Olympic Steel deal reshapes Ryerson (NYSE: RYI) with 2025 results
Rhea-AI Filing Summary
Ryerson Holding Corporation reported fourth-quarter 2025 revenue of $1.10 billion, up 9.7% year over year, but posted a net loss of $37.9 million or $1.18 per diluted share as gross margin compressed to 15.3%.
For full-year 2025, revenue was $4.57 billion, down slightly from 2024, with a net loss of $56.4 million. Adjusted EBITDA excluding LIFO reached $20.4 million in Q4 and $138.5 million for the year. Net debt was $436 million, bringing leverage down to 3.1x.
Ryerson closed its all-stock merger with Olympic Steel, whose shareholders now own about 37% of the combined company. The deal creates North America’s second-largest metals service center and targets roughly $120 million in annual run-rate synergies by early 2028. The company also extended and upsized its revolving credit facility from $1.3 billion to $1.8 billion.
The Board declared a quarterly dividend of $0.1875 per share, payable March 19, 2026. For first-quarter 2026, including Olympic Steel’s stub period, Ryerson guides to revenue of $1.52–$1.58 billion and Adjusted EBITDA excluding LIFO of $63–$67 million, supported by higher shipments and expected margin recovery.
Positive
- Completed Olympic Steel merger in an all-stock deal, creating North America’s second-largest metals service center with targeted $120 million in annual run-rate synergies by early 2028.
- Strengthened capital structure by extending and enlarging the revolving credit facility from $1.3 billion to $1.8 billion and reducing leverage to 3.1x net debt to LTM Adjusted EBITDA excluding LIFO.
- Improved adjusted profitability with 2025 Adjusted EBITDA excluding LIFO rising to $138.5 million, up from $114.1 million in 2024, despite a challenging demand and pricing environment.
Negative
- Significantly weaker earnings as 2025 net loss attributable to Ryerson widened to $56.4 million (diluted loss $1.76 per share) from a $8.6 million loss in 2024, driven partly by margin compression and LIFO expense.
- Q4 2025 profitability pressure with gross margin dropping to 15.3% and Adjusted EBITDA excluding LIFO halving quarter over quarter to $20.4 million, reflecting cost increases outpacing pricing.
Insights
Transformative merger and stronger balance sheet offset weak 2025 earnings.
Ryerson ended 2025 with soft profitability but clear strategic moves. Q4 revenue was
For 2025, revenue of
The completed all-stock merger with Olympic Steel creates North America’s second-largest metals service center and targets about
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): |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 February 19, 2026, Ryerson Holding Corporation (the “Company” or "Ryerson") issued a press release announcing its financial results for the quarter ended December 31, 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 8.01 Other Events.
On February 13, 2026, the Board of Directors declared a quarterly cash dividend of $0.1875 per share of common stock, payable on March 19, 2026, to stockholders of record as of March 5, 2026. 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.
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:
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Exhibit Number |
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Exhibit Title or Description |
99.1 |
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Ryerson Holding Corporation press release dated February 19, 2026. |
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99.2 |
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Ryerson Holding Corporation quarterly release presentation dated February 19, 2026. |
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104 |
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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.
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RYERSON HOLDING CORPORATION |
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Date: |
February 19, 2026 |
By: |
/s/ James. J. Claussen |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Ryerson Reports Fourth Quarter and Full-Year 2025 Results
Successfully completed merger with Olympic Steel, extended and expanded credit facility,
and generated fourth quarter top line metrics within guidance range while exceeding cash flow and leverage targets for the quarter
CHICAGO – February 19, 2026 – Ryerson Holding Corporation (NYSE: RYI), a leading value-added processor and distributor of industrial metals, today reported results for the fourth quarter and full year ended December 31, 2025.
Highlights:
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 |
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Financial Highlights: |
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Q4 2025 |
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Q3 2025 |
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Q4 2024 |
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QoQ |
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YoY |
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2025 |
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2024 |
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YoY |
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Revenue |
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$1,104.8 |
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$1,161.5 |
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$1,007.4 |
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(4.9)% |
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9.7% |
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$4,571.3 |
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$4,598.7 |
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(0.6)% |
Tons shipped |
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461 |
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485 |
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447 |
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(4.9)% |
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3.1% |
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1,947 |
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1,937 |
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0.5% |
Average selling price/ton |
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$2,397 |
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$2,395 |
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$2,254 |
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0.1% |
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6.3% |
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$2,348 |
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$2,374 |
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(1.1)% |
Gross margin |
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15.3% |
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17.2% |
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19.0% |
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-190 bps |
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-370 bps |
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17.1% |
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18.1% |
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-100 bps |
Gross margin, excl. LIFO(2) |
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17.3% |
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18.3% |
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16.4% |
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-100 bps |
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90 bps |
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18.3% |
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17.0% |
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130 bps |
Warehousing, delivery, selling, general, and administrative expenses |
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$205.3 |
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$200.4 |
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$188.5 |
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2.4% |
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8.9% |
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$809.6 |
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$801.2 |
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1.0% |
As a percentage of revenue |
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18.6% |
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17.3% |
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18.7% |
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130 bps |
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-10 bps |
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17.7% |
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17.4% |
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30 bps |
Net loss attributable to Ryerson Holding Corporation |
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$(37.9) |
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$(14.8) |
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$(4.3) |
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(156.1)% |
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781.4% |
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$(56.4) |
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$(8.6) |
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555.8% |
Diluted loss per share |
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$(1.18) |
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$(0.46) |
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$(0.13) |
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$(0.72) |
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$(1.05) |
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$(1.76) |
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$(0.26) |
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$(1.50) |
Adjusted diluted loss per share |
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$(1.01) |
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$(0.46) |
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$(0.14) |
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$(0.55) |
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$(0.87) |
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$(1.56) |
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$(0.18) |
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$(1.38) |
Adj. EBITDA, excl. LIFO |
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$20.4 |
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$40.3 |
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$10.3 |
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(49.4)% |
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98.1% |
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$138.5 |
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$114.1 |
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21.4% |
Adj. EBITDA, excl. LIFO margin |
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1.8% |
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3.5% |
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1.0% |
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-170 bps |
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80 bps |
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3.0% |
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2.5% |
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50 bps |
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Balance Sheet and Cash Flow Highlights: |
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Total debt |
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$463.1 |
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$499.7 |
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$467.4 |
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(7.3)% |
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(0.9)% |
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$463.1 |
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$467.4 |
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(0.9)% |
Cash and cash equivalents |
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$26.9 |
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$29.8 |
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$27.7 |
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(9.7)% |
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(2.9)% |
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$26.9 |
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$27.7 |
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(2.9)% |
Net debt |
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$436.2 |
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$469.9 |
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$439.7 |
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(7.2)% |
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(0.8)% |
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$436.2 |
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$439.7 |
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(0.8)% |
Net debt / LTM Adj. EBITDA, excl. LIFO |
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3.1x |
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3.7x |
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3.9x |
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(0.6x) |
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(0.8x) |
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3.1x |
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3.9x |
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(0.8x) |
Cash conversion cycle (days) |
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68.3 |
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68.2 |
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78.6 |
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0.1 |
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(10.3) |
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66.9 |
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76.7 |
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(9.8) |
Net cash provided by (used in) operating activities |
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$112.7 |
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$(8.3) |
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$92.2 |
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$121.0 |
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$20.5 |
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$87.0 |
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$204.9 |
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$(117.9) |
Management Commentary
Eddie Lehner, Ryerson’s Chief Executive Officer & Director, said, “I would first like to thank my Ryerson colleagues for vigilantly navigating a difficult year in the industrial metals and manufacturing space. Commodity price asynchronous volatility combined with an ongoing contractionary demand backdrop, especially among our OEM program customers, characterized the year in full and the fourth quarter. On February 13, 2026, we successfully closed our merger with Olympic Steel and I want to welcome all of my Olympic Steel colleagues as we start work on realizing the full potential of what our combined company can offer to our customers and to all stakeholders. During the fourth quarter, supply-side mill prices rose faster than average selling prices while buyers continued to resist price increases in the distribution channel as demand remained restrained while contract price resets lagged and even spot transactional pricing stagnated. Consequently, margin compression was more acute in the quarter than anticipated even though we met top line guidance and exceeded our net leverage and cash flow targets. On the brighter side, in the first quarter of 2026, we are seeing price increases filter into a more favorable demand environment as quote and order activity are currently tracking well ahead of year-over-year and sequential levels. We therefore anticipate realizing gross margin recovery as well as improved operating leverage and operating income in the first quarter of 2026.”
