RYZ US Equity☆

ITEM 1A. RISK FACTORS.

Our business faces many risks. You should carefully consider the risks and uncertainties described below, together with the other information in this report, including the consolidated financial statements and notes to the consolidated financial statements. We cannot assure you that any of the events discussed in the risk factors below will not occur. 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.

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

Any of these events could impair the ability of our customers to make full and timely payments or reduce the volume of products and services these customers purchase from us and could cause increased pressure on our selling prices and terms of sale. We do not expect the cyclical nature of our customer base to change and any downturn in our customers’ industries could reduce our revenues and profitability or a significant or prolonged slowdown in activity in the U.S., Canada, or any other major world economy, or a segment of any such economy, could negatively impact our sales growth and results of operations.

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. 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 expect technological advancements and the increased use of e-commerce solutions within the industry to continue to evolve at a rapid pace. As a result, our ability to effectively compete requires us to respond and adapt to new industry trends and developments, and implement new technology and innovations that may result in unexpected costs or may take longer than expected.

To remain competitive, we must be willing and able to respond to market pressures timely. These pressures, and the implementation, timing, and results of our strategic pricing and other responses, could have a material effect on our sales and profitability. 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.

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. This volatility can significantly affect the availability and cost of materials for us. Our ability to pass on increases in costs in a timely manner depends on market conditions and may result in lower gross margins. In addition, higher prices could impact demand for our products, resulting in lower sales volumes. Moreover, we maintain substantial inventories of metal to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, contracts with customers, and market conditions. Commitments for metal purchases are generally at prevailing market prices in effect at the time orders are placed or at the time of shipment. During periods of rising metal prices, we may be negatively impacted by delays between the time of increases in the cost of metals to us and increases in the prices that we charge for our products if we are unable to pass these increased costs on to our customers. In addition, when metal prices decline, this 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. 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. 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.

Disruptions could occur due to factors beyond our control, including economic downturns, political unrest, port slowdowns, trade issues, including increased export or import duties or trade restrictions, health crises, climate related disruptions, and other factors. Any of the aforementioned items could adversely affect a supplier’s ability to manufacture ordeliver products to us.

Any disruption resulting from these events could cause significant delays in shipments of products or difficulties in obtaining products, any of which may expose us to unanticipated liability or require us to change our business practices in a manner materially adverse to our business, results of operations, and financial condition. For our sources of lower cost products from Asia and other areas of the world, the effect of disruptions is typically increased due to the additional lead time required and distances involved. In addition, we have strategic relationships with a number of vendors. In the event we are unable to maintain those relations, there might be a loss of competitive pricing advantages which could, in turn, adversely affect results of operations.

Changes in customer or product mix could cause our gross margin percentage to decline.

From time to time, we experience changes in customer and product mix that affect gross margin. Changes in customer and product mix result primarily from business acquisitions, changes in customer demand, customer acquisitions, selling and marketing activities, and competition. If rapid growth with lower margin customers occurs, we will face pressure to maintain current gross margins, as these customers receive more discounted pricing due to their higher sales volume. 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. Some of our customers operate in industries that are undergoing consolidation through acquisition and merger activity and some customers have closed as they were unable to compete successfully with overseas competitors. Our facilities are predominately located in the U.S. and Canada. To the extent that our customers cease U.S. operations or relocate to regions in which we do not have a presence, we could lose their business. Acquirers of manufacturing and industrial firms may have suppliers of choice that do not include us, which could impact our customer base and market share.

Global metal overcapacity and imports of metal products into the United States have adversely affected, and may again adversely affect, United States metal prices, which could impact our sales and results of operations.

At times, global metal production capacity may exceed global consumption of metal products. 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.

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 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. If, in the future, we were unable to obtain sufficient amounts of the necessary metals at competitive prices and on a timely basis from our traditional suppliers, we may not be able to obtain such metals from alternative sources at competitive prices to meet our delivery schedules, which could have a material adverse effect on our sales and profitability.

RISKS RELATED TO MARKET AND ECONOMIC VOLATILITY

The volatility of the market could result in a material impairment of goodwill.

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

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

Fluctuations in inflation could result in lower revenues, higher costs, and decreased margins, profits, and earnings. Rapid or significant inflation could increase the costs we incur to procure, process, package, and deliver our metal to customers and we may not be able to increase selling prices to customers at the same rate, resulting in decreased margins and operating profits. 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, we rely on arrangements with third-party shipping and freight companies for the delivery of our products. Freight and shipping costs may increase due to inflation, and any such increases could adversely affect our margins unless we are able to increase selling prices at the same rate.

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.

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. 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 cost of providing pension benefits is also affected by other factors, including interest rates used to measure the required minimum funding levels, the rate of return on plan assets, discount rates used in determining future benefit obligations, future government regulation, and prior contributions to the plans. Significant unanticipated changes in any of these factors may have an adverse effect on our financial condition, results of operations, liquidity, and cash flows.

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.

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. Restrictions contained in the agreements governing the Ryerson Credit Facility, or our other existing or future debt may also inhibit our ability to make certain investments, including acquisitions, and participations in joint ventures.

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

We 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. 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.

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. 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. 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.

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.

Any of these factors could adversely affect each company’s ability to maintain relationships with customers, suppliers, employees, and other constituencies or our ability to achieve the anticipated benefits of the Olympic Steel Merger or could reduce each company’s earnings or otherwise adversely affect our business and financial results. 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. We are subject to the Foreign Corrupt Practices Act (“FCPA”), which generally prohibits U.S. companies and their intermediaries from making corrupt payments or otherwise corruptly giving anything of value to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and requires companies to maintain adequate record-keeping and internal accounting practices. The FCPA applies to covered companies, individual directors, officers, employees, and agents. Under the FCPA, U.S. companies may be held liable for some actions taken by strategic or local partners or representatives. If we or our intermediaries fail to comply with the requirements of the FCPA, governmental authorities in the U.S. could seek to impose civil and/or criminal penalties.

We may be adversely affected by currency fluctuations in the U.S. dollar versus the Canadian dollar, the Chinese renminbi, the Hong Kong dollar, and the Mexican peso.

We have significant operations in Canada which incur the majority of their metal supply costs in U.S. dollars but earn the majority of their sales in Canadian dollars. Additionally, we have significant assets in China and conduct operations in Mexico. We 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. In addition, we are subject to translation risk when we consolidate our Canadian, Chinese, and Mexican subsidiaries’ net assets into our balance sheet. Fluctuations in the value of the U.S. dollar versus the Canadian dollar, Chinese renminbi, the Hong Kong dollar, or the Mexican peso 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.

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.

The Chinese government has exercised and continues to exercise substantial control over the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property, and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

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.

Additionally, there is no private ownership of land in China and all land ownership is held by the government of China, its agencies, and collectives, which issue land use rights that are generally renewable. We lease the land where our Chinese facilities are located from the Chinese government. During 2025, the Chinese government terminated one of our land use rights agreements resulting in impairment of assets and disruptions to our business, the impact of which was not significant to the consolidated financial statements. 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.

