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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.

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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.

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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.

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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.

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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:

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

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Permanent full expensing of domestic research and experimental expenditures;

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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.

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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 )

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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.

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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.

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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

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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.

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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.

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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.

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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.

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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

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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.

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•

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.

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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.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Consolidated Financial Statements

Page

Financial Statements

Management’s Report on Internal Control over Financial Reporting 50

Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) 51

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 53

Notes to Consolidated Financial Statements 59

Financial Statements Schedule

II—Valuation and Qualifying Accounts 92

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Ryerson Holding Corporation (“the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements under all potential conditions. Therefore, effective internal control over financial reporting provides only reasonable, and not absolute, assurance with respect to the preparation and presentation of financial statements.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Based on its assessment under that framework and the criteria established therein, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

KPMG LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, 2025, as stated in their report, which is included herein.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors

Ryerson Holding Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheet of Ryerson Holding Corporation and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill impairment assessment of the U.S. reporting unit

As discussed in Notes 1 and 8 to the Company’s consolidated financial statements, the goodwill balance in the U.S. reporting unit as of December 31, 2025 was $161.1 million. The Company conducts its annual impairment test to assess the recoverability of the carrying value of goodwill as of October 1 or whenever significant events or changes occur that might indicate potential impairment exists. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying value based on its qualitative assessment, the Company will proceed to a quantitative impairment test. The fair value of the reporting unit in which the goodwill resides is compared to its carrying value. The fair value of the U.S. reporting unit is estimated using a combination of an income approach and a market approach.

We identified the evaluation of the Company’s assessment of the recoverability of the carrying value of goodwill for the Company’s U.S. reporting unit as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate certain assumptions used to determine the fair value of the reporting unit, including the forecasted gross margin, which is a key element of the forecasted earnings before interest, taxes, depreciation and amortization (EBITDA), and the weighted average cost of capital (WACC). The assessment of the forecasted gross margin and the WACC assumptions was subjective due to the degree of uncertainty related to future market and economic conditions and changes to these assumptions could have a significant effect on the Company’s assessment of the fair value of the reporting unit. We involved valuation professionals with specialized skills and knowledge in such assessment to assist in evaluating the WACC and performing sensitivity analyses.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process, including controls over the development of the forecasted gross margin and the WACC assumptions. We evaluated the Company’s forecasted gross margin assumption by comparing it to the historical actual gross margin of the Company and to both historical and projected gross margin for peer companies and other publicly available market data. We also involved valuation professionals with specialized skills and knowledge who assisted in evaluating the WACC by developing an independent range of expected WACC using publicly available market data and comparing the range to the WACC used by the Company.

/s/ KPMG LLP

We have served as the Company’s auditor since 2024.

Chicago, Illinois

February 23, 2026

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Ryerson Holding Corporation and Subsidiary Companies

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ryerson Holding Corporation and Subsidiary Companies (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2006 to 2025.

Chicago, Illinois

February 20, 2025

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RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

Year Ended December 31,

Warehousing, delivery, selling, general, and administrative 809.6 801.2 793.5

Gain on insurance settlement — (1.6 ) —

Restructuring and other charges — 3.1 —

Impairment charges on assets 3.4 — —

Other income (expense):

Interest and other expense on debt (38.9 ) (43.0 ) (34.7 )

Other income and (expense), net (1.5 ) 4.1 0.3

Income (loss) before income taxes (71.2 ) (7.4 ) 193.7

Provision (benefit) for income taxes (16.1 ) (0.1 ) 47.3

Less: Net income attributable to noncontrolling interest 1.3 1.3 0.7

Basic earnings (loss) per share $ (1.76 ) $ (0.26 ) $ 4.17

Diluted earnings (loss) per share $ (1.76 ) $ (0.26 ) $ 4.10

See Notes to Consolidated Financial Statements

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RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

Year Ended December 31,

Other comprehensive income (loss), before tax:

Foreign currency translation adjustments 9.8 (15.4 ) 4.7

Other comprehensive income (loss), before tax 12.9 (12.9 ) 4.4

Income tax provision related to items of other comprehensive income 0.8 1.0 —

Comprehensive income (loss), after tax (43.0 ) (21.2 ) 150.8

Less: Comprehensive income attributable to noncontrolling interest 1.3 1.2 0.7

See Notes to Consolidated Financial Statements

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RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Year Ended December 31,