"We could not be more energized and optimistic about our recently completed merger with Olympic Steel and what this union will mean for our customers and shareholders," continued Lehner. "Not only do we have a clear, achievable runway for further improving the customer experience and generating significant annual run-rate synergies, but we also believe the timing of this combination will create a sustainable competitive advantage as our combined company is well-positioned to benefit from an inflection in U.S. manufacturing demand and the combined investments we have both made over the past four years."
Fourth Quarter Results
Ryerson generated net sales of $1.10 billion in the fourth quarter of 2025, an increase of 9.7% compared to the year-ago period with average selling prices 6.3% higher and tons shipped 3.1% higher. Sequentially, net sales decreased by 4.9%, driven by decreased tons shipped as demand conditions in the fourth quarter reflected normal seasonality patterns as well as continued manufacturing malaise. Average selling prices were relatively consistent (+0.1%) compared to the third quarter as increases in material input costs were not yet realized in downstream markets by the end of the quarter.
Increases in costs of goods sold therefore outpaced average selling price growth and resulted in sequential gross margin compression of 190 basis points to 15.3%, compared to 17.2% for the third quarter of 2025. LIFO expense for the fourth quarter was also greater than anticipated as we recorded expense of $22.5 million compared to $13.2 million in the prior quarter. Excluding the impact of LIFO, gross margin contracted by 100 basis points to 17.3% in the fourth quarter of 2025 compared to 18.3% in the third quarter.
Fourth quarter warehousing, delivery, selling, general, and administrative expenses of $205.3 million represents an increase of $4.9 million, or 2.4% compared to the third quarter of 2025. The quarter-over-quarter expense increase was driven by advisory service fees related to the Olympic Steel merger, which totaled $7.8 million. Compared to the prior year period, fourth quarter 2025 warehousing, delivery, selling, general, and administrative expenses increased by $16.8 million, or 8.9%. As a percentage of sales, however, fourth quarter 2025 warehousing, delivery, selling, general, and administrative expenses declined marginally compared to the year-ago period, from 18.7% to 18.6%.
Net loss attributable to Ryerson Holding Corporation for the fourth quarter of 2025 was $37.9 million, or $1.18 per diluted share, compared to net loss of $14.8 million, or $0.46 per diluted share, for the previous quarter, and net loss of $4.3 million, or $0.13 per diluted share, for the fourth quarter of 2024. Ryerson generated Adjusted EBITDA, excluding LIFO of $20.4 million in the fourth quarter of 2025 compared to $40.3 million in the third quarter of 2025, and $10.3 million in the year-ago period.
Full-Year Results
Ryerson generated net sales of $4.6 billion for the full-year 2025, a decrease of 0.6% compared to full-year 2024 sales. Revenue performance for the year was influenced by 1.1% lower average selling prices which were partially offset by slightly higher (+0.5%) tons shipped.
Gross margin contracted by 100 basis points for the full-year 2025 to 17.1% compared to 18.1% for 2024 as costs of goods sold increased relative to average selling prices. Driven by increases in metals commodities prices, increases in inventory costs over the year generated LIFO expense of $55.7 million in 2025, a reversal compared to the LIFO income of $52.5 million recorded for 2024. Excluding the impact of LIFO, full-year 2025 gross margin expanded 130 basis points to 18.3% compared with 17.0% for 2024.
Warehousing, delivery, selling, general, and administrative expenses increased 1.0%, or $8.4 million, to $809.6 million for the full-year 2025, compared to $801.2 million for 2024, driven by $7.8 million in advisory service fees related to the Olympic Steel merger and inflationary increases in transportation and logistics expenses as well as in compensation and benefits.
Net Loss Attributable to Ryerson Holding Corporation for the full-year 2025 was $56.4 million, or $1.76 per diluted share, compared to net loss of $8.6 million, or $0.26 per diluted share, in 2024. Ryerson generated Adjusted EBITDA, excluding LIFO of $138.5 million in 2025 compared to $114.1 million in 2024.
Liquidity & Debt Management
In the fourth quarter, Ryerson generated cash from operating activities of $112.7 million as the seasonal fourth quarter working capital release well outpaced the net loss generated in the quarter. This compares to a use of cash from operating activities of $8.3 million in the third quarter. The Company ended the fourth quarter of 2025 with debt of $463 million and net debt of $436 million, a sequential decrease of $37 million and $34 million, respectively, compared to the third quarter of 2025. For the full year of 2025, Ryerson generated $87 million in cash from operating activities compared to $205 million for the full year of 2024. Ryerson also reduced its leverage ratio from 3.9x for 2024 to 3.1x for 2025. The Company’s global liquidity, composed of cash and cash equivalents and availability on its revolving credit facilities, was $502 million as of December 31, 2025, compared to $521 million as of September 30, 2025.
Extension & Expansion of Credit Facility
On February 13, 2026, the Company extended the maturity of its revolving credit facility and expanded its capacity from $1.3 billion to $1.8 billion. The Company expects to continue to use the facility for general corporate purposes including working capital needs, capital expenditures, funding of possible acquisitions, and satisfaction of other obligations of the Company. The revolving credit facility is secured primarily by the inventory and accounts receivable of the company's U.S. and Canadian operating subsidiaries.
Jim Claussen, Ryerson's Chief Financial Officer, said, “The successful amendment and extension our revolving credit facility provides us with continued financial stability as we perform our normal business operations while also providing us with the flexibility to pursue growth opportunities such as those enabled by the recent Olympic Steel merger. I would like to thank the Ryerson team for all of their hard work during this exciting and pivotal time in the Company’s history and also recognize the achievements that have led to our vastly improved capital structure which now underpins our combined future potential."