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

We 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 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. 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. Security breaches could expose us to a risk of loss or misuse of our sensitive or proprietary information, litigation, and potential liability. In addition, cyber incidents that impact the availability, reliability, speed, accuracy, or other proper functioning of these systems could have a significant impact on our operations, and potentially on our results. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving and sophisticated cyberattacks, including through the use of artificial intelligence. A significant cyber incident, including system failure, security breach, disruption by malware, or other damage could interrupt or delay our operations, result in a violation of applicable privacy and other laws, damage our reputation, cause a loss of customers, or give rise to monetary fines and other penalties, which could be significant. Refer to Item 1C: "Cybersecurity" for further information on our Cybersecurity processes, policies, and programs.

The use or anticipated use of artificial intelligence technologies by us or third parties may increase operational risks or create new or unanticipated operational risks.

Artificial intelligence (“AI”) technologies offer numerous potential benefits, such as creating or increasing operational efficiencies, and we expect the use of AI by us, third parties on our behalf, and other market actors, including our competitors, to increase. However, the deployment of such technologies also poses certain risks, including that they may be misused, or the models or datasets on which those models are trained may be flawed or otherwise may function in an unexpected manner. The speed at which the technology is being adopted, and the uncertainty regarding the scope and details of laws, regulations, or standards governing its use, combined with the growing interest by various legislatures and regulators to address the development and deployment of AI technologies in a manner which may not be consistent across jurisdictions, increases these risks. Any misuse of or flaws in the AI tools we adopt, or regulatory inconsistency in how such tools may be used could adversely impact operations, expose us to legal liability, or cause reputational harm. 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. 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. 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.

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. Under those circumstances, the adjustments required to be made to our recorded liability for these benefits could have a material adverse effect on our results of operations and financial condition and cash payments to fund these plans could have a material adverse effect on our cash flows. We may be required to make substantial future contributions to improve the plan’s funded status.

Any prolonged disruption of our processing centers could harm our business.

We have dedicated processing centers that permit us to produce standardized products in large volumes while maintaining low operating costs. We may suffer prolonged disruption in the operations of any of these facilities, whether due to labor or technical difficulties, destruction, or damage sustained as a result of natural disasters or climate-related events, which could adversely affect our operating results.

If we are unable to retain, attract, and motivate management and key personnel, it may adversely affect our business.

In order to compete and have continued growth, we must attract, retain, and motivate executives and other key employees, including those in managerial, technical, sales, marketing, and support positions. We believe that our success is due, in part, to our experienced management team. Losing the services of one or more members of our management team such as our CEO, Edward J. Lehner, could adversely affect our business and possibly prevent us from improving our operational, financial, and information management systems and controls. We compete to hire employees and then must train them and develop their skills and competencies. In the future, we may need to retain and hire additional qualified sales, marketing, administrative, operating, and technical personnel, and to train and manage new personnel. Our ability to implement our business plan is dependent on our ability to retain, hire, and train a large number of qualified employees each year. Our results of operations could be adversely affected by increased costs due to increased competition for employees, higher employee turnover, or increased employee benefit costs.

Our risk management strategies may result in losses.

From time to time, we may use fixed-price and/or fixed-volume supplier contracts to offset contracts with customers. Some of our existing supply agreements have required minimum purchase quantities. Under adverse economic conditions, those minimums may exceed our needs. Absent exceptions for force majeure and other circumstances affecting the legal enforceability of the agreements, these minimum purchase requirements may compel us to purchase quantities of raw materials that could significantly exceed our anticipated needs or pay damages to the supplier for shortfalls. In these circumstances, we would attempt to negotiate agreements for new purchase quantities. There is a risk, however, that we would not be successful in reducing purchase quantities, either through negotiation or litigation. If that occurred, we would likely be required to purchase more of a particular raw material in a particular year than we need, negatively affecting our results of operations and cash flows.

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. 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.

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. These include laws that impose limitations on the discharge of pollutants into the air and water and establish standards for the treatment, storage, and disposal of regulated materials, and the investigation and remediation of contaminated soil, surface water, and groundwater. Failure to maintain or achieve compliance with these laws or with the permits required for our operations could result in substantial increases in operating costs and capital expenditures. 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. Certain of our facilities are located in industrial areas, have a history of heavy industrial use, and have been in operation for many years and, over time, we and other predecessor operators of these facilities have generated, used, handled, and disposed of hazardous and other regulated wastes. Environmental liabilities could exist, including cleanup obligations at these facilities or at off-site locations where materials from our operations were disposed of, which could result in future expenditures that cannot be currently quantified and which could have a material adverse effect on our financial position, results of operations, or cash flows. Such liabilities may be imposed without regard to fault or the legality of a party’s conduct and may, in certain circumstances, be joint and several. Future changes to environmental, health, and safety laws, including those related to climate change, could result in material liabilities and costs, constrain operations, or make operations more costly for us, our suppliers, and our customers.

In October 2011, the United States Environmental Protection Agency (the “EPA”) named JT Ryerson as one of more than 100 businesses that may be a potentially responsible party for the Portland Harbor Superfund Site. See 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. As the EPA has not yet allocated responsibility for the contamination among the potentially responsible parties, including JT Ryerson, we do not currently have sufficient information available to us to determine whether the Record of Decision will be executed as currently stated, whether and to what extent JT Ryerson may be held responsible for any of the identified contamination, and how much (if any) of the final plan’s costs might ultimately be allocated to JT Ryerson. Therefore, management cannot predict the ultimate outcome of this matter or estimate a range of potential loss at this time.

Environmental, social, and governance matters, and any related reporting obligation may impact our business.

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. Our adherence to these rules and regulations will require additional resources and the implementation of new reporting processes, all entailing additional compliance risk. Moreover, the progress and disclosure of our initiatives within the ESG scope could be criticized for accuracy, adequacy, and completeness, or may not advance at a sufficient pace. If our ESG-related data, processes, and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our sustainability goals, or at all, our reputation, business, financial performance, and growth could be adversely affected.

More broadly, stakeholders have expressed increasing interest in ESG practices and reporting. These stakeholders include, state and foreign governmental authorities, investors and customers, and their focus includes safety, workplace culture, and environmental sustainability matters, such as carbon emissions. An example of increasing customer interest relates to the European Carbon Boarder Adjustment Mechanism (“CBAM”), a regulation that applies to a number of our large, international customers for whom we must provide upstream emissions details. Legislative, regulatory, or other efforts to combat climate change or other environmental concerns could result in future increases in taxes, restrictions on or increases in the costs of supplies, transportation, and utilities, any of which could increase our operating costs and/or necessitate future investments in facilities and equipment. Further, the customers we serve may impose emissions reduction or other environmental standards and requirements. As a result, we may experience increased compliance burdens and costs as well as increased pressure to make commitments, set targets, or establish additional goals and take actions to meet them, which could expose us to market, operational, execution, and reputation costs or risks.

Tax changes could affect our effective tax rate, the value of our deferred tax assets, and future profitability.

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. 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.

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. It is not feasible to predict the outcome of all pending suits and claims, and the ultimate resolution of these matters as well as future lawsuits that could have a material adverse effect on our business, financial condition, results of operations, cash flows, or reputation.

We may face product liability claims that are costly and create adverse publicity.