Operating activities:

Deferred income taxes (20.3 ) (9.8 ) 16.8

Provision for allowances, claims, and doubtful accounts 2.5 3.1 (0.1 )

Restructuring and other charges — 3.1 —

Impairment charge on assets 3.4 — —

Non-cash (gain) loss from derivatives 0.4 7.8 (11.3 )

Pension settlement charge (gain) (1.0 ) 0.3 —

Pension and other postretirement benefits curtailment gain — (0.3 ) (0.8 )

Other items (0.7 ) (1.6 ) (0.4 )

Change in operating assets and liabilities, net of effects of acquisitions:

Other assets and liabilities (8.5 ) — 6.4

Accrued taxes payable/receivable (1.0 ) 0.3 23.3

Deferred employee benefit costs (17.0 ) (13.0 ) (11.6 )

Tenant improvement allowance 2.9 — 15.9

Net cash provided by operating activities 87.0 204.9 365.1

Investing activities:

Acquisitions, net of cash acquired — (44.1 ) (137.8 )

Proceeds from sale of property, plant, and equipment 2.6 2.1 0.5

Proceeds from insurance settlement 1.9 1.4 0.3

Other investing activities (6.6 ) (2.5 ) (3.2 )

Net cash used in investing activities (53.6 ) (142.7 ) (262.1 )

Financing activities:

Repayment of debt — (2.2 ) (1.7 )

Net decrease in book overdrafts (1.6 ) (25.5 ) (7.1 )

Principal payments on finance lease obligations (6.0 ) (6.4 ) (7.1 )

Dividends paid to stockholders (24.1 ) (24.8 ) (24.8 )

Share repurchases — (51.0 ) (113.9 )

Proceeds from exercise of common stock options 0.1 0.1 —

Contingent payments related to acquisitions (2.4 ) (5.0 ) (0.3 )

Proceeds from finance lease obligations 5.7 — —

Tax withholdings on stock-based compensation awards (2.6 ) (3.7 ) (3.2 )

Net cash used in financing activities (36.5 ) (86.8 ) (88.3 )

Net change in cash, cash equivalents, and restricted cash (1.5 ) (26.1 ) 14.9

Cash, cash equivalents, and restricted cash—beginning of period 29.3 55.4 40.5

Cash, cash equivalents, and restricted cash—end of period $ 27.8 $ 29.3 $ 55.4

Supplemental disclosures:

Cash paid during the period for:

Interest paid to third parties, net $ 41.2 $ 40.6 $ 29.9

Noncash activities:

Asset additions under operating leases 14.1 31.7 138.8

Asset additions under finance leases 6.2 6.1 5.3

See Notes to Consolidated Financial Statements

56

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(In millions, except shares and per share data)

At December 31,

Assets

Current assets:

Cash and cash equivalents $ 26.9 $ 27.7

Restricted cash (Note 3) 0.9 1.6

Prepaid expenses and other current assets 85.9 68.1

Other intangible assets (Note 7) 58.2 68.3

Deferred charges and other assets 28.5 20.5

Liabilities

Current liabilities:

Accrued liabilities:

Salaries, wages, and commissions 40.5 35.7

Other accrued liabilities 72.0 67.1

Short-term debt (Note 9) 1.9 0.7

Current portion of operating lease liabilities (Note 6) 34.0 32.1

Current portion of deferred employee benefits (Note 10) 3.7 3.7

Deferred employee benefits (Note 10) 70.2 90.9

Noncurrent operating lease liabilities (Note 6) 318.6 334.6

Other noncurrent liabilities 12.8 13.7

Commitments and contingencies (Note 12)

Equity

Ryerson Holding Corporation stockholders’ equity:

Capital in excess of par value 432.6 423.5

Accumulated other comprehensive loss (Note 15) (141.7 ) (153.8 )

Total Ryerson Holding Corporation stockholders’ equity 753.1 815.3

Noncontrolling interest 10.5 9.2

See Notes to Consolidated Financial Statements

57

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except shares in thousands)

