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What changed in Ryerson Holding Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ryerson Holding Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+302 added−287 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-20)

Top changes in Ryerson Holding Corp's 2025 10-K

302 paragraphs added · 287 removed · 221 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

43 edited+18 added−13 removed57 unchanged
Biggest changeWe believe this broad range of industries in which we sell our products and services reduces our risk related to a downturn in a specific industry. We believe that our ability to quickly adjust our offerings based on regional and industry specific trends creates stability while also providing the opportunity to access specific growth markets.
Biggest changeWe believe that our ability to quickly adjust our offerings based on regional and industry specific trends creates stability while also providing the opportunity to access specific growth markets. We are focused on expanding our presence within growing, secular markets, including electric vehicles and renewable energy. Established Platform for Organic and Acquisition Growth.
Available Information All periodic and current reports and other filings that we are required to file with the Securities and Exchange Commission (the "SEC"), including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to 11 those reports filed or furnished pursuant Section 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge from the SEC’s website (www.sec.gov) or through our Investor Relations website at http://ir.ryerson.com.
Available Information All periodic and current reports and other filings that we are required to file with the Securities and Exchange Commission (the "SEC"), including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant Section 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge from the SEC’s website (www.sec.gov) or through our Investor Relations website at http://ir.ryerson.com.
When integrating acquired businesses into our operational model, we may draw on our large scale and geographic reach to improve operational and financial performance through greater purchasing power, improved expense and working capital management, increased access to additional end markets, and broadening product mix. Extensive Breadth of Products and Services for Diverse Customer Base.
When integrating acquired businesses into our operational model, we may draw on our large scale and geographic reach to improve operational and financial performance through greater purchasing power, improved expense and working capital management, increased access to additional end markets, and broadening product mix. 5 Extensive Breadth of Products and Services for Diverse Customer Base.
While the metals producing supply base has experienced significant consolidation and supply interruptions in the past, we believe both our size and our long-term relationships with our suppliers has enabled us to meet our material requirements and will continue to allow us to do so in the future. 8 Seasonality Seasonal factors cause demand fluctuations during the year.
While the metals producing supply base has experienced significant consolidation and supply interruptions in the past, we believe both our size and our long-term relationships with our suppliers has enabled us to meet our material requirements and will continue to allow us to do so in the future. Seasonality Seasonal factors cause demand fluctuations during the year.
We strive, and expect our suppliers, to comply with all applicable laws and regulations as well as Ryerson's Human Rights Policy, Conflict Minerals Policy, and Code of Ethics and Business Conduct. 10 Human Capital In order to provide best in class customer experiences, it is crucial that we continue to attract and retain top talent.
We strive, and expect our suppliers, to comply with all applicable laws and regulations as well as Ryerson's Human Rights Policy, Conflict Minerals Policy, and Code of Ethics and Business Conduct. Human Capital In order to provide best-in-class customer experiences, it is crucial that we continue to attract and retain top talent.
We believe that our various and diverse offerings, ways-to-market, and end markets reduce the volatility of our business in the aggregate, thus somewhat reducing earnings volatility. A portion of our customers experience seasonal slowdowns, see Seasonality discussion below. Suppliers We purchase the majority of our inventories from key domestic metals suppliers.
We believe that our various and diverse offerings, ways-to-market, and end markets reduce the volatility of our business in the aggregate, thus somewhat reducing earnings volatility. A portion of our customers experience seasonal slowdowns, see Seasonality discussion below. 8 Suppliers We purchase the majority of our inventories from key domestic metals suppliers.
Most of the products that we carry require expensive specialized equipment for material handling and processing. We believe few of our customers have the capability to process metal into the desired sizes, forms, or finishes or they are unwilling to incur the significant capital expenditures to acquire the necessary equipment.
Most of the products that we carry require expensive specialized equipment for material handling and processing. We 6 believe few of our customers have the capability to process metal into the desired sizes, forms, or finishes or they are unwilling to incur the significant capital expenditures to acquire the necessary equipment.
While the costs of compliance could be significant, given the uncertain outcome and timing of future action by the U.S. federal government on this issue, we cannot accurately 9 predict the full financial impact of current and future greenhouse gas regulations on our operations or our customers at this time.
While the costs of compliance could be significant, given the uncertain outcome and timing of future action by the U.S. federal government on this issue, we cannot accurately predict the full financial impact of current and future greenhouse gas regulations on our operations or our customers at this time.
Experienced Management Team with Deep Industry Knowledge. Our senior management team has extensive industry and operational experience and has been instrumental in optimizing and implementing our strategy. Our senior management has an average of more than 30 years of experience in the metals or service center industries. Our Chief Executive Officer (“CEO”) and President, Mr.
Experienced Management Team with Deep Industry Knowledge. Our senior management team has extensive industry and operational experience and has been instrumental in optimizing and implementing our strategy. Our senior management has an average of more than 30 years of experience in the metals or service center industries. Our Chief Executive Officer (“CEO”), Mr.
We are growing and diversifying our product mix mainly as a result of our targeted growth strategy to provide increased levels of value-added processing services. We believe our 6 enhanced processing capabilities will increase our ability to sell higher-margin metals processing services to a larger group of customers.
We are growing and diversifying our product mix mainly as a result of our targeted growth strategy to provide increased levels of value-added processing services. We believe our enhanced processing capabilities will increase our ability to sell higher-margin metals processing services to a larger group of customers.
In particular, our operations are subject to requirements relating to waste disposal, recycling, air and water emissions, the handling of regulated materials, remediation, underground storage tanks, asbestos-containing building materials, workplace exposure, and other matters.
In particular, our operations are subject to requirements relating to waste disposal, recycling, air and water emissions, the handling of regulated materials, remediation, underground storage tanks, asbestos-containing 9 building materials, workplace exposure, and other matters.
The amount of liability, if any, for those claims and actions as of December 31, 2024 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.
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.
Jim Claussen, Executive Vice President & CFO, who joined the Company in 2002 and became CFO in 2021 after holding various senior management and leadership positions at the Company, including President of Central Steel & Wire, LLC, has 30 years of industry experience.
Jim Claussen, Executive Vice President & CFO, who joined the Company in 2002 and became CFO in 2021 after holding various senior management and leadership positions at the Company, including President of Central Steel & Wire, LLC, has 31 years of industry experience.
The following pie charts show our percentage of sales by major product line for 2024 and 2023: We are not dependent on any particular customer group or industry because we process and distribute a variety of metals.
The following pie charts show our percentage of sales by major product line for 2025 and 2024: We are not dependent on any particular customer group or industry because we process and distribute a variety of metals.
As a result, additional costs and liabilities may be incurred to comply with future requirements, which may include climate disclosure requirements passed by the state of California, or to address newly discovered conditions, and these costs and liabilities could have a material adverse effect on our results of operations, financial condition, or cash flows.
As a result, additional costs and liabilities may be incurred to comply with future requirements, such as the climate disclosure requirements passed by the state of California, or to address newly discovered conditions, and these costs and liabilities could have a material adverse effect on our results of operations, financial condition, or cash flows.
Edward Lehner, who joined the Company in August 2012 as Chief Financial Officer (“CFO”) and became CEO in June 2015, has 33 years of experience, predominantly in the metals industry. Mr.
Edward Lehner, who joined the Company in August 2012 as Chief Financial Officer (“CFO”) and became CEO in June 2015, has 34 years of experience, predominantly in the metals industry. Mr.
Because of our total volume of purchases and our long‑term relationships with our suppliers, we believe that we are generally able to purchase inventory at the best prices offered by our suppliers. For the year ended December 31, 2024, our top 25 suppliers, including their subcontractors, accounted for approximately 77% of our purchase dollars.
Because of our total volume of purchases and our long‑term relationships with our suppliers, we believe that we are generally able to purchase inventory at the best prices offered by our suppliers. For the year ended December 31, 2025, our top 25 suppliers, including their subcontractors, accounted for approximately 76% of our purchase dollars.
ITEM 1. B USINESS. Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. Affiliates of Platinum Equity, LLC (“Platinum”) own approximately 3,924,478 shares of our common stock, which is approximately 12.3% of our issued and outstanding common stock.
ITEM 1. B USINESS. 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.
Based on sales, we are one of the largest service center companies for carbon, stainless steel, and aluminum in the North American market where we have a broad geographic presence with 107 facilities. Our service centers are located near our customer locations, enabling us to timely deliver to customers across numerous geographic markets.
Based on sales, we are one of the largest service center companies for carbon, stainless steel, and aluminum in the North American market where we have a broad geographic presence with 103 facilities, as of December 31, 2025. Our service centers are located near our customer locations, enabling us to timely deliver to customers across numerous geographic markets.
Consequently, we are required to carry sufficient inventory to meet the short lead time and just-in-time delivery requirements of our customers. We have international facilities located in Canada, Mexico, and China. Net sales of our international locations (based on where the shipments originated) accounted for 10.0% of our consolidated 2024 net sales, or $457.6 million.
Consequently, we are required to carry sufficient inventory to meet the short lead time and just-in-time delivery requirements of our customers. We have international facilities located in Canada, Mexico, and China. Net sales of our international locations (based on where the shipments originated) accounted for 10.0% of our consolidated 2025 net sales, or $461.8 million.
Investments by us in property, plant, and equipment, together with asset retirements for the five years ended December 31, 2024, excluding the initial purchase price of acquisitions are set forth below. The net capital change during such period aggregated to an increase of $332.0 million.
Investments by us in property, plant, and equipment, together with asset retirements for the five years ended December 31, 2025, excluding the initial purchase price of acquisitions are set forth below. The net capital change during such period aggregated to an increase of $352.8 million.
We provide supply chain solutions, including just-in-time delivery and value-added processing, to many original equipment manufacturing customers. 5 For the year ended December 31, 2024, no single customer, including their subcontractors, accounted for more than 8% of our sales, and our top 10 customers, including their subcontractors accounted for approximately 18% of our sales. Strong Relationships with Suppliers.
We provide supply chain solutions, including just-in-time delivery and value-added processing, to many original equipment manufacturing customers. For the year ended December 31, 2025, no single customer, including their subcontractors, accounted for more than 6% of our sales, and our top 10 customers, including their subcontractors accounted for approximately 15% of our sales. Strong Relationships with Suppliers.
In addition to our office sales staff, we market and sell our products through the use of our field sales force that we believe has extensive product and customer knowledge and offers a comprehensive catalog of our products. Our office and field sales staff, which together consist of approximately 825 employees, include technical personnel.
In addition to our office sales staff, we market and sell our products through the use of our field sales force that we believe has extensive product and customer knowledge and offers a comprehensive catalog of our products. Our office and field sales staff, which together consist of approximately 850 employees, as of December 31, 2025, include technical personnel.
Due to this, many 4 customers have reduced their in-house processing capabilities, opting to source processed metal from service centers like us. This saves our customers time, labor, and expense, reducing their overall manufacturing costs, while permitting us to increasingly focus on value-added services and expanding our mix of fabrication products, which typically sell at higher margins.
Due to this, many customers have reduced their in-house processing capabilities, opting to source processed metal from service centers like us. This saves our customers time, labor, and expense, reducing their overall manufacturing costs. It also permits us to increasingly focus on value-added services and expansion of our mix of fabricated products, which typically sell at higher margins.
While we consider all our intellectual property rights as a whole to be important, we do not consider any single right to be essential to our operations as a whole. Sustainability In January 2025, Ryerson released its third Sustainability Report.
While we consider all our intellectual property rights as a whole to be important, we do not consider any single right to be essential to our operations as a whole. Sustainability In February 2026, Ryerson released its fourth Sustainability Report.
We have approximately 4,200 employees across 107 facilities in North America and four facilities in China. Through this network we serve approximately 40,000 customers across a wide range of manufacturing end-markets. Our customers range from local, independently owned fabricators and machine shops to large, international original equipment manufacturers.
As of December 31, 2025, we have approximately 4,300 employees across 103 facilities in North America and three facilities in China. Through this network we serve approximately 40,000 customers across a wide range of manufacturing end-markets. Our customers range from local, independently owned fabricators and machine shops to large, international original equipment manufacturers.
For the year ended December 31, 2024, no single customer, including their subcontractors, accounted for more than 8% of our sales, and our top 10 customers, including their subcontractors, accounted for approximately 18% of our sales.
For the year ended December 31, 2025, no single customer, including their subcontractors, accounted for more than 6% of our sales, and our top 10 customers, including their subcontractors, accounted for approximately 15% of our sales.
We expect all of the 2025 capital expenditures to be funded using proceeds from the cash generated by operations. We will continue to evaluate and execute each growth project in light of the economic conditions and outlook at the time of investment and may significantly reduce our capital expenditures if economic conditions warrant a more conservative approach to capital allocation.
We will continue to evaluate and execute each growth project in light of the economic conditions and outlook at the time of investment and may significantly reduce our capital expenditures if economic conditions warrant a more conservative approach to capital allocation.
This supports our capital expenditures on processing equipment to grow annual gross profit margin. Our industry is highly fragmented with the largest companies accounting for only a small percentage of total market share. The majority of metals services companies have limited product lines and inventories, with customers located in a specific geographic area.
We therefore invest in our processing equipment to grow this mix and our gross profit margin. Our industry is highly fragmented with the largest companies accounting for only a small percentage of total market share. The majority of metals services companies have limited product lines and inventories and their customers are usually located within their local geographic area.
