[425] OLYMPIC STEEL INC Business Combination Communication

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

425

Rhea-AI Filing Summary

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.

Positive

Olympic Steel merger: 1.7105 RYI shares per ZEUS share; ZEUS holders ~37% ownership
$120 million targeted annual synergies by end of year two; pro‑forma leverage expected <3x

Negative

Q3 net loss of $14.8 million; gross margin contracted to 17.2%
Q4 outlook: shipments down 5%–7% and diluted loss per share of $(0.28)–$(0.22)

Insights

Transformative merger announced amid soft quarter and cautious Q4 guide.

Ryerson reported Q3 net sales of $1.1615B and a net loss of $14.8M, reflecting weaker demand and margin compression. Adjusted EBITDA ex‑LIFO was $40.3M, down sequentially, as tons shipped decreased while pricing improved modestly. Liquidity stood at $521M, and net debt was $469.9M.

The announced merger with Olympic Steel is structurally significant: exchange ratio 1.7105, Olympic holders at roughly 37% ownership, targeted annual synergies of $120M by end of year two, and pro‑forma leverage expected below three times (with partial synergy credit). Governance and leadership roles are defined, and closing is targeted for Q1 2026 subject to approvals.

Near term, guidance calls for shipments down 5%–7%, net sales of $1.07–$1.11B, LIFO expense of $10–$14M, Adjusted EBITDA ex‑LIFO of $33–$37M, and a diluted loss per share of $(0.28)–$(0.22). Actual impact will depend on approval milestones and integration execution after closing.

10/28/2025 - 04:34 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): October 28, 2025

    

Ryerson Holding Corporation

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-34735	26-1251524
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

227 W. Monroe St. 27th Floor
Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (312) 292-5000

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value, 100,000,000 shares authorized	RYI	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

The information contained within Item 2.02 of this Form 8-K and Exhibit 99.1 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On October 28, 2025, Ryerson Holding Corporation (the “Company” or "Ryerson") issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company also provided a presentation as a supplement to its press release. A copy of the presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.


Item 7.01 Regulation FD Disclosure

On October 28, 2025, Ryerson and Olympic Steel, Inc., an Ohio corporation (“Olympic”), announced that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Olympic, Ryerson, Crimson MS Corp., an Ohio corporation and a direct wholly owned subsidiary of Ryerson (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Olympic (the “Merger”), with Olympic surviving the Merger as a wholly owned subsidiary of Ryerson. A copy of the joint press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference. In addition, on October 28, 2025, Ryerson and Olympic released a joint investor presentation. A copy of the joint investor presentation is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.3 and Exhibit 99.4 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On October 28, 2025, the Board of Directors declared a quarterly cash dividend of $0.1875 per share of common stock, payable on December 18, 2025, to stockholders of record as of December 4, 2025. Future quarterly dividends, if any, will be subject to Board approval.

The Company sponsors the Ryerson Pension Plan. In addition, the Company's wholly-owned subsidiary, Central Steel and Wire Company, LLC, sponsors the Central Steel & Wire Company Retirement Plan.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. Forward-looking statements are not statements of historical fact and reflect Ryerson’s and Olympic’s current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the proposed transaction involving Ryerson and Olympic, including future financial and operating results, Ryerson’s and Olympic’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the proposed transaction, and other statements that are not historical facts. No assurances can be given that the forward-looking statements contained in this communication will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Ryerson and Olympic Steel shareholder approvals; the risk that Ryerson and Olympic may be unable to obtain governmental and regulatory approvals required for the proposed transaction (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction; the risk that a condition to the consummation of the proposed transaction may not be satisfied; the risk of delays in completing the proposed transaction, including as related to any government shutdown; the risk that the businesses will not be integrated successfully or will be more costly or difficult than expected, or that the proposed transaction may be less accretive than expected; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected; the risk that the merger will not provide shareholders with increased earnings potential; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Ryerson’s or Olympic Steel’s common stock; the risk of litigation related to the proposed transaction; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the proposed transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; adverse economic conditions; highly cyclical fluctuations resulting from, among others, seasonality, market uncertainty, and costs of goods sold; each company’s ability to remain competitive and maintain market share in the highly competitive and fragmented metals distribution industry; managing the costs of purchased metals relative to the price at which each company sells its products during periods of rapid price escalation or deflation; customer, supplier and competitor consolidation, bankruptcy or insolvency; the impairment of goodwill that could result from, among other things, volatility in the markets in which each company operates; the impact of geopolitical events; future funding for postretirement employee benefits may require substantial payments from current cash flow; the regulatory and other operational risks associated with our operations located outside of the United States; currency rate fluctuations; the adequacy of each company’s efforts to mitigate cyber security risks and threats; reduced production schedules, layoffs or work stoppages by each company’s own, its suppliers’, or customers’ personnel; any underfunding of certain employee retirement benefit plans and the actual costs exceeding current estimates; prolonged disruption of each company’s processing centers; failure to manage potential conflicts of interest between or among customers or suppliers of each company; unanticipated changes to, or any inability to hire and retain key personnel at either company; currency exchange rate fluctuations; the incurrence of substantial costs of liabilities to comply with, or as a result of, violations of environmental laws; the risk of product liability claims; either company’s indebtedness or covenants in the instruments governing such indebtedness; the influence of a single investor group over either company’s policies and procedures; and other risks inherent in Ryerson’s and Olympic Steel’s businesses and other factors described in Ryerson’s and Olympic Steel’s respective filings with the Securities and Exchange Commission (the “SEC”). Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Ryerson and Olympic, or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Forward-looking statements are based on the estimates and opinions of management as of the date of this Current Report on Form 8-K; subsequent events and developments may cause their assessments to change. Neither Ryerson nor Olympic Steel undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law and they specifically disclaim any obligation to do so. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