Ryerson Holding Corporation Stockholders

Accumulated Other ComprehensiveIncome (Loss)

Shares Dollars Shares Dollars Dollars Dollars Dollars Dollars Dollars Dollars

Foreign currency translation — — — — — — 4.7 — — 4.7

Stock-based compensation expense 391 — (90 ) (3.2 ) 13.8 — — — — 10.6

Issuance of common stock 1 — — — — — — — — —

Cash dividends and dividend equivalents — — — — 0.1 (25.0 ) — — — (24.9 )

Net income (loss) — — — — — (8.6 ) — — 1.3 (7.3 )

Foreign currency translation — — — — — — (15.3 ) — (0.1 ) (15.4 )

Share repurchases — — (2,527 ) (51.4 ) — — — — — (51.4 )

Stock-based compensation expense 441 — (111 ) (3.7 ) 11.6 — — — — 7.9

Issuance of common stock 7 — — — 0.1 — — — — 0.1

Dividends declared to non-controlling interest — — — — — — — — (0.6 ) (0.6 )

Cash dividends and dividend equivalents — — — — 0.2 (25.0 ) — — — (24.8 )

Net income (loss) — — — — — (56.4 ) — — 1.3 (55.1 )

Foreign currency translation — — — — — — 9.8 — — 9.8

Stock-based compensation expense 467 — (113 ) (2.6 ) 8.7 — — — — 6.1

Issuance of common stock 8 — — — 0.1 — — — — 0.1

Cash dividends and dividend equivalents — — — — 0.3 (24.4 ) — — — (24.1 )

See Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of Accounting and Financial Policies

Business Description and Basis of Presentation. Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. As of December 31, 2025, affiliates of Platinum Equity, LLC (“Platinum”) own approximately 3,924,478 shares of our common stock, which is approximately 12.2% of our issued and outstanding common stock as of December 31, 2025. Ryerson Holding is not a “controlled company” within the meaning of the corporate governance standards of The New York Stock Exchange.

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

Reclassifications. In 2023 and 2024, we presented our proceeds and repayments of borrowings under our revolving credit facility amended as of June 10, 2024 (as amended, the “Ryerson Credit Facility” or "Credit Facility") on a net basis as the borrowings had original maturities of three months or less and qualified for net presentation. During 2025, the Company executed certain borrowings under the Ryerson Credit Facility with original maturities greater than three months and we no longer qualified for net reporting. Thus we are presenting the borrowing activity on a gross basis in the statement of cash flows. We have reclassified prior year presentation to conform with current year presentation for comparability.

Principles of Consolidation. The Company consolidates entities in which it owns or controls more than 50% of the voting shares. All significant intercompany balances and transactions have been eliminated in consolidation.

Equity Investments. Investments in affiliates in which the Company’s ownership is 20% to 50% and investments in limited partnerships are accounted for by the equity method. Equity income (loss) is reported in other income and (expense), net in the Consolidated Statements of Operations. For the years ended December 31, 2025, 2024 and 2023, the Company recognized equity income of $0.6 million, equity income of zero, and equity loss of $0.1 million, respectively.

Business Segments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, “Segment Reporting” (“ASC 280”), establishes standards for reporting information on operating segments in interim and annual financial statements. See Note 13: Segment Information for further details.

Use of Estimates. The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the financial statements. Changes in such estimates may affect amounts reported in future periods.

Revenue Recognition. Revenue is recognized in accordance with FASB ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenue is recognized based on the consideration expected to be received for delivery of as-is or processed metal products when, or as, the Company satisfies its contractual obligation to transfer control of a product to a customer, which we refer to as a performance obligation. See Note 16: Revenue Recognition for further details.

Provision for allowances, claims, and doubtful accounts. The Company follows the guidance under ASC 326 “Financial Instruments – Credit Losses” (“ASC 326”). The Company monitors customer payments and maintains a provision for estimated credit losses based on historical experience and specific customer collection issues that the Company has identified. Estimation of such losses requires adjusting historical loss experience for current economic conditions and judgments about the probable effects of economic conditions on certain customers. See Schedule II -Valuation and Qualifying Accounts for further details.