If any of the products that we sell cause harm to any of our customers, we could be exposed to product liability lawsuits. If we were found liable under product liability claims, we could be required to pay substantial monetary damages. Further, even if we successfully defended ourselves against this type of claim, we could be forced to spend a substantial amount of money in litigation expenses, our management could be required to spend valuable time in the defense against these claims, and our reputation could suffer.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

Our stock price has fluctuated in the past, has recently been volatile, and may be volatile in the future, and as a result, investors in our common stock could incur substantial losses.

We may incur rapid and substantial decreases in our stock price in the foreseeable future that are unrelated to our operating performance or prospects.

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

In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management's attention and resources, which could materially and adversely affect our business, financial condition, results of operations, and growth prospects.

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.

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. Any 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, and other factors deemed relevant by our Board of Directors. Therefore, you should not rely on dividend income from shares of our common stock. For more information, see "Dividend Policy" of Part II, Item 5 "Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities". Your only opportunity to achieve a return on your investment in us may be if the market price of our common stock appreciates and you sell your shares at a profit, but there is no guarantee that the market price for our common stock will ever exceed the price that you pay for our common stock.

Our corporate documents and Delaware law contain provisions that could discourage, delay, or prevent a change in control of the Company.

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult without the approval of our Board of Directors. These provisions:

•

establish a classified Board of Directors so that not all members of our Board of Directors are elected at one time;

•

authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;

•

provide that the Board of Directors is expressly authorized to make, alter, or repeal our amended and restated bylaws;

•

prohibit stockholders from acting by written consent when less than a majority of the voting power of our outstanding stock is controlled by Platinum; and

•

establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These anti-takeover provisions and other provisions under Delaware law could discourage, delay, or prevent a transaction involving a change in control of our company, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it more difficult for our stockholders to elect directors of their choosing.

Any issuance of preferred stock could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.

Our Board of Directors has the authority to issue preferred stock and to determine the preferences, limitations, and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend, and other rights superior to the rights of our common stock. 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.

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. 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.

We may also incur additional indebtedness in the future. The terms of the Ryerson Credit Facility restrict but do not prohibit us from doing so, and the indebtedness incurred in compliance with these restrictions could be substantial. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

The covenants in the Ryerson Credit Facility and covenants contained in agreements governing indebtedness that we incur in the future may impose restrictions that may limit our operating and financial flexibility.

The Ryerson Credit Facility contains a number of significant restrictions and covenants that limit our ability and the ability of our restricted subsidiaries, including JT Ryerson, to:

•

incur additional debt;

•

make certain investments or other restricted payments;

•

create liens or use assets as security in other transactions;

•

merge, consolidate, transfer, or dispose of substantially all of our assets; and

•

engage in transactions with affiliates.

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

Our future indebtedness may contain covenants more restrictive in certain respects than the restrictions contained in the Ryerson Credit Facility. Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with financial covenants that are contained in the Ryerson Credit Facility or that may be contained in any future 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.

Our ability to make payments on our indebtedness depends on our ability to generate cash in the future. Balances outstanding on the Ryerson Credit Facility and our other outstanding indebtedness are expected to account for significant cash interest expenses. Accordingly, we will have to generate significant cash flows from operations to meet our debt service requirements. If we do not generate sufficient cash flow to meet our debt service and working capital requirements, we may be required to sell assets, seek additional capital, reduce capital expenditures, restructure or refinance all or a portion of our existing indebtedness, or seek additional financing. Moreover, insufficient cash flow may make it more difficult for us to obtain financing on terms that are acceptable to us, or at all.

Because all of our indebtedness bears interest at rates that fluctuate with changes in certain prevailing short-term interest rates, we are vulnerable to interest rate increases.

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. 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. The Federal Reserve decreased rates in 2025 and is expected to continue to decrease rates in 2026. Due to the rate cuts implemented, the interest rate on the Ryerson Credit Facility has decreased throughout 2025. If interest rates rise in the future, we could be unable to service our debt, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

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 rating remained unchanged throughout 2025. We cannot provide assurances that our current credit ratings will remain in effect or that the ratings will not be lowered, suspended, or withdrawn entirely by the rating agencies. If rating agencies lower, suspend, or withdraw the ratings, the market price or marketability of our securities may be adversely affected. In addition, any negative change in ratings could make it more difficult for us to raise capital on acceptable terms, impact our ability to obtain adequate financing, and result in higher interest costs for our existing credit facilities, including the Ryerson Credit Facility, or on future financings.

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.

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

The Company is party to an investor rights agreement (the “Investor Rights Agreement”) with certain affiliates of Platinum which provides, among other things, that for so long as Platinum collectively beneficially owns (i) at least 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate for election to the board of directors of the Company no fewer than that number of directors that would constitute a majority of the number of directors if there were no vacancies on the board, (ii) at least 15% but less than 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate two directors, and (iii) at least 5% but less than 15% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate one director. The agreement also provides that if the size of the board of directors is increased or decreased at any time, Platinum’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number. Based on Platinum's 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. 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. For example, a sale of a substantial number of shares of stock in the future by Platinum could cause our stock price to decline. Further, Platinum could cause us to make acquisitions that increase the amount of the indebtedness that is secured or senior to the Company’s existing debt or sell revenue-generating assets, impairing our ability to make payments under such debt. Additionally, Platinum is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Accordingly, Platinum may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. 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. UNRESOLVED STAFF COMMENTS.

Not applicable.

24

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. 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 such risks, including from cyberattacks and data breaches. Our Director, Cybersecurity and Compliance, who has more than 13 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 personnel, along with external parties engaged to assess the sufficiency of our risk management processes (e.g., through penetration testing), continuously work to maintain and improve our cybersecurity program and the security and integrity of our information systems and infrastructure through our ongoing risk management program, including (i) by conducting cybersecurity assessments and audits to address threats and to stay in step with emerging malicious trends, and (ii) by performing due diligence on partners and suppliers to ensure similar values and appropriate security standards and safeguards are maintained by such partners and suppliers with respect to our information security assets and to third-party systems on which we rely. In addition, our Incident Response Team is trained to identify, quarantine, and remediate cybersecurity threats, and all of our employees are regularly trained to increase awareness of threats and to identify how to spot and avoid them.

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.

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. In the event that management identifies significant cybersecurity risk exposures, it will present such exposures to the Audit Committee, which oversees the actions, security, and risk mitigation efforts taken across our cybersecurity framework. With this input from management, the Audit Committee evaluates our cybersecurity risks and the responses implemented to prevent and/or mitigate any such risks.

We have adopted an incident response plan that applies in the event of a cybersecurity incident involving a breach of our information technology systems and applications. Pursuant to this response plan, in the event of an incident, a multi-disciplinary team is assembled that is led by our CIO. The team in turn may leverage the expertise of third-party consultants, external legal counsel, and other resources. The plan includes procedures designed to facilitate containment of, and responses to, a cybersecurity incident, which are based on the type of incident, the location of the incident, and the breadth of the incident. The plan also establishes procedures for escalating incidents depending on severity and for notifying any impacted parties, including our customers, law enforcement and regulatory authorities, third-party vendors, and insurance providers. Our CIO will provide periodic updates to the Audit Committee and, when appropriate, the Board of Directors during this process. In addition to internal resources, we utilize third-party service providers to supplement and maintain our cybersecurity and our information technology systems.

25

ITEM 2. PROPERTIES.

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. 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.