NO OFFER OR SOLICITATION

This Current Report on Form 8-K is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed transaction, Ryerson and Olympic Steel intend to file a joint proxy statement with the SEC and Ryerson intends to file with the SEC a registration statement on Form S-4 that will include the joint proxy statement of Ryerson and Olympic Steel and that will also constitute a prospectus of Ryerson. Each of Ryerson and Olympic Steel may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Olympic Steel or Ryerson may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of Ryerson and Olympic Steel. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OLYMPIC, RYERSON, AND THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Olympic Steel, Ryerson and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by Ryerson may be obtained free of charge by directing a request by mail to Ryerson’s Corporate Secretary at Ryerson Holding Corporation, Attention: Secretary, 227 W. Monroe St., 27th Floor, Chicago, Illinois, 60606. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by Olympic Steel may be obtained free of charge by directing a request by mail to Olympic Steel’s Chief Financial Officer at Olympic Steel, Inc., 22901 Millcreek Boulevard, Suite 650, Highland Hills, OH, Attention: Chief Financial Officer.

PARTICIPANTS IN THE SOLICITATION

Olympic Steel, Ryerson and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies in connection with the proposed transaction. Information about Olympic Steel’s directors and executive officers is available in Olympic Steel’s proxy statement dated March 28, 2025 for its 2025 Annual Meeting of Shareholders. Information about Ryerson’s directors and executive officers is available in Ryerson’s proxy statement dated March 5, 2025, for its 2025 Annual Meeting of Stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement on Form S-4, including the joint proxy statement/prospectus, and all other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the registration statement on Form S-4, including the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

The following exhibits are being furnished or filed, as applicable, with this Current Report on Form 8-K:



Exhibit Number		Exhibit Title or Description
99.1		Ryerson Holding Corporation press release dated October 28, 2025.

99.2		Ryerson Holding Corporation quarterly release presentation dated October 28, 2025.

99.3		Ryerson Holding Corporation and Olympic Steel, Inc. joint press release dated October 28, 2025.

99.4		Ryerson Holding Corporation and Olympic Steel, Inc. joint presentation dated October 28, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			RYERSON HOLDING CORPORATION

Date:	October 28, 2025	By:	/s/ James. J. Claussen
			Executive Vice President and Chief Financial Officer

Exhibit 99.1

Ryerson Reports Third Quarter 2025 Results

Executed on self-help actions to achieve revenue within guidance range

against backdrop of protracted weak demand and tariff pricing conditions

CHICAGO – October 28, 2025 – Ryerson Holding Corporation (NYSE: RYI), a leading value-added processor and distributor of industrial metals, today reported results for the third quarter ended September 30, 2025.

Highlights:

•

Generated third quarter revenue of $1.16 billion, in-line with guidance, with average selling prices up 2.6% and tons shipped down 3.2% compared to the prior quarter

•

Generated net loss attributable to Ryerson Holding Corporation of $14.8 million, or diluted loss per share of $0.46, and Adjusted EBITDA, excluding LIFO1 of $40.3 million

•

Ended the third quarter with debt of $500 million and net debt2 of $470 million, compared to $510 million and $479 million, respectively, as of the end of the second quarter

•

Declared a fourth-quarter 2025 dividend of $0.1875 per share

A reconciliation of non-GAAP financial measures to the comparable GAAP measure is included below in this news release.


$ in millions, except tons (in thousands), average selling prices, and earnings per share

Financial Highlights:	Q3 2025	Q2 2025	Q3 2024	QoQ	YoY	9MO 2025	9MO 2024	YoY

Revenue	$1,161.5	$1,169.3	$1,126.6	(0.7)%	3.1%	$3,466.5	$3,591.3	(3.5)%
Tons shipped	485	501	485	(3.2)%	—	1,486	1,490	(0.3)%
Average selling price/ton	$2,395	$2,334	$2,323	2.6%	3.1%	$2,333	$2,410	(3.2)%
Gross margin	17.2%	17.9%	17.9%	-70 bps	-70 bps	17.7%	17.9%	-20 bps
Gross margin, excl. LIFO(1)	18.3%	19.0%	16.3%	-70 bps	200 bps	18.6%	17.2%	140 bps
Warehousing, delivery, selling, general, and administrative expenses	$200.5	$203.6	$196.9	(1.5)%	1.8%	$606.2	$612.7	(1.1)%
As a percentage of revenue	17.3%	17.4%	17.5%	-10 bps	-20 bps	17.5%	17.1%	40 bps
Net income (loss) attributable to Ryerson Holding Corporation	$(14.8)	$1.9	$(6.6)	878.9%	124.2%	$(18.5)	$(4.3)	330.2%
Diluted earnings (loss) per share	$(0.46)	$0.06	$(0.20)	$(0.52)	$(0.26)	$(0.58)	$(0.13)	$(0.45)
Adjusted diluted earnings (loss) per share	$(0.46)	$0.08	$(0.20)	$(0.54)	$(0.26)	$(0.55)	$(0.05)	$(0.50)
Adj. EBITDA, excl. LIFO	$40.3	$45.0	$21.0	(10.4)%	91.9%	$118.1	$103.8	13.8%
Adj. EBITDA, excl. LIFO margin	3.5%	3.8%	1.9%	-30 bps	160 bps	3.4%	2.9%	50 bps