Shipping and Handling Fees and Costs. Shipping and handling fees billed to customers are classified in net sales in our Consolidated Statement of Operations. Shipping and handling costs are classified in warehousing, delivery, selling, general, and administrative expenses in our Consolidated Statement of Operations. These costs, inclusive of depreciation and both internal and external delivery costs, totaled $144.0 million, $138.4 million, and $139.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. In accordance with ASC 606,the Company has elected to treat shipping and handling costs as an activity

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necessary to fulfill the performance obligation to transfer product to the customer and not as a separate performance obligation. Shipping and handling costs are estimated at quarter end in proportion to revenue recognized for transactions where actual costs are not yet known.

Benefits for Retired Employees. The Company recognizes the funded status of its defined benefit pension and other postretirement plans in the Consolidated Balance Sheets, with changes in the funded status recognized through accumulated other comprehensive income (loss), in the year in which the changes occur. Service cost is included in warehousing, delivery, selling, general, and administrative expenses and all other components of net benefit costs are recognized in other income and (expense), net, in the Consolidated Statement of Operations. The estimated cost of the Company’s defined benefit pension plan and its postretirement medical benefits are determined annually or upon plan remeasurement after considering information provided by consulting actuaries. Key factors used in developing estimates of these liabilities include assumptions related to discount rates, rates of return on investments, mortality rates, future compensation costs, healthcare cost trends, benefit payment patterns, and other factors. The cost of these benefits for retirees is accrued during their term of employment. Pensions are funded primarily in accordance with the requirements of the Employee Retirement Income Security Act (“ERISA”) of 1974 and the Pension Protection Act of 2006. Costs for retired employee medical benefits are funded when claims are submitted. Certain employees are covered by a defined contribution plan, for which the cost is expensed in the period earned.

Fair Value Measurements. To increase consistency and comparability in fair value measurements, FASB ASC 820 "Fair Value Measurement" ("ASC 820") establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

1.

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.

2.

Level 2 – inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

3.

Level 3 – unobservable inputs, such as internally-developed pricing models for the asset or liability due to little or no market activity for the asset or liability.

Ryerson utilizes fair value measurements in the calculation of pension plan assets, long-lived asset and definite-lived intangible asset impairments, and derivative assets and liabilities. See Note 6: Leases, Note 7: Intangible Assets, Note 8: Goodwill, Note 10: Employee Benefits, and Note 14: Derivatives and Fair Value Measurements respectively for further information.

The estimated fair value of the Company’s cash and cash equivalents, restricted cash, receivables less provisions, and accounts payable approximate their carrying amounts due to the short-term nature of these financial instruments. The estimated fair value of the Company's long-term debt and the current portions thereof equal the carrying amounts due to the short-term nature of the underlying borrowings on the Ryerson Credit Facility. See the Consolidated Balance Sheets for the December 31, 2025 and December 31, 2024 values of these assets and liabilities.

Cash Equivalents. Cash equivalents reflected in the financial statements are highly liquid, short-term investments with original maturities of three months or less. Checks issued in excess of funds on deposit at the bank represent “book” overdrafts. We reclassified $72.6million and $74.2million to accounts payable at December 31, 2025 and 2024, respectively.

Inventory Valuation. Inventories are stated at the lower of cost or market value. We primarily use the last-in, first-out (“LIFO”) method for valuing our domestic inventories. We use the moving average cost and the specific cost methods for valuing our foreign inventories.

Property, Plant, and Equipment. Property, plant, and equipment, including land use rights and finance lease assets, are depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The provision for depreciation in all periods presented is based on the following estimated useful lives of the assets:

Land improvements 20 years

Buildings 45 years

Machinery and equipment 10-15 years

Furniture and fixtures 10 years

Transportation equipment 3-6 years

Software 5 years

Land use rights 50 years

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Expenditures for normal repairs and maintenance are charged against income in the period incurred.