Substantially all of our sales are attributable to our U.S. operations and substantially all of our long-lived assets are located in the U.S. 7 The following pie charts show the Company’s percentage of sales by metal consuming industry for 2024 and 2023: Our customers are primarily located throughout the U.S., but we also have international customers.
The following pie charts reflect the new categories and show the Company’s percentage of sales by metal consuming industry for 2025 and 2024: Our customers are primarily located throughout the U.S., but we also have international customers.
Employee Health, Wellness, and Safety. Health, safety, and wellness are fundamental expectations of our Board, executives, employees, and our customers. Our safety standards, which go beyond industry standards and the minimum legal requirements, have helped protect the well-being of our people and prevent workplace injuries.
Safety, health, and wellness are fundamental expectations of our Board, executives, employees, and our customers. Our safety standards, which go beyond industry standards and legal requirements, have helped protect the well-being of our people and prevent workplace injuries. We strive for a zero-injury workplace by means of an Environmental, Health, and Safety policy that reinforces the goal.
We expect this, together with our focus on maintaining pricing discipline related to our processing services, will increase our gross profit margin. We had capital expenditures of $411.9 million in the five-year period ended December 31, 2024.
We expect this, together with our focus on maintaining pricing discipline related to our processing services, will increase our gross profit margin. We had capital expenditures of $437.4 million in the five-year period ended December 31, 2025. We invest in equipment to offer more value-added processing to our customers in an effort to increase our margins and profitability.
Industry Outlook The Institute for Supply Management’s Purchasing Managers’ Index (“PMI”) reported contracting factory activity throughout 2024 with readings consistently below the growth threshold of 50.
Industry Outlook After reporting expansionary factory activity in January and February of 2025, the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”) reported contracting factory activity for the remainder of the year, with readings below the growth threshold of 50.
See Item 1A, Risks Related to Operating our Business, sub-section "Any significant work stoppages can harm our business", as well as Note 12: Commitments and Contingencies within Part II, Item 8 "Financial Statements and Supplementary Data" for further information.
See Item 1A, Risks Related to Operating our Business, sub-section "Any significant work stoppages can harm our business", as well as Note 12: Commitments and Contingencies within Part II, Item 8 "Financial Statements and Supplementary Data" for further information. 11 Privacy and Data Protection We collect, process, and store limited personal information from and about our employees, customers, and other third parties, primarily in the form of business contact information.
Please refer to the Section titled “Acquisitions” of Item 7, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” and Note 2 — “Acquisitions” of Part II, Item 8 "Financial Statements and Supplementary Data" for further information regarding all acquisitions made in 2024 and 2023.
Please refer to the Section titled “Olympic Steel Acquisition” of Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” and Note 19 — “Subsequent Events” of Part II, Item 8 “Financial Statements and Supplementary Data” for further information on the Olympic Steel Merger. In 2024 and 2023, Ryerson focused on bolt-on acquisitions.
We are focused on expanding our presence within growing, secular markets, including electric vehicles and renewable energy. Established Platform for Organic and Acquisition Growth. Our growth strategy is based on increasing our operating results through organic growth activities and strategic acquisitions that enhance our service, product, customer, and geographic diversification.
Our growth strategy is based on increasing our operating results through organic growth activities and strategic acquisitions that enhance our service, product, customer, and geographic diversification.
Customers and Markets Our customer base is diverse, numbering approximately 40,000 in a variety of industries, including metal fabrication and machine shops, industrial machinery and equipment, commercial ground transportation, consumer durable, food processing and agricultural equipment, construction equipment, HVAC, and oil & gas.
Customers and Markets Our customer base is diverse, numbering approximately 40,000, as of December 31, 2025, in a variety of industries, including commercial transportation, fabrication and welding, machinery and equipment, consumer products, heavy equipment, climate, power, and machine shop sectors.
Industry Overview Metals service centers serve as key intermediaries between metal producers and end users of metal products. They purchase in scale and sell in smaller quantities. End-users often look for “one-stop” suppliers that offer lower order volumes, shorter lead times, more reliable delivery, and processing services.
End-users often look for “one-stop” suppliers that offer lower order volumes, shorter lead times, more reliable delivery, and processing services. Metal producers mainly sell metals in the form of standard-sized coils, sheets, plates, 4 structurals, bars, and tubes in large quantities, with longer lead times and limited inventory.
Additions Retirements or Sales Net (In millions) 2024 $ 99.6 $ 2.5 $ 97.1 2023 121.9 0.4 121.5 2022 105.1 8.3 96.8 2021 59.3 68.5 (9.2 ) 2020 26.0 0.2 25.8 The lower amount of additions in 2020 was caused by capital expenditures deferred to 2021 and 2022 as spending was reduced due to uncertainties surrounding the COVID-19 pandemic.
Additions Retirements or Sales Net (In millions) 2025 $ 51.5 $ 4.9 $ 46.6 2024 99.6 2.5 97.1 2023 121.9 0.4 121.5 2022 105.1 8.3 96.8 2021 59.3 68.5 (9.2 ) The net reduction in 2021 is related to sale lease-back transactions.
Recently, Ryerson has focused on bolt-on acquisitions. In 2024, we acquired Production Metals, LLC while in 2023, Ryerson's acquisitions included BLP Holdings, LLC, Norlen Incorporated, TSA Processing, and Hudson Tool Steel Corporation.
In 2024, we acquired Production Metals, LLC while in 2023, Ryerson's acquisitions included BLP Holdings, LLC, Norlen Incorporated, TSA Processing, and Hudson Tool Steel Corporation. Industry Overview Metals service centers serve as key intermediaries between metal producers and end users of metal products. They purchase in scale and sell in smaller quantities.
Ryerson does not tolerate any discriminatory or illegal preferences and is in compliance with applicable state and federal anti-discrimination laws.
Ryerson does not tolerate any discriminatory or illegal preferences and is in compliance with applicable state and federal anti-discrimination laws. Ryerson focuses on employee engagement, training, and community outreach efforts with the mission of promoting our corporate values and encouraging bias-free practices in all aspects of the business. Employee Health, Wellness, and Safety.
Our commitment towards a zero-injury workplace is constant and driven by an Environmental, Health, and Safety policy that reinforces the goal. Our 2024 performance at our facilities, measured as the number of OSHA recordable injuries per 200,000 labor hours, was 2.31, which was better than the industry average as reported by the Bureau of Labor Statistics.
Our safety performance, measured as the number of OSHA recordable injuries per 200,000 labor hours, consistently outperforms the industry average as reported by the Bureau of Labor Statistics. In 2025, our OSHA rate was 2.46.
Metal producers mainly sell metals in the form of standard-sized coils, sheets, plates, structurals, bars, and tubes in large quantities, with longer lead times, and limited inventory. Metal service centers serve as key intermediaries closing the gap between metal producers’ supply and end-users’ demand.
Metal service centers serve as key intermediaries closing the gap between metal producers’ supply and end-users’ demand.
Removed
Our operations serve a diverse range of industries including commercial ground transportation, metal fabrication and machine shops, industrial machinery and equipment manufacturing, consumer durable equipment, HVAC manufacturing, construction equipment manufacturing, food processing and agricultural equipment manufacturing, and oil and gas.
Added
On October 28, 2025, Ryerson and Olympic Steel, Inc. ("Olympic Steel") jointly announced their definitive agreement to merge and on February 13, 2026, they announced the successful completion of the merger (the “Olympic Steel Merger”).
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The contractionary trend indicated by PMI has lasted for the last 26 months, beginning with readings dropping below 50 starting in November 2022 and continuing through December of 2024, with a reading of 49.2 for December 2024. This trend was broken with a January 2025 reading of 50.9.
Added
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.
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The Department of Commerce announced that real GDP increased 2.8 percent in 2024 and the Federal Reserve Bank of Philadelphia projected that the median growth rate in real GDP would be 2.2 percent, 2.1 percent, and 2.1 percent for 2025, 2026, and 2027, respectively.
Added
Olympic Steel provides metals processing and distribution services for a wide range of customers. 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.
Removed
Steel demand in North America is largely dependent on growth of the automotive, industrial equipment, consumer appliance, and construction end markets.
Added
Our operations serve a diverse range of industries including commercial transportation, fabrication and welding, machinery and equipment, consumer products, heavy equipment, climate, power, and machine shop sectors. We believe this broad range of industries in which we sell our products and services reduces our risk related to a downturn in a specific industry.
Removed
Our end markets reflect the performance of the manufacturing economy, and according to the latest Livingston Survey, published by the Federal Reserve Bank of Philadelphia, U.S. industrial production is expected to have contracted by 0.2 percent in 2024 and is expected to expand by 0.9 percent in 2025 and 1.5 percent in 2026.
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Aside from the aforementioned expansionary factory activity reported in January and February of 2025, the PMI has reported monthly contracting factory activity for each month of the past 3-year period (2023-2025).
Removed
We are increasing our investments in processing equipment to offer more value-added processing to our customers in an effort to increase our margins and profitability. We currently perform processing services on nearly 80% of the materials sold by us.
Added
This trend was broken with a January 2026 reading of 52.6, which is a stronger than expected reading, but may, according to Susan Spence, Chair of the ISM Manufacturing Business Survey Committee, reflect post-holiday reordering or pre-buying due to expected price increases amid ongoing tariff issues.
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Capital Expenditures In 2024, we completed our 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.
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The Department of Commerce announced that real GDP decreased in the first quarter of 2025 by 0.5%, then increased by 3.8% and 4.4% (updated estimate) in the second and third quarters of the year, respectively. Fourth quarter 2025 data is not available at the time of release.
Removed
The net reduction in 2021 is related to sale lease-back transactions. We currently anticipate capital expenditures, excluding acquisitions, of up to approximately $50 million for 2025, as we pivot from a necessary, but difficult, three-year investment cycle to a rate that approximates depreciation for the long term.
Added
Substantially all of our sales are attributable to our U.S. operations and substantially all of our long-lived assets are located in the U.S. 7 During the year ended December 31, 2025, the Company conducted an extensive review of its customers end-market categories and updated them to gain a clearer and more accurate understanding of business performance.
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The 2024 edition, consistent with prior iterations, illustrates the Company’s focus on energy and emissions reductions, sustainable products, data security, embracing diversity of experiences and backgrounds, and talent and future workforce. A few achievements highlighted in the 2024 report include Ryerson’s recognition by Forbes, Times, and U.S.
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Because of this realignment, management can better identify growth opportunities, respond to evolving customer needs, and ensure strategic decisions are based on precise, relevant data. The update also allows management to target resources, track trends, and communicate with stakeholders more effectively.
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News & World Report as a great place to work, the new, 15-acre solar farm in operation at its University Park location, the integration of its first electric vehicle into a local plant fleet, its new employee resource groups, its partnership with veteran organization Hiring Our Heroes, and its continued role in the circular metals economy.
Added
Capital Expenditures In 2025, we completed the expansion and modernization of our Shelbyville, KY non-ferrous processing center, and continued operationalization and optimization of assets across our North America service center network. We continued to invest in processing capabilities, value-add capex, and maintenance projects.
Removed
Ryerson respects, embraces, and encourages a variety of experiences and backgrounds and has an Employee Engagement Council ("Council") that focuses on employee engagement, training, and community outreach efforts with the mission of fostering an environment across the organization that values a variety of experiences and perspectives and encourages bias-free practices in all aspects of the business.
Added
We currently anticipate capital expenditures, excluding acquisitions, of up to approximately $50 million for 2026 with a focus on productivity enhancing projects and maintenance. We expect all of the 2026 capital expenditures to be funded using proceeds from the cash generated by operations.
Removed
In 2023, Ryerson’s Council announced the establishment of employee resource groups ("ERGs"). Made available to employees in 2024, these ERGs are voluntary, employee-led groups that work to foster a more welcoming workplace by uniting people with common interests, identities, or backgrounds. Each of the ERGs is purposefully aligned with Ryerson’s mission and strategic goals.
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In 2025, Ryerson's Sustainability Committee reviewed its focus initiatives, considering numerous sustainability topics and their importance to the success of our business and their impacts to all of our stakeholders within our current operating environment.
Removed
Throughout 2024, employees attended ERG communities that supported and created networking opportunities for up-and-coming leaders and other employee groups. Further, Ryerson is invested in providing employees with training on fair practices, avoiding bias, and workplace intervention. Training is available at any time on the Company’s learning platform, where employees can select from a growing catalog of courses.
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As a result of this review, the 2025 edition introduces the following sustainability focus topics: corporate governance 10 and ethical leadership, environmental sustainability, workforce safety and well-being, talent management, responsible sourcing, supply chain transparency, and resiliency. Achievements highlighted in the 2025 report include Ryerson’s recognition by U.S.
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News & World Report as a great place to work, the new human capital management system implemented during the year, a case study on the resource efficient design of the Shelbyville, KY project, and Ryerson's continued role in the circular metals economy.
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We may therefore be subject to certain privacy and data protection laws and regulations in the jurisdictions in which we operate.
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In the United States, numerous federal and state laws and regulations govern the collection, use, disclosure, and protection of personal information, and may require notification to regulators and affected individuals in the event of a security breach affecting that personal information.
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Certain non-U.S. data protection laws, such as those in China, also restrict the use and cross-border transfer of certain personal information. Privacy and data protection laws, regulations, and other obligations are constantly evolving and may conflict with each other.