Bank of America, N.A. is the Administrative Agent and Collateral Agent and BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association are Joint Lead Arrangers and Joint Bookrunners.
Shareholder Return Activity
Dividends. On February 13, 2026, the Board of Directors declared a quarterly cash dividend of $0.1875 per share of common stock, payable on March 19, 2026, to stockholders of record as of March 5, 2026. During the fourth quarter of 2025, Ryerson’s quarterly dividend amounted to a cash return of $6.1 million.
Share Repurchases and Authorization. Ryerson did not repurchase shares during the fourth quarter of 2025. As of December 31, 2025, $38.4 million remained under the existing authorization.
Olympic Steel Merger
On February 13, 2026, having fulfilled all of the required closing conditions, including approval by stockholders of both companies, Ryerson and Olympic Steel announced the successful closure of their merger. Under the terms of the merger agreement, shareholders of Olympic Steel common stock received shares of Ryerson's common stock at an exchange ratio of 1.7105 and now own approximately 37% of the combined company. Together, Ryerson and Olympic Steel now have a stronger market presence with an approximately 160-facility footprint, enhanced processing capabilities, and a greater breadth of product offerings to provide its customers. The transaction is expected to generate approximately $120 million in annual run-rate synergies by early 2028 via procurement scale, efficiency gains, commercial enhancement, and network optimization strategies.
Outlook Commentary
The Company (Ryerson only, see Olympic Steel stub period guidance in the next paragraph) notes relatively strong customer activity in the first half of the quarter relative to the past several years and expects same-store customer shipments to increase by 13% to 15% with average selling prices expected to be flat to up by 2% quarter-over-quarter. Net sales are therefore expected to be in the range of $1.26 billion to $1.30 billion. Ryerson anticipates gross margin expansion in the first quarter as fourth quarter inventory cost increases become gradually realized in first quarter average selling prices. It also expects to realize improved year-over-year and sequential operating leverage as demand conditions improve, leading to net income generation of $10 to $12 million before any merger-related fees. The Company expects to record LIFO expense between $6 and $8 million and to generate Adjusted EBITDA, excluding LIFO in the range of $51 to $54 million. Ryerson also anticipates using cash in the first quarter of 2026 to support working capital given the guided revenue increase and merger closing related outlays while continuing to prioritize net leverage reductions toward our targeted range as the year progresses.
The Olympic Steel business is expected to experience similar market dynamics and therefore generate in the last six weeks of the quarter accretive revenue in the range of $260 to $280 million and Adjusted EBITDA, excluding LIFO in the range of $12 to $13 million. Altogether, the combined Company anticipates reporting first quarter 2026 revenue in the range of $1.52 to $1.58 billion and Adjusted EBITDA, excluding LIFO attainment between $63 and $67 million.
Fourth Quarter 2025 Major Product Metrics |
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Net Sales (millions) |
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Q4 2025 |
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Q3 2025 |
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Q4 2024 |
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Quarter-over-quarter |
Year-over-year |
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Carbon Steel |
$ |
538 |
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$ |
584 |
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$ |
510 |
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(7.9 |
%) |
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5.5 |
% |
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Aluminum |
$ |
282 |
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$ |
287 |
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$ |
236 |
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(1.7 |
%) |
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19.5 |
% |
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Stainless Steel |
$ |
269 |
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$ |
271 |
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$ |
248 |
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(0.7 |
%) |
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8.5 |
% |
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Tons Shipped (thousands) |
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Q4 2025 |
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Q3 2025 |
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Q4 2024 |
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Quarter-over-quarter |
Year-over-year |
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Carbon Steel |
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361 |
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381 |
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353 |
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(5.2 |
%) |
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2.3 |
% |
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Aluminum |
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42 |
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45 |
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42 |
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(6.7 |
%) |
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- |
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Stainless Steel |
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56 |
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57 |
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52 |
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(1.8 |
%) |
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6.9 |
% |
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Average Selling Prices (per ton) |
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Q4 2025 |
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Q3 2025 |
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Q4 2024 |
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Quarter-over-quarter |
Year-over-year |
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Carbon Steel |
$ |
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1,490 |
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$ |
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1,533 |
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$ |
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1,445 |
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(2.8 |
%) |
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3.2 |
% |
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Aluminum |
$ |
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6,714 |
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$ |
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6,378 |
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$ |
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5,619 |
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5.3 |
% |
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19.5 |
% |
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Stainless Steel |
$ |
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4,804 |
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$ |
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4,754 |
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$ |
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4,733 |
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1.0 |
% |
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1.5 |
% |
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Full Year 2025 Major Product Metrics |
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Net Sales (millions) |
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FY 2025 |
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FY 2024 |
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Year-over-year |
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Carbon Steel |
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$ |
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2,263 |
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$ |
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2,383 |
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(5.0 |
%) |
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Aluminum |
|
|
|
$ |
|
1,150 |
|
|
$ |
|
1,042 |
|
|
|
10.4 |
% |
|
|
|
|
||
Stainless Steel |
|
|
$ |
|
1,092 |
|
|
$ |
|
1,107 |
|
|
|
(1.4 |
%) |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Tons Shipped (thousands) |
|
|
|
||||||||||||||
|
|
|
|
|
FY 2025 |
|
|
|
FY 2024 |
|
Year-over-year |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carbon Steel |
|
|
|
|
1,522 |
|
|
|
|
1,516 |
|
|
|
0.4 |
% |
|
|
|
|
|||
Aluminum |
|
|
|
|
185 |
|
|
|
185 |
|
|
|
- |
|
|
|
|
|
||||
Stainless Steel |
|
|
|
234 |
|
|
|
|
230 |
|
|
|
1.6 |
% |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Average Selling Prices (per ton) |
|
|
|
||||||||||||||
|
|
|
|
|
FY 2025 |
|
|
|
FY 2024 |
|
Year-over-year |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carbon Steel |
|
|
$ |
|
1,487 |
|
|
$ |
|
1,572 |
|
|
|
(5.4 |
%) |
|
|
|
|
|||
Aluminum |
|
|
|
$ |
|
6,216 |
|
|
$ |
|
5,632 |
|
|
|
10.4 |
% |
|
|
|
|
||
Stainless Steel |
|
|
$ |
|
4,667 |
|
|
$ |
|
4,805 |
|
|
|
(2.9 |
%) |
|
|
|
|
|||
Earnings Call Information
Ryerson will host a conference call to discuss fourth quarter and full-year 2025 financial results for the period ended December 31, 2025, on Friday, February 20, 2026, 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. Ryerson will file its form 10-K for the year ended December 31, 2025 prior to market open on February 23, 2026.
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, together with Olympic Steel, has approximately 6,400 employees and 160 locations. Visit Ryerson at www.ryerson.com.