Balance Sheet and Cash Flow Highlights:
Total debt	$499.7	$510.2	$522.1	(2.1)%	(4.3)%	$499.7	$522.1	(4.3)%
Cash and cash equivalents	$29.8	$30.8	$35.0	(3.2)%	(14.9)%	$29.8	$35.0	(14.9)%
Net debt	$469.9	$479.4	$487.1	(2.0)%	(3.5)%	$469.9	$487.1	(3.5)%
Net debt / LTM Adj. EBITDA, excl. LIFO	3.7x	4.4x	3.8x	(0.7x)	(0.1x)	3.7x	3.8x	(0.1x)
Cash conversion cycle (days)	68.2	66.3	79.3	1.9	(11.1)	67.1	76.5	(9.4)
Net cash provided by (used in) operating activities	$(8.3)	$23.8	$134.6	$(32.1)	$(142.9)	$(25.7)	$112.7	$(138.4)

-6-

Management Commentary

Eddie Lehner, Ryerson’s President, Chief Executive Officer & Director, said, “During the third quarter, we executed on our self-help playbook, delivering on perennial service center fundamentals of speed, availability, consistency, and on-time-delivery as we effectively managed the business amidst a procession of challenges that have endured for 36 months running. As the Purchasing Manager's Index (PMI) continues to live at recessed levels for 33 out of the past 36 months and MSCI (Metals Service Center Industry) demand has declined year over year, it is a buyer’s market evidenced by discounting and smaller orders sizes. Areas of particular weakness in the quarter were OEM contract shipments and carbon steel margin compression. Areas of strength were transactional sales growth and further operationalization of new investments made over the past three years. We generated revenue and shipments within our guidance range while reducing debt, taking out non-value-added expenses, and managing net working capital efficiently. I would like to thank all of my colleagues for their safe, productive and determined efforts throughout the quarter and year-to-date as we position Ryerson for better times ahead.”

Third Quarter Results

Ryerson generated net sales of $1.16 billion in the third quarter of 2025, a decrease of 0.7% compared to the prior quarter but within our guidance range. Average selling prices increased by 2.6% while tons shipped decreased by 3.2% quarter-over-quarter. Third quarter revenue performance reflects tariff supported pricing for our carbon and aluminum products partially offset by weak demand conditions.

Market conditions placed pressure on gross margin during the third quarter, resulting in a 70 basis point contraction to 17.2%, compared to 17.9% for the second quarter of 2025. LIFO expense recorded for the third quarter was consistent with that of the second, $13.2 million, reflective of continued commodity price inflation in our stainless steel and aluminum product categories during the period. Excluding the impact of LIFO, gross margin contracted by 70 basis points to 18.3% in the third quarter of 2025 compared to 19.0% in the second quarter.

Third quarter warehousing, delivery, selling, general, and administrative expenses of $200.5 million represents a decrease of $3.1 million, or 1.5% compared to the second quarter of 2025. Sequential expense decreases were driven by lower variable expenses. Compared to the prior year period, third quarter 2025 operating expenses increased by $3.6 million, or 1.8%, on a nominal basis, but decreased as a percentage of sales by 20 basis points to 17.3%.

Net loss attributable to Ryerson Holding Corporation for the third quarter of 2025 was $14.8 million, or $0.46 per diluted share, compared to net income of $1.9 million, or $0.06 per diluted share, in the previous quarter. Ryerson generated Adjusted EBITDA, excluding LIFO of $40.3 million in the third quarter of 2025 compared to $45.0 million in the second quarter of 2025.

Liquidity & Debt Management

In the third quarter, Ryerson recorded use of cash from operating activities of $8.3 million, driven by the net loss generated. This compares to operating cash generation of $23.8 million in the second quarter. The Company ended the third quarter of 2025 with debt of $500 million and net debt of $470 million, a sequential decrease of $10 million and $9 million, respectively, compared to the second quarter of 2025. Ryerson’s global liquidity, composed of cash and cash equivalents and availability on its revolving credit facilities, was $521 million as of September 30, 2025, compared to $485 million as of June 30, 2025.

Shareholder Return Activity

Dividends. On October 28, 2025, the Board of Directors declared a quarterly cash dividend of $0.1875 per share of common stock, payable on December 18, 2025, to stockholders of record as of December 4, 2025. During the third quarter of 2025, Ryerson’s quarterly dividend amounted to a cash return of $6.0 million.

Share Repurchases and Authorization. Ryerson did not repurchase shares during the third quarter of 2025. As of September 30, 2025, $38.4 million remained under the existing authorization.

Olympic Merger Agreement.

On October 28, 2025, the Company entered into a definitive merger agreement to acquire Olympic Steel, Inc. (“Olympic”). Under the terms and subject to the conditions of the merger agreement, shares of Olympic will be converted into the right to receive shares of common stock of the Company based upon a fixed exchange ratio as well as cash in lieu of fractional shares. The consummation of the Olympic acquisition is subject to certain customary closing conditions, including approval by stockholders of both the Company and Olympic.

Outlook Commentary

For the fourth quarter of 2025, Ryerson expects customer shipments to decrease by 5% to 7% quarter-over-quarter, reflecting normal seasonality patterns as well as the soft manufacturing and industrial metal demand conditions. The Company anticipates fourth quarter net sales to be in the range of $1.07 billion to $1.11 billion, with average selling prices flat to up 2%. LIFO expense is expected to be between $10 million to $14 million. Adjusted EBITDA, excluding LIFO, therefore, is expected to be in the range of $33 million to $37 million and loss per diluted share in the range of $0.28 to $0.22.