Internal-Use Software. Software is recognized in accordance with FASB ASC 350-40, "Internal-Use Software" ("ASC 350-40"). The Company has various software that is acquired, internally developed, or modified solely to meet the Company's internal needs, and software that the Company obtains access to in cloud computing arrangements that includes internal-use software licenses. Software development costs are capitalized when the preliminary project stage is complete and the development stage of the project commences, it is probable that the project will be complete, and the software will be used to perform the function intended. Costs associated with preliminary project stage activities, training, maintenance, and all other post implementation stage activities are expensed as incurred. The capitalization policy provides for the capitalization of certain payroll costs for employees who are directly associated with developing internal-use software as well as certain external direct costs. Capitalized employee costs are limited to the time directly spent on such projects. We also capitalize certain costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Our cloud computing arrangements that include a license to an internal use software which does not meet the criteria as defined by ASC 350-40 are accounted for as service contracts and do not constitute a purchase of a software or license to a software and as such are accounted as prepaid expenses and are amortized over the prepayment period. As of December 31, 2025 and 2024 we had $5.1 million and $2.7 million of software in prepaid expenses and other current assets on the Consolidated Balance Sheets, respectively. See Note 5: Property, Plant, and Equipment for the balances of software costs capitalized to fixed assets.

Leases. Leases are recognized in accordance with FASB ASC 842, “Leases” (“ASC 842”). TheCompany leases various assets including real estate, trucks, trailers, mobile equipment, processing equipment, and IT equipment. See Note 6: Leases, for further details. The Company has made an accounting policy election not to record leases with an initial term of twelve months or less (“short term leases”) on the balance sheet as allowed within ASC 842. Short term lease expense is recognized on a straight-line basis over the lease term. The Company has elected to apply the practical expedient that allows for the combination of lease and non-lease components for all asset classes.

Many of our real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. To determine the expected lease term, we include any noncancelable periods within the lease agreement as well as any periods covered by an option to extend the lease if we are reasonably certain to exercise the option. The equipment leases do not typically include options for renewal but may include options for purchase at the end of the lease. We determine the likelihood of exercising the option for purchase by assessing the option price versus the estimated fair value at the end of the lease term to determine if the option price is advantageous enough that we are reasonably certain to exercise it. The depreciable life of finance lease assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Lease payments include fixed payments, the exercise price of a purchase option that is reasonably certain of exercise, variable payments based on a known index, and the amount probable that the Company will owe under a residual value guarantee. Variable lease payments that are not based on a known index are not included in lease payments and are expensed as incurred.

The discount rate used to determine the amount of right of use assets, lease liabilities, and lease classification is the interest rate implicit in the lease, when known. If the rate implicit in the lease is not known, the Company will use its incremental borrowing rate defined as the interest rate swap rate that approximates the lease term plus the long-term expected spread on the Ryerson Credit Facility.

Goodwill. In accordance with FASB ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), goodwill is reviewed at least annually for impairment or whenever indicators of potential impairment exist. We test for impairment of goodwill by assessing various qualitative factors with respect to developments in our business and the overall economy. If we determine that it is more likely than not that the fair value of a reporting unit is less than the carrying value based on our qualitative assessment, we will proceed to the quantitative goodwill impairment test, in which we compare the fair value of the reporting unit where the goodwill resides to its carrying value. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. The fair value of the reporting unit is estimated using a combination of an income approach and a market approach as this combination is deemed to be the most indicative of fair value in an orderly transaction between market participants.

Long-lived Assets and Other Intangible Assets. Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When this occurs, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment is recognized. Any related impairment loss is calculated based upon comparison of the fair value to the carrying value of the asset. Separate intangible assets that have finite useful lives are amortized over their useful lives. See Note 6: Leases, Note 7: Intangible

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Assets and Note 14: Derivatives and Fair Value Measurements for balances impaired on right of use assets, definite-lived intangibles, and assets held for sale during 2025.

Deferred Financing Costs. Deferred financing costs associated with the issuance of debt are being amortized using the straight line method over the life of the debt in accordance with FASB ASC 470, “Debt” (“ASC 470”). Deferred financing costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability.

Foreign Currency. The Company translates assets and liabilities of its foreign subsidiaries, where the functional currency is the local currency, into U.S. dollars at the current rate of exchange on the last day of the reporting period. Revenues and expenses are translated at the average monthly exchange rates prevailing during the year.

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the year. The Company recognized an exchange loss of $4.5 million, a gain of $4.1 million, and a loss of $2.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. These amounts are classified either in Other income and (expense), net or Warehousing, delivery, selling, general, and administrative expense in our Consolidated Statements of Operations.