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Any violation of applicable data protection laws in the U.S. or elsewhere could result in legal liability, which may lead to significant civil and/or criminal penalties or otherwise adversely affect our business, operations, financial condition, or reputation.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe market price for our common stock may be influenced by many factors, including the following: • investor reaction to our business strategy; • the success of competitive products or technologies; • any developments with respect to our pursuit of strategic alternatives, including a potential sale or merger of the Company, sale of part of the Company, strategic minority investment, or licensing and other transactions; • changes in regulatory or industry standards applicable to our products; • variations in our financial and operating results or those of companies that are perceived to be similar to us; • developments concerning our collaborations or partners; • developments or disputes with any third parties that supply, manufacture, sell, or market any of our products; • actual or perceived defects in any of our products, if commercialized, and any related product liability claims; • our ability or inability to raise additional capital and the terms on which we raise it; • declines in the market prices of stocks generally; • trading volume of our common stock; • sales of our common stock by us or our stockholders; • general economic, industry, and market conditions; and • other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism, and other international conflicts, public health issues including health epidemics or pandemics, and natural disasters such as fire, hurricanes, earthquakes, tornadoes, or other adverse weather and climate conditions, whether occurring in the U.S. or elsewhere, could disrupt our operations, disrupt the operations of our suppliers, or result in political or economic instability. 19 In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies.
Biggest changeThe market price for our common stock has been influenced by a variety of factors in the past and may continue to be influenced by any number of factors, including the following: • investor reaction to our business strategy; • the success of competitive products or technologies; • any developments with respect to our pursuit of strategic alternatives, including a potential sale or merger of the Company, sale of part of the Company, strategic minority investment, or licensing and other transactions; • changes in regulatory or industry standards applicable to our products; • variations in our financial and operating results or those of companies that are perceived to be similar to us; • developments concerning our collaborations or partners; • developments or disputes with any third parties that supply, manufacture, sell, or market any of our products; • actual or perceived defects in any of our products, if commercialized, and any related product liability claims; • our ability or inability to raise additional capital and the terms on which we raise it; • declines in the market prices of stocks generally; • trading volume of our common stock; • sales of our common stock by us or our stockholders; • announcement of or closing of significant acquisitions or mergers; • general economic, industry, and market conditions; and • other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism, and other international conflicts, public health issues including health epidemics or pandemics, and natural disasters such as fire, hurricanes, earthquakes, tornadoes, or other adverse weather and climate conditions, whether occurring in the U.S. or elsewhere, could disrupt our operations, disrupt the operations of our suppliers, or result in political or economic instability.
We have established security measures, controls, and procedures, including established recovery procedures for critical systems and business functions, to safeguard our information technology systems and to prevent unauthorized access to such systems and any data processed or stored in such systems, and we periodically evaluate and test the adequacy of such systems, measures, controls, and procedures; however, there can be no guarantee that such systems, measures, controls, and procedures will be effective.
We have established security measures, controls, and procedures, including recovery procedures for critical systems and business functions, to safeguard our information technology systems and to prevent unauthorized access to such systems and any data processed or stored in such systems, and we periodically evaluate and test the adequacy of such systems, measures, controls, and procedures; however, there can be no guarantee that such systems, measures, controls, and procedures will be effective.
Our indebtedness may: • make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on our indebtedness; • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general corporate purposes; • limit our ability to use our cash flow for future working capital, capital expenditures, acquisitions, or other general corporate purposes; • require us to use a substantial portion of our cash flow from operations to make debt service payments; • limit our flexibility to plan for, or react to, changes in our business and industry; • place us at a competitive disadvantage compared to our less leveraged competitors; and • increase our vulnerability to the impact of adverse economic and industry conditions.
Our indebtedness may: • make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on our indebtedness; • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general corporate purposes; • limit our ability to use our cash flow for future working capital, capital expenditures, acquisitions, mergers, or other general corporate purposes; • require us to use a substantial portion of our cash flow from operations to make debt service payments; • limit our flexibility to plan for, or react to, changes in our business and industry; • place us at a competitive disadvantage compared to our less leveraged competitors; and • increase our vulnerability to the impact of adverse economic and industry conditions.
Acquisitions, partnerships, joint ventures, and other business combination transactions, both foreign and domestic, involve various inherent risks, such as uncertainties in assessing value, strengths, weaknesses, liabilities, and potential profitability. There is also risk relating to our ability to achieve identified operating and financial synergies anticipated to result from the transactions.
Acquisitions, mergers, partnerships, joint ventures, and other business combination transactions, both foreign and domestic, involve various inherent risks, such as uncertainties in assessing value, strengths, weaknesses, liabilities, and potential profitability. There is also risk relating to our ability to achieve identified operating and financial synergies anticipated to result from the transactions.
There can be no assurance that we will be able to maintain historical gross margins in the future. We may not be able to retain or expand our customer base if the North American manufacturing industry erodes through acquisition and merger or consolidation activity in our customers’ industries. Our customer base primarily includes manufacturing and industrial firms.
There can be no assurance that we will be able to maintain historical gross margins in the future. 13 We may not be able to retain or expand our customer base if the North American manufacturing industry erodes through acquisition and merger or consolidation activity in our customers’ industries. Our customer base primarily includes manufacturing and industrial firms.
There are a few large competitors, but most of the market is served by small local and regional competitors. Competition is based principally on price, service, quality, production capabilities, inventory availability, and timely delivery. We are experiencing increased pressure from online businesses that compete with price transparency.
There are a few 12 large competitors, but most of the market is served by small local and regional competitors. Competition is based principally on price, service, quality, production capabilities, inventory availability, and timely delivery. We are experiencing increased pressure from online businesses that compete with price transparency.
We have grown through a combination of internal expansion, acquisitions, and joint ventures. We intend to continue to grow through acquisitions, but we may not be able to identify appropriate acquisition candidates, obtain financing on satisfactory terms, consummate acquisitions, or integrate acquired businesses effectively and profitably into our existing operations.
We have grown through a combination of internal expansion, acquisitions, and joint ventures. We intend to continue to grow through acquisitions and mergers, but we may not be able to identify appropriate acquisition candidates, obtain financing on satisfactory terms, consummate acquisitions, or integrate acquired businesses effectively and profitably into our existing operations.
Our future results could be adversely affected by changes in the effective tax rate or changes in the treatment of deferred tax assets as a result of changes in Ryerson’s overall profitability, changes in the mix of earnings in countries with differing statutory tax 18 rates, changes in tax legislation, the results of the examination of previously filed tax returns, and continuing assessment of the Company’s tax exposures.
Our future results could be adversely affected by changes in the effective tax rate or changes in the treatment of deferred tax assets as a result of changes in Ryerson’s overall profitability, changes in the mix of earnings in countries with differing statutory tax rates, changes in tax legislation, the results of the examination of previously filed tax returns, and continuing assessment of the Company’s tax exposures.
The metals services business is very competitive and increased competition could reduce our revenues and gross margins. We face competition in all markets we serve, from metals producers that sell directly to certain customers or segments of the market, to other metal services companies. The metals services industry itself is highly fragmented and competitive.
The metals services business is very competitive and increased competition has and could reduce our revenues and gross margins. We face competition in all markets we serve, from metals producers that sell directly to certain customers or segments of the market, to other metal services companies. The metals services industry itself is highly fragmented and competitive.
Prolonged periods of deflation could adversely affect the degree to which we are able to maintain or increase selling prices resulting in decreased revenues, margins, and operating profits. Additionally, prolonged deflation could impact our availability on the Ryerson Credit Facility as the value of our accounts receivable and inventory decreases.
Prolonged periods of deflation could adversely affect the degree to which we are able to maintain or increase selling prices resulting in decreased 14 revenues, margins, and operating profits. Additionally, prolonged deflation could impact our availability on the Ryerson Credit Facility as the value of our accounts receivable and inventory decreases.
In addition, Platinum may have an interest in pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to holders of our common stock. ITEM 1B. UNRESOLVE D STAFF COMMENTS. Not applicable.
In addition, Platinum may have an interest in pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to holders of our common stock. ITEM 1B. UNRESOLVE D STAFF COMMENTS. Not applicable. 24
In addition, we may be subject to fines and civil or criminal sanctions, third party claims for property 17 damage or personal injury, worker’s compensation or personal injury claims, cleanup costs, or temporary or permanent discontinuance of operations.
In addition, we may be subject to fines and civil or criminal sanctions, third party claims for property damage or personal injury, worker’s compensation or personal injury claims, cleanup costs, or temporary or permanent discontinuance of operations.
The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium over the market price, and adversely affect the market price and the voting and other rights of the holders of our common stock. 20 RISKS RELATED TO OUR CAPITAL STRUCTURE We have indebtedness under our Ryerson Credit Facility, which could adversely affect our financial position and prevent us from fulfilling our financial obligations.
The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium over the market price, and adversely affect the market price and the voting and other rights of the holders of our common stock. 21 RISKS RELATED TO OUR CAPITAL STRUCTURE We have indebtedness under our Ryerson Credit Facility, which could adversely affect our financial position and prevent us from fulfilling our financial obligations.
In addition, complying with these covenants may also cause us to take actions that are not favorable to our stockholders and may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions. 21 We may not be able to generate sufficient cash to service all of our indebtedness.
In addition, complying with these covenants may also cause us to take actions that are not favorable to our stockholders and may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions. 22 We may not be able to generate sufficient cash to service all of our indebtedness.
Please refer to the Section titled “Critical Accounting Estimates - Goodwill,” of Item 7, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” and Note 1 — “Summary of Accounting and Financial Policies” of Part II, Item 8 "Financial Statements and Supplementary Data" for further information. Changes in inflation may adversely affect financial performance.
Please refer to the Section titled “Critical Accounting Estimates - Goodwill,” of Item 7, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” and Note 1 — “Summary of Accounting and Financial Policies” of Part II, Item 8 "Financial Statements and Supplementary Data" for further information. Changes in inflation have and may continue to adversely affect financial performance.
As a result, Platinum may influence our policies and operations, including the appointment of management, future issuances of our common stock or other securities, and the payment of dividends, as well as impact decisions to enter into any other corporate transaction. 22 The interests of Platinum may not in all cases be aligned with the interests of the other holders of our common stock.
As a result, Platinum may influence our policies and operations, including the appointment of management, future issuances of our common stock or other securities, and the payment of dividends, as well as impact decisions to enter into any other corporate transaction. 23 The interests of Platinum may not in all cases be aligned with the interests of the other holders of our common stock.
Security breaches could expose us to a risk of loss or misuse of our information, litigation, and potential liability. In addition, cyber incidents that impact the availability, reliability, speed, accuracy, or other proper functioning of these systems could have a significant impact on our operations, and potentially on our results.
Security breaches could expose us to a risk of loss or misuse of our sensitive or proprietary information, litigation, and potential liability. In addition, cyber incidents that impact the availability, reliability, speed, accuracy, or other proper functioning of these systems could have a significant impact on our operations, and potentially on our results.
These risks could have a material and adverse impact on our business, results of operations, financial condition, and cash flows. RISKS RELATED TO OUR INDUSTRY Weakness in the economy, market trends, and other conditions affecting the profitability and financial stability of our customers could negatively impact our sales growth and results of operations.
These risks could have a material and adverse impact on our business, results of operations, financial condition, and cash flows. RISKS RELATED TO OUR INDUSTRY Weakness in the economy, market trends, and other conditions affecting the profitability and financial stability of our customers has and could continue to negatively impact our sales growth and results of operations.
Specifically, after any acquisition, customers may choose to diversify their supply chains to reduce reliance on a single supplier for a portion of their metals needs. We may not be able to retain all of our and an acquisition’s customers, which may adversely affect our business and sales.
Specifically, after any business combination, customers may choose to diversify their supply chains to reduce reliance on a single supplier for a portion of their metals needs. We may not be able to retain all of our and an acquisition’s customers, which may adversely affect our business and sales.
See discussion regarding the Ryerson Credit Facility in Note 9: “Debt” of Part II, Item 8 “Financial Statements and Supplementary Data” as well as the discussion within the “Liquidity and Capital Resources” section of Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our future indebtedness may contain covenants more restrictive in certain respects than the restrictions contained in the Ryerson Credit Facility.
See discussion regarding the Ryerson Credit Facility in Note 9: “Debt” and Note 19: "Subsequent Events" of Part II, Item 8 “Financial Statements and Supplementary Data” as well as the discussion within the “Liquidity and Capital Resources” section of Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our future indebtedness may contain covenants more restrictive in certain respects than the restrictions contained in the Ryerson Credit Facility.
Any of these factors could cause customers to idle or close facilities, delay purchases, reduce production levels, or experience reductions in the demand for their own products or services.
Any of these factors have and could cause customers to idle or close facilities, delay purchases, reduce production levels, or experience reductions in the demand for their own products or services.
Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as the Company is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. As of December 31, 2024, total credit availability under the Ryerson Credit Facility was $376 million.
Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as the Company is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. As of December 31, 2025, total credit availability under the Ryerson Credit Facility was $428 million.
Additionally, we may use commodity contracts, foreign exchange contracts, and interest rate swaps to manage our exposure to commodity price risk, foreign currency exchange risk, and interest rate risk. These risk management strategies pose certain risks, including the risk that losses on a hedge position may exceed the amount invested in such instruments.
Additionally, on an as needed basis we use commodity contracts, foreign exchange contracts, and interest rate swaps to manage our exposure to commodity price risk, foreign currency exchange risk, and interest rate risk. These risk management strategies pose certain risks, including the risk that losses on a hedge position may exceed the amount invested in such instruments.