Ryerson Investor Relations:
investorinfo@ryerson.com
Notes:
1Net debt is defined as long term debt plus short term debt less cash and cash equivalents and excludes restricted cash
2For EBITDA, Adjusted EBITDA, Adjusted EBITDA, excluding LIFO and gross margin, excluding LIFO please see Schedule 2
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
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 current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the merger involving Ryerson and Olympic Steel, including future financial and operating results, Ryerson’s plans, objectives, expectations, and intentions, 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 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 transaction may be less accretive than expected; the risk that the merger will not provide shareholders with increased earnings potential; 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 transaction; the risk of adverse reactions or changes to business or employee relationships resulting from the merger; adverse economic conditions; highly cyclical fluctuations resulting from, among others, seasonality, market uncertainty, and costs of goods sold; the 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 the 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 the 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; the Company’s indebtedness or covenants in the instruments governing such indebtedness; the influence of a single investor group over the company’s policies and procedures; and other risks inherent in Ryerson’s business and other factors described in Ryerson’s 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. 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. Ryerson does not undertake 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.
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) |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
Third |
|
|
|
|
|
|
|
|||||
|
|
Fourth Quarter |
|
|
Quarter |
|
|
Year Ended December 31, |
|
|||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
NET SALES |
|
$ |
1,104.8 |
|
|
$ |
1,007.4 |
|
|
$ |
1,161.5 |
|
|
$ |
4,571.3 |
|
|
$ |
4,598.7 |
|
Cost of materials sold |
|
|
935.9 |
|
|
|
816.3 |
|
|
|
962.0 |
|
|
|
3,789.1 |
|
|
|
3,764.5 |
|
Gross profit |
|
|
168.9 |
|
|
|
191.1 |
|
|
|
199.5 |
|
|
|
782.2 |
|
|
|
834.2 |
|
Warehousing, delivery, selling, general, and administrative |
|
|
205.3 |
|
|
|
188.5 |
|
|
|
200.4 |
|
|
|
809.6 |
|
|
|
801.2 |
|
Gain on insurance settlement |
|
|
— |
|
|
|
(0.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1.6 |
) |
Impairment charges on assets |
|
|
1.5 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
3.4 |
|
|
|
— |
|
Restructuring and other charges |
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
— |
|
|
|
3.1 |
|
OPERATING PROFIT (LOSS) |
|
|
(37.9 |
) |
|
|
2.6 |
|
|
|
(1.0 |
) |
|
|
(30.8 |
) |
|
|
31.5 |
|
Other income and (expense), net |
|
|
(0.3 |
) |
|
|
2.7 |
|
|
|
0.8 |
|
|
|
(1.5 |
) |
|
|
4.1 |
|
Interest and other expense on debt |
|
|
(9.5 |
) |
|
|
(10.1 |
) |
|
|
(10.1 |
) |
|
|
(38.9 |
) |
|
|
(43.0 |
) |
LOSS BEFORE INCOME TAXES |
|
|
(47.7 |
) |
|
|
(4.8 |
) |
|
|
(10.3 |
) |
|
|
(71.2 |
) |
|
|
(7.4 |
) |
Provision (benefit) for income taxes |
|
|
(10.2 |
) |
|
|
(0.6 |
) |
|
|
4.1 |
|
|
|
(16.1 |
) |
|
|
(0.1 |
) |
NET LOSS |
|
|
(37.5 |
) |
|
|
(4.2 |
) |
|
|
(14.4 |
) |
|
|
(55.1 |
) |
|
|
(7.3 |
) |
Less: Net income attributable to noncontrolling interest |
|
|
0.4 |
|
|
|
0.1 |
|
|
|
0.4 |
|
|
|
1.3 |
|
|
|
1.3 |
|
NET LOSS ATTRIBUTABLE TO RYERSON HOLDING CORPORATION |
|
$ |
(37.9 |
) |
|
$ |
(4.3 |
) |
|
$ |
(14.8 |
) |
|
$ |
(56.4 |
) |
|
$ |
(8.6 |
) |
LOSS PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic |
|
$ |
(1.18 |
) |
|
$ |
(0.13 |
) |
|
$ |
(0.46 |
) |
|
$ |
(1.76 |
) |
|
$ |
(0.26 |
) |
Diluted |
|
$ |
(1.18 |
) |
|
$ |
(0.13 |
) |
|
$ |
(0.46 |
) |
|
$ |
(1.76 |
) |
|
$ |
(0.26 |
) |
Shares outstanding - basic |
|
|
32.2 |
|
|
|
31.8 |
|
|
|
32.2 |
|
|
|
32.1 |
|
|
|
33.2 |
|
Shares outstanding - diluted |
|
|
32.2 |
|
|
|
31.8 |
|
|
|
32.2 |
|
|
|
32.1 |
|
|
|
33.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends declared per share |
|
$ |
0.1875 |
|
|
$ |
0.1875 |
|
|
$ |
0.1875 |
|
|
$ |
0.7500 |
|
|
$ |
0.7500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Supplemental Data : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Tons shipped (000) |
|
|
461 |
|
|
|
447 |
|
|
|
485 |
|
|
|
1,947 |
|
|
|
1,937 |
|
Shipping days |
|
|
61 |
|
|
|
61 |
|
|
|
64 |
|
|
|
252 |
|
|
|
253 |
|
Average selling price/ton |
|
$ |
2,397 |
|
|
$ |
2,254 |
|
|
$ |
2,395 |
|
|
$ |
2,348 |
|
|
$ |
2,374 |
|
Gross profit/ton |
|
|
366 |
|
|
|
428 |
|
|
|
411 |
|
|
|
402 |
|
|
|
431 |
|
Operating profit (loss)/ton |
|
|
(82 |
) |
|
|
6 |
|
|
|
(2 |
) |
|
|
(16 |
) |
|
|
16 |
|
LIFO expense (income) per ton |
|
|
49 |
|
|
|
(57 |
) |
|
|
27 |
|
|
|
29 |
|
|
|
(27 |
) |
LIFO expense (income) |
|
|
22.5 |
|
|
|
(25.4 |
) |
|
|
13.2 |
|
|
|
55.7 |
|
|
|
(52.5 |
) |
Depreciation and amortization expense |
|
|
20.9 |
|
|
|
22.7 |
|
|
|
20.2 |
|
|
|
79.7 |
|
|
|
77.6 |
|
Cash flow provided by (used in) operating activities |
|
|
112.7 |
|
|
|
92.2 |
|
|
|
(8.3 |
) |
|
|
87.0 |
|
|
|
204.9 |
|
Capital expenditures |
|
|
(20.8 |
) |
|
|
(23.5 |
) |
|
|
(12.8 |
) |
|
|
(51.5 |
) |
|
|
(99.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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 First Quarter 2026 Guidance reconciliation |
|
|
|
|
|
|
|
|
|
|
||||||||||
Schedule 1 |
|
|||||||
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES |
|
|||||||
Condensed Consolidated Balance Sheets |
|
|||||||
(In millions, except shares) |
|
|||||||
|
|
|
|
|
|
|
||
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
26.9 |
|
|
$ |
27.7 |
|
Restricted cash |
|
|
0.9 |
|
|
|
1.6 |
|
Receivables, less provisions of $2.7 at December 31, 2025 and $2.5 at December 31, 2024 |
|
|
460.8 |
|
|
|
425.6 |
|
Inventories |
|
|
648.3 |
|
|
|
684.6 |
|
Prepaid expenses and other current assets |
|
|
85.9 |
|
|
|
68.1 |
|
Total current assets |
|
|
1,222.8 |
|
|
|
1,207.6 |
|
Property, plant, and equipment, at cost |
|
|
1,179.8 |
|
|
|
1,152.0 |
|
Less: accumulated depreciation |
|
|
570.0 |
|
|
|
515.3 |
|
Property, plant, and equipment, net |