Income Taxes. Deferred tax assets or liabilities reflect temporary differences between amounts of assets and liabilities for financial and tax reporting. Such amounts are adjusted, as appropriate, to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is established to offset any deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The determination of the amount of a valuation allowance to be provided on recorded deferred tax assets involves estimates regarding (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income, (3) the impact of tax planning strategies, and (4) the ability to carry back tax losses to offset prior taxable income. In assessing the need for a valuation allowance, the Company considers all available positive and negative evidence in making this assessment.

Significant judgment is required in determining income tax provisions and in evaluating tax positions. In the normal course of business, the Company and its subsidiaries are examined by various federal, state, and foreign tax authorities. The Company records the impact of a tax position, if that position is more likely than not (i.e., greater than 50% likely) to be sustained in audit, based on the technical merits of the position. The Company regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, the current tax liability, and deferred taxes in the period in which the facts that give rise to a revision become known.

The Company recognizes the benefit of tax positions when a benefit is more likely than not to be sustained on its technical merits. Recognized tax benefits are measured at the largest amount that is more likely than not to be sustained, based on cumulative probability, in final settlement of the position. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Stock-Based Compensation. All of our stock-based compensation plans are classified as equity awards. The fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) is determined based on the fair value of our common stock on the grant date. The fair value of stock options is estimated based on a Monte Carlo simulation and considers variables such as volatility, dividend yield, risk-free rate, and the expected exercise multiple in computing the value of the options. The fair value of stock options, RSUs, and PSUs is expensed on a straight-line basis over their respective vesting periods. We have elected to recognize forfeitures as they occur. See Note 11: Stock-Based Compensation for further details.

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Recent Accounting Pronouncements

Recently Issued Accounting Standards–Adopted

In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740)”. The amendments in this update require public businesses to disclose specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. This update also requires further disclosures of income taxes paid disaggregated by federal, state, and foreign jurisdictions as well as by the individual jurisdiction in which income taxes are paid if the amount paid is equal to or greater than five percent of total income taxes paid. Further, this update requires a disclosure of income or loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense or benefit disaggregated by federal, state, and foreign. The Company adopted this guidance for the year ended December 31, 2025 on a prospective basis. The adoption of these changes did not have an impact on the Company's consolidated financial statements, other than disclosure requirements which are included in Note 17: Income Taxes.

Recently Issued Accounting Standards–Not Yet Adopted

In November 2024, FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” and in January 2025 issued an update through ASU 2025-01. The amendment requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The categories required to be disclosed under the amendment include: purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not disaggregated quantitatively. Additionally, disclosure is required of the total amount of selling expenses and the entity's definition of selling expenses in the annual reporting periods only. This update is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendment may be applied on either a retrospective or prospective basis. We are assessing the impact of adoption, but do not expect this guidance to materially impact the consolidated financial statements, other than enhanced disclosures.

In September 2025, FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. The amendment changes certain aspects of the accounting and disclosure of software costs. Under the amendment, companies will no longer use the concept of "development stages" in determining the relevant software costs to be capitalized. Software costs will be capitalizable if management, implicitly or explicitly, authorizes and commits to funding a software project and the probable-to-complete threshold is met. This update is effective for annual periods beginning after December 15, 2027 and early adoption is permitted. These amendments can be applied prospectively to new software costs incurred as of the beginning of the adoption period for all projects, prospectively to new software costs incurred only for projects that meet the new capitalization requirements, or retrospectively by recasting comparative periods and recognizing a cumulative-effect adjustment to the opening balance of retained earnings of the first period presented. We are assessing the impact of adoption, but do not expect this guidance to materially impact the consolidated financial statements.

Note 2: Acquisitions

2024 Acquisition Activity

During 2024, JT Ryerson paid $44.1 million to acquire Production Metals, LLC ("Production Metals") which is reflected within investing activities in the Consolidated Statements of Cash Flows. In 2025, JT Ryerson paid $0.8 million in holdback payments which are included within financing activities in the Consolidated Statements of Cash Flows.