Declines in prices or reductions in sales volumes could adversely impact our ability to maintain our liquidity and to remain in compliance with certain financial covenants under our $1.3 billion revolving credit facility (“the Ryerson Credit Facility”), as well as result in us incurring inventory or goodwill impairment charges.
Declines in prices or reductions in sales volumes could adversely impact our ability to maintain our liquidity and to remain in compliance with certain financial covenants under our revolving credit facility, as amended (“the Ryerson Credit Facility”), as well as result in us incurring inventory or goodwill impairment charges.
In addition, when metal prices decline, this could result in lower selling prices for our products and, as we use existing inventory that we purchased at higher metal prices, lower gross profit margins.
In addition, when metal prices decline, this has resulted in lower selling prices for our products and, as we use existing inventory that we purchased at higher metal prices, lower gross profit margins.
Assuming a consistent level of debt through-out 2024 a 100 basis point increase in the interest rate on our floating rate debt effective from the beginning of the year would increase our interest expense under the Ryerson Credit Facility by approximately $5.8 million, on an annual basis.
Assuming a consistent level of debt through-out 2025 a 100 basis point increase in the interest rate on our floating rate debt effective from the beginning of the year would increase our interest expense under the Ryerson Credit Facility by approximately $6.1 million, on an annual basis.
Five contracts covering 133 employees are currently scheduled to expire in 2025. Certain employee retirement benefit plans are underfunded and the actual cost of those benefits could exceed current estimates, which would require us to fund the shortfall.
Eight contracts covering 162 employees are currently scheduled to expire in 2026. Certain employee retirement benefit plans are underfunded and the actual cost of those benefits could exceed current estimates, which would require us to fund the shortfall.
In particular, although the passage of the Tax Cut and Jobs Act of 2017 reduced the U.S. tax rate to 21%, our future earnings could be negatively impacted by changes in tax legislation including changing tax rates and tax base such as limiting, phasing-out, or eliminating deductions or tax credits, changing rules for earnings repatriations, and changing other tax laws in the U.S. or other countries.
In particular, although the passage of the Tax Cut and Jobs Act of 2017 reduced the U.S. tax rate to 21%, our future earnings could be negatively impacted by changes in tax legislation including changing tax rates and tax base such as limiting, phasing-out, or eliminating deductions or tax credits, changing rules for earnings repatriations, and changing other tax laws in the U.S. or other countries. 19 We are subject to litigation that could strain our resources and distract management.
All of our indebtedness, including the Ryerson Credit Facility, bears interest at rates that fluctuate with changes in certain short-term prevailing interest rates. As of December 31, 2024, we had $470.0 million of outstanding borrowings under the Ryerson Credit Facility, with an additional $376 million available for borrowing under such facility.
All of our indebtedness, including the Ryerson Credit Facility, bears interest at rates that fluctuate with changes in certain short-term prevailing interest rates. As of December 31, 2025, we had $463.2 million of outstanding borrowings under the Ryerson Credit Facility, with an additional $428 million available for borrowing under such facility.
Under the discounted cash flow method, the fair value of each reporting unit is estimated based on expected future economic benefits discounted to a present value at a rate of return commensurate with the risk associated with the investment.
Under the discounted cash flow method, the fair value of each reporting unit is estimated based on expected future economic benefits discounted to a present value at a rate of return commensurate with the risk associated with the investment considering both returns to equity and debt investors.
As of December 31, 2024, our pension plans had an unfunded liability of $52.9 million and our other postretirement benefits plans had an unfunded liability of $31.7 million. Our actual costs for benefits required to be paid may exceed those projected and future actuarial assessments.
As of December 31, 2025, our pension plans had an unfunded liability of $33.1 million and our other postretirement benefits plans had an unfunded liability of $30.7 million. Our actual costs for benefits required to be paid may exceed those projected and future actuarial assessments.
We are subject to litigation that could strain our resources and distract management. From time to time, we are involved in a variety of claims, lawsuits, and other disputes arising in the ordinary course of business. These suits concern issues including product liability, contract disputes, employee-related matters, and personal injury matters.
From time to time, we are involved in a variety of claims, lawsuits, and other disputes arising in the ordinary course of business. These suits concern issues including product liability, contract disputes, employee-related matters, and personal injury matters.
Moreover, a party in a hedging transaction may be unavailable or unwilling to settle our obligations, which could cause us to suffer corresponding losses. A hedging instrument may not be effective in eliminating all of the risks inherent in any particular position. Our profitability may be adversely affected during any period as a result of the use of such instruments.
Moreover, a party in a hedging transaction may be unavailable or unwilling to settle our obligations, which could cause us to suffer corresponding losses. A hedging instrument may not be effective in eliminating all of the risks inherent in any particular position.
Additionally, we have significant assets in China and conduct operations in Mexico. We may from time to time experience losses when the value of the U.S. dollar strengthens against the Canadian dollar, the Chinese renminbi, the Hong Kong dollar, or the Mexican peso, which could have a material adverse effect on our results of operations.
Additionally, we have significant assets in China and conduct operations in Mexico. We have from time to time experienced losses when the value of the U.S. dollar strengthens against the Canadian dollar, the Chinese renminbi, the Hong Kong dollar, or the Mexican peso, which has caused adverse effects on our results of operations in the past and could occur again.
As of December 31, 2024, our total indebtedness under the Ryerson Credit Facility was $470 million and we had $376 million of unused capacity on the facility.
As of December 31, 2025, our total indebtedness under the Ryerson Credit Facility was $463.2 million and we had $428 million of unused capacity on the facility.
Certain of our operations are located outside of the United States, which subjects us to risks associated with international activities. We have certain operations which are located outside of the U.S., in Canada, China, and Mexico.
These risks are not limited to the Olympic Steel Merger and could also apply to our future acquisitions. Certain of our operations are located outside of the United States, which subjects us to risks associated with international activities. We have certain operations which are located outside of the U.S., in Canada, China, and Mexico.
The upgrade or integration of these systems may disrupt our business or lead to operating inefficiencies. In addition, these systems are vulnerable to, among other things, damage or interruption from fire, flood, tornado, and other natural disasters, power loss, computer system and network failures, operator negligence, physical and electronic loss of data, or security breaches and computer viruses.
In addition, these systems are vulnerable to, among other things, damage or interruption from fire, flood, tornado, and other natural disasters, power loss, computer system and network failures, failure of telecommunications or other critical infrastructure, operator negligence, physical and electronic loss of data, or security breaches and computer viruses.
Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social, and governance matters ("ESG"), that could expose us to numerous risks. These rules and regulations may continue to change as the federal administration transitions and the state of California provides further guidance on the state's new climate laws.
Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social, and governance matters ("ESG"), that could expose us to numerous risks. These rules and regulations may continue to change as state-level climate laws evolve.
If we are unable to grow sales or reduce costs, among other actions, to wholly or partially offset the effect on profitability of our pricing actions, our results of operations and financial condition may be adversely affected.
If we are unable to grow sales or reduce costs, among other actions, to wholly or partially offset the effect on profitability of our pricing actions, our results of operations and financial condition may be adversely affected. Changing metals prices have a significant impact on our liquidity, net sales, gross margins, operating income, and net income.
We provide defined benefit pension plans for certain eligible employees and retirees. The performance of the debt and equity markets affect the value of plan assets. A decline in the market value of plan assets may increase the funding requirements for these plans.
The performance of the debt and equity markets affect the value of plan assets. A decline in the market value of plan assets may increase the funding requirements for these plans.
Our North American workforce was comprised of approximately 1,700 office employees and approximately 2,300 plant employees. Sixteen percent of our plant employees were members of various unions, including the United Steel Workers and The International Brotherhood of Teamsters. 16 Eight renewal contracts covering 154 employees were successfully negotiated in 2024.
Our North American workforce was comprised of approximately 1,700 office employees and approximately 2,400 plant employees. Seventeen percent of our plant employees were members of various unions, including the United Steel Workers and The International Brotherhood of Teamsters, as of December 31, 2025. Five renewal contracts covering 145 employees were successfully negotiated in 2025.
Changing metals prices may have a significant impact on our liquidity, net sales, gross margins, operating income, and net income. 12 The metals services industry as a whole is cyclical and, at times, pricing and availability of metal can be volatile due to numerous factors beyond our control, including, but not limited to, general domestic and international economic conditions, labor costs, sales levels, competition, levels of inventory held by other metals service centers, consolidation of metals producers, higher raw material costs for the producers of metals, import duties and tariffs, and currency exchange rates.
The metals services industry as a whole is cyclical and pricing and availability of metal has been volatile in the past and could continue to be volatile due to numerous factors beyond our control, including, but not limited to, general domestic and international economic conditions, labor costs, sales levels, competition, levels of inventory held by other metals service centers, consolidation of metals producers, higher raw material costs for the producers of metals, import duties and tariffs, and currency exchange rates.
Based on Platinum's current voting power of the outstanding capital stock of the Company and the current size of the Board, Platinum has the right to nominate up to two directors pursuant to the Investor Rights Agreement.
Based on Platinum's voting power of the outstanding capital stock of the Company and the size of the Board, as of December 31, 2025, Platinum has the right to nominate one director pursuant to the Investor Rights Agreement.
Significant unanticipated changes in any of these factors may have an adverse effect on our financial condition, results of operations, liquidity, and cash flows. 14 RISKS RELATED TO EXPANSION AND INTERNATIONAL OPERATIONS We may not be able to successfully consummate and complete the integration of future acquisitions, and if we are unable to do so, it could disrupt operations and cause unanticipated increases in costs and/or decreases in revenues and results of operations.
RISKS RELATED TO EXPANSION AND INTERNATIONAL OPERATIONS We may not be able to successfully consummate and complete the integration of future acquisitions, and if we are unable to do so, it could disrupt operations and cause unanticipated increases in costs and/or decreases in revenues and results of operations.
Consequently, changing metals prices could significantly impact our liquidity, net sales, gross margins, operating income, and net income. Unexpected product shortages could negatively impact customer relationships, resulting in an adverse impact on results of operations.
Changing metals prices have negatively impacted our liquidity, net sales, gross margins, operating income, and net income in recent years and could continue to do so it the future. Unexpected product shortages could negatively impact customer relationships, resulting in an adverse impact on results of operations.
Changes in our credit ratings and outlook may reduce access to capital and increase borrowing costs. Our credit ratings are based on a number of factors, including our financial strength and factors outside of our control, such as conditions affecting our industry generally or the introduction of new rating practices and methodologies.
Our credit ratings are based on a number of factors, including our financial strength and factors outside of our control, such as conditions affecting our industry generally or the introduction of new rating practices and methodologies. Our credit rating remained unchanged throughout 2025.
We are subject to cybersecurity risks and other vulnerabilities that could arise with the sophistication and heightened use of artificial intelligence and may incur increasing costs in an effort to minimize those risks. We depend on the proper functioning and availability of our information technology platform, including communications and data processing systems, in operating our business.
We are subject to cybersecurity risks and other vulnerabilities that could arise with the sophistication and heightened use of artificial intelligence and may incur increasing costs in an effort to minimize those risks.
For the year ended December 31, 2024, our top 25 suppliers represented approximately 77% of our purchases. We could be significantly and adversely affected if delivery were disrupted from a major supplier.
The number of available suppliers could be reduced by factors such as industry consolidation and bankruptcies affecting steel and metal producers. For the year ended December 31, 2025, our top 25 suppliers represented approximately 76% of our purchases. We could be significantly and adversely affected if delivery were disrupted from a major supplier.
The onset, duration, and severity of an inflationary period cannot be estimated with precision Poor investment performance or other factors could require us to make significant unplanned contributions to our pension plan and future funding for postretirement employee benefits other than pensions also may require substantial payments from current cash flow.
Poor investment performance or other factors could require us to make significant unplanned contributions to our pension plan and future funding for postretirement employee benefits other than pensions also may require substantial payments from current cash flow. We provide defined benefit pension plans for certain eligible employees and retirees.
RISKS RELATED TO OUR STOCKHOLDER BASE Platinum owns a substantial percentage of our stock and has the right to nominate two members of the Corporation’s board and will be able to exert influence over matters subject to stockholder approval. Platinum owns approximately 3,924,478 shares of our common stock, which is approximately 12.3% of our issued and outstanding common stock.
RISKS RELATED TO OUR STOCKHOLDER BASE Platinum owns a substantial percentage of our stock and, as of December 31, 2025, has the right to nominate one member of the Corporation’s board and will be able to exert influence over matters subject to stockholder approval.
If, for any reason, our primary suppliers of aluminum, carbon steel, stainless steel, or other metals should curtail or discontinue their delivery of such metals in the quantities needed and at prices that are competitive, our business could suffer. The number of available suppliers could be reduced by factors such as industry consolidation and bankruptcies affecting steel and metal producers.
Lead time and the cost of our products could increase if we were to lose one of our primary suppliers. If, for any reason, our primary suppliers of aluminum, carbon steel, stainless steel, or other metals should curtail or discontinue their delivery of such metals in the quantities needed and at prices that are competitive, our business could suffer.
The Federal Reserve has decreased rates in 2024, reducing our interest rate on the Ryerson Credit Facility in the fourth quarter of 2024. If interest rates rise in the future, we could be unable to service our debt, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
If interest rates rise in the future, we could be unable to service our debt, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows. Changes in our credit ratings and outlook may reduce access to capital and increase borrowing costs.
Such excess capacity sometimes results in metal manufacturers in certain countries exporting steel at prices that are lower than prevailing domestic prices and sometimes at or below their cost of production.