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

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. Four facilities are leased. The lease terms expire at various times through 2032.

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. Ryerson China’s headquarters office building is located in Kunshan. We own all of our China facilities and have purchased the related land use rights. All of the facilities are in good condition and are adequate for Ryerson China’s existing and anticipated operations.

Operations in Mexico

Ryerson Mexico, an indirect wholly-owned subsidiary of Ryerson Holding, has five facilities in Mexico. We have service centers in Monterrey, Mexicali, Tijuana, Hermosillo, and Queretaro, all of which are leased. The lease terms expire at various times through 2029. The facilities are in good condition and are adequate for Ryerson Mexico’s existing and anticipated operations.

ITEM 3. LEGAL PROCEEDINGS.

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 SAFETY DISCLOSURES.

Not applicable.

28

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER 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.

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.

Dividend Policy

We paid cash dividends on our common stock of $0.1875 in each quarter of 2025. 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 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. While 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 returns of each member of the Peer Group are weighted according to that member’s stock market capitalization. On December 1, 2023 Worthington Industries, Inc. spun off their steel division into Worthington Steel, Inc. 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.

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.

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. On May 1, 2023, the Board of Directors authorized an increase to $100.0 million and extended the program to April 2025. On July 30, 2024, the Board of Directors authorized an additional increase of $50.0 million to the existing share repurchase program, bringing the amount authorized to be repurchased to $63.6 million, and extended the program through April 2026. Under the program, management is not obligated to repurchase shares, but has discretion in determining the conditions under which shares may be purchased from time to time. We may opportunistically repurchase shares through open market purchases, privately negotiated transactions, and transactions structured through investment banking institutions under plans relying on Rule 10b5-1 or Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Repurchased shares are reverted to the status of Treasury Stock. 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. RESERVED.

31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the audited Consolidated Financial Statements of Ryerson Holding Corporation and Subsidiaries and the Notes thereto in Item 8. “Financial Statements and Supplementary Data.” This discussion contains forward-looking statements that involve risks and uncertainties. See the section entitled “Special Note Regarding Forward-Looking Statements.” Our actual results and the timing of selected events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including those discussed in Item 1A. “Risk Factors” and elsewhere in this Form 10-K.

This section of this Form 10-K generally discusses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024. Discussions of 2023 items and year-over-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Overview

Business

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

We are a leading value-added processor and distributor of industrial metals with operations in the United States ("U.S.") through JT Ryerson and other U.S. subsidiaries, in Canada through our indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”), and in Mexico through our indirect wholly-owned subsidiary Ryerson Metals de Mexico, S. de R.L. de C.V., a Mexican corporation (“Ryerson Mexico”). In addition to our North American operations, we conduct metal processing and distribution operations in China through an indirect wholly-owned subsidiary, Ryerson China Limited, a Chinese limited liability company (“Ryerson China”). Unless the context indicates otherwise, Ryerson Holding, JT Ryerson, Ryerson Canada, Ryerson Mexico, and Ryerson China together with their subsidiaries, are collectively referred to herein as “Ryerson,” “we,” “us,” “our,” or the “Company.”

Industry and Operating Trends

We are a metals service center providing value-added processing and distribution of industrial metals with operations in the U.S., Canada, Mexico, and China. We purchase large quantities of metal products from primary producers and sell these materials in smaller quantities to a wide variety of metals-consuming industries. We carry a full line of approximately 75,000 products in stainless steel, aluminum, carbon steel, and alloy steels and a limited line of nickel and red metals in various shapes and forms. In addition to our metals products, we offer numerous value-added processing and fabrication services, and nearly 80% of the metals products we sell are processed by us by bending, beveling, blanking, blasting, burning, cutting-to-length, drilling, flattening, forming, grinding, laser cutting, machining, notching, painting, polishing, punching, rolling, sawing, shearing, slitting, stamping, tapping, threading, welding, or other techniques to process materials to a specified thickness, length, width, shape, and surface quality pursuant to specific customer orders.

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

The metals service center industry is cyclical and volatile in both demand and pricing, and difficult to predict. In 2025, Ryerson experienced marginal volume growth of 0.5% and an average selling price decrease of 1.1% compared to 2024 as the period was characterized by subdued downstream demand and volatile pricing, impacted by tariff trade policy. Changes in average selling prices are primarily driven by commodity metals prices, which impact Ryerson’s selling prices over the subsequent three to six-month period.

32

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

According to the Metal Service Center Institute, North American service center volumes decreased by 1.5% in 2025 compared to 2024. Also on a North American basis, Ryerson's volumes declined by 0.4% over the same period, implying that the Company gained market share during the year. Reflecting on volume performance by end-market, Ryerson experienced year-over-year declines in Commercial Transportation, Climate, Heavy Equipment, and Power sectors. These declines were partially offset by demand growth in Fabrication & Welding, Machine Shop, and Machinery & Equipment sectors.

Olympic Steel Acquisition

On February 13, 2026 (the “Closing Date”), the Company completed the transactions contemplated by the Agreement and Plan of Merger, (the “Merger Agreement”), dated as of October 28, 2025, by and among Ryerson Holding, Crimson MS Corp., an Ohio corporation and a direct wholly owned subsidiary of Ryerson Holding (“Merger Sub”), and Olympic Steel, Inc. ("Olympic Steel"). On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Olympic Steel in accordance with Ohio law. At the effective time of the Olympic Steel Merger, each issued and outstanding share of common stock of Olympic Steel, without par per share (the “Olympic Common Stock”) (other than certain excluded shares), was converted into the right to receive 1.7105 shares the Ryerson Holding’s common stock, rounded down to the nearest whole share, and cash in lieu of fractional shares. Upon the completion of the Olympic Steel Merger, Olympic Steel, as the surviving corporation, became a wholly owned subsidiary of Ryerson Holding. As a result of the Olympic Steel Merger, Ryerson Holding issued approximately 19.5 million shares of its common stock to former holders of Olympic Common Stock

Olympic Steel is a metals service center focused on the direct sale and value-added processing of carbon and coated sheet, plate, and coil products; stainless steel sheet, plate, bar, and coil; aluminum sheet, plate, and coil; pipe, tube, bar, valves and fittings, tin plate, and metal-intensive end-use products. The combination of the two companies enhances Ryerson's presence as North America's second largest metals service center, bringing Olympic Steel's complementary footprint, capabilities, and product offering into Ryerson's intelligently interconnected network of value-added service centers. Together, functioning as Ryerson Holding Corporation, the combined entity is expected to generate approximately $120 million in annual synergies by the beginning of 2028 through procurement scale, efficiency gains, commercial enhancement, and network optimization. Please refer to Note 19 — “Subsequent Events” of Part II, Item 8 "Financial Statements and Supplementary Data" for further information on the Olympic Steel merger.

Ryerson’s 2025 Strategy Achievements

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

In 2025, coming off of a historically high three-year investment cycle, the Company focused on operationalizing and optimizing major capital investment projects at its service centers in Shelbyville, KY, Norcross, GA, Dallas, TX, and Los Angeles, CA. The primary objective of these investments was to improve Ryerson's operating model and the customer experience. The expansion of our Shelbyville service center, for example, was an investment in our bright metals flat roll processing capabilities to support transactional market share growth at a lower cost to service with improved service levels. Likewise, the investments made in Norcross, Dallas, and Los Angeles included processing equipment, which we expect will improve our ability to provide our customers with higher value-added products and thereby improve our gross margins.