Third Quarter 2025 Major Product Metrics
	Net Sales (millions)
		Q3 2025			Q2 2025			Q3 2024			Quarter-over-quarter			Year-over-year

Carbon Steel	$	584		$	578		$	585				1.0	%		(0.2	%)
Aluminum	$	287		$	306		$	250				(6.2	%)		14.8	%
Stainless Steel	$	271		$	271		$	276				-			(1.8	%)

	Tons Shipped (thousands)
		Q3 2025			Q2 2025			Q3 2024			Quarter-over-quarter			Year-over-year

Carbon Steel		381			391			382				(2.6	%)		(0.3	%)
Aluminum		45			50			44				(10.0	%)		2.3	%
Stainless Steel		57			60			58				(5.0	%)		(1.7	%)

	Average Selling Prices (per ton)
		Q3 2025			Q2 2025			Q3 2024			Quarter-over-quarter			Year-over-year

Carbon Steel	$		1,533	$		1,478	$		1,531			3.7	%		0.1	%
Aluminum	$		6,378	$		6,120	$		5,682			4.2	%		12.2	%
Stainless Steel	$		4,754	$		4,517	$		4,759			5.3	%		(0.1	%)




Year to Date 2025 Major Product Metrics
					Net Sales (millions)
					YTD 2025			YTD 2024		Year-over-year

Carbon Steel				$		1,725	$		1,873			(7.9	%)
Aluminum				$	868		$	806				7.7	%
Stainless Steel				$	823		$	859				(4.2	%)

					Tons Shipped (thousands)
					YTD 2025			YTD 2024		Year-over-year

Carbon Steel						1,161			1,163			(0.2	%)
Aluminum					143			143				-
Stainless Steel					178			178				-

					Average Selling Prices (per ton)
					YTD 2025			YTD 2024		Year-over-year

Carbon Steel				$		1,486	$		1,610			(7.7	%)
Aluminum				$		6,070	$		5,636			7.7	%
Stainless Steel				$		4,624	$		4,826			(4.2	%)

Earnings Call Information

Ryerson will host a conference call to discuss third quarter 2025 financial results for the period ended September 30, 2025, on Wednesday, October 29, 2025, at 10 a.m. Eastern Time. The live online broadcast will be available on the Company’s investor relations website, ir.ryerson.com. A replay will be available at the same website for 90 days.

About Ryerson

Ryerson is a leading value-added processor and distributor of industrial metals, with operations in the United States, Canada, Mexico, and China. Founded in 1842, Ryerson has approximately 4,300 employees and over 110 locations. Visit Ryerson at www.ryerson.com.

Ryerson Investor Relations:

investorinfo@ryerson.com

Notes:

1For EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding LIFO and gross margin excluding LIFO please see Schedule 2

2Net debt is defined as long term debt plus short term debt less cash and cash equivalents and excludes restricted cash

Legal Disclaimer
The contents herein are provided for general information purposes only and do not constitute an offer to sell or purchase, or a solicitation of an offer to purchase, any security (“Security”) of the Company or its affiliates (“Ryerson”) in any jurisdiction. Ryerson does not intend to solicit, and is not soliciting, any action with respect to any Security or any other contractual relationship with Ryerson. Nothing in this release, individually or taken in the aggregate, constitutes an offer of securities for sale or purchase, or a solicitation of an offer to purchase, any Security in the United States, or to U.S. persons, or in any other jurisdiction in which such an offer or solicitation is unlawful.

Safe Harbor Provision
FORWARD-LOOKING STATEMENTS

could give rise to the termination of the proposed transaction; the risk that a condition to the consummation of the proposed transaction may not be satisfied; the risk of delays in completing the proposed transaction, including as related to any government shutdown; the risk that the businesses will not be integrated successfully or will be more costly or difficult than expected; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected or that the proposed transaction may be less accretive than expected; the risk that the merger will not provide shareholders with increased earnings potential; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Ryerson’s or Olympic Steel’s common stock; the risk of litigation related to the proposed transaction; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the proposed transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; adverse economic conditions; highly cyclical fluctuations resulting from, among others, seasonality, market uncertainty, and costs of goods sold; each company’s ability to remain competitive and maintain market share in the highly competitive and fragmented metals distribution industry; managing the costs of purchased metals relative to the price at which each company sells its products during periods of rapid price escalation or deflation; customer, supplier and competitor consolidation, bankruptcy or insolvency; the impairment of goodwill that could result from, among other things, volatility in the markets in which each company operates; the impact of geopolitical events; future funding for postretirement employee benefits may require substantial payments from current cash flow; the regulatory and other operational risks associated with our operations located outside of the United States; currency rate fluctuations; the adequacy of each company’s efforts to mitigate cyber security risks and threats; reduced production schedules, layoffs or work stoppages by each company’s own, its suppliers’, or customers’ personnel; any underfunding of certain employee retirement benefit plans and the actual costs exceeding current estimates; prolonged disruption of each company’s processing centers; failure to manage potential conflicts of interest between or among customers or suppliers of each company; unanticipated changes to, or any inability to hire and retain key personnel at either company; currency exchange rate fluctuations; the incurrence of substantial costs of liabilities to comply with, or as a result of, violations of environmental laws; the risk of product liability claims; either company’s indebtedness or covenants in the instruments governing such indebtedness; the influence of a single investor group over the either company’s policies and procedures; and other risks inherent in Ryerson’s and Olympic Steel’s businesses and other factors described in Ryerson’s and Olympic Steel’s respective filings with the Securities and Exchange Commission (the “SEC”). Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Ryerson and Olympic Steel, or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Forward-looking statements are based on the estimates and opinions of management as of the date of this communication; subsequent events and developments may cause their assessments to change. Neither Ryerson nor Olympic Steel undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law and they specifically disclaim any obligation to do so. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

NO OFFER OR SOLICITATION

This communication is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

PARTICIPANTS IN THE SOLICITATION


RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
Selected Income and Cash Flow Data - Unaudited
(Dollars and Shares in Millions, except Per Share and Per Ton Data)

	2025						2024			First Nine Months Ended
	Third			Second			Third			September 30,
	Quarter			Quarter			Quarter			2025			2024