Such excess capacity sometimes results in metal manufacturers in certain countries exporting steel at prices that are lower than prevailing domestic prices and sometimes at or below their cost of production. Excessive imports of metal into the U.S. have exerted and may exert in the future, downward pressure on U.S. steel prices which may negatively affect our results of operations.
Difficulties associated with upgrades, installations of major software or hardware, and integration with new systems could have a material adverse effect on results of operations. We could be required to expend substantial resources to upgrade our information systems or integrate them with the systems of companies we have acquired.
Difficulties associated with maintaining legacy systems, upgrades, installations of major software or hardware, and integration with new systems could have a material adverse effect on results of operations.
Since the third quarter of 2021, we have paid regular quarterly cash dividends on our common stock.
We paid cash dividends on our common stock in each quarter of 2025, but any future dividend payments are at the discretion of our Board of Directors. Since the third quarter of 2021, we have paid regular quarterly cash dividends on our common stock.
RISKS RELATED TO REGULATORY AND LEGAL MATTERS We could incur substantial costs related to environmental, health, and safety laws. Our operations are subject to increasingly stringent environmental, health, and safety laws.
Our profitability may be adversely affected during any period as a result of the use of such instruments. 18 RISKS RELATED TO REGULATORY AND LEGAL MATTERS We could incur substantial costs related to environmental, health, and safety laws. Our operations are subject to increasingly stringent environmental, health, and safety laws.
We monitor the risk that the principal markets in which we operate could experience increased inflationary conditions.
We monitor the risk that the principal markets in which we operate could experience increased inflationary conditions. The onset, duration, and severity of an inflationary period cannot be estimated with precision.
Such litigation, if instituted against us, could result in substantial costs and diversion of management's attention and resources, which could materially and adversely affect our business, financial condition, results of operations, and growth prospects.
Such litigation, if instituted against us, could result in substantial costs and diversion of management's attention and resources, which could materially and adversely affect our business, financial condition, results of operations, and growth prospects. 20 There can be no guarantee that our stock price will remain at current levels or that future sales of our common stock will not be at prices lower than those sold to investors.
Therefore, Platinum may be able to influence all matters requiring stockholder approval. For example, Platinum may be able to influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction.
For example, Platinum may be able to influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that our stockholders may believe are in their best interest as stockholders.
Moreover, the Chinese court system does not provide the same property and contract right guarantees as do courts in the U.S. and, accordingly, disputes may be protracted and resolution of claims may result in significant economic loss.
However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. 16 Moreover, the Chinese court system does not provide the same property and contract right guarantees as do courts in the U.S. and, accordingly, disputes may be protracted and resolution of claims may result in significant economic loss.
The Chinese government has exercised and continues to exercise substantial control over the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property, and other matters.
Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property, and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements.
Fluctuations in the value of the U.S. dollar versus the Canadian dollar, Chinese renminbi, the Hong Kong dollar, or the Mexican peso could reduce the value of these assets as reported in our financial statements, which could, as a result, reduce our stockholders’ equity. 15 The Chinese government exerts substantial influence over the manner in which we must conduct our business activities, particularly with regards to the land our facilities are located on.
Fluctuations in the value of the U.S. dollar versus the Canadian dollar, Chinese renminbi, the Hong Kong dollar, or the Mexican peso has in the past reduced the value of these assets as reported in our financial statements, which as a result, reduced our stockholders’ equity in the past and this could occur again in the future.
If the Chinese government decided to terminate our land use rights agreements, our assets could become impaired and our ability to meet customer orders could be impacted. RISKS RELATED TO CYBERSECURITY AND INFORMATION TECHNOLOGY Damage to our information technology infrastructure could harm our business.
The Chinese government could at any point terminate any of the other land use rights that we have and the impact could be significant in the future. RISKS RELATED TO CYBERSECURITY AND INFORMATION TECHNOLOGY Damage to our information technology infrastructure could harm our business.
These systems include software programs that are integral to the efficient operation of our business.
We depend on the proper functioning and availability of our information technology platform, including our communications and data processing systems and those of third parties, in operating our business. These systems include software programs that are integral to the efficient operation of our business.
Refer to Item 1C: "Cybersecurity" for further information on our Cybersecurity processes, policies, and programs. RISKS RELATED TO OPERATING OUR BUSINESS Any significant work stoppages can harm our business. As of December 31, 2024, we employed approximately 4,000 persons in North America and 200 persons in China.
Our competitors may also adopt AI more effectively or efficiently than we do, which could cause competitive harm or otherwise adversely impact or market position. 17 RISKS RELATED TO OPERATING OUR BUSINESS Any significant work stoppages can harm our business. As of December 31, 2025, we employed approximately 4,100 persons in North America and 200 persons in China.
Removed
Excessive imports of metal into the U.S. have exerted and may exert in the future, downward pressure on U.S. steel prices which may negatively affect our results of operations. 13 Lead time and the cost of our products could increase if we were to lose one of our primary suppliers.
Added
Significant unanticipated changes in any of these factors may have an adverse effect on our financial condition, results of operations, liquidity, and cash flows.
Removed
Projected cash flows are discounted to present value using an estimated weighted average cost of capital, which considers both returns to equity and debt investors.
Added
We may be unable to successfully integrate our and Olympic Steel’s businesses in order to realize the anticipated benefits of the Olympic Steel Merger or do so within the intended timeframe. We will be required to devote significant management attention and resources to integrating the business practices and operations of Olympic Steel with our business.
Removed
Our international operations and potential joint ventures may cause us to incur costs and risks that may distract management from effectively operating our North American business, and such operations or joint ventures may not be profitable. We maintain foreign operations in Canada, China, and Mexico.
Added
We may be unable to realize the planned synergies from the Olympic Steel Merger or other benefits in the timeframe that we expect or at all. We continue to assess synergies that we may realize as a combined company, the realization of which will depend on a number of factors.
Removed
International operations are subject to certain risks inherent in conducting business in, and with, foreign countries, including price controls, exchange controls, export controls, economic sanctions, duties, tariffs, limitations on participation in local enterprises, nationalization, expropriation and other governmental action, and changes in currency exchange rates.
Added
The success of the Olympic Steel Merger, including anticipated synergies, benefits, and cost savings, will depend, in part, on our ability to successfully combine and integrate our current operations with Olympic Steel’s business.
Removed
While we believe that our current arrangements with local partners provide us with experienced business partners in foreign countries, events or issues, including disagreements with our partners, may occur that require the attention of our senior executives and may result in expenses or losses that erode the profitability of our foreign operations or cause our capital investments abroad to be unprofitable.
Added
If we experience difficulties with the integration process or other unforeseen costs, the anticipated benefits and cost savings of the Olympic Steel Merger may not be realized fully or at all, or may take longer to realize than expected. The integration planning and implementation process will result in significant costs and divert management attention and resources.
Removed
We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.
Added
These integration matters could have an adverse effect on our 15 combined company for an undetermined period after completion of the Olympic Steel Merger. In addition, the actual benefits of the Olympic Steel Merger could be less than anticipated, or otherwise offset by other factors.
Removed
Regulations related to conflict-free minerals may force us to incur additional expenses and place us at a competitive disadvantage.
Added
Additional difficulties we may encounter as part of the integration process include the following: • the costs of integration and compliance and the possibility that the full benefits anticipated to result from the Olympic Steel Merger will not be realized; • any delay in the integration of management teams, strategies, operations, products, product candidates, and services; • diversion of the attention of each company’s management as a result of the Olympic Steel Merger; • differences in business backgrounds, corporate cultures, and management philosophies that may delay successful integration; • the ability to retain key employees; • the ability to create and enforce uniform standards, controls, procedures, policies, and information systems; • the challenge of integrating complex systems, technology, networks, and other assets of Olympic Steel into ours in a seamless manner that minimizes any adverse impact on customers, suppliers, employees, and other constituencies; • potential unknown liabilities and unforeseen increased expenses or delays associated with the Olympic Steel Merger, including costs to integrate Olympic Steel beyond current estimates; and • the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures, and policies.
Removed
On August 22, 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the SEC adopted new requirements for reporting companies that use certain minerals and metals, known as “conflict minerals”, in their products, regardless of whether or not these products are manufactured by third parties.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeITEM 1C. CYBERSECURITY. We are committed to protecting Company information and the confidential information of our employees, customers, partners, and suppliers. To that end, we have in place various policies, procedures, and processes to identify, assess, manage, and prevent potential cybersecurity risks, and to timely detect the occurrence, and mitigate the effects of cyberattacks and data breaches.
Biggest changeTo that end, we have in place various policies, procedures, and processes to identify, assess, manage, and prevent potential cybersecurity risks, and to timely detect the occurrence, and mitigate the effects of such risks, including from cyberattacks and data breaches.
As of the date of this report, we are not aware of any material risks from cybersecurity threats, including as a result of any cybersecurity incident, which have materially affected, or are reasonably likely to materially affect, us, our business strategy, our results of operations, or our financial condition. 23
As of the date of this report, we are not aware of any material risks from cybersecurity threats , including as a result of any cybersecurity incident, which have materially affected, or are reasonably likely to materially affect, us, our business strategy, our results of operations, or our financial condition.
In addition to internal resources, we utilize third-party service providers to supplement and maintain our cybersecurity and our information technology systems.
In addition to internal resources, we utilize third-party service providers to supplement and maintain our cybersecurity and our information technology systems. 25
Cybersecurity is a formal component of our overall risk management program, and our management, including our Chief Information Officer, regularly update the Audit Committee of the Board of Directors on the status of our cybersecurity program.
Governance Cybersecurity is a formal component of our overall risk management program, and our management, including our Chief Information Officer ("CIO") , regularly update the Audit Committee of the Board of Directors on the status of our cybersecurity program.
Our Chief Information Officer ("CIO"), who has more than 25 years of information security and cybersecurity experience, manages cybersecurity, and oversees a team of dedicated cybersecurity personnel with various experience and certifications in information security and cybersecurity.
Our Director, Cybersecurity and Compliance, who has more t han 13 years of i nformation security and cybersecurity experience, manages cybersecurity, and oversees a team of dedicated cybersecurity personnel with various experience and certifications in information security and cybersecurity.
Added
ITEM 1C. CYBERSECURITY. Risk Management and Strategy We are committed to protecting Company information and the confidential information of our employees, customers, partners, and suppliers.

Item 2. Properties

Properties — owned and leased real estate

7 edited+0 added−0 removed2 unchanged
Biggest changeITEM 2. PR OPERTIES. As of December 31, 2024, the Company’s facilities are set forth below: Operations in the United States JT Ryerson and its U.S. affiliates maintain ninety-three operational facilities, including nine locations that are dedicated to administration services. All of our metals service center facilities are in good condition and are adequate for JT Ryerson’s existing operations.
Biggest changeITEM 2. PR OPERTIES. As of December 31, 2025, the Company’s facilities are set forth below: Operations in the United States JT Ryerson and its U.S. affiliates maintain ninety operational facilities, one vacated facility, and one facility held for sale. Operational facilities include eight locations that are dedicated to administration services.
Location Own/Lease Birmingham, AL Owned Mobile, AL Owned Fort Smith, AR Owned Hickman, AR** Leased Little Rock, AR Leased Phoenix, AZ Leased Cerritos, CA* Leased Fresno, CA (2) Leased Livermore, CA Leased Vernon, CA Owned Commerce City, CO Owned Monroe, CT Owned Waterbury, CT Leased Wilmington, DE Leased Jacksonville, FL Owned Tampa Bay, FL Leased Buford, GA*** Leased Lavonia, GA Leased Norcross, GA Owned Des Moines, IA Owned Eldridge, IA** Leased Marshalltown, IA Owned Chicago, IL (Headquarters)* Leased Downers Grove, IL* Leased Elgin, IL Leased Lisle, IL* Leased Loves Park, IL Leased Montgomery, IL*** Leased University Park, IL Leased Burns Harbor, IN Owned Indianapolis, IN Owned Portage, IN** Owned Richmond, IN*** Leased Shelbyville, KY** Leased Shreveport, LA Owned St.
Location Own/Lease Birmingham, AL Owned Mobile, AL Owned Fort Smith, AR Owned Hickman, AR** Leased Little Rock, AR Leased Phoenix, AZ Leased Cerritos, CA* Leased Fresno, CA (2) Leased Livermore, CA Leased Vernon, CA Owned Commerce City, CO Owned Monroe, CT Owned Waterbury, CT Leased Wilmington, DE Leased Jacksonville, FL Owned Tampa Bay, FL Leased Buford, GA*** Leased Lavonia, GA Leased Norcross, GA Owned Des Moines, IA Owned Eldridge, IA** Leased Marshalltown, IA Owned Chicago, IL (Headquarters)* Leased Downers Grove, IL* Leased Elgin, IL Leased Loves Park, IL Leased Montgomery, IL*** Leased University Park, IL Leased Burns Harbor, IN Owned Indianapolis, IN Owned Portage, IN** Owned Richmond, IN*** Leased Shelbyville, KY** Leased Shreveport, LA Owned St.