|
|
609.8 |
|
|
|
636.7 |
|
Operating lease assets |
|
|
323.9 |
|
|
|
344.6 |
|
Other intangible assets |
|
|
58.2 |
|
|
|
68.3 |
|
Goodwill |
|
|
161.5 |
|
|
|
161.8 |
|
Deferred charges and other assets |
|
|
28.5 |
|
|
|
20.5 |
|
Total assets |
|
$ |
2,404.7 |
|
|
$ |
2,439.5 |
|
Liabilities |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
516.0 |
|
|
$ |
440.8 |
|
Salaries, wages, and commissions |
|
|
40.5 |
|
|
|
35.7 |
|
Other accrued liabilities |
|
|
72.0 |
|
|
|
67.1 |
|
Short-term debt |
|
|
1.9 |
|
|
|
0.7 |
|
Current portion of operating lease liabilities |
|
|
34.0 |
|
|
|
32.1 |
|
Current portion of deferred employee benefits |
|
|
3.7 |
|
|
|
3.7 |
|
Total current liabilities |
|
|
668.1 |
|
|
|
580.1 |
|
Long-term debt |
|
|
461.2 |
|
|
|
466.7 |
|
Deferred employee benefits |
|
|
70.2 |
|
|
|
90.9 |
|
Noncurrent operating lease liabilities |
|
|
318.6 |
|
|
|
334.6 |
|
Deferred income taxes |
|
|
110.2 |
|
|
|
129.0 |
|
Other noncurrent liabilities |
|
|
12.8 |
|
|
|
13.7 |
|
Total liabilities |
|
|
1,641.1 |
|
|
|
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 December 31, 2025 and December 31, 2024 |
|
|
— |
|
|
|
— |
|
Common stock, $0.01 par value; 100,000,000 shares authorized; 40,373,512 and 39,899,093 shares issued at December 31, 2025 and December 31, 2024, respectively |
|
|
0.4 |
|
|
|
0.4 |
|
Capital in excess of par value |
|
|
432.6 |
|
|
|
423.5 |
|
Retained earnings |
|
|
698.8 |
|
|
|
779.6 |
|
Treasury stock, at cost - Common stock of 8,164,148 shares at December 31, 2025 and 8,051,226 shares at December 31, 2024 |
|
|
(237.0 |
) |
|
|
(234.4 |
) |
Accumulated other comprehensive loss |
|
|
(141.7 |
) |
|
|
(153.8 |
) |
Total Ryerson Holding Corporation Stockholders' Equity |
|
|
753.1 |
|
|
|
815.3 |
|
Noncontrolling interest |
|
|
10.5 |
|
|
|
9.2 |
|
Total Equity |
|
|
763.6 |
|
|
|
824.5 |
|
Total Liabilities and Stockholders' Equity |
|
$ |
2,404.7 |
|
|
$ |
2,439.5 |
|
Schedule 2 |
|
|||||||||||||||||||
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES |
|
|||||||||||||||||||
Reconciliations of Net Loss Attributable to Ryerson Holding Corporation to EBITDA and Gross profit to Gross profit excluding LIFO |
|
|||||||||||||||||||
(Dollars in millions) |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
Third |
|
|
|
|
|
|
|
|||||
|
|
Fourth Quarter |
|
|
Quarter |
|
|
Year Ended December 31, |
|
|||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss attributable to Ryerson Holding Corporation |
|
$ |
(37.9 |
) |
|
$ |
(4.3 |
) |
|
$ |
(14.8 |
) |
|
$ |
(56.4 |
) |
|
$ |
(8.6 |
) |
Interest and other expense on debt |
|
|
9.5 |
|
|
|
10.1 |
|
|
|
10.1 |
|
|
|
38.9 |
|
|
|
43.0 |
|
Provision (benefit) for income taxes |
|
|
(10.2 |
) |
|
|
(0.6 |
) |
|
|
4.1 |
|
|
|
(16.1 |
) |
|
|
(0.1 |
) |
Depreciation and amortization expense |
|
|
20.9 |
|
|
|
22.7 |
|
|
|
20.2 |
|
|
|
79.7 |
|
|
|
77.6 |
|
EBITDA |
|
$ |
(17.7 |
) |
|
$ |
27.9 |
|
|
$ |
19.6 |
|
|
$ |
46.1 |
|
|
$ |
111.9 |
|
Gain on insurance settlement |
|
|
— |
|
|
|
(0.3 |
) |
|
|
— |
|
|
|
(1.0 |
) |
|
|
(1.6 |
) |
Gain on litigation settlement |
|
|
(1.9 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1.9 |
) |
|
|
— |
|
Reorganization |
|
|
7.4 |
|
|
|
9.5 |
|
|
|
7.3 |
|
|
|
23.7 |
|
|
|
58.1 |
|
Advisory services fees |
|
|
7.8 |
|
|
|
— |
|
|
|
— |
|
|
|
7.8 |
|
|
|
— |
|
Impairment charges on assets |
|
|
1.5 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
3.4 |
|
|
|
— |
|
Pension settlement loss (gain) |
|
|
— |
|
|
|
(0.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
2.1 |
|
Benefit plan curtailment gain |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.3 |
) |
Foreign currency transaction (gains) losses |
|
|
0.5 |
|
|
|
(3.2 |
) |
|
|
(1.1 |
) |
|
|
2.1 |
|
|
|
(4.2 |
) |
Purchase consideration and other transaction costs (credits) |
|
|
0.2 |
|
|
|
0.6 |
|
|
|
0.3 |
|
|
|
1.4 |
|
|
|
(0.8 |
) |
Other adjustments |
|
|
0.1 |
|
|
|
1.3 |
|
|
|
0.9 |
|
|
|
1.2 |
|
|
|
1.4 |
|
Adjusted EBITDA |
|
$ |
(2.1 |
) |
|
$ |
35.7 |
|
|
$ |
27.1 |
|
|
$ |
82.8 |
|
|
$ |
166.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA |
|
$ |
(2.1 |
) |
|
$ |
35.7 |
|
|
$ |
27.1 |
|
|
$ |
82.8 |
|
|
$ |
166.6 |
|
LIFO expense (income) |
|
|
22.5 |
|
|
|
(25.4 |
) |
|
|
13.2 |
|
|
|
55.7 |
|
|
|
(52.5 |
) |
Adjusted EBITDA, excluding LIFO expense (income) |
|
$ |
20.4 |
|
|
$ |
10.3 |
|
|
$ |
40.3 |
|
|
$ |
138.5 |
|
|
$ |
114.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales |
|
$ |
1,104.8 |
|
|
$ |
1,007.4 |
|
|
$ |
1,161.5 |
|
|
$ |
4,571.3 |
|
|
$ |
4,598.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA, excluding LIFO expense (income), as a percentage of net sales |
|
|
1.8 |
% |
|
|
1.0 |
% |
|
|
3.5 |
% |
|
|
3.0 |
% |
|
|
2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit |
|
$ |
168.9 |
|
|
$ |
191.1 |
|
|
$ |
199.5 |
|
|
$ |
782.2 |
|
|
$ |
834.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross margin |
|
|
15.3 |
% |
|
|
19.0 |
% |
|
|
17.2 |
% |
|
|
17.1 |
% |
|
|
18.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit |
|
$ |
168.9 |
|
|
$ |
191.1 |
|
|
$ |
199.5 |
|
|
$ |
782.2 |
|
|
$ |
834.2 |
|
LIFO expense (income) |
|
|
22.5 |
|
|
|
(25.4 |
) |
|
|
13.2 |
|
|
|
55.7 |
|
|
|
(52.5 |
) |
Gross profit, excluding LIFO expense (income) |
|
$ |
191.4 |
|
|
$ |
165.7 |
|
|
$ |
212.7 |
|
|
$ |
837.9 |
|
|
$ |
781.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross margin, excluding LIFO expense (income) |
|
|
17.3 |
% |
|
|
16.4 |
% |
|
|
18.3 |
% |
|
|
18.3 |
% |
|
|
17.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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, advisory service fees, gain on litigation settlement, 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 (loss) 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 (income) 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 Loss to Adjusted Net Loss and Adjusted Loss per Share |
|
|||||||||||||||||||
(Dollars and Shares in Millions, Except Per Share Data) |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
Third |
|
|
|
|
|
|
|
|||||
|
|
Fourth Quarter |
|
|
Quarter |
|
|
Year Ended December 31, |
|
|||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss attributable to Ryerson Holding Corporation |
|
$ |
(37.9 |
) |
|
$ |
(4.3 |