NET SALES	$	1,161.5		$	1,169.3		$	1,126.6		$	3,466.5		$	3,591.3
Cost of materials sold		962.0			959.9			924.6			2,853.2			2,948.2
Gross profit		199.5			209.4			202.0			613.3			643.1
Warehousing, delivery, selling, general, and administrative		200.5			203.6			196.9			606.2			612.7
Gain on insurance settlement		—			—			(1.3	)		—			(1.3	)
Restructuring and other charges		—			—			1.1			—			2.8
OPERATING PROFIT (LOSS)		(1.0	)		5.8			5.3			7.1			28.9
Other income and (expense), net		0.8			(2.3	)		(0.2	)		(1.2	)		1.4
Interest and other expense on debt		(10.1	)		(9.8	)		(11.5	)		(29.4	)		(32.9	)
LOSS BEFORE INCOME TAXES		(10.3	)		(6.3	)		(6.4	)		(23.5	)		(2.6	)
Provision (benefit) for income taxes		4.1			(8.4	)		(0.4	)		(5.9	)		0.5
NET INCOME (LOSS)		(14.4	)		2.1			(6.0	)		(17.6	)		(3.1	)
Less: Net income attributable to noncontrolling interest		0.4			0.2			0.6			0.9			1.2
NET INCOME (LOSS) ATTRIBUTABLE TO RYERSON HOLDING CORPORATION	$	(14.8	)	$	1.9		$	(6.6	)	$	(18.5	)	$	(4.3	)
EARNINGS (LOSS) PER SHARE
Basic	$	(0.46	)	$	0.06		$	(0.20	)	$	(0.58	)	$	(0.13	)
Diluted	$	(0.46	)	$	0.06		$	(0.20	)	$	(0.58	)	$	(0.13	)
Shares outstanding - basic		32.2			32.2			32.7			32.1			33.6
Shares outstanding - diluted		32.2			32.4			32.7			32.1			33.6

Dividends declared per share	$	0.1875		$	0.1875		$	0.1875		$	0.5625		$	0.5625

Supplemental Data :
Tons shipped (000)		485			501			485			1,486			1,490
Shipping days		64			64			64			191			192
Average selling price/ton	$	2,395		$	2,334		$	2,323		$	2,333		$	2,410
Gross profit/ton		411			418			416			413			432
Operating profit (loss)/ton		(2	)		12			11			5			19
LIFO expense (income) per ton		27			26			(37	)		22			(18	)
LIFO expense (income)		13.2			13.2			(18.1	)		33.2			(27.1	)
Depreciation and amortization expense		20.2			19.4			19.5			58.8			54.9
Cash flow provided by (used in) operating activities		(8.3	)		23.8			134.6			(25.7	)		112.7
Capital expenditures		(12.8	)		(9.9	)		(31.6	)		(30.7	)		(76.1	)

See Schedule 1 for Condensed Consolidated Balance Sheets
See Schedule 2 for EBITDA and Adjusted EBITDA reconciliation
See Schedule 3 for Adjusted EPS reconciliation
See Schedule 4 for Free Cash Flow reconciliation
See Schedule 5 for Fourth Quarter 2025 Guidance reconciliation


Schedule 1
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Balance Sheets
(In millions, except shares)

	September 30,		December 31,
	2025		2024
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	29.8	$	27.7
Restricted cash		0.6		1.6
Receivables, less provisions of $3.2 at September 30, 2025 and $2.5 at December 31, 2024		520.9		425.6
Inventories		678.7		684.6
Prepaid expenses and other current assets		73.5		68.1
Total current assets		1,303.5		1,207.6
Property, plant, and equipment, at cost		1,157.4		1,152.0
Less: accumulated depreciation		550.1		515.3
Property, plant, and equipment, net		607.3		636.7
Operating lease assets		330.9		344.6
Other intangible assets		61.1		68.3
Goodwill		161.5		161.8
Deferred charges and other assets		25.7		20.5
Total assets	$	2,490.0	$	2,439.5
Liabilities
Current liabilities:
Accounts payable	$	514.5	$	440.8
Salaries, wages, and commissions		37.9		35.7
Other accrued liabilities		66.0		67.1
Short-term debt		1.5		0.7
Current portion of operating lease liabilities		33.2		32.1
Current portion of deferred employee benefits		3.8		3.7
Total current liabilities		656.9		580.1
Long-term debt		498.2		466.7
Deferred employee benefits		78.1		90.9
Noncurrent operating lease liabilities		323.7		334.6
Deferred income taxes		122.9		129.0
Other noncurrent liabilities		12.8		13.7
Total liabilities		1,692.6		1,615.0
Commitments and contingencies
Equity
Ryerson Holding Corporation stockholders' equity:
Preferred stock, $0.01 par value; 7,000,000 shares authorized and no shares issued at September 30, 2025 and December 31, 2024		—		—
Common stock, $0.01 par value; 100,000,000 shares authorized; 40,363,173 and 39,899,093 shares issued at September 30, 2025 and December 31, 2024, respectively		0.4		0.4
Capital in excess of par value		429.9		423.5
Retained earnings		742.8		779.6


Treasury stock, at cost - Common stock of 8,164,148 shares at September 30, 2025 and 8,051,226 shares at December 31, 2024		(237.0	)		(234.4	)
Accumulated other comprehensive loss		(148.8	)		(153.8	)
Total Ryerson Holding Corporation Stockholders' Equity		787.3			815.3
Noncontrolling interest		10.1			9.2
Total Equity		797.4			824.5
Total Liabilities and Stockholders' Equity	$	2,490.0		$	2,439.5


Schedule 2
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
Reconciliations of Net Income (Loss) Attributable to Ryerson Holding Corporation to EBITDA and Gross profit to Gross profit excluding LIFO
(Dollars in millions)

