Ryerson (RYI) Form 4: Dividend-Equivalent Credits on RSUs for EVP

Rhea-AI Filing Summary

Silver Mark S., EVP, GC & Chief HR Officer of Ryerson Holding Corporation (RYI) reported transactions on 09/18/2025 related to restricted stock units. The Form 4 shows acquisition entries of dividend-equivalent rights tied to existing restricted stock units, recorded at a $0 price. The entries list amounts of 23.732, 46.419 and 80.637 and show resulting beneficial ownership figures of 2,963.883, 5,797.414 and 10,070.922 common shares respectively. Explanations state each RSU converts to one share, dividend equivalents accrue with company dividends, and the awards vest on staggered dates through March 31, 2028.

Positive

• Clear disclosure of dividend-equivalent accruals and vesting schedules for restricted stock units
• No cash consideration for the recorded dividend-equivalent credits (transactions shown at $0), indicating these are non-cash compensation accruals

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine accrual of dividend-equivalent rights on executive RSUs, recorded as $0 transactions; immaterial to near-term market valuation.

The Form 4 documents dividend-equivalent credits added to outstanding restricted stock units for an executive officer, not cash purchases or sales. The reported amounts increase the officer's future entitlement to common shares on vesting, with no cash consideration and no immediate dilution because settlement depends on vesting schedules. For investors, this is a standard compensation accounting disclosure and does not signal a change in capital structure or an executable transfer of shares today.

Corporate Governance Expert

TL;DR: Disclosure aligns with typical executive compensation practices; vesting schedules and dividend-equivalent treatment are clearly described.

The filing provides clear descriptions of the RSU mechanics and vesting timelines through March 31, 2028. It identifies the reporting person and role and shows the accrual of dividend equivalents that vest alongside the underlying RSUs. This is consistent with common governance practices for equity compensation and fulfills Section 16 reporting obligations. No governance red flags or unusual transfer methods are evident in the document.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Silver Mark S.

(Last) (First) (Middle)

C/O RYERSON HOLDING CORPORATION

227 W. MONROE ST., 27TH FLOOR

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ryerson Holding Corp [ RYI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC & Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/18/2025		A		23.732(2)		(3)	(3)	Common Stock	23.732	$0	2,963.883	D
Restricted Stock Units	(1)	09/18/2025		A		46.419(2)		(4)	(4)	Common Stock	46.419	$0	5,797.414	D
Restricted Stock Units	(1)	09/18/2025		A		80.637(2)		(5)	(5)	Common Stock	80.637	$0	10,070.922	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock of Ryerson Holding Corporation (the "Company").

2. Represents dividend equivalent rights that accrued on the underlying award of restricted stock units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted stock units to which they relate.

3. The dividend equivalent rights accrued on restricted stock units that were granted on March 31, 2023 and outstanding as of September 18, 2025. These unvested restricted stock units, and the dividend equivalent rights related to such unvested restricted stock units, will vest on March 31, 2026.

4. The dividend equivalent rights accrued on restricted stock units that were granted on March 31, 2024 and outstanding as of September 18, 2025. These unvested restricted stock units, and the dividend equivalent rights related to such unvested restricted stock units, will vest on March 31, 2026 and March 31, 2027.

5. The dividend equivalent rights accrued on restricted stock units that were granted on March 31, 2025 and outstanding as of September 18, 2025. These unvested restricted stock units, and the dividend equivalent rights related to such unvested restricted stock units, will vest on March 31, 2026, March 31, 2027 and March 31, 2028.

	/s/ Camilla Rykke Merrick, attorney-in-fact	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Silver Mark S. report on Form 4 for RYI?

Reported accruals of dividend-equivalent rights on restricted stock units on 09/18/2025, recorded as $0 transactions that increase future share entitlements.

How many restricted stock unit-related entries were reported on 09/18/2025?

Three entries showing amounts 23.732, 46.419 and 80.637 with resulting beneficial ownership figures of 2,963.883, 5,797.414 and 10,070.922 shares respectively.

Do these transactions involve an immediate sale or purchase of RYI shares?

No. The entries reflect dividend-equivalent accruals tied to RSUs, not open-market purchases or dispositions; settlement depends on vesting.

When will the reported restricted stock units vest?

Vesting is staggered: related RSUs vest on March 31, 2026; some also on March 31, 2027 and March 31, 2028, depending on grant date.

Does this Form 4 change Ryerson's outstanding share count today?

No immediate change. The disclosure documents future entitlements; actual share issuance will occur only upon vesting and settlement of the RSUs.