) |
|
$ |
(14.8 |
) |
|
$ |
(56.4 |
) |
|
$ |
(8.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on insurance settlement |
|
|
— |
|
|
|
(0.3 |
) |
|
|
— |
|
|
|
(1.0 |
) |
|
|
(1.6 |
) |
Gain on litigation settlement |
|
|
(1.9 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1.9 |
) |
|
|
— |
|
Restructuring and other charges |
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
— |
|
|
|
3.1 |
|
Advisory services fees |
|
|
7.8 |
|
|
|
— |
|
|
|
— |
|
|
|
7.8 |
|
|
|
— |
|
Impairment charges on assets |
|
|
1.5 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
3.4 |
|
|
|
— |
|
Pension settlement loss (gain) |
|
|
— |
|
|
|
(0.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
2.1 |
|
Benefit plan curtailment gain |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.3 |
) |
Benefit for income taxes |
|
|
(1.9 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2.1 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted net loss attributable to Ryerson Holding Corporation |
|
$ |
(32.4 |
) |
|
$ |
(4.4 |
) |
|
$ |
(14.7 |
) |
|
$ |
(50.2 |
) |
|
$ |
(6.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted diluted loss per share |
|
$ |
(1.01 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.46 |
) |
|
$ |
(1.56 |
) |
|
$ |
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Shares outstanding - diluted |
|
|
32.2 |
|
|
|
31.8 |
|
|
|
32.2 |
|
|
|
32.1 |
|
|
|
33.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Note: Adjusted net loss and Adjusted 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) |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
Third |
|
|
|
|
|
|
|
|||||
|
|
Fourth Quarter |
|
|
Quarter |
|
|
Year Ended December 31, |
|
|||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
|
$ |
112.7 |
|
|
$ |
92.2 |
|
|
$ |
(8.3 |
) |
|
$ |
87.0 |
|
|
$ |
204.9 |
|
Capital expenditures |
|
|
(20.8 |
) |
|
|
(23.5 |
) |
|
|
(12.8 |
) |
|
|
(51.5 |
) |
|
|
(99.6 |
) |
Proceeds from sales of property, plant, and equipment |
|
|
— |
|
|
|
0.2 |
|
|
|
2.3 |
|
|
|
2.6 |
|
|
|
2.1 |
|
Free cash flow |
|
$ |
91.9 |
|
|
$ |
68.9 |
|
|
$ |
(18.8 |
) |
|
$ |
38.1 |
|
|
$ |
107.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Market capitalization |
|
$ |
810.4 |
|
|
$ |
589.5 |
|
|
$ |
736.1 |
|
|
$ |
810.4 |
|
|
$ |
589.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Free cash flow yield |
|
|
11.3 |
% |
|
|
11.7 |
% |
|
|
(2.6 |
)% |
|
|
4.7 |
% |
|
|
18.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Note: Market capitalization is calculated using December 31, 2025, September 30, 2025, and December 31, 2024 stock prices and shares outstanding. |
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Schedule 5 |
|||
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES |
|||
Reconciliation of First Quarter 2026 Net Income Attributable to Ryerson Holding Corporation to Adj. EBITDA, excl. LIFO Guidance |
|||
(Dollars in Millions) |
|||
|
First Quarter 2026 |
||
|
Low |
|
High |
Net income attributable to Ryerson Holding Corporation |
$10 |
|
$12 |
|
|
|
|
Interest and other expense on debt |
12 |
|
12 |
Provision for income taxes |
3 |
|
5 |
Depreciation and amortization expense |
23 |
|
23 |
EBITDA |
$48 |
|
$52 |
Adjustments |
7 |
|
9 |
Adjusted EBITDA |
$55 |
|
$61 |
LIFO expense |
8 |
|
6 |
Adjusted EBITDA, excluding LIFO expense |
$63 |
|
$67 |
|
|
|
|
Note: See the note within Schedule 2 for a description of EBITDA and Adjusted EBITDA. |
|
|
|
|
|
|
|
Ryerson Quarterly Release Presentation Q4 2025 Exhibit 99.2
Important Information About Ryerson Holding Corporation These materials do not constitute an offer or solicitation to purchase or sell securities of Ryerson Holding Corporation (“Ryerson” or “the Company”) or its subsidiaries and no investment decision should be made based upon the information provided herein. Ryerson strongly urges you to review its filings with the Securities and Exchange Commission, which can be found at https://ir.ryerson.com/financials/sec-filings/default.aspx. This site also provides additional information about Ryerson. Safe Harbor Provision Certain statements made in this release and other written or oral statements made by or on behalf of the Company constitute “forward-looking statements” within the meaning of the federal securities laws, including statements regarding our future performance, as well as management's expectations, beliefs, intentions, plans, estimates, objectives, or projections relating to the future. Such statements can be identified by the use of forward-looking terminology such as “objectives,” “goals,” “preliminary,” “range,” “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. The Company cautions that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact our business are: the cyclicality of our business; the highly competitive, volatile, and fragmented metals industry in which we operate; the impact of geopolitical events; fluctuating metal prices; our indebtedness and the covenants in instruments governing such indebtedness; the integration of acquired operations; regulatory and other operational risks associated with our operations located inside and outside of the United States; the influence of a single investor group over our policies and procedures; work stoppages; obligations under certain employee retirement benefit plans; currency fluctuations; and consolidation in the metals industry. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth above and those set forth under “Risk Factors” in our most recent annual report on Form 10-K for the year ended December 31, 2024, and in our other filings with the Securities and Exchange Commission. Moreover, we caution against placing undue reliance on these statements, which speak only as of the date they were made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events or circumstances, new information or otherwise. Non-GAAP Measures Certain measures contained in these slides or the related presentation are not measures calculated in accordance with generally accepted accounting principles (“GAAP”). They should not be considered a replacement for GAAP results. Non-GAAP financial measures appearing in these slides are identified in the footnotes. A reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures is included in the Appendix.