	2025						2024			First Nine Months Ended
	Third			Second			Third			September 30,
	Quarter			Quarter			Quarter			2025			2024

Net income (loss) attributable to Ryerson Holding Corporation	$	(14.8	)	$	1.9		$	(6.6	)	$	(18.5	)	$	(4.3	)
Interest and other expense on debt		10.1			9.8			11.5			29.4			32.9
Provision (benefit) for income taxes		4.1			(8.4	)		(0.4	)		(5.9	)		0.5
Depreciation and amortization expense		20.2			19.4			19.5			58.8			54.9
EBITDA	$	19.6		$	22.7		$	24.0		$	63.8		$	84.0
Gain on insurance settlement		—			(1.0	)		(1.3	)		(1.0	)		(1.3	)
Reorganization		7.3			5.0			15.8			16.3			48.6
Impairment charges on assets		0.1			1.8			—			1.9			—
Pension settlement loss		—			—			—			—			2.2
Benefit plan curtailment gain		—			—			—			—			(0.3	)
Foreign currency transaction (gains) losses		(1.1	)		2.7			0.6			1.6			(1.0	)
Purchase consideration and other transaction costs (credits)		0.3			0.5			(0.4	)		1.2			(1.4	)
Other adjustments		0.9			0.1			0.4			1.1			0.1
Adjusted EBITDA	$	27.1		$	31.8		$	39.1		$	84.9		$	130.9

Adjusted EBITDA	$	27.1		$	31.8		$	39.1		$	84.9		$	130.9
LIFO expense (income)		13.2			13.2			(18.1	)		33.2			(27.1	)
Adjusted EBITDA, excluding LIFO expense (income)	$	40.3		$	45.0		$	21.0		$	118.1		$	103.8

Net sales	$	1,161.5		$	1,169.3		$	1,126.6		$	3,466.5		$	3,591.3

Adjusted EBITDA, excluding LIFO expense (income), as a percentage of net sales		3.5	%		3.8	%		1.9	%		3.4	%		2.9	%

Gross profit	$	199.5		$	209.4		$	202.0		$	613.3		$	643.1

Gross margin		17.2	%		17.9	%		17.9	%		17.7	%		17.9	%

Gross profit	$	199.5		$	209.4		$	202.0		$	613.3		$	643.1
LIFO expense (income)		13.2			13.2			(18.1	)		33.2			(27.1	)
Gross profit, excluding LIFO expense (income)	$	212.7		$	222.6		$	183.9		$	646.5		$	616.0

Gross margin, excluding LIFO expense (income)		18.3	%		19.0	%		16.3	%		18.6	%		17.2	%

     Note: EBITDA represents net income before interest and other expense on debt, provision for income taxes, depreciation, and amortization. Adjusted EBITDA gives further effect to, among other things, gain on insurance settlement, reorganization expenses, impairment charges on assets, pension settlement loss, benefit plan curtailment gain, foreign currency transaction gains and losses, and purchase consideration and other transaction costs (credits). We believe that the presentation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA, excluding LIFO expense (income), provides useful information to investors regarding our operational performance because they enhance an investor’s overall understanding of our core financial performance and provide a basis of comparison of results between current, past, and future periods. We also disclose the metric Adjusted EBITDA, excluding LIFO expense (income), to provide a means of comparison amongst our competitors who may not use the same basis of accounting for inventories. EBITDA, Adjusted EBITDA, and Adjusted EBITDA, excluding LIFO expense (income), are three of the primary metrics management uses for planning and forecasting in future periods, including trending and analyzing the core operating performance of our business without the effect of U.S. generally accepted accounting principles, or GAAP, expenses, revenues, and gains (losses) that are unrelated to the day to day performance of our business. We also establish compensation programs for our executive management and regional employees that are based upon the achievement of pre-established EBITDA, Adjusted EBITDA, and Adjusted EBITDA, excluding LIFO expense (income), targets. We also use EBITDA, Adjusted EBITDA, and Adjusted EBITDA, excluding LIFO expense (income), to benchmark our operating performance to that of our competitors. EBITDA, Adjusted EBITDA, and Adjusted EBITDA, excluding LIFO expense (income), do not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with generally accepted accounting principles, and neither EBITDA, Adjusted EBITDA, and Adjusted EBITDA, excluding LIFO expense (income), is necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. This release also presents gross margin, excluding LIFO expense (income), which is calculated as gross profit minus LIFO expense (income), divided by net sales. We have excluded LIFO expense from gross margin and Adjusted EBITDA as a percentage of net sales metrics in order to provide a means of comparison amongst our competitors who may not use the same basis of accounting for inventories as we do. Our definitions of EBITDA, Adjusted EBITDA, Adjusted EBITDA, excluding LIFO expense (income), gross margin, excluding LIFO expense (income), and Adjusted EBITDA, excluding LIFO expense (income), as a percentage of sales may differ from that of other companies.


Schedule 3
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted Earnings (Loss) per Share
(Dollars and Shares in Millions, Except Per Share Data)

	2025						2024			First Nine Months Ended
	Third			Second			Third			September 30,
	Quarter			Quarter			Quarter			2025			2024

Net income (loss) attributable to Ryerson Holding Corporation	$	(14.8	)	$	1.9		$	(6.6	)	$	(18.5	)	$	(4.3	)

Gain on insurance settlement		—			(1.0	)		(1.3	)		(1.0	)		(1.3	)
Restructuring and other charges		—			—			1.1			—			2.8
Impairment charges on assets		0.1			1.8			—			1.9			—
Pension settlement loss		—			—			—			—			2.2
Benefit plan curtailment gain		—			—			—			—			(0.3	)
Provision (benefit) for income taxes		—			(0.2	)		0.1			(0.2	)		(0.8	)

Adjusted net income (loss) attributable to Ryerson Holding Corporation	$	(14.7	)	$	2.5		$	(6.7	)	$	(17.8	)	$	(1.7	)

Adjusted diluted earnings (loss) per share	$	(0.46	)	$	0.08		$	(0.20	)	$	(0.55	)	$	(0.05	)

Shares outstanding - diluted		32.2			32.4			32.7			32.1			33.6

Note: Adjusted net income (loss) and Adjusted earnings (loss) per share is presented to provide a means of comparison with periods that do not include similar adjustments.