2023 Acquisition Activity

During 2023, JT Ryerson paid $127.5 million to acquire BLP Holdings, LLC, Norlen Incorporated, TSA Processing, and Hudson Tool Steel Corporation reflected within investing activities in the Consolidated Statements of Cash Flows. In 2025, JT Ryerson paid $1.6 million in holdback payments which are included within financing activities in the Consolidated Statements of Cash Flows.

Included in our Consolidated Statements of Operations for the year-ended December 31, 2025, December 31, 2024, and December 31, 2023 were revenues of $109.4, $104.8 million, and $43.2 million, respectively, and net income of $1.1 million, net loss of $1.6 million, and net income of $1.8 million, respectively, related to the 2023 acquisitions. The 2023 acquisitions are insignificant to the Company's Consolidated Statements of Operations for the year-ended December 31, 2025, December 31, 2024 and December 31, 2023. The financial results presented are for significance disclosure purposes only and are not indicative of future performance.

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During 2023, JT Ryerson completed the purchase of certain assets from ExOne Operating, LLC. The total amount paid by JT Ryerson for the acquired assets was $9.7 million reflected within investing activities in the Consolidated Statements of Cash Flows.

2022 Acquisition Activity

During 2022, JT Ryerson acquired Excelsior, Inc. ("Excelsior"). During 2023, JT Ryerson paid an additional $0.6 million related to the net working capital adjustments included within investing activities in the Consolidated Statements of Cash Flows.

Note 3: Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the beginning and ending cash balances shown in the Consolidated Statements of Cash Flows:

At December 31,

(In millions)

Cash and cash equivalents $ 26.9 $ 27.7

Restricted cash 0.9 1.6

Total cash, cash equivalents, and restricted cash $ 27.8 $ 29.3

We had cash restricted for the purpose of covering letters of credit that can be presented for potential insurance claims and material purchases.

Note 4: Inventories

The Company primarily uses the last-in, first-out ("LIFO") method of valuing inventory. Under this method, older costs are included in inventory, which may be higher or lower than current costs.

See the Consolidated Balance Sheets for the December 31, 2025 and December 31, 2024 values of our in process and finished good inventory.

If current cost had been used to value inventories, such inventories would have been $151 million and $95 million higher than reported at December 31, 2025 and 2024, respectively. Approximately 87% and 89% of inventories are accounted for under the LIFO method at December 31, 2025 and 2024, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the moving average cost and the specific cost methods. Substantially all of our inventories consist of finished products.

The Company has consignment inventory at certain customer locations, which totaled $4.5 million and $5.0 million at December 31, 2025 and 2024, respectively.

Note 5: Property, Plant, and Equipment

Property, plant, and equipment consisted of the following at December 31, 2025 and 2024:

At December 31,

(In millions)

Land and land improvements $ 74.7 $ 73.9

Buildings and leasehold improvements 257.2 252.6

Machinery, equipment, and other 738.9 724.0

Construction in progress 24.1 23.1

Less: Accumulated depreciation (570.0 ) (515.3 )

Net property, plant, and equipment $ 609.8 $ 636.7

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The Company also had normal course asset sale activity which generated additional cash proceeds of $2.6 million, $2.1 million, and $0.5 million at December 31, 2025, 2024 and 2023, respectively.

Note 6: Leases

The Company leases various assets including real estate, trucks, trailers, cars, mobile equipment, processing equipment, and IT equipment. The Company has noncancelable operating leases expiring at various times through 2045, and finance leases expiring at various times through 2032.

In the fourth quarter of 2025, the Company decided to abandon it's facility in Green Bay, Wisconsin in 2025 and Waterbury, Connecticut in 2026, in connection with review of underperforming businesses. As a result, the Company recorded aggregate impairment charges of $0.8 million within the Consolidated Statement of Operations.

The following table summarizes the location and amount of lease assets and lease liabilities reported in our Consolidated Balance Sheets as of December 31, 2025 and 2024:

At December 31,

(In millions)

Assets

Operating lease assets Operating lease assets $ 323.9 $ 344.6

Finance lease assets Property, plant, and equipment, net(a) 21.1 20.0

Liabilities

Current

Operating Current portion of operating lease liabilities $ 34.0 $ 32.1

Finance Other accrued liabilities 5.2 5.7

Noncurrent

Operating Noncurrent operating lease liabilities 318.6 334.6

Finance Other noncurrent liabilities 11.4 11.0

(a)

Finance lease assets are recorded net of accumulated amortization of $17.8 million and $15.2 million as of December 31, 2025 and 2024, respectively.