Rose, LA Owned Devens, MA Owned Grand Rapids, MI* Leased Lansing, MI Leased Minneapolis, MN Leased Plymouth, MN Owned Maryland Heights, MO Leased North Kansas City, MO Leased Jackson, MS Owned Charlotte, NC Owned 24 Greensboro, NC (2) Owned Pikeville, NC Leased Winston-Salem, NC* Leased Youngsville, NC Leased Omaha, NE Owned Dover, NH Leased Las Vegas, NV Leased Lancaster, NY Leased Cincinnati, OH Owned Columbus, OH Leased Hamilton, OH* Leased Hilliard, OH Leased Stow, OH*** Leased Streetsboro, OH Leased Strongsville, OH Leased Oklahoma City, OK Leased Tulsa, OK Leased Ambridge, PA** Leased North Huntingdon, PA Owned Charleston, SC** Owned Greenville, SC Owned Wellford, SC Owned Chattanooga, TN Owned Knoxville, TN* Leased Memphis, TN Leased Arlington, TX*** Leased Dallas, TX Leased El Paso, TX Leased Houston, TX*** Owned Houston, TX*** Leased Houston, TX (2) Leased McAllen, TX Leased Salt Lake City, UT Leased Pounding Mill, VA Leased Richmond, VA Leased Centralia, WA Leased Spokane, WA Leased Vancouver, WA* Leased Green Bay, WI Owned Green Bay, WI Leased Hammond, WI Leased Milwaukee, WI Leased Milwaukee, WI Owned Schofield, WI Owned Wausau, WI Owned * Office space only ** Processing centers ***Toll Processing centers 25 Operations in Canada Ryerson Canada, a wholly-owned indirect Canadian subsidiary of Ryerson Holding, has nine operational facilities and one facility held for sale in Canada.
Rose, LA Owned Devens, MA Owned Grand Rapids, MI* Leased Lansing, MI Leased Minneapolis, MN Leased Plymouth, MN Owned Maryland Heights, MO Leased North Kansas City, MO Leased Jackson, MS Owned Charlotte, NC Owned 26 Greensboro, NC (2) Owned Pikeville, NC Leased Winston-Salem, NC* Leased Youngsville, NC Leased Omaha, NE Owned Dover, NH Leased Las Vegas, NV Leased Lancaster, NY Leased Cincinnati, OH Owned Columbus, OH Leased Hamilton, OH* Leased Hilliard, OH Leased Stow, OH*** Leased Streetsboro, OH Leased Strongsville, OH Leased Oklahoma City, OK Leased Tulsa, OK Leased Ambridge, PA** Leased North Huntingdon, PA Owned/Vacated Charleston, SC** Owned Greenville, SC Owned Wellford, SC Owned Chattanooga, TN Owned Knoxville, TN* Leased Memphis, TN Leased Arlington, TX*** Leased Dallas, TX Leased El Paso, TX Leased Houston, TX*** Owned Houston, TX*** Leased Houston, TX (2) Leased McAllen, TX Leased Salt Lake City, UT Leased Pounding Mill, VA Leased Richmond, VA Leased Centralia, WA Leased Spokane, WA Leased Vancouver, WA* Leased Green Bay, WI Owned Green Bay, WI Leased/Vacated Hammond, WI Leased Milwaukee, WI (2) Owned Schofield, WI Owned Wausau, WI Owned * Office space only ** Processing centers ***Toll Processing centers 27 Operations in Canada Ryerson Canada, a wholly-owned indirect Canadian subsidiary of Ryerson Holding, has eight operational facilities and one facility held for sale in Canada.
All of the metals service center facilities are in good condition and are adequate for Ryerson Canada’s existing and anticipated operations. Five facilities are leased. The lease terms expire at various times through 2032.
All of the metals service center facilities are in good condition and are adequate for Ryerson Canada’s existing and anticipated operations. Four facilities are leased. The lease terms expire at various times through 2032.
For information concerning legal proceedings as of December 31, 2024, please refer to Note 12: Commitments and Contingencies in the notes to the consolidated financial statements included in Part II, Item 8 of this Report on Form 10-K, which is incorporated into this item by reference. ITEM 4. MINE SAF ETY DISCLOSURES. Not applicable. 26 PART II
For information concerning legal proceedings as of December 31, 2025, please refer to Note 12: Commitments and Contingencies in the notes to the consolidated financial statements included in Part II, Item 8 of this Report on Form 10-K, which is incorporated into this item by reference. ITEM 4. MINE SAF ETY DISCLOSURES. Not applicable. 28 PART II
Location Own/Lease Calgary, AB Owned Edmonton, AB Owned Richmond, BC Owned Winnipeg, MB Owned Winnipeg, MB Leased Saint John, NB Owned/Vacated Brampton, ON Leased Burlington, ON (includes Canadian Headquarters) Leased Mississauga, ON Leased Vaudreuil, QC Leased Operations in China Ryerson China, an indirect wholly-owned subsidiary of Ryerson Holding, has four service and processing centers in China, in Guangzhou, Dongguan, Kunshan, and Tianjin, performing coil processing, sheet metal fabrication, and plate processing.
Location Own/Lease Calgary, AB Owned Edmonton, AB Owned Richmond, BC Owned Winnipeg, MB Owned Winnipeg, MB Leased Saint John, NB Owned/Vacated Brampton, ON Leased Mississauga, ON Leased Vaudreuil, QC Leased Operations in China Ryerson China, an indirect wholly-owned subsidiary of Ryerson Holding, has three service and processing centers in China, in Guangzhou, Kunshan, and Tianjin, performing coil processing, sheet metal fabrication, and plate processing.
Approximately 65% of these facilities are leased. The lease terms expire at various times through 2043. JT Ryerson’s properties and facilities are adequate to serve its present and anticipated needs.
All of our metals service center facilities are in good condition and are adequate for JT Ryerson’s existing operations. Approximately 64% of these facilities are leased. The lease terms expire at various times through 2045. JT Ryerson’s properties and facilities are adequate to serve its present and anticipated needs.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWhile there is no nationally-recognized industry index consisting of metals service center companies, Ryerson considers its Peer Group to consist of Reliance Steel & Aluminum Co., Olympic Steel Inc., and Worthington Steel, Inc., each of which has securities listed for trading on the NASDAQ; Russel Metals Inc., which has securities listed for trading on the Toronto Stock Exchange; and Klöckner & Co SE., which has securities listed for trading on the XETRA Frankfurt Stock Exchange.
Biggest changeWhile there is no nationally-recognized industry index consisting of metals service center companies, Ryerson considers its Peer Group to consist of Reliance Steel & Aluminum Co., and Worthington Steel, Inc., each of which has securities listed for trading on the NASDAQ; Russel Metals Inc., which has securities listed for trading on the Toronto Stock Exchange; and Klöckner & Co SE., which has securities listed for trading on the XETRA Frankfurt Stock Exchange; and until its acquisition by Ryerson on February 13, 2026, Olympic Steel Inc., which had securities listed for trading on the NASDAQ.
The declaration and payment of cash dividends on our common stock in the future, whether at current levels or at all, will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions, including under the Ryerson Credit Facility, and other factors deemed relevant by our Board of Directors. 27 Performance Graph The following graph and accompanying table show the cumulative total return to stockholders of Ryerson Holding’s common stock relative to the cumulative total returns of the S&P 500 and a metals service center peer group (the “Peer Group”).
The declaration and payment of cash dividends on our common stock in the future, whether at current levels or at all, will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions, including under the Ryerson Credit Facility, and other factors deemed relevant by our Board of Directors. 29 Performance Graph The following graph and accompanying table show the cumulative total return to stockholders of Ryerson Holding’s common stock relative to the cumulative total returns of the S&P 500 and a metals service center peer group (the “Peer Group”).
The chart below includes Worthington Industries, Inc. data for December 31, 2019 through November 30, 2023 and Worthington Steel, Inc. data thereafter, with returns and market capitalization weighted for each respective period. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
The chart below includes Worthington Industries, Inc. data for December 31, 2020 through November 30, 2023 and Worthington Steel, Inc. data thereafter, with returns and market capitalization weighted for each respective period. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock Our common stock has been listed on the New York Stock Exchange under the symbol “RYI” and was first traded on August 13, 2014.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “RYI” and was first traded on August 13, 2014.
Dividend Policy We paid cash dividends on our common stock of $0.1875 in each quarter of 2024.
Dividend Policy We paid cash dividends on our common stock of $0.1875 in each quarter of 2025.
Holders As of February 14, 2025, there were 7 stockholders of record of our common stock. Because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these record holders.
Holders As of February 18, 2026, there were 8 stockholders of record of our common stock. Because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these record holders.
The graph tracks the performance of a $100 investment in each of the indices (with reinvestment of dividends) from December 31, 2019 to December 31, 2024.
The graph tracks the performance of a $100 investment in each of the indices (with reinvestment of dividends) from December 31, 2020 to December 31, 2025.
Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 This graph is not deemed to be “filed” with the Securities and Exchange Commission (the "SEC") or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (“the Exchange Act”), and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Exchange Act. 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 Ryerson Holding $ 100.00 $ 113.29 $ 217.77 $ 257.23 $ 299.90 $ 171.83 S&P 500 $ 100.00 $ 117.56 $ 150.55 $ 124.05 $ 154.89 $ 191.46 Peer Group $ 100.00 $ 107.92 $ 142.70 $ 161.67 $ 228.00 $ 219.95 28 Purchases of Equity Securities by the Issuer and Affiliated Purchasers On August 3, 2022, the Board of Directors authorized a new $75 million share repurchase program after the exhaustion of the previous share repurchase program.
Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 This graph is not deemed to be “filed” with the Securities and Exchange Commission (the "SEC") or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (“the Exchange Act”), and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Exchange Act. 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Ryerson Holding $ 100.00 $ 182.08 $ 215.07 $ 250.75 $ 143.67 $ 195.06 S&P 500 $ 100.00 $ 128.21 $ 105.37 $ 131.95 $ 163.47 $ 191.17 Peer Group $ 100.00 $ 130.54 $ 151.55 $ 220.01 $ 217.11 $ 238.69 30 Purchases of Equity Securities by the Issuer and Affiliated Purchasers On August 3, 2022, the Board of Directors authorized a new $75 million share repurchase program after the exhaustion of the previous share repurchase program.
There were no share repurchases made during the fourth quarter of 2024. Recent Sale of Unregistered Securities and Use of Proceeds None. ITEM 6. R ESERVED. 29
As of December 31, 2025, $38.4 million remains outstanding under the share repurchase program. There were no share repurchases made during the year-ended December 31, 2025. Recent Sale of Unregistered Securities and Use of Proceeds None. ITEM 6. R ESERVED. 31
Removed
During the year ended December 31, 2024, we repurchased 2,526,467 shares at an average cost of $20.18 per share, or $51.0 million in total. Following the $50.0 million increase in the share repurchase program on July 30, 2024, we have repurchased $25.2 million in shares and $38.4 million remains outstanding as of December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

82 edited+40 added−39 removed51 unchanged
Biggest changeOperating expenses include costs related to warehousing and distributing our products as well as selling, general, and administrative expenses. 33 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, 2024 % of Net Sales Year Ended December 31, 2023 % of Net Sales Net sales $ 4,598.7 100.0 % $ 5,108.7 100.0 % Cost of materials sold 3,764.5 81.9 4,087.1 80.0 Gross profit 834.2 18.1 1,021.6 20.0 Warehousing, delivery, selling, general, and administrative expenses 801.2 17.4 793.5 15.5 Gain on insurance settlement (1.6 ) — — — Restructuring and other charges 3.1 0.1 — — Operating profit 31.5 0.7 228.1 4.5 Other expenses (38.9 ) (0.8 ) (34.4 ) (0.7 ) Income (loss) before income taxes (7.4 ) (0.2 ) 193.7 3.8 Provision (benefit) for income taxes (0.1 ) — 47.3 0.9 Net income (loss) (7.3 ) (0.2 ) 146.4 2.9 Less: Net income attributable to noncontrolling interest 1.3 — 0.7 — Net income (loss) attributable to Ryerson Holding Corporation $ (8.6 ) (0.2 )% $ 145.7 2.9 % Basic earnings (loss) per share $ (0.26 ) $ 4.17 Diluted earnings (loss) per share $ (0.26 ) $ 4.10 34 The following charts show the Company’s percentage of sales by major product line for 2024 and 2023: Comparison of the year ended December 31, 2024 with the year ended December 31, 2023 Net Sales Year Ended December 31, Dollar Percentage 2024 2023 change change ($ in millions) Net sales $ 4,598.7 $ 5,108.7 $ (510.0 ) (10.0 )% Year Ended December 31, Tons Percentage 2024 2023 change change (in thousands) Tons sold 1,937 1,943 (6 ) (0.3 )% Year Ended December 31, Price Percentage 2024 2023 change change Average selling price per ton sold $ 2,374 $ 2,629 $ (255 ) (9.7 )% Revenue for the year ended December 31, 2024, decreased from the same period a year ago due to lower average selling prices caused by lower commodity prices in 2024 due to the effects of contracting industrial manufacturing demand.