SUCCESSFULLY CLOSED MERGER 3 + Note: 1 Per 2024 company results; 2 LTM calculation assumes 50% run-rate synergy credit per ratings agency convention, referencing Ryerson and Olympic Steel earnings and balance sheet figures per earnings releases dated 10/28/2025 Presence Creates the second largest metals service center in North America, processing ~2.9M tons and generating ~$6.5B+ in revenue annually1 Synergies Expect ~$120 million of annual synergies via procurement integrations, efficiency gains, commercial enhancement and network optimization by the end of year two Accelerated growth Strong free cash flow bolsters the ability to invest organically and execute a disciplined M&A strategy Ideal match Presence in key regions strengthens competitiveness, diversifies end products and markets, densifies our network closer to the customer, and presents a compelling opportunity to create an optimized footprint Margin expansion The addition of Olympic Steel’s value-added downstream business lines is accretive to margins and will provide incremental stability through all cycles Talent Combining of deeply experienced management and leadership teams Expected pro forma leverage post-closing below 3x2, ensuring balance sheet flexibility Deleveraging Expanded shareholder base improves trading liquidity in public equity markets Improved access to capital markets
Commodity prices since Dec. 2020 Sources: Bloomberg, prices through February 16, 2026; US ISM Purchasing Managers Index from Trading Economics Q4 market & performance Futures Q4 2025 Performance Highlights Generated Q4 revenue of $1.10B, with tons shipped down 4.9% and average selling prices flat compared to the prior quarter, in-line with guidance expectations given normal seasonality patterns and soft industrial demand conditions Generated net loss1 of $37.9M, or diluted loss per share of $1.18, and Adj. EBITDA, excluding LIFO2 of $20.4M 1Net loss attributable to Ryerson Holding Corporation; 2For EBITDA, Adjusted EBITDA and Adj EBITDA excluding LIFO please see Appendix
A reconciliation of Net Debt as well as other non-GAAP financial measures to comparable GAAP measures is included in the Appendix. See Ryerson’s 8-K filed on February 19, 2026. Improvements in both net debt and TTM Adj. EBITDA, excl. LIFO decreased Q4 leverage to 3.1x, moving closer to target range of 0.5x to 2.0x Successfully extended the maturity of the Company's credit facility and expanded its capacity from $1.3B to $1.8B, providing financial stability and flexibility for growth opportunities as a newly merged company Declared a Q1 2026 dividend of $0.1875 per share payable to the combined shareholder base Capital Management Liquidity & Net Debt, $M Foreign Availability 5 Cash and Cash Equivalents North American Availability
1Net income attributable to Ryerson Holding Corporation; See Ryerson’s 8-K filed on February 19, 2026 Net sales Net Income1 Adj. EBITDA, excl. LIFO $1.52 - 1.58B $10 – 12M $63 - 67M First quarter guidance assumes: Ryerson expects same-store shipments increase 13 to 15% based on strong customer activity observed in the first weeks of the year Average selling prices flat to up 2% and sequential margin expansion as fourth quarter inventory cost increases begin to filter into downstream markets Operating leverage as demand conditions improve Total Company guidance of $63-67M includes accretive, pro-rated Olympic Steel revenue in the range of $260 to $280 million and Adjusted EBITDA, excluding LIFO in the range of $12 to $13 million. Q1 2026 Guidance (Includes Olympic Steel Stub Period Guidance) 6
Q4 2025 key financial metrics 1 Net loss attributable to Ryerson Holding Corporation; A reconciliation of non-GAAP financial measures to the comparable GAAP measure is included in the Appendix. See Ryerson’s 8-K filed on February 19, 2026. Net Sales Gross Margin Net Loss1 Diluted Loss per Share Total Debt $1.10B 15.3% $37.9M ($1.18) $463M +9.7% YoY (370) bps YoY -$33.6M YoY -$1.05 YoY -$4M YoY 7 Tons Shipped Gross Margin, excl. LIFO Adj. EBITDA excl. LIFO Adjusted Diluted Loss per Share Net Debt 461k 17.3% $20.4M ($1.01) $436M +3.1% YoY +90 bps YoY +$10.1M YoY -$0.87 YoY -$4M YoY
Expansive Solutions Offering across industrial metals 1 Source: Company filings Note: 1 Select products and services, not comprehensive 8 $4.6bn 2024 Revenue ~75k Industrial Metals Products 106 Facilities $1.9bn 2024 Revenue Value-add Processing & End-Products Focus 53 Facilities Coil Sheet & Plate Bar Pipe & Tube Aluminum Specialty Alloy Stainless Tin Mill Products Red Metals Coating Tempering Polishing Fabrication Slitting & CTL Machining Carbon Select materials Select material types Select value added processing capabilities Margin expansion through value-add ~$120M synergies Complementary strategic fit Expanded presence Enhanced ability to serve customers
Appendix
SYNERGIES Estimated annual synergies of ~$120M, with expected 33% realization in year 1, and 100% by early 2028 Parties hold very high conviction in achieving synergies, with one-time implementation costs estimated to be approximately ~$40M LEADERSHIP Michael Siegal appointed as Chairman of the Board Olympic Steel has appointed three other mutually satisfactory directors to the combined company’s expanded 11-member board Eddie Lehner to serve as CEO with Rick Marabito as President and COO TRANSACTION OVERVIEW All-stock merger with Olympic Steel Olympic Steel shareholders received 1.7105 Ryerson shares for every share of Olympic Steel owned Olympic Steel shareholders’ ownership of combined entity ~37% FINANCIAL IMPACT Expected to be immediately accretive pre-synergies, with meaningful incremental accretion as synergies are realized 2024 combined pro forma revenue of $6.5B+ and EBITDA margin of ~6%, including forecasted run-rate synergies INVESTMENT OVERVIEW FUNDING AND LEVERAGE Combined entity expected to benefit from immediately reduced pro forma leverage below 3x post-close1 No impact expected to ratings, with flexibility retained to deploy organic and inorganic growth capital immediately post-closing Source: Company filings, Note: 1 LTM calculation assumes 50% run-rate synergy credit per ratings agency convention, referencing Ryerson and Olympic Steel earnings and balance sheet figures per earnings releases dated 10/28/2025 10
ENHANCED FOOTPRINT Source: Company filings 1 11 PRO FORMA LOCATIONS Enormous opportunity for geographical optimization Perfectly positioned to benefit from domestic infrastructure spending and U.S. reshoring push Incredible opportunity for optimization of supply chain and distribution network Ryerson locations Olympic Steel locations Increased density closer to customers, bettering the customer experience Broadly distributed inventory allowing shorter lead times & better on-time delivery NORTH AMERICA
PRIMED TO CAPTURE ATTRACTIVE RETURNS Significant capital invested Note: 1 Olympic Steel’s 2025 capex is estimated; Combined company estimated to require $40 – 50M in annual maintenance capex; 2 Per management targets 1 12 ($M) SELECT HIGHLIGHTS Ryerson Capex Olympic Steel Capex1 $480M+ Total four-year investment1 20%+ Targeted Project ROI on growth capex investments2 University Park – New CS&W HQ Shelbyville expansion Centralia Pacific NW Ryerson.com 3.0 Atlanta Tube Laser Center ERP Integration Progress New cut-to-length line in Minneapolis, MN New white metals cut-to-length line in Schaumburg, IL Automation of the Chambersburg, PA warehouse and fabrication operations Expansion of Action Stainless’ presence in Houston, TX High-speed stainless slitter at Berlin Metals
