Ryerson Hldg Corp SEC Filings

Ryerson shared details of a proposed merger with Olympic Steel (ZEUS), positioning the combined company as a larger North American metals service center. The companies cite a combined footprint of 164 locations, nearly 16,000,000 square feet of service center space, and about $6.5 billion in trailing 12‑month revenue.

The combined board is planned to include 11 directors (7 from Ryerson and 4 from Olympic Steel). Next steps include filing a joint proxy statement and a Form S‑4 registration statement, followed by shareholder votes and required regulatory approvals. Management noted “gating items” over the next 90 days and currently expects closing by the end of Q1 2026, subject to approvals and customary conditions.

Risks highlighted include potential failure to obtain approvals, an adverse shareholder vote, or a competing bid for Olympic Steel. The message emphasizes maintaining focus on ongoing operations while the transaction proceeds through the approval process.

Ryerson Holding Corporation agreed to acquire Olympic Steel in an all‑stock merger. Each share of Olympic common stock will convert into 1.7105 shares of Ryerson common stock, with cash paid in lieu of fractional shares. The merger will make Olympic a wholly owned subsidiary of Ryerson.

Closing is conditioned on Olympic shareholder adoption, Ryerson stockholder approval of the share issuance, effectiveness of a Form S‑4, NYSE listing approval for the new Ryerson shares, HSR clearance, and customary bringdowns and covenants, including no material adverse effect. The agreement includes a termination outside date of April 28, 2026 (extendable to July 28, 2026 for regulatory approvals) and reciprocal $15 million termination fees for certain recommendation changes or willful solicitation breaches, plus up to $10 million expense reimbursement if stockholder approval fails.

Post‑closing, Ryerson’s board will expand to 11 directors, adding four Olympic‑designated directors. Michael Siegal will become Board Chair, and Richard Marabito will become President and COO, with a $3,880,000 RSU sign‑on award vesting on the third anniversary of closing. Olympic equity and cash awards will be assumed, cashed out, or prorated per award type under specified terms.

Ryerson Holding Corporation announced a definitive agreement to acquire Olympic Steel in an all‑stock merger. Each share of Olympic common stock will be converted into the right to receive 1.7105 shares of Ryerson common stock, rounded down to the nearest whole share, with cash paid in lieu of fractional shares.

Closing is conditioned on Olympic shareholder approval, Ryerson stockholder approval for the share issuance, the effectiveness of a Form S‑4, NYSE listing approval for the new Ryerson shares, HSR Act clearance, absence of legal prohibitions, and other customary conditions. The merger agreement includes reciprocal $15 million termination fees tied to recommendation changes and up to $10 million expense reimbursement if stockholder approvals are not obtained.

Post‑closing, Ryerson’s board will expand to 11 directors, adding four Olympic designees. Michael Siegal will become Board Chair; Stephen Larson will resign at closing. Executive appointments include Richard Marabito as President and COO of Ryerson, with a $3,880,000 RSU sign‑on award vesting on the third anniversary of closing. Olympic equity and cash awards will be assumed, vested, or cash‑settled as specified.

Ryerson discussed third-quarter performance and its proposed all-stock merger with Olympic Steel (ZEUS). Q3 2025 net sales were $1.16 billion, with a net loss of $14.8 million ($0.46 per diluted share) as carbon steel margins compressed and shipments softened. Adjusted EBITDA excluding LIFO was $40.3 million. The company ended the quarter with $500 million in total debt, $470 million net debt, liquidity of $521 million, and a leverage ratio of 3.7x.

For Q4 2025, management expects volumes down 5–7%, average selling prices flat to up 2%, revenue of $1.07–$1.11 billion, adjusted EBITDA excluding LIFO of $33–$37 million, LIFO expense of $10–$14 million, and a net loss per share of $0.28–$0.22. Capex is guided to about $50 million for the year.