Schedule 4
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
Cash Flow from Operations to Free Cash Flow Yield
(Dollars in Millions)

	2025						2024			First Nine Months Ended
	Third			Second			Third			September 30,
	Quarter			Quarter			Quarter			2025			2024

Net cash provided by (used in) operating activities	$	(8.3	)	$	23.8		$	134.6		$	(25.7	)	$	112.7
Capital expenditures		(12.8	)		(9.9	)		(31.6	)		(30.7	)		(76.1	)
Proceeds from sales of property, plant, and equipment		2.3			0.2			0.4			2.6			1.9
Free cash flow	$	(18.8	)	$	14.1		$	103.4		$	(53.8	)	$	38.5

Market capitalization	$	736.1		$	694.5		$	634.0		$	736.1		$	634.0

Free cash flow yield		(2.6	)%		2.0	%		16.3	%		(7.3	)%		6.1	%

     Note: Market capitalization is calculated using September 30, 2025, June 30, 2025, and September 30, 2024 stock prices and shares outstanding.


Schedule 5
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
Reconciliation of Fourth Quarter 2025 Net Income (Loss) Attributable to Ryerson Holding Corporation to Adj. EBITDA, excl. LIFO Guidance
(Dollars in Millions, except Per Share Data)
	Fourth Quarter 2025
	Low	High
Net loss attributable to Ryerson Holding Corporation	$(9)	$(7)

Diluted loss per share	$(0.28)	$(0.22)

Interest and other expense on debt	9	10
Benefit for income taxes	(4)	(3)
Depreciation and amortization expense	22	23
EBITDA	$18	$23
Adjustments	1	4
Adjusted EBITDA	$19	$27
LIFO expense	14	10
Adjusted EBITDA, excluding LIFO expense	$33	$37

Note: See the note within Schedule 2 for a description of EBITDA and Adjusted EBITDA.

Exhibit 99.3

Ryerson and Olympic Steel Announce Merger Agreement

(Chicago and Cleveland – October 28, 2025) – Ryerson Holding Corporation (NYSE: RYI), a leading value-added processor and distributor of industrial metals, and Olympic Steel, Inc. (NASDAQ: ZEUS), a leading U.S. metals service center, announced today that they have entered into a definitive agreement to merge. The merger will enhance the combined company’s presence as the second-largest North American metals service center and represents a highly compatible strategic match as it will bring Olympic Steel’s complementary footprint, capabilities, and product offerings into Ryerson’s intelligently interconnected network of value-added service centers. The transaction is expected to generate approximately $120 million in annual synergies by the end of year two via procurement scale, efficiency gains, commercial enhancement, and network optimization.

Under the terms of the merger agreement, Olympic Steel shareholders will receive 1.7105 Ryerson shares of common stock for every Olympic Steel share of common stock owned and will own approximately 37% of the combined company. The merger is expected to be immediately accretive to shareholders of the combined entity and is expected to result in a reduced pro-forma leverage ratio of less than three times, assuming partial credit for synergies. The deal is expected to close in the first quarter of 2026, subject to the satisfaction or waiver of customary closing conditions and the receipt of regulatory and shareholder approvals.

As part of the transaction, Michael D. Siegal, Executive Chairman of Olympic Steel’s Board of Directors, will be appointed chairman of the Board of Directors (“Board”) of the combined company, and Olympic Steel will also appoint three other mutually satisfactory directors to the combined 11-member Board. Eddie Lehner, President and Chief Executive Officer (“CEO”) of Ryerson, will serve as CEO of the combined company, with Richard T. Marabito, CEO of Olympic Steel, serving as President and Chief Operating Officer.

Eddie Lehner said, “This merger represents an immensely attractive and unique opportunity for Ryerson and Olympic Steel as it combines our two organizations, which couldn’t be more complementary and synergistic around the products, services, footprint, and customer experience that will enhance our market presence while adding significant value to our stakeholders. The combination of our organizations will further scale the digital investments that Ryerson has made to bring Olympic Steel’s capabilities and formidable expertise into a larger network and provide our customers with greater network density, faster lead times, and a wider array of custom solutions from pick-pack-and-ship to finished parts. We believe this merger presents our shareholders with increased earnings potential in the form of accretive margins, strong cash flows, and compelling synergies. I have known Michael Siegal, Rick Marabito, Andrew Greiff, and Rich Manson for many years and have the deepest respect and admiration for the exceptional organization they have

created and cultivated. I could not be more optimistic and energized about the merging of our two companies with a combined 255 years of industrial metals service center experience. I look forward to working with Rick and the entire Olympic Steel organization with shared mission, passion, and purpose to unite our teams in reaching our vast potential together.”

“We are very excited about the combination of Ryerson and Olympic Steel and the trajectory of the business going forward,” added Steve Larson, Chairman of Ryerson’s Board. “We look forward to welcoming Michael and the additional Olympic directors to the already strong Ryerson board. They bring a wealth of experience and perspective that will be invaluable as we work together to ensure the full potential of the combined business is realized.”