Biggest changeOperating expenses include costs related to warehousing and distributing our products as well as selling, general, and administrative expenses. 36 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 $ 4,571.3 100.0 % $ 4,598.7 100.0 % Cost of materials sold 3,789.1 82.9 3,764.5 81.9 Gross profit 782.2 17.1 834.2 18.1 Warehousing, delivery, selling, general, and administrative expenses 809.6 17.7 801.2 17.4 Gain on insurance settlement — — (1.6 ) — Impairment charges on assets 3.4 0.1 — — Restructuring and other charges — — 3.1 0.1 Operating profit (loss) (30.8 ) (0.7 ) 31.5 0.7 Other expenses (40.4 ) (0.9 ) (38.9 ) (0.8 ) Loss before income taxes (71.2 ) (1.6 ) (7.4 ) (0.2 ) Benefit for income taxes (16.1 ) (0.4 ) (0.1 ) — Net loss (55.1 ) (1.2 ) (7.3 ) (0.2 ) Less: Net income attributable to noncontrolling interest 1.3 — 1.3 — Net loss attributable to Ryerson Holding Corporation $ (56.4 ) (1.2 )% $ (8.6 ) (0.2 )% Basic loss per share $ (1.76 ) $ (0.26 ) Diluted loss per share $ (1.76 ) $ (0.26 ) 37 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 2025 2024 change change ($ in millions) Net sales $ 4,571.3 $ 4,598.7 $ (27.4 ) (0.6 )% Year Ended December 31, Tons Percentage 2025 2024 change change (in thousands) Tons sold 1,947 1,937 10 0.5 % Year Ended December 31, Price Percentage 2025 2024 change change Average selling price per ton sold $ 2,348 $ 2,374 $ (26 ) (1.1 )% 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.
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 low fixed cost structure in times of increasing sales volume, have a significant impact on our profitability.
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.
During 2024, LIFO income was $53 million related to decreases in pricing for all product lines, with the largest impact from the carbon and stainless products, slightly offset by the liquidation of older LIFO layers for stainless products that were at a net higher 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.
A lack of recovery or further deterioration in market conditions, a trend of weaker than expected financial performance in our business, or a lack of recovery or further 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.
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.
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 41 and postretirement expense.
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.
Total liquidity does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with GAAP and total liquidity is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements.
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.
In making this determination, we analyze, among other things, our recent history of earnings, the nature and timing of reversing book-tax temporary differences, tax planning strategies, and future income. As of December 31, 2024, the Company had a valuation allowance of $4 million.
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.
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 42 value in an orderly transaction between market participants.
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.
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.
The Company’s ongoing assessments of the more 45 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.
Ryerson’s 2024 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 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.
Discussions of 2022 items and year-over-year comparisons between 2023 and 2022 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, 2023.
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.
If these estimates or their related assumptions for commodity prices and demand change in the future, we may be required to record impairment charges for these assets. Based on the impairment test performed on October 1, 2024, the Company concluded that the fair value of the reporting units tested for impairment exceeded the carrying value.
If these estimates or their related assumptions for commodity prices and demand change in the future, we may be required to record impairment 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.
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.
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.
Management uses these metrics to assess year-over-year performance excluding non-recurring transactions. Adjusted net income (loss) and adjusted diluted earnings (loss) per share do not represent, and should not be used as a substitute for, net income (loss) or earnings (loss) per share determined in accordance with GAAP.
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.
Ryerson’s financial strategy includes a focus on generating cash from operating activities and continuously improving a “through the cycle” operating model to maintain a strong balance sheet, re-invest in the growth of the business, and generate returns to shareholders.
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.
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 13% and as such it was determined that no impairment existed.
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.
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. • We used a WACC of 16.5% based upon market participants assumptions.
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.
Our net debt (defined as total debt less cash and cash equivalents) was $440 million and $382 million at December 31, 2024 and December 31, 2023, respectively. Total liquidity and net debt are not U.S. generally accepted accounting principles (“GAAP”) financial measures. We believe that total 37 liquidity provides additional information for measuring our ability to fund our operations.
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.
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. Affiliates of Platinum Equity, LLC (“Platinum”) own approximately 3,924,478 shares of our common stock, which is approximately 12.3% of our issued and outstanding common stock.
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.
For further information, see Note 9: Debt in Part II, Item 8 – Financial Statements and Supplementary Data. Pension Funding The Company made contributions of $10.9 million in 2024, $8.8 million in 2023, and $6.8 million in 2022 to improve the Company’s pension plans funded status. At December 31, 2024, as reflected in Part II.
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.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-over-year comparisons between 2024 and 2023.
This section of this Form 10-K generally discusses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024.
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 is closing and operations are moving to a new facility in University Park, IL.
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 40 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.
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 approximately 5% of the excess fair value over the carrying value of the reporting unit.
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%.
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.
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.
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. 40 Income Tax Payments The Company made income tax payments of $10.3 million in 2024, $6.2 million in 2023, and $176.9 million in 2022.
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.
We had a debt-to-capitalization ratio of 36% and 32% at December 31, 2024 and at December 31, 2023, respectively. We had total liquidity (defined as cash and cash equivalents, and availability under the Ryerson Credit Facility and foreign debt facilities) of $451 million at December 31, 2024 versus $656 million at December 31, 2023.
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.
As of the date of our quantitative assessment, $159.8 million of goodwill resides at the U.S. reporting unit, which represents the majority of the Company's goodwill balance.
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.
Item 8, Financial Statements and Supplementary Data, Note 10, pension liabilities exceeded plan assets by $52.9 million. The Company anticipates that it will have a minimum required pension contribution of approximately $15.2 million in 2025 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.
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.
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 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.
At the request of our customers, we have entered into swaps in order to mitigate our customers’ risk of volatility in the price of metals 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.
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.
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. Inventory valuation : Our inventories are stated at the lower of cost or market.
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.
As of December 31, 2024, the valuation allowance continues to be related to U.S. federal tax credit deferred tax assets and foreign tax assets.
As of December 31, 2025, the valuation allowance continues to be related to U.S. federal foreign tax credits and foreign tax assets.
Below is a reconciliation of cash and cash equivalents to total liquidity: December 31, 2024 December 31, 2023 December 31, 2022 (In millions) Cash and cash equivalents $ 28 $ 54 $ 39 Availability under Ryerson Credit Facility and foreign debt facilities 423 602 870 Total liquidity $ 451 $ 656 $ 909 Below is a reconciliation of total debt to net debt: December 31, 2024 December 31, 2023 December 31, 2022 (In millions) Total debt $ 468 $ 436 $ 367 Less: cash and cash equivalents (28 ) (54 ) (39 ) Net debt $ 440 $ 382 $ 328 Of the total cash and cash equivalents, as of December 31, 2024, $13.4 million was held in subsidiaries outside the U.S. that is deemed to be permanently reinvested.
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 $ 27 $ 28 $ 54 Availability under Ryerson Credit Facility and foreign debt facilities 475 423 602 Total liquidity $ 502 $ 451 $ 656 Below is a reconciliation of total debt to net debt: December 31, 2025 December 31, 2024 December 31, 2023 (In millions) Total debt $ 463 $ 468 $ 436 Less: cash and cash equivalents (27 ) (28 ) (54 ) Net debt $ 436 $ 440 $ 382 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.
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 resulting from the termination of the Ryerson Canada Bargaining Unit Pension Plan.
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.
To provide greater insight into the Company’s 2024 operating trends apart from the year’s one-time transactions, Ryerson provides adjusted net income (loss) and adjusted diluted earnings (loss) per share figures, which are not U.S. generally accepted accounting principles (“GAAP”) financial measures, to compliment the reported GAAP net income (loss) and diluted earnings (loss) per share figures.
This compares to net loss attributable to Ryerson Holding Corporation of $8.6 million, or $0.26 per diluted share, in 2024. 34 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.
(Dollars and shares in millions, except per share data) 2024 2023 Net income (loss) attributable to Ryerson Holding Corporation $ (8.6 ) $ 145.7 Gain on insurance settlement (1.6 ) — Restructuring and other charges 3.1 — Pension settlement loss 2.1 — Benefit plan curtailment gain (0.3 ) (0.8 ) Provision (benefit) for income taxes (0.8 ) 0.2 Adjusted net income (loss) attributable to Ryerson Holding Corporation $ (6.1 ) $ 145.1 Diluted earnings (loss) per share $ (0.26 ) $ 4.10 Adjusted diluted earnings (loss) per share $ (0.18 ) $ 4.08 Shares outstanding - diluted 33.2 35.6 Ryerson generated cash from operating activities of $204.9 million in 2024, a decrease compared to $365.1 million generated in 2023.
(Dollars and shares in millions, except per share data) 2025 2024 Net loss attributable to Ryerson Holding Corporation $ (56.4 ) $ (8.6 ) Gain on insurance settlement (1.0 ) (1.6 ) Gain on litigation settlement (1.9 ) — Restructuring and other charges — 3.1 Advisory services fees 7.8 — Impairment charges on assets 3.4 — Pension settlement loss — 2.1 Benefit plan curtailment gain — (0.3 ) Benefit for income taxes (2.1 ) (0.8 ) Adjusted net loss attributable to Ryerson Holding Corporation $ (50.2 ) $ (6.1 ) Diluted loss per share $ (1.76 ) $ (0.26 ) Adjusted diluted loss per share $ (1.56 ) $ (0.18 ) Shares outstanding - diluted 32.1 33.2 Ryerson generated cash from operating activities of $87.0 million in 2025, a decrease compared to $204.9 million generated in 2024.
The calculation of other postretirement benefit obligations requires the use of a number of assumptions, including the assumed discount rate between 4.40% and 5.69% at December 31, 2024 for measuring future payment obligations. A decrease in the weighted average discount rate of 50 basis points would increase the postretirement benefit liability by approximately $1 million.
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.
Total debt outstanding as of December 31, 2024 consisted of the following amounts: $470.0 million borrowings under the Ryerson Credit Facility, $0.7 million of foreign debt, less $3.3 million of unamortized debt issuance costs. Availability under the Ryerson Credit Facility was $376 million and $560 million at December 31, 2024 and December 31, 2023, respectively.
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.
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. 30 Throughout 2024, indicators in the key steel industry end markets reported contraction in industrial activity.
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. 32 In 2025, indicators for key steel industry end markets reported contraction in industrial activity momentum but output improvement relative to the previous year.
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.
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.
Deferred Tax Amounts At December 31, 2024, the Company had a net deferred tax liability of $129 million comprised primarily of a deferred tax asset of $13 million related to pension liabilities, a deferred tax asset related to postretirement benefits other than pensions of $8 million, deferred tax assets of $11 million related to state, local, and foreign tax loss carryforwards, $93 million related to operating lease liabilities, $19 million of other deferred taxes relating to accrued compensation and other items, $11 million of interest limitation carryforward, and $7 million of federal net operating loss carryforward, offset by a valuation allowance of $4 million and deferred tax liabilities of $91 million related to fixed assets, $101 million related to inventory, $87 million related to operating lease assets, and $8 million related to intangibles.
The Company has placed orders for $22 million under these obligations as of December 31, 2025. 44 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.
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.
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.
Compared to the year ago period, average selling price decreased for all of our product lines in 2024 with the largest decreases in our stainless flat, stainless long, carbon plate, and stainless plate products.
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.
Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders.
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.
During 2023, LIFO income was $98 million related to decreases in pricing for all product lines, with the largest impact from carbon products, slightly offset by the liquidation of older LIFO layers for stainless products that were at a net higher cost.
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.
After adjusting for these non-core business transactions and the related income taxes, the adjusted net loss attributable to Ryerson Holding Corporation for 2024 is $6.1 million, a decrease of $151.2 million compared to the prior year’s adjusted net income attributable to Ryerson Holding Corporation of $145.1 million which included a $0.8 million curtailment gain related to various retirement benefit plans and related income taxes.
After adjusting for these non-core business transactions and the related income taxes, the adjusted net loss attributable to Ryerson Holding Corporation for 2025 is $50.2 million, $44.1 million lower than the prior year’s adjusted net loss attributable to Ryerson Holding Corporation of $6.1 million which included a restructuring charge of $3.1 million, a pension settlement loss of $2.1 million, a $1.6 million gain on an insurance settlement, a $0.3 million curtailment gain related to various retirement benefit plans, and the related income tax benefit.
Other Expenses Year Ended December 31, 2024 2023 $ % of Net Sales $ % of Net Sales Dollar change Percentage change ($ in millions) Interest and other expense on debt $ (43.0 ) (0.9 )% $ (34.7 ) (0.7 )% $ (8.3 ) 23.9 % Other income and (expense), net $ 4.1 0.1 % $ 0.3 — $ 3.8 1,266.7 % Interest and other expense on debt increased in 2024 compared to 2023 primarily due to a higher level of borrowings outstanding under our $1.3 billion revolving credit facility (“the Ryerson Credit Facility”).
Other Expenses Year Ended December 31, 2025 2024 $ % of Net Sales $ % of Net Sales Dollar change Percentage change ($ in millions) Interest and other expense on debt $ (38.9 ) (0.9 )% $ (43.0 ) (0.9 )% $ 4.1 (9.5 )% Other income and (expense), net $ (1.5 ) — $ 4.1 0.1 % $ (5.6 ) (136.6 )% 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 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.
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.
According to the Metal Service Center Institute, North American service center volumes decreased by 3.0% in 2024 compared to 2023. On a North American basis, Ryerson's North American volumes declined 1.0% over the same period.
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.
We had cash and cash equivalents of $27.7 million at December 31, 2024, compared to $54.3 million at December 31, 2023. Our total debt outstanding at December 31, 2024 increased to $467.4 million compared to $436.5 million of total debt outstanding at December 31, 2023.
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.