The merger with Olympic Steel targets Q1 2026 close. Olympic shareholders will receive 1.7105 Ryerson shares per ZEUS share, resulting in ownership of approximately 63% Ryerson holders and 37% Olympic holders. The combined company cites $6.5 billion of 2024 revenue and expects $120 million of synergies phased over two years, with up to $40 million in costs to achieve. Leadership will feature Eddie Lehner as CEO and Rick Marabito as President/COO, and an expanded 11‑member board chaired by Michael Siegal.

Ryerson Holding Corporation announced plans to merge with Olympic Steel, a value-added metals processor with 54 locations across North America. The combination is positioned to create the second-largest North American metals service center by integrating Olympic Steel’s complementary footprint, capabilities, and product offerings into Ryerson’s network.

The companies expect the merger to close in early 2026, subject to shareholder approvals and required governmental and regulatory approvals. Business operations continue as usual until closing. Ryerson and Olympic Steel plan to file a joint proxy statement and a Form S-4 registration statement that will include a joint proxy statement/prospectus to provide further details to stockholders.

Ryerson plans to merge with Olympic Steel, a value‑added metals processor with 54 locations across North America. The combination is positioned as the second‑largest North American metals service center and aims to unite complementary footprints, capabilities, and product offerings within Ryerson’s network.

Leadership for the combined company is outlined: Michael D. Siegal will become chairman of the Board, Olympic Steel will appoint three additional directors to a combined 11‑member Board, Eddie Lehner will serve as CEO, and Richard T. Marabito will serve as President and COO. The companies emphasized potential benefits such as accretive margins, strong cash flows, and synergies, while noting the merger is not yet finalized and both will continue to operate independently pending completion. Ryerson and Olympic Steel plan to file a joint proxy statement and a Form S‑4 registration statement.

Ryerson Holding Corporation announced plans to merge with Olympic Steel (ZEUS), a value-added metals processor with 54 North American locations. The companies say the combination would position the merged entity as the second-largest North American metals service center.

The message emphasizes continuity: business will continue as usual until closing, which is expected in early 2026. Ryerson and Olympic Steel intend to file a joint proxy statement and Ryerson plans to file a Form S-4 that will include the joint proxy statement/prospectus. Shareholder and regulatory approvals are required, and the communication includes standard forward-looking statements and risks.

Investors are directed to review the upcoming registration statement and joint proxy statement/prospectus when available for detailed information about the proposed transaction.

Ryerson Holding Corporation distributed internal manager talking points about its proposed merger with Olympic Steel, Inc. The message emphasizes that the merger has not closed and that both companies must continue to operate independently, avoiding any joint negotiations or control representations.

Ryerson and Olympic Steel plan to file a joint proxy statement and a Form S-4 registration statement that will include a joint proxy statement/prospectus. Investors are urged to read these materials when available, as they will contain important information about both companies and the proposed transaction.

The communication includes forward-looking statements and outlines numerous risks that could affect completion and outcomes, including shareholder and regulatory approvals, integration challenges, potential delays, market conditions, and other operational and financial factors. It also notes that this is not an offer or solicitation to buy or sell securities.

Ryerson Holding Corporation reported third-quarter 2025 results and announced a merger agreement with Olympic Steel. Q3 net sales were $1.1615 billion, with average selling price up 2.6% and tons shipped down 3.2% sequentially. The company posted a net loss of $14.8 million (diluted EPS $(0.46)) and generated Adjusted EBITDA excluding LIFO of $40.3 million. Gross margin contracted to 17.2%.

Ryerson ended the quarter with $499.7 million total debt, $469.9 million net debt, and $521 million of global liquidity. The Board declared a quarterly dividend of $0.1875 per share, payable December 18, 2025 to holders of record on December 4, 2025. For Q4 2025, the company guides shipments down 5%–7%, net sales of $1.07–$1.11 billion, LIFO expense of $10–$14 million, Adjusted EBITDA ex-LIFO of $33–$37 million, and a diluted loss per share of $(0.28)–$(0.22).

Ryerson and Olympic Steel entered a definitive merger agreement: Olympic shareholders will receive 1.7105 Ryerson shares per Olympic share and are expected to own about 37% of the combined company. The companies target approximately $120 million in annual synergies by the end of year two, with closing expected in the first quarter of 2026, subject to customary approvals.