33

2025 Performance

Demand conditions in 2025 continued to be subdued while pricing was volatile, impacted by tariff trade policy. Nonetheless, we believe that the investments that we have made in our service capabilities and operating model will enable us to provide better experiences for our customers and, in turn, enable greater value generation for our stockholders.

These key metrics illustrate Ryerson’s financial performance for the full year 2025 compared to 2024:

Total Revenues Gross Margin Net Loss Attributable to Ryerson Holding Corporation

1% decrease 100bps decrease $48M lower

A reconciliation of diluted earnings (loss) per share ("EPS") to adjusted diluted EPS is provided below.

Commodity price volatility and subdued downstream demand in 2025 contributed to lower average selling prices and modestly higher volumes year-over-year. Compared to 2024, average selling prices decreased by 1.1% and tons shipped increased by 0.5%, resulting in a year-over-year revenue decrease of 0.6%. Gross margin contracted by 100 bps from 2024 as the soft demand environment challenged tariff-supported average selling prices. Warehousing, delivery, selling, general, and administrative expenses increased by 1.0%, or $8.4 million, in 2025 compared to 2024 driven primarily by increased delivery expenses, advisory service fees related to the Olympic Steel Merger, higher salaries and wages, and expenses related to Production Metals, an entity acquired in August of 2024 with now a full-year of expenses in 2025. These increases were partially offset by decreased reorganization expenses and professional fees. We recorded net loss attributable to Ryerson Holding Corporation of $56.4 million, or $1.76 per diluted share, in 2025. This compares to net loss attributable to Ryerson Holding Corporation of $8.6 million, or $0.26 per diluted share, in 2024.

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. Management uses these metrics to assess year-over-year performance excluding non-recurring transactions. Adjusted net loss and adjusted diluted loss per share do not represent, and should not be used as a substitute for, net loss or loss per share determined in accordance with GAAP. Illustrated in the below table, the 2025 net loss attributable to Ryerson Holding Corporation of $56.4 million includes a $7.8 million charge for advisory services related to our merger with Olympic Steel, impairment charges on assets of $3.4 million, a $1.9 million gain on a litigation settlement, and a $1.0 million gain on an insurance settlement, and the related income tax benefit. After adjusting for these non-core business transactions and the related income taxes, the adjusted net loss attributable to Ryerson Holding Corporation for 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.

(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 decrease in cash generation year over year is primarily due to changes in working capital. See further details within the section titled "Liquidity and Capital Resources" within this Item.

Industry Developments

Tariffs. In 2025, the U.S. government announced and retracted tariffs repeatedly on imports, including imports of steel and aluminum from all countries, as well as on all U.S. imports not covered under section 232 of the Trade Expansion Act ("Section 232"). In March 2025, the Trump administration eliminated all country exemptions to section 232. In June 2025, the U.S. imposed a 50% section 232 tariff on nearly all steel and aluminum products (the exception being products from the UK, which was reduced to 25%). In August, the Department of Commerce added new product categories to section 232 steel and aluminum derivative products (e.g. downstream manufactured goods). Many governments, including those of China, Canada, and recently the European Union, have announced reciprocal tariffs on U.S. imports, while simultaneously withdrawing certain retaliatory tariffs, creating further uncertainty in global trade.

The tariffs introduce uncertainty towards customers' supply chains. A significant majority of the Company’s metal purchases are domestic, therefore, the impact of tariffs on the Company’s financial statements has not been significant to date. In general, we attempt to pass the cost of tariffs on to customers to the extent possible. While tariffs have helped to level the price between import and domestic purchases, customers are still reviewing their supply chains to determine which approach is best. The ultimate consumer of the goods and their geography play a significant role in determining which inputs are acceptable to manufacturers. The ultimate impact the tariffs will have on our financial position, results of operations, and cash flows remains to be determined.

On February 20, 2026, the Supreme Court ruled that the president is not authorized to impose tariffs to the extent that he has under the International Emergency Economic Powers Act. It is currently unclear what the overall impact of this ruling will be. The Supreme Court's ruling has no direct impact on the tariffs in place under Section 232, including tariffs on steel and aluminum.

35

Enactment of the One Big Beautiful Bill Act. On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"), a comprehensive tax reform package that includes significant changes to the Internal Revenue Code. Key provisions of the OBBBA include:

•

Restoration of 100% bonus depreciation for qualified property placed in service after January 19, 2025;

•

Permanent full expensing of domestic research and experimental expenditures;

•

Modifications to interest expense limitations under Section 163(j) of the Internal Revenue Code, including a revised definition of adjusted taxable income and coordination with interest capitalization rules.

The restoration of immediate research and experimental expensing, bonus depreciation, and the modifications related to interest expense limitations are expected to favorably affect the Company’s cash tax liabilities and investment incentives in future periods. Management will continue to monitor regulatory guidance and implementation developments related to the OBBBA and will update its disclosures as necessary.

Components of Results of Operations

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

Sales, cost of materials sold, gross profit, and operating expense control are the principal factors that impact our profitability:

Net Sales. Our sales volume and pricing are driven by market demand, which is largely determined by overall industrial production and conditions in specific industries in which our customers operate. Sales prices are also primarily driven by market factors such as overall demand and availability of product. Our net sales include revenue from product sales, net of returns, allowances, customer discounts, and incentives.

Cost of materials sold. Cost of materials sold includes metal purchase and in-bound freight costs, third-party processing costs, and direct and indirect internal processing costs. The cost of materials sold fluctuates with our sales volume and our ability to purchase metals at competitive prices. Increases in sales volume generally enable us to improve purchasing leverage with suppliers as we buy larger quantities of metals inventories.

Gross profit. Gross profit is the difference between net sales and the cost of materials sold. Our sales prices to our customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on our acquiring metals at competitive prices, our ability to manage the impact of changing prices, and efficiently managing our internal and external processing costs.

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

36

Results of Operations

The following table sets forth our Consolidated Statements of Operations data (certain percentages may not calculate due to rounding):

Gain on insurance settlement — — (1.6 ) —

Impairment charges on assets 3.4 0.1 — —

Restructuring and other charges — — 3.1 0.1

Loss before income taxes (71.2 ) (1.6 ) (7.4 ) (0.2 )

Benefit for income taxes (16.1 ) (0.4 ) (0.1 ) —

Less: Net income attributable to noncontrolling interest 1.3 — 1.3 —

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

($ in millions)

Year Ended December 31, Tons Percentage

(in thousands)

Year Ended December 31, Price Percentage

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. Revenue increased in the third and fourth quarters of 2025 compared to the year-ago periods as average selling prices increased due to support from tariff policy and rising input prices while the demand environment remained soft. Compared to the year ago period, average selling prices for the full-year period decreased for nearly all of our carbon and stainless product lines in 2025 with the largest decreases in our stainless plate, carbon plate, and carbon flat products, partially offset by increases in all of our aluminum products lines. Tons sold increased slightly in 2025 overall, with the largest increases in our stainless long, aluminum long, and stainless plate product lines largely offset by decreases in our aluminum flat and aluminum plate shipments. Tons sold per ship day were 7,726 in 2025 compared to 7,656 in 2024.