Rick Marabito said, “We are thrilled to merge with Ryerson and for all of the opportunities that becoming a $6.5 billion company will provide to our key stakeholders. Together, we will offer new career growth to our employees, enhanced services to our customers, and greater value for our investors. This is an exciting moment for both of our companies, and we look forward to partnering with the Ryerson team once we close.”

Michael Siegal added, “This is a significant milestone for the business my father and uncle started more than 70 years ago. We went from private to public in 1994, and now we enthusiastically take this next step to accelerate Olympic Steel’s continued growth. Ryerson is a well-respected company with more than 180 years of history and a values-based culture much like our own. We fully endorse this next chapter for Olympic Steel and our stakeholders.”

Ryerson and Olympic Steel will discuss the announced merger agreement on Wednesday, October 29th at 10 a.m. Eastern Time in a joint conversation. This conversation will take place on Ryerson’s third quarter 2025 earnings call following the Company’s prepared financial comments. The online broadcast will be available on Ryerson’s Investor Relations website, ir.ryerson.com.

Ryerson Holding Corporation’s Third Quarter

2025 Earnings Call Details:

DATE: Wednesday, October 29, 2025

TIME: 10:00 a.m. ET / 9:00 a.m. CT

DIAL-IN: 800-330-6710 (U.S. & Canada) / 646-769-9200 (International)

CONFERENCE ID: 1257397

Advisors

J.P. Morgan is acting as Ryerson’s exclusive financial advisor, and Willkie Farr & Gallagher LLP is acting as Ryerson’s legal counsel on the transaction.

KeyBanc Capital Markets is acting as Olympic Steel’s financial adviser and provided a fairness opinion, Houlihan Lokey provided a fairness opinion, and Jones Day is acting as Olympic Steel’s legal counsel on the transaction.

About Ryerson

Ryerson is a leading value-added processor and distributor of industrial metals, with operations in the United States, Canada, Mexico, and China. Founded in 1842, Ryerson has around 4,300 employees in approximately 110 locations. Visit Ryerson at www.ryerson.com.

About Olympic Steel

Founded in 1954, Olympic Steel (Nasdaq: ZEUS) is a leading U.S. metals service center focused on the direct sale and value-added processing of carbon and coated sheet, plate and coil steel 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, including stainless steel bollards; commercial, residential and industrial venting and air filtration systems; Wright® brand self-dumping hoppers; and metal canopy components. Headquartered in Cleveland, Ohio, Olympic Steel operates from 54 facilities. For additional information, please visit https://www.olysteel.com.

FORWARD-LOOKING STATEMENTS

This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. Forward-looking statements are not statements of historical fact and reflect Ryerson’s and Olympic’s current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the proposed transaction involving Ryerson and Olympic, including future financial and operating results, Ryerson’s and Olympic’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the proposed transaction, and other statements that are not historical facts. No assurances can be given that the forward-looking statements contained in this communication will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Ryerson and Olympic Steel shareholder approvals; the risk that Ryerson and Olympic may be unable to obtain governmental and regulatory approvals required for the proposed transaction (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction; the risk that a condition to the consummation of the proposed transaction may not be satisfied; the risk of delays in completing the proposed transaction, including as related to any government shutdown; the risk that the businesses will not be integrated successfully or will be more costly or difficult than expected; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected or that the proposed transaction may be less accretive than expected; the risk that the merger will not provide shareholders with increased earnings potential; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Ryerson’s or Olympic Steel’s common stock; the risk of litigation related to the proposed transaction; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the proposed transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; adverse economic conditions; highly cyclical fluctuations resulting from, among others, seasonality, market uncertainty, and costs of goods sold; each company’s ability to remain competitive and maintain market share in the highly competitive and fragmented metals distribution industry; managing the costs of purchased metals relative to the price at which each company sells its products during periods of rapid price escalation or deflation; customer, supplier and competitor consolidation, bankruptcy or insolvency; the impairment of goodwill that could result from, among other things, volatility in the markets in which each company operates; the impact of geopolitical events; future funding for postretirement employee benefits may require substantial payments from current cash flow; the regulatory and other operational risks associated with our operations located outside of the United States; currency rate fluctuations; the adequacy of each company’s efforts to mitigate cyber security risks and threats;

reduced production schedules, layoffs or work stoppages by each company’s own, its suppliers’, or customers’ personnel; any underfunding of certain employee retirement benefit plans and the actual costs exceeding current estimates; prolonged disruption of each company’s processing centers; failure to manage potential conflicts of interest between or among customers or suppliers of each company; unanticipated changes to, or any inability to hire and retain key personnel at either company; currency exchange rate fluctuations; the incurrence of substantial costs of liabilities to comply with, or as a result of, violations of environmental laws; the risk of product liability claims; either company’s indebtedness or covenants in the instruments governing such indebtedness; the influence of a single investor group over either company’s policies and procedures; and other risks inherent in Ryerson’s and Olympic Steel’s businesses and other factors described in Ryerson’s and Olympic Steel’s respective filings with the Securities and Exchange Commission (the “SEC”). Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Ryerson and Olympic, or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

NO OFFER OR SOLICITATION

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

mailed to stockholders of Ryerson and Olympic Steel. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OLYMPIC, RYERSON, AND THE PROPOSED TRANSACTION.

PARTICIPANTS IN THE SOLICITATION

Olympic Steel, Ryerson and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies in connection with the proposed transaction. Information about Olympic’s directors and executive officers is available in Olympic Steel’s proxy statement dated March 28, 2025 for its 2025 Annual Meeting of Shareholders. Information about Ryerson’s directors and executive officers is available in Ryerson’s proxy statement dated March 5, 2025, for its 2025 Annual Meeting of Stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement on Form S-4, including the joint proxy statement/prospectus, and all other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the registration statement on Form S-4, including the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.

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