxes for the year ended December 31, 2025 is shown below.
Year Ended December 31,
(in millions)
US Federal
US state and local
Arkansas
California
Pennsylvania
Tennessee
Other
Foreign
China
Mexico
Canada
Total taxes paid (refunded)
Unrecognized Tax Benefits Reconciliation. The Company accounts for uncertain income tax positions in accordance with ASC 740. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Unrecognized
Tax Benefits
(In millions)
Unrecognized tax benefits balance at January 1, 2023
Gross increases – tax positions in current periods
Settlements and closing of statute of limitations
Unrecognized tax benefits balance at December 31, 2023
Gross increases – tax positions in current periods
Settlements and closing of statute of limitations
Unrecognized tax benefits balance at December 31, 2024
Gross increases – tax positions in current periods
Settlements and closing of statute of limitations
Unrecognized tax benefits balance at December 31, 2025
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. Except for matters related to the transition tax under the Tax Cuts and Jobs Act, and that the utilization of net operating losses from prior years which could be subject to review, the Company is no longer subject to U.S. federal tax income tax examinations for years through 2021. Substantially all state and local income tax matters have been concluded through 2018, except where statutes of limitations have been extended. The Company has substantially concluded foreign income tax matters through 2015 for all significant foreign jurisdictions.
We recognize interest and penalties related to uncertain tax positions in income tax expense. We had approximately $ 0.9 million and $ 1.1 million of accrued interest related to uncertain tax positions at December 31, 2025 and 2024, respectively. The total amount of unrecognized tax benefits that would affect our effective tax rate if recognized was $ 0.4 m illion and $ 1.4 million as of December 31, 2025 and 2024 , respectively.
Note 18: Earnings Per Share
Basic earnings per share attributable to Ryerson Holding’s common stock is determined based on earnings for the period divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to Ryerson Holding’s common stock considers the effect of potential common shares, unless inclusion of the potential common shares would have an antidilutive effect. The weighted average number of shares excluded, as they would have had an antidilutive effect, were 961,867 , 103,468 , and zero , for the years ended December 31, 2025, 2024, and 2023, respectively. Antidilutive shares were related to outstanding restricted stock units, performance stock units, and stock options.
The following table sets forth the calculation of basic and diluted earnings (loss) per share:
Years Ended December 31,
Basic and diluted earnings (loss) per share
(In millions, except number of shares which are reflected in thousands and per share data)
Numerator:
Net income (loss) attributable to Ryerson Holding Corporation
Denominator:
Weighted average shares outstanding
Dilutive effect of stock-based awards
Weighted average shares outstanding adjusted for dilutive securities
Earnings (loss) per share
Basic
Diluted
Note 19: Subsequent Events
Business Acquisition. On February 13, 2026 (the “Closing Date”), the Company completed the transactions contemplated by the Agreement and Plan of Merger, (the “Merger Agreement”), dated as of October 28, 2025 , by and among Ryerson Holding, Crimson MS Corp., an Ohio corporation and a direct wholly owned subsidiary of Ryerson Holding (“Merger Sub”), and Olympic Steel, Inc., an Ohio corporation (“Olympic Steel”). On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Olympic Steel in accordance with Ohio law (the “Olympic Steel Merger”). At the effective time of the Olympic Steel Merger, each issued and outstanding share of common stock of Olympic Steel, without par per share (the “Olympic Common Stock”) (other than certain excluded shares), was converted into the right to receive 1.7105 shares of Ryerson Holding’s common stock, rounded down to the nearest whole share, and cash in lieu of fractional shares. Upon the completion of the Olympic Steel Merger, Olympic Steel, as the surviving corporation, became a wholly owned subsidiary of Ryerson Holding. As a result of the Olympic Steel Merger, Ryerson Holding issued approximately 19.5 million shares of its common stock to former holders of Olympic Common Stock.
The total purchase consideration paid by Ryerson amounte d to $ 777.7 million including cash and debt consideration. The acquisition will be accounted for as a business combination using the acquisition method of accounting under the provision of ASC 805, with Ryerson as the acquirer. The accounting impact of the Olympic Steel Merger and the results of the operations for Olympic Steel will be included in our consolidated financial statements beginning in the first quarter of 2026. The allocation of the purchase price to the fair values of the assets acquired and liabilities assumed has not been completed at this time. The measurement period for purchase price allocation will end no later than twelve months after the acquisition date.
Ryerson Credit Facility. On February 13, 2026, Ryerson entered into the seventh amendment (the “Seventh Amendment”) to the Ryerson Credit Facility which will amend the Ryerson Credit Facility, 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 connection with the Olympic Steel Merger.
Among other permitted uses, the proceeds of the Ryerson Credit Facility were used to repay in full and terminate the obligations under the Third Amended and Restated Loan and Security Agreement, dated as of December 8, 2017 (as amended from time to time), by and among Olympic Steel, certain subsidiaries of Olympic Steel as borrowers and guarantors, the lenders party thereto and Bank of America, as agent.
Dividends. On February 13, 2026 , the Board of Directors declared a quarterly cash dividend in the amount of $ 0.1875 per share of common stock, payable on March 19, 2026 to stockholders of record as of March 5, 2026 . Future quarterly dividends, if any, will be subject to Board approval.
Ticker Change. On February 13, 2026, Ryerson announced that in connection with the Olympic Steel Merger, it will change its ticker symbol on the New York Stock Exchange for its common stock from "RYI" to "RYZ". The ticker symbol change will be effective upon the opening of the stock market on February 24, 2026.
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE II—VALUATION AN D QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
(In millions)
Balance at
Beginning
of Period
Additions
Charged
(Credited)
to Income
Deductions
from
Reserves
Balance
at End
of Period
Year Ended December 31, 2025
Allowance for doubtful accounts
Valuation allowance—deferred tax assets
Year Ended December 31, 2024
Allowance for doubtful accounts
Valuation allowance—deferred tax assets
Year Ended December 31, 2023
Allowance for doubtful accounts
Valuation allowance—deferred tax assets
NOTES:
Bad debts written off of $ 2 million, $ 3 million, and $ 3 million for the years ended December 31, 2025, 2024, and 2023 , respectively.
Adjustment to foreign tax credits and corresponding valuation allowance.