Average selling prices generally fluctuate with changes in replacement costs of the various metals we purchase. The mix of products sold can also have an impact on our overall average selling price per ton sold. As carbon sales represented 49% of our gross sales in 2025, changes in carbon steel prices have the most significant impact on changes in our overall average selling price per ton sold.

38

The mix of our total sales by major commodity products and year-over-year change in selling prices are presented below:

Carbon steel 49 % -5.4 %

Stainless steel 24 % -2.9 %

Other 1 %

Cost of Materials Sold

Year Ended December 31,

$ % of NetSales $ % of NetSales Dollar change Percentage change

($ in millions)

Year Ended December 31, Dollar Percentage

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. Compared to the prior year, the average cost of materials sold in 2025 increased for all of our aluminum product lines, partially offset by decreases across most of our carbon and stainless product lines with the largest decreases in our stainless plate, carbon plate, and carbon flat product lines.

During 2025, last-in, first-out ("LIFO") expense was $56 million related to increases in pricing for all product lines, with the largest impact from aluminum and carbon products, offset by the liquidation of older LIFO layers for stainless and aluminum products that were at a net lower cost. During 2024, LIFO income was $53 million related to decreases in pricing for all product lines, with the largest impact from carbon and stainless products, slightly offset by the liquidation of older LIFO layers for stainless products that were at a net higher cost.

Gross Profit

Year Ended December 31,

$ % of NetSales $ % of NetSales Dollar change Percentage change

($ in millions)

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,

$ % of NetSales $ % of NetSales Dollar change Percentage change

($ in millions)

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. Excluding the impact of the acquisition, expenses increased $3.9 million. On a same-store basis, expenses increased in 2025 primarily due to an increase in salaries and wages, incentive compensation, delivery expenses, advisory service fees associated with the merger with Olympic Steel, and higher operating expenses. The expense increases were partially offset by lower reorganization costs as 2024 included start-up costs associated with our new state of the art University Park, IL location as well as Enterprise Resource Planning ("ERP") conversion and integration activities. In addition, professional fees were lower in 2025 and benefit expenses were lower primarily due to lower payroll taxes resulting from refunds received in the second quarter of 2025 related to Employee Retention Credits for qualified wages paid during the COVID-19 pandemic.

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

On a per ton basis, total operating expenses increased to $418 per ton in 2025 from $414 per ton in 2024.

Operating Profit

Year Ended December 31,

$ % of NetSales $ % of NetSales Dollar change Percentage change

($ in millions)

Our operating profit decreased in 2025 compared to 2024 primarily due to the decrease in average selling prices and gross profit and the increase in operating expenses as discussed above.

Other Expenses

Year Ended December 31,

$ % of NetSales $ % of NetSales Dollar change Percentage change

($ in millions)

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 other expense in 2025 includes foreign currency transaction losses of $2.1 million, partially offset by a $1.0 million settlement gain related to lump-sum buyouts for the Central Steel & Wire ("CSW") pension plan. The other income and (expense), net in 2024 includes foreign currency translation gains of $4.2 million. The other income in 2024 also includes a $2.1 million net settlement loss resulting from the termination of the Ryerson Canada Bargaining Unit Pension Plan. Offsetting this loss is a $1.8 million settlement gain and a $0.3 million curtailment gain related to lump-sum buyouts and a reduction in future years of service for

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.

Provision for Income Taxes

Our effective income tax rate was 22.6% in 2025 compared to 1.4% in 2024. The increase in the effective tax rate was primarily driven by the disproportionate impact of permanent differences relative to the change in pretax loss year over year and state tax credits. The 2025 effective tax rate of 22.6% was more in line with the U.S. statutory tax rates.

Earnings Per Share

The changes in loss per share are due to the results of operations discussed above as well as having fewer shares outstanding in 2025 after the repurchase of 2,526,467 shares of common stock during 2024.

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. Our principal source of operating cash is from the sale of metals. Our principal uses of cash are for payments associated with the procurement and processing of metals, costs incurred for the warehousing and delivery of inventories, the selling and administrative costs of the business, capital expenditures, and for interest payments on debt.

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

Below is a reconciliation of cash and cash equivalents to total liquidity:

(In millions)

Cash and cash equivalents $ 27 $ 28 $ 54

Below is a reconciliation of total debt to net debt:

(In millions)

Less: cash and cash equivalents (27 ) (28 ) (54 )

Of the total cash and cash equivalents, as of December 31, 2025, $16.3 million was held in subsidiaries outside the U.S. that is deemed to be permanently reinvested. Ryerson does not currently foresee a need to repatriate earnings from its non-U.S. subsidiaries. Although Ryerson has historically satisfied needs for more capital in the U.S. through debt or equity issuances, Ryerson could elect to repatriate additional earnings, which could result in foreign withholding taxes and potential U.S. state income taxes. We have not recorded a deferred tax liability for the effect of a possible repatriation of these earnings as management intends to permanently reinvest these earnings outside of the U.S. Specific plans for reinvestment include funding for future international acquisitions and funding of existing international operations.

42

The following table summarizes the Company’s cash flows:

Year Ended December 31,

(In millions)

Net loss $ (55.1 ) $ (7.3 )

Change in operating assets and liabilities:

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

Investing activities. The Company's main investing activities are capital expenditures and acquisitions. Capital expenditures decreased year-over-year as 2024 was the final year of a three-year investment cycle which focused on organic growth through the expansion and modernization of existing facilities, addition of new state-of-the-art facilities, and additions of processing equipment to support value-added business. In 2024, the Company also paid $44.1 million to acquire Production Metals.

Financing activities. The Company's main source of liquidity to fund working capital requirements is borrowings on our credit facility. In 2025, credit facility borrowings decreased slightly from 2024 due to lower capital expenditures offset by lower cash flows from operating activities. In 2024, we increased credit facility borrowings to fund our acquisitions and capital expenditures. Book overdrafts fluctuate based on the timing of payments. Cash dividends paid decreased from $24.8 million in 2024 to $24.1 million in 2025 due to fewer shares outstanding. We repurchased $51.0 million of common stock during 2024.

In the normal course of business with customers, vendors, and others, we have entered into off-balance sheet arrangements, such as letters of credit and surety bonds, which totaled $1 million and $8 million, respectively as of December 31, 2025. We do not have any other material off-balance sheet financing arrangements. Our off-balance sheet arrangements are not likely to have a material effect on our current or future financial condition, results of operations, liquidity, or capital resources.

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.

Total debt outstanding as of December 31, 2025 consisted of the following amounts: $463.2 million borrowings under the Ryerson Credit Facility, plus $1.9 million of foreign debt, less $2.0 million of unamortized debt issuance costs. Availability under the Ryerson Credit Facility was $428 million and $376 million at December 31, 2025 and December 31, 2024, respectively. For further information, see Note 9: Debt in Part II, Item 8 – Financial Statements and Supplementary Data.