Note: 1 Synergy estimate is preliminary and subject to change; synergy realization subject to estimated ~40M non-recurring cost to achieve across years 1 & 2; 2 Figure includes run-rate synergies of $120M, tax effected 4 Key Pillars Underpinning Synergy Realization COMPELLING SYNERGY OPPORTUNITY OVERVIEW 13 ~$120M Expected Annual Run Rate Synergies1 33% Expected implementation by end of Year 1 100% Expected implementation by end of Year 2 >$190M 2024 Pro Forma Free Cash Flow2 Procurement Improved purchasing efficiency Lower costs per touch – plant transfers and final mile delivery Scalable IT systems for optimizing inventories at the local plant level Efficiency Gains Functional area and administrative redundancy cost-outs Higher capacity utilization across the combined network drives productivity, increases in revenue and tons shipped per employee, and improved expense leverage Network Optimization Optimized asset utilization across the platform Movement of equipment to higher return locations Sharing of equipment and inventory to drive market share growth Commercial Enhancement Scaled combined fabrication network at higher than “general line service center margins” Transactional business growth through commercial portfolio optimization Program-OEM growth in North America serving more OEM locations with lower cost supply chains ~$40M ~$20M ~$35M ~$25M
Moving Up the Value Chain TOGETHER 14 Distribution Digital distribution platform Transport and fleet management Inventory and fulfillment optimization Processing Slitting Tempering Blanking Annealing Coating Polishing Finished Parts End-to-end fabrication expertise Strategic manufacturing footprint Integrated engineering Kits & Assemblies Custom kits and subassemblies Pre-cut components Integration with OEM manufacturing Value-Add / Value Engineer Multi-step processing Highly engineered cuts and modifications Build-to-print & precision processing Advanced Processing End Products Stainless steel bollards Custom water treatment systems Industrial hoppers Service station canopies HVAC and air filtration/venting systems
CREATES CLEAR NUMBER TWO METALS SERVICE CENTER IN NORTH AMERICA top metal service centers – 2024 revenue ($bn) Source: Metal Center News, 2025 Top 50 Service Centers Report Note: Based on selected competitors only NA + 15
Niche markets less cyclical and higher returns Highly engineered value-added processing drives higher EBITDA, with % of revenue increasing OLYMPIC STEEL – DELIVERING STRONG RETURNS WITH LESS VOLATILITY Source: Company filings Note: Between 2014 – 2024 High-volume business Margin enhancement through value-added processing and successful acquisition of metal-intensive branded products Focus on higher margin products and fabrication Stainless steel and aluminum Fastest-growing segment, serving growth markets Higher returns vs. carbon service centers Recent expansion of processing capabilities and successful M&A integration Exposure to broader end-markets Carbon Flat Products 57% of total revenue Specialty Metals Flat Products 26% of total revenue Tubular and Pipe Products 17% of total revenue 16
OLYMPIC STEEL HAS RELENTLESSLY FOCUSED ON MARGIN EXPANSION AND CONSISTENCY OF EARNINGS Reducing cyclicality through investment and M&A Focus on higher-margin and metal-intensive branded product Comprehensive portfolio of specialty end-products Track-record of accretive organic and inorganic growth initiatives Historical ability to produce free cash flow in counter-cyclical markets Four years of consecutive quarterly dividend increases Heavily U.S.-based supply chain and customer base Poised to benefit from Build America infrastructure spending, reshoring and increased fabrication outsourcing, and reshaping of manufacturing supply chain Rigorous management of operating expense, working capital and capital deployment over time Greater consistency in margins, with clear plan to continue expanding 1 Disciplined capital allocation Higher margin brand portfolio Positioned to capitalize on favorable environment Rigorous operating expense management Source: Olympic Steel company filings 17
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 current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the merger involving Ryerson and Olympic Steel, including future financial and operating results, Ryerson’s plans, objectives, expectations, and intentions, 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 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 transaction may be less accretive than expected; the risk that the merger will not provide shareholders with increased earnings potential; 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 transaction; the risk of adverse reactions or changes to business or employee relationships resulting from the merger; adverse economic conditions; highly cyclical fluctuations resulting from, among others, seasonality, market uncertainty, and costs of goods sold; the 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 the 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 the 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; the Company’s indebtedness or covenants in the instruments governing such indebtedness; the influence of a single investor group over the company’s policies and procedures; and other risks inherent in Ryerson’s business and other factors described in Ryerson’s 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. 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. Ryerson does not undertake 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. 18
Quarterly financial highlights *Net Income (Loss) attributable to Ryerson Holding Corporation; A reconciliation of non-GAAP financial measures to the comparable GAAP measure is included in this Appendix Average Selling Price Per Ton Tons Sold (000’s) Net Income (Loss) & Adj. EBITDA excl. LIFO ($M) Gross Margin & Gross Margin, excl. LIFO
Non-GAAP Reconciliation: Adjusted EBITDA, excl. LIFO 20
Non-GAAP Reconciliation: Adjusted Net Income (loss) 21
Non-GAAP Reconciliation: leverage ratio and Free cash flow 22
Non-GAAP Reconciliation 23
Ryerson.com 3.0 - NextGen ECommerce Investing in digitalization to improve the customer experience 24
University Park – New CS&W HQ 900,000 sq ft facility Significant automation and technological enhancements Investing IN the Business West Shelbyville expansion State-of-the-art cut-to-length line (CTL) and automated storage and retrieval system for sheet products Centralia Pacific NW 214,000 sq ft facility Advanced processing capabilities for sheet, plate, and long products Ryerson.com 3.0 Hub targeting transactional sales Atlanta Tube Laser Center Expanded tube processing facility ERP Integration Progress Opened cross-selling opportunities 25
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