Specific plans for reinvestment include funding for future international acquisitions and funding of existing international operations. 38 The following table summarizes the Company’s cash flows: Year Ended December 31, 2024 2023 (In millions) Net income (loss) $ (7.3 ) $ 146.4 Depreciation and amortization 77.6 62.5 Deferred income taxes (9.8 ) 16.8 Non-cash (gain) loss from derivatives 7.8 (11.3 ) Change in operating assets and liabilities: Receivables 40.0 67.9 Inventories 119.9 28.8 Accounts payable (5.6 ) 24.8 Tenant improvement allowance — 15.9 Other operating asset and liability balances (33.9 ) 0.8 All other operating cash flows 16.2 12.5 Net cash provided by operating activities 204.9 365.1 Acquisitions (44.1 ) (137.8 ) Capital expenditures (99.6 ) (121.9 ) Other investing activities 1.0 (2.4 ) Net cash used in investing activities (142.7 ) (262.1 ) Net proceeds from short-term borrowings 31.7 69.8 Net decrease in book overdrafts (25.5 ) (7.1 ) Dividends paid to shareholders (24.8 ) (24.8 ) Share repurchases (51.0 ) (113.9 ) All other financing cash flows (17.2 ) (12.3 ) Net cash used in financing activities (86.8 ) (88.3 ) Effect of exchange rates on cash and cash equivalents (1.5 ) 0.2 Net increase (decrease) in cash and cash equivalents $ (26.1 ) $ 14.9 Operating activities.
Specific plans for reinvestment include funding for future international acquisitions and funding of existing international operations. 42 The following table summarizes the Company’s cash flows: Year Ended December 31, 2025 2024 (In millions) Net loss $ (55.1 ) $ (7.3 ) Change in operating assets and liabilities: Receivables (35.0 ) 40.0 Inventories 39.5 119.9 Accounts payable 77.9 (5.6 ) Other operating asset and liability balances (13.0 ) (33.9 ) All other operating cash flows 72.7 91.8 Net cash provided by operating activities 87.0 204.9 Acquisitions — (44.1 ) Capital expenditures (51.5 ) (99.6 ) Other investing activities (2.1 ) 1.0 Net cash used in investing activities (53.6 ) (142.7 ) Net proceeds (repayments) of borrowings (5.6 ) 31.7 Net decrease in book overdrafts (1.6 ) (25.5 ) Dividends paid to stockholders (24.1 ) (24.8 ) Share repurchases — (51.0 ) Proceeds from finance lease obligations 5.7 — All other financing cash flows (10.9 ) (17.2 ) Net cash used in financing activities (36.5 ) (86.8 ) Effect of exchange rates on cash and cash equivalents 1.6 (1.5 ) Net change in cash and cash equivalents $ (1.5 ) $ (26.1 ) Operating activities.
Earnings Per Share The changes in earnings (loss) per share are due to the results of operations discussed above as well as having fewer shares outstanding in 2024 after the repurchase of 2,526,467 shares of common stock during 2024.
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. 41 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.
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, 2024, we had outstanding purchase obligations of approximately $15 million expiring in 2025.
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.
On a per ton basis, total operating expenses increased to $414 per ton in 2024 from $408 per ton in 2023. 36 Operating Profit Year Ended December 31, 2024 2023 $ % of Net Sales $ % of Net Sales Dollar change Percentage change ($ in millions) Operating profit $ 31.5 0.7 % $ 228.1 4.5 % $ (196.6 ) (86.2 )% Our operating profit decreased in 2024 compared to 2023 primarily due to the decrease in average selling prices and gross profit and the increase in operating expenses as discussed above.
Operating Profit Year Ended December 31, 2025 2024 $ % of Net Sales $ % of Net Sales Dollar change Percentage change ($ in millions) Operating profit (loss) $ (30.8 ) (0.7 )% $ 31.5 0.7 % $ (62.3 ) (197.8 )% 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.
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. 43 When calculating pension expense for 2024, we assumed the pension plans’ assets would generate a long-term rate of return of 5.95% for the JT Ryerson plan and 3.85% for the Central Steel and Wire Company plan, and between 4.00% and 5.25% for the Canadian plans.
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.
Operating Expenses Year Ended December 31, 2024 2023 $ % of Net Sales $ % of Net Sales Dollar change Percentage change ($ in millions) Warehousing, delivery, selling, general, and administrative expenses $ 801.2 17.4 % $ 793.5 15.5 % $ 7.7 1.0 % Gain on insurance settlement $ (1.6 ) — $ — — $ (1.6 ) (100.0 )% Restructuring and other charges $ 3.1 0.1 % $ — — $ 3.1 100.0 % Warehousing, delivery, selling, general, and administrative expenses increased $7.7 million in 2024 compared to 2023 with $27.8 million of the increase driven by including the expenses of companies acquired during 2023 and 2024 for the full year periods.
Gross Profit Year Ended December 31, 2025 2024 $ % of Net Sales $ % of Net Sales Dollar change Percentage change ($ in millions) Gross profit $ 782.2 17.1 % $ 834.2 18.1 % $ (52.0 ) (6.2 )% 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. 39 Operating Expenses Year Ended December 31, 2025 2024 $ % of Net Sales $ % of Net Sales Dollar change Percentage change ($ in millions) Warehousing, delivery, selling, general, and administrative expenses $ 809.6 17.7 % $ 801.2 17.4 % $ 8.4 1.0 % Gain on insurance settlement $ — — $ (1.6 ) — $ 1.6 (100.0 )% Impairment charges on assets $ 3.4 0.1 % $ — — $ 3.4 100.0 % Restructuring and other charges $ — — $ 3.1 0.1 % $ (3.1 ) 100.0 % 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.
We repurchased $51.0 million of common stock during 2024 compared to $113.9 of common stock repurchased in 2023. 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 $2 million and $12 million, respectively as of December 31, 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.
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.
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.
These key metrics illustrate Ryerson’s financial performance for the full year 2024 compared to 2023: $4.6B 18.1% $(9)M Total Revenues Gross Margin Net Loss Attributable to Ryerson Holding Corporation 10% decrease 190bps decrease $154M decrease $(0.26) $(0.18) $205M Diluted Loss per Share Adjusted Diluted Loss per Share Cash from Operating Activities $4.36 decrease $4.26 decrease $160M decrease A reconciliation of diluted earnings (loss) per share ("EPS") to adjusted diluted EPS is provided below. 31 Lower commodity prices and slower economic conditions in metals markets in 2024 caused lower average selling prices and lower volumes.
These key metrics illustrate Ryerson’s financial performance for the full year 2025 compared to 2024: $4.6B 17.1% $(56)M Total Revenues Gross Margin Net Loss Attributable to Ryerson Holding Corporation 1% decrease 100bps decrease $48M lower $(1.76) $(1.56) $87M 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.
Tons sold decreased slightly in 2024 overall, with the largest decreases in our carbon long, aluminum long, and aluminum plate product lines largely offset by an increase in our carbon flat shipments.
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.
The Company's main source of liquidity to fund working capital requirements is borrowings on our credit facility. In both 2024 and 2023, we increased credit facility borrowings to fund our acquisitions and capital expenditures. Book overdrafts fluctuate based on the timing of payments. Cash dividends of $24.8 million were paid to shareholders in both 2024 and 2023.
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.
Pension expense increases as the expected rate of return on plan assets decreases. Lowering the expected long-term rate of return on plan assets by 50 basis points would have increased 2024 pension expense by approximately $1 million. Future pension obligations for the U.S. plans were discounted using rates between of 5.67% and 5.98% at December 31, 2024.
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.
Working capital requirements decreased in 2023 primarily due to a decline in average selling prices and lower shipments in the fourth quarter of 2023 compared to the fourth quarter of 2022, which resulted in lower sales and the related accounts receivable. Additionally, inventory costs decreased as market prices for metals decreased in 2023, resulting in a lower inventory investment.
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.
Illustrated in the below table, the 2024 net loss attributable to Ryerson Holding Corporation of $8.6 million includes a restructuring charge of $3.1 million, as well as a pension settlement loss of $2.1 million, a $1.6 million gain on an insurance settlement, and a $0.3 million curtailment gain related to various retirement benefit plans, and the related income tax benefit.
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 gain on a litigation settlement, and a $1.0 million gain on an insurance settlement, and the related income tax benefit.
The decrease in cash generation year over year is primarily due to lower net income generation. See further details within the section titled "Liquidity and Capital Resources" within this Item. Industry Developments In February 2025, the U.S. government announced a number of tariffs on imports, including imports on steel and aluminum, from all countries including Canada and Mexico.
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.
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 2043, and finance leases expiring at various times through 2031. The total amount of future lease payments is estimated to be $477 million with $49 million for the next 12 months.
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.
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.
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. 47
Income tax payments in 2024 increased over the prior year partly due to payments made in the current year to cover taxes incurred in the prior period. Otherwise, payments reflect lower pre-tax income year over year. See Part II. Item 8, Financial Statements and Supplementary Data, Note 18: Income Taxes for further discussion.
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 The Company expects to make approximately $471 million in principal payments to satisfy its debt obligations, consisting of $1 million in foreign debt coming due in 2025, and $470 million for the Ryerson Credit Facility coming due in 2027. Please refer to Part II. Item 8, Financial Statements and Supplementary Data, Note 9: Debt for further information.
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.
While Ryerson experienced year-over-year volume declines in Consumer Durables, Oil & Gas, Commercial Ground Transportation, and Industrial Machinery & Equipment, these declines were partially offset by demand growth in HVAC, Food Processing & Agriculture Equipment, Construction Equipment, and Metal Fabrication and Machine Shops.
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.
This is evidenced by the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”), which reported contracting activity in every month of 2024 with readings below the growth threshold of 50, indicating a slowdown in factory activity. Similarly, U.S. Industrial Production, which reports year-over-year industrial sector business output, reported low or slowing growth in output for most of the 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.
Partially offsetting the expense decreases was an increase in reorganization costs in 2024 primarily due to start up costs associated with our new state of the art University Park location as well as system optimization activity.
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.
Material purchases were higher at the end of the fourth quarter of 2023 compared to the fourth quarter of 2022 resulting in an increase in accounts payable in the fourth quarter of 2023. Investing activities. The Company's main investing activities are capital expenditures and acquisitions.
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.
Some countries have threatened retaliatory measures on imports from the U.S. Additionally, tariffs were raised and country specific exemptions and quotas were eliminated under section 232 of the Trade Expansion Act.
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.
Tons sold per ship day were 7,656 in 2024 compared to 7,741 in 2023. 35 Cost of Materials Sold Year Ended December 31, 2024 2023 $ % of Net Sales $ % of Net Sales Dollar change Percentage change ($ in millions) Cost of materials sold $ 3,764.5 81.9 % $ 4,087.1 80.0 % $ (322.6 ) (7.9 )% Year Ended December 31, Dollar Percentage 2024 2023 change change Average cost of materials per ton sold $ 1,943 $ 2,103 $ (160 ) (7.6 )% The decrease in cost of materials sold in 2024 compared to the year ago period is primarily due to a decrease in average cost of materials sold per ton caused by lower commodity prices.
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. 38 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 49 % -5.4 % Aluminum 26 % 10.4 % Stainless steel 24 % -2.9 % Other 1 % Cost of Materials Sold Year Ended December 31, 2025 2024 $ % of Net Sales $ % of Net Sales Dollar change Percentage change ($ in millions) Cost of materials sold $ 3,789.1 82.9 % $ 3,764.5 81.9 % $ 24.6 0.7 % Year Ended December 31, Dollar Percentage 2025 2024 change change Average cost of materials per ton sold $ 1,946 $ 1,943 $ 3 0.2 % 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.
The decrease in the effective tax rate was primarily driven by the impact of a low pretax loss in 2024, which caused recurring permanent differences to have a disproportionate impact on the overall tax rate.
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.
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.
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. 43 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.
The Company expects to pay approximately $28 million of interest on the Ryerson Credit Facility and foreign debt over the next 12 months and $42 million thereafter. Interest payments related to the variable rate debt were estimated using the weighted average interest rate for the respective debt instrument.
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.
The metals service center industry is cyclical and volatile in both demand and pricing, and difficult to predict.
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.
The average cost of materials sold decreased across all of our product lines with the average cost of materials sold for our stainless product lines decreasing more than our other product lines during 2024.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, we had 31,658 tons of hot roll coil swap contracts with a net asset value of $0.9 million, 15,711 tons of aluminum swap contracts with a net liability value of $0.3 million, 298 tons of nickel swap contracts with a net liability value of $0.1 million, 1,319 tons of copper swap contracts with a net liability of $0.7 million, 283,000 gallons of natural gas swap contracts with a net asset value of $0.1 million, and 1,176,000 gallons of diesel fuel swap contracts with a net value of zero.
Biggest changeAs 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.
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, 2024 and December 31, 2023, we have no publicly traded debt.
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.
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, 2024 would increase or decrease the fair value of the foreign currency contracts by $0.1 and $0.2 million, respectively.
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.
As of December 31, 2024, we have no outstanding interest rate swaps. As of December 31, 2024 , 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 2024 by approximately $5.8 million.
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.
The carrying value of our debt was $467.4 million and $436.5 million at December 31, 2024 and December 31, 2023, 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.
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.
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. No derivatives are held for trading purposes.
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.
For the year ended December 31, 2024, the Company recognized a gain of $0.1 million associated with its foreign currency contracts.
For the year ended December 31, 2025, the Company recognized a loss of $0.1 million associated with its foreign currency contracts.
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, 2024, the Company recognized a gain of $7.0 million associated with its metal and energy commodity derivatives.
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.
We had foreign currency contracts with a U.S. dollar notional amount of $1.6 million outstanding at December 44 31, 2024 and a net asset fair value of $0.1 million. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings.
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.
A hypothetical strengthening or weakening of 10% in the commodity and energy prices underlying the derivative contracts from the market rate as of December 31, 2024 would increase or decrease the fair value of the derivative contracts by $6.9 million. 45
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. 48
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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.

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