Pension Funding

The Company made contributions of $15.2 million in 2025, $10.9 million in 2024, and $8.8 million in 2023 to improve the Company’s pension plans funded status. At December 31, 2025, as reflected in Part II. Item 8, Financial Statements and Supplementary Data, Note 10, pension liabilities exceeded plan assets by $33.1 million. The Company anticipates that it will have a minimum required pension contribution of approximately $11.4 million in 2026 under the Employee Retirement Income Security Act of 1974 (“ERISA”), Pension Protection Act in the U.S., and the Ontario Pension Benefits Act in Canada. The expected future contributions reflect pension funding relief measures under the American Rescue Plan Act (“ARPA”) passed in March 2021. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. The Company is unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on the Company’s financial position or cash flows.

For further information regarding our pension and postretirement benefit plans, see Part II. Item 8 – Financial Statements and Supplementary Data, Note 10: Employee Benefits.

Changes in returns on plan assets may affect our plan funding, cash flows, and financial condition. Differences between actual plan asset returns and the expected long-term rate of return on plan assets impact the measurement of the following year’s pension expense and pension funding requirements. However, we believe that cash flow from operations and the Ryerson Credit Facility described above will provide sufficient funds to make the minimum required contributions.

Income Tax Payments

The Company made income tax payments of $5.7 million in 2025, $10.3 million in 2024, and $6.2 million in 2023. Income tax payments in 2025 decreased largely due to 2023 U.S. tax liabilities timely paid in 2024 offset by increased foreign taxes driven by higher pre-tax foreign earnings year over year. See Part II. Item 8, Financial Statements and Supplementary Data, Note 17: Income Taxes for further discussion.

Material Cash Requirements

As of December 31, 2025, the Company had $465 million in principal payments to satisfy its debt obligations, consisting of $2 million in foreign debt coming due in 2026 and $463 million for the Ryerson Credit Facility. On February 13, 2026, the Ryerson Credit Facility was, amended to, among other amendments, (a) extend the maturity of such facility to February 13, 2031, (b) increase the aggregate revolving commitments thereunder from $1.3 billion to $1.8 billion, and (c) effect changes in connection with the Olympic Steel Merger. Please refer to Part II. Item 8, Financial Statements and Supplementary Data, Note 19: Subsequent Events for further information.

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

The Company leases various assets including real estate, trucks, trailers, cars, mobile equipment, processing equipment, and IT equipment. We have noncancelable operating leases expiring at various times through 2045, and finance leases expiring at various times through 2032. The total amount of future lease payments is estimated to be $456 million with $48 million for the next 12 months. Please refer to Part II, Item 8 – Financial Statements and Supplementary Data, Note 6: Leases for further information.

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

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. We may experience fluctuations in our forecasted earnings before income taxes as a result of events which cannot be predicted, which could affect our deferred tax balances.

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

As described in Note 1 to the Consolidated Financial Statements, the Company assesses the need for a valuation allowance considering all available positive and negative evidence, including past operating results, projections of future taxable income, and the feasibility of ongoing tax planning strategies.

The Company will continue to maintain a valuation allowance on certain U.S. federal and foreign deferred tax assets until such time as in management’s judgment, considering all available positive and negative evidence, the Company determines that these deferred tax assets are more likely than not realizable.

Critical Accounting Estimates

Preparation of this Form 10-K requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of sales and expenses during the reporting period. Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in Item 8 within Note 1: Summary of Accounting and Financial Policies. These policies have been consistently applied and address such matters as revenue recognition, depreciation methods, inventory valuation, asset impairment recognition, and pension and postretirement expense. While policies associated with estimates and judgments may be affected by different assumptions or conditions, we believe our estimates and judgments associated with the reported amounts are appropriate in the circumstances. Actual results may differ from those estimates.

We consider the policies discussed below as critical to an understanding of our financial statements, as application of these policies places the most significant demands on management’s judgment, with financial reporting results relying on estimation of matters that are uncertain.

Income Taxes: Our income tax expense, deferred tax assets and liabilities, and reserve for uncertain tax positions reflect our best estimate of taxes to be paid. The Company is subject to income taxes in the U.S. and several foreign jurisdictions. The determination of the consolidated income tax expense requires judgment and estimation by management. It is possible that actual results could differ from the estimates that management has used to determine its consolidated income tax expense.

We record operating loss and tax credit carryforwards and the estimated effect of temporary differences between the tax basis of assets and liabilities and the reported amounts in the Consolidated Balance Sheets. We follow detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provide for valuation allowances as required. Deferred tax assets are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax planning strategies, and on forecasts of future taxable income. Management evaluates all available positive and negative evidence in making the recoverability assessment.

The Company’s income tax provisions are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. Although the Company believes that the positions taken on filed tax returns are reasonable, it has established tax and interest reserves in recognition that various taxing authorities may challenge the positions taken. For uncertain tax positions, the Company applies the provisions of relevant authoritative guidance, which requires application of a “more likely than not” threshold to the recognition and derecognition of tax positions. The Company’s ongoing assessments of the more

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.

Long-lived Assets and Other Intangible Assets: The Company has acquired and may continue to acquire significant long-lived assets and other intangible assets in connection with business combinations that the Company records at fair value. The Company may use valuation specialists, where necessary, to perform appraisals and discounted cash flow analysis to determine the fair values of the long-lived assets and other intangible assets acquired. These valuations require management to make estimates and assumptions that are critical in determining the fair values of the long-lived assets and other intangible assets.

Long-lived assets held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment is recognized. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which undiscounted cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. Any related impairment loss is calculated based upon comparison of the fair value to the carrying value of the asset. Separate intangible assets that have finite useful lives are amortized over their useful lives. An impaired long-lived or intangible asset would be written down to fair value, based on various available valuation techniques, including the discounted cash flow method.

Goodwill: We assess the recoverability of the carrying value of recorded goodwill annually in the fourth quarter of each year or whenever indicators of potential impairment exist. We test for impairment of goodwill by assessing various qualitative factors with respect to developments in our business and the overall economy. Factors that may be considered indicators of impairment include: deterioration in general economic conditions; declines in the market conditions of our products, including metals prices; a sustained significant decline in our share price and market capitalization; reduced future cash flow estimates; and slower growth rates in our industry, among others. If we determine that it is more likely than not that the fair value of a reporting unit is less than the carrying value based on our qualitative assessment, we will proceed to the goodwill impairment test. We compare the fair value of the reporting unit in which goodwill resides to its carrying value. If the carrying amount exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. The fair value of the reporting unit is estimated using a combination of an income approach and a market approach as this combination is deemed to be the most indicative of our fair value in an orderly transaction between market participants. An income approach based on discounted future cash flows requires us to estimate income from operations based on projected results and discount rates based on a weighted average cost of capital of comparable companies. A market approach estimates fair value using market multiples of various financial measures of comparable public companies. If these estimates or their related assumptions for commodity prices and demand change in the future, we may be required to record 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. As of the date of our quantitative assessment, $161.1 million of goodwill resides at the U.S. reporting unit, which represents the majority of the Company's goodwill balance. Based upon the quantitative assessment performed for the U.S. reporting unit, the fair value of the U.S. reporting unit exceeded its carrying value by 10% and as such it was determined that no impairment existed.

The determination of the fair value of the reporting units requires the Company to make significant estimates including forecasts of business and financial performance of the Company’s reporting units. These estimates and assumptions primarily include but are not limited to: the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which we compete, discount rates, terminal growth rates, and forecasts of revenue, gross margin, operating income, depreciation, amortization, and capital expenditures.