The following table summarizes the location and amount of lease expense reported in our Consolidated Statements of Operations for the twelve months ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

Lease Expense Location of Lease Expense Recognized in Income 2025 2024 2023

(In millions)

Finance lease expense

Interest on lease liabilities Interest and other expense on debt 1.0 1.0 0.8

c

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The following table presents the maturity analysis of lease liabilities at December 31, 2025:

Maturity of Lease Liabilities Operating Leases(a) Finance Leases

(In millions)

Less: Interest(b) (88.3 ) (2.3 )

Present value of lease liabilities(c) $ 349.3 $ 16.5

(a)

There were no operating leases with options to extend lease terms that are reasonably certain of being exercised, and there were no legally binding lease payments for leases signed but not yet commenced.

(b)

Calculated using the discount rate for each lease.

(c)

Includes the current portion of $34.0 million for operating leases and $5.2 million for finance leases. The operating lease payments are net of $3.3 million of prepayments, which are recorded within the Operating Lease Asset line of the Consolidated Balance Sheet.

The following table shows the weighted-average remaining lease term and discount rate for operating and finance leases, respectively, at December 31, 2025 and 2024:

At December 31,

Weighted-average remaining lease term (years)

Finance leases 3.8 3.7

Weighted-average discount rate

Operating leases 4.0 % 3.9 %

Finance leases 6.9 % 6.7 %

Information reported in our Consolidated Statement of Cash Flows for the twelve months ended December 31, 2025, 2024, and 2023 is summarized below:

Year Ended December 31,

(In millions)

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases $ 45.4 $ 44.7 $ 40.5

Operating cash flows from finance leases 1.0 1.0 0.8

Financing cash flows from finance leases, net 0.3 6.4 7.1

Assets obtained in exchange for lease obligations:

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Note 7: Definite-Lived Intangible Assets

The following summarizes the components of definite-lived intangible assets at December 31, 2025 and 2024:

(In millions)

Amortizable intangible assets

Developed technology / product know-how 9.9 4.8 (4.5 ) 0.3 4.8 (4.2 ) 0.6

Amortization expense related to intangible assets reported in warehousing, delivery, selling, general, and administrative expense in our Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 was $9.6million, $9.7 million, and $8.5 million, respectively.

During the fourth quarter of 2025, the Company elected to rebrand the Production Metals business and abandon the associated trademark. This strategic decision resulted in the full impairment of both the gross and net carrying amounts, and as such, the Company recorded an impairment charge of $0.5 million within the Consolidated Statement of Operations.

Estimated amortization expense related to intangible assets at December 31, 2025, for each of the years in the five year period ending December 31, 2030 and thereafter is as follows:

EstimatedAmortization Expense

(In millions)

For the years ended thereafter 21.1

Note 8: Goodwill

Goodwill represents the excess of cost over the fair value of net assets acquired. The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024:

Cost AccumulatedImpairment CarryingAmount

(In millions)

Acquisitions 4.1 — 4.1

Foreign Currency Translation (0.1 ) — (0.1 )

Acquisitions (0.3 ) — (0.3 )

As of December 31, 2025, $161.1 million of goodwill resides at the U.S. reporting unit and $0.4 million of goodwill resides at the Canada reporting unit. In 2025, the Company derecognized $0.3 million of goodwill within the U.S. reporting unit due to finalizing purchase accounting on the acquisition of Production Metals.

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Pursuant to ASC 350, “Intangibles – Goodwill and Other,” we review the recoverability of goodwill annually as of October 1 or whenever significant events or changes occur that might impair the recovery of recorded amounts. Based on our October 1, annual goodwill impairment test, we determined there was no goodwill impairment in 2023, 2024, or 2025.

Note 9: Debt

Long-term debt consisted of the following at December 31, 2025 and 2024:

At December 31,

(In millions)

Unamortized debt issuance costs and discounts (2.0 ) (3.3 )

Less: Short-term foreign debt 1.9 0.7

As of December 31, 2025, the principal payments required to be made on debt during the next five fiscal years are shown below:

Amount