In evaluating the U.S. reporting unit, significant weight is placed on forecasted earnings before interest, taxes, depreciation, and amortization ("EBITDA") and the weighted average cost of capital (“WACC”) used in the discounted cash flow model, as we determined these items have the most significant impact on the fair value of the reporting unit.

•

EBITDA is expected to improve provided that pricing and volumes stabilize, and we expect to gain operating leverage through the growth initiatives that have been undertaken by the Company, such as significant investment in capital expenditures targeted towards our transactional business, specifically higher margin value-added business and our investment in acquisitions resulting in new product lines, industry exposures, and expanded capabilities to our overall portfolio. As our acquisitions are integrated and get more established within the Ryerson network, we expect to see continued growth across our performance metrics.

46

•

We used a WACC of 14.5% based upon market participants assumptions. We performed a sensitivity analysis on our estimated fair value noting that a 100 basis point increase in the discount rate results in a decrease of the excess fair value over the carrying value of the reporting unit from 10% to approximately 3%.

Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to inherent uncertainty in making such estimates. A lack of recovery or further deterioration in market conditions, a trend of weaker than expected financial performance in our business, or a decline in the Company’s market capitalization, among other factors, could result in an impairment charge in future periods which could have a material adverse effect on our financial statements.

Pension and postretirement benefit plan assumptions: We sponsor various benefit plans covering a portion of our employees for pension and postretirement medical costs. Statistical methods are used to anticipate future events when calculating expenses and liabilities related to the plans. The statistical methods include assumptions about, among other things, the discount rate, expected return on plan assets, rate of increase of health care costs, and the rate of future compensation increases. Our actuarial consultants also use subjective factors such as withdrawal and mortality rates when estimating expenses and liabilities. The discount rate used for U.S. plans reflects the market rate for high-quality fixed-income investments on our annual measurement date (December 31) and is subject to change each year. The discount rate is determined by matching, on an approximate basis, the coupons and maturities for a portfolio of corporate bonds (rated Aa or better by Moody’s Investor Services or AA or better by Standard and Poor’s) to the expected plan benefit payments defined by the projected benefit obligation. The discount rates used for plans outside the U.S. are based on the yield of long term high quality corporate bonds, the duration of the liability, and appropriate judgment.

When calculating pension expense for 2025, we assumed the pension plans’ assets would generate a long-term rate of return of 6.25% for the JT Ryerson plan and 4.50% for the Central Steel and Wire Company plan, and between 3.00% and 5.50% for the Canadian plans. The expected long-term rate of return assumption was developed based on historical experience and input from the trustee managing the plans’ assets. The expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on a goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We regularly review actual asset allocation and the pension plans’ investments are periodically rebalanced to the targeted allocation when considered appropriate. Pension expense increases as the expected rate of return on plan assets decreases.

Future pension obligations for the U.S. plans were discounted using rates between 5.33% and 6.04% at December 31, 2025. Future pension obligations of the Canadian Salaried Pension Plan were discounted using a rate of 4.65% at December 31, 2025. Lowering the discount rate by 50 basis points would increase the pension liability at December 31, 2025 by approximately $12 million.

The calculation of other postretirement benefit obligations requires the use of a number of assumptions, including the assumed discount rate between 4.42% and 5.37% at December 31, 2025 for measuring future payment obligations.

The assumptions used in the actuarial calculation of expenses and liabilities may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. These differences may result in a significant impact on the amount of pension or postretirement benefit expense we may record in the future.

Legal contingencies: We are involved in a number of legal and regulatory matters including those discussed in Item 8 within Note 12: Commitments and Contingencies. We determine whether an estimated loss from a loss contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We analyze our legal matters based on available information to assess potential liability. We consult with outside counsel involved in our legal matters when analyzing potential outcomes.

Recent Accounting Pronouncements

Recent accounting pronouncements are discussed within Note 1: Summary of Accounting and Financial Policies in Part II, Item 8 Financial Statements and Supplementary Data.

47

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our primary areas of market risk include changes in interest rates, foreign currency exchange rates, and commodity prices. We continually monitor these risks and develop strategies to manage them.

Interest rate risk

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to market risk related to our variable-rate long-term debt. As of December 31, 2025 and December 31, 2024, we have no publicly traded debt. The carrying value of our debt was $463.1 million and $467.4 million at December 31, 2025 and December 31, 2024, respectively. The carrying value approximates our fair value due to the short-term nature of the underlying borrowings on the Ryerson Credit Facility.

From time to time, we may use interest rate swaps to manage our exposure to interest rate changes. As of December 31, 2025, we have no outstanding interest rate swaps.

As of December 31, 2025, all of our debt is at variable interest rates. A hypothetical 1% increase in interest rates on variable debt would have increased interest expense for the twelve months of 2025 by approximately $6.1 million.

Foreign exchange rate risk

We are subject to foreign currency risks primarily through our operations in Canada, Mexico, and China and we use foreign currency exchange contracts to reduce our exposure to currency price fluctuations. Foreign currency contracts are principally used to purchase U.S. dollars. We had foreign currency contracts with a U.S. dollar notional amount of $1.8 million outstanding at December 31, 2025 and a fair value of zero. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings. For the year ended December 31, 2025, the Company recognized a loss of $0.1 million associated with its foreign currency contracts. A hypothetical strengthening or weakening of 10% in the foreign exchange rates underlying the foreign currency contracts from the market rate as of December 31, 2025 would increase or decrease the fair value of the foreign currency contracts by $0.1 and $0.2 million, respectively.

The currency effects of translating the financial statements of our foreign subsidiaries are included in accumulated other comprehensive loss and will not be recognized in the statement of operations until there is a liquidation or sale of those foreign subsidiaries.

Commodity price risk

In general, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, customer contracts, and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders.

Metal prices can fluctuate significantly due to several factors including changes in foreign and domestic production capacity, raw material availability, metals consumption, and foreign currency rates. Fuel and gas prices can fluctuate based on input costs, economic conditions, international instability, and supply disruptions. Derivative financial instruments have been used to manage a limited portion of our exposure to fluctuations in the cost of certain metal and energy commodities. Additionally, from time to time we may enter into arrangements with customers in which we enter into derivatives contracts with financial institutions on their behalf and are required to pass-through the economic hedge settlements to them ("Embedded Customer Derivatives"). No derivatives are held for trading purposes.

As of December 31, 2025, we had 16,972 tons of hot roll coil swap contracts with a net asset value of $0.1 million, 20,075 tons of aluminum swap contracts with a net asset value of $3.0 million, 288 tons of nickel swap contracts with a net asset value of $0.3 million, 6,297 tons of copper swap contracts with a net asset of $6.2 million, 147,160 gallons of natural gas swap contracts with a net value of zero, and 1,964,000 gallons of diesel fuel swap contracts with a net liability value of $0.2 million. We do not currently account for these swaps as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. For the twelve months ended December 31, 2025, the Company recognized a gain of $4.8 million associated with its metal and energy commodity derivatives, net of Embedded Customer Derivatives.

A hypothetical strengthening or weakening of 10% in the commodity and energy prices underlying the derivative contracts from the market rates as of December 31, 2025 would increase or decrease the fair value of the derivative contracts by $3.8 million.

48