Ryerson Holding Corp (RYI) COO gets stock and RSUs in merger

Rhea-AI Filing Summary

Ryerson Holding Corp director and President & COO Richard T. Marabito reported equity awards tied to Ryerson’s merger with Olympic Steel. He acquired 125,292 shares of Ryerson common stock in exchange for 73,249 Olympic Steel shares, based on a 1.7105-for-1 exchange ratio under the merger agreement.

His Olympic Steel restricted stock units were converted into Ryerson restricted stock units on the same terms, including 33,005 and 88,101 units that are already fully vested and deliverable upon separation of service. Additional converted awards of 14,104 and 18,815 units will vest on December 31, 2026 and December 31, 2027, respectively. He also received a 150,496-unit one-time sign-on restricted stock unit award that will vest on the third anniversary of the merger closing.

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^*

MARABITO RICHARD T

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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
Common Stock (par value $0.01 per share)	02/13/2026		A		125,292	A	(1)	125,292	D

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	(2)	02/13/2026		A		33,005		(3)	(3)	Common Stock	33,005	(4)(5)	33,005	D
Restricted Stock Units	(2)	02/13/2026		A		88,101		(3)	(3)	Common Stock	88,101	(4)(6)	88,101	D
Restricted Stock Units	(2)	02/13/2026		A		14,104		(7)	(7)	Common Stock	14,104	(4)(8)	14,104	D
Restricted Stock Units	(2)	02/13/2026		A		18,815		(9)	(9)	Common Stock	18,815	(4)(10)	18,815	D
Restricted Stock Units	(2)	02/13/2026		A		150,496		(11)	(11)	Common Stock	150,496	$0	150,496	D

Explanation of Responses:

1. The Reporting Person received 125,292 shares of the Issuer's common stock in exchange for 73,249 shares of common stock, without par value, of Olympic Steel, Inc. ("Olympic Steel") in connection with the merger between Olympic Steel and the Issuer (the "Merger") pursuant to the terms of the Agreement and Plan of Merger, dated as of October 28, 2025 (the "Merger Agreement"), by and among the Issuer, Olympic Steel and Crimson MS Corp. In accordance with the Merger Agreement, each share of Olympic Steel's common stock was cancelled and converted into the right to receive 1.7105 shares (the "Exchange Ratio") of the Issuer's common stock, with cash paid in lieu of fractional shares.

2. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

3. The restricted stock units have fully vested. Vested shares will be delivered to the reporting person upon separation of service.

4. Pursuant to the Merger Agreement, at the effective time, the reporting person's Olympic Steel restricted stock units were assumed and converted into restricted stock units with respect to a number of shares of the Issuer's common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of Olympic Steel common stock subject to the Olympic Steel restricted stock unit immediately prior to the effective time of the Merger by (ii) the Exchange Ratio. The converted restricted stock units will otherwise be subject to the same terms and conditions as were applicable to the Olympic Steel restricted stock units prior to the effective time of the Merger.

5. The Reporting Person received 33,005 restricted stock units of the Issuer in exchange for restricted stock units with respect to 19,296 shares of Olympic Steel's common stock.

6. The Reporting Person received 88,101 restricted stock units of the Issuer in exchange for restricted stock units with respect to 51,506 shares of Olympic Steel's common stock.

7. The restricted stock units will vest on December 31, 2026. Vested shares will be delivered to the reporting person within 90 days following the vesting date.

8. The Reporting Person received 14,104 restricted stock units of the Issuer in exchange for restricted stock units with respect to 8,246 shares of Olympic Steel's common stock.

9. The restricted stock units will vest on December 31, 2027. Vested shares will be delivered to the reporting person within 90 days following the vesting date.

10. The Reporting Person received 18,815 restricted stock units of the Issuer in exchange for restricted stock units with respect to 11,000 shares of Olympic Steel's common stock.

11. The Reporting Person received a one-time sign-on restricted stock unit award in connection with the Merger, which will vest on the third anniversary of the closing date of the Merger. Vested shares will be delivered to the reporting person upon vesting.

	/s/ Camilla Rykke Merrick, attorney-in-fact	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did RYI’s Richard T. Marabito report on this Form 4?

Richard T. Marabito reported acquiring Ryerson common stock and restricted stock units. The filing reflects equity he received in connection with Ryerson’s merger with Olympic Steel, including shares issued for Olympic Steel stock and converted restricted stock unit awards.

How many Ryerson (RYI) common shares did Marabito receive in the merger?

He received 125,292 Ryerson common shares. These were issued in exchange for 73,249 Olympic Steel shares under the merger agreement, using a 1.7105-to-1 exchange ratio, with cash paid instead of any fractional Ryerson shares that would have resulted.

What restricted stock units did Marabito report receiving from Ryerson (RYI)?

He reported several Ryerson restricted stock unit positions: 33,005 units, 88,101 units, 14,104 units, 18,815 units, and a separate 150,496-unit sign-on award. Each unit represents a contingent right to receive one share of Ryerson common stock at settlement.

Which of Marabito’s Ryerson restricted stock units are already vested?

The 33,005 and 88,101 restricted stock unit awards have fully vested. For these awards, the underlying Ryerson shares will be delivered to Marabito when his service ends, following the payout terms that applied to the original Olympic Steel awards.

When will Marabito’s unvested Ryerson (RYI) restricted stock units vest?

One award of 14,104 restricted stock units will vest on December 31, 2026, and another award of 18,815 units will vest on December 31, 2027. A separate 150,496-unit sign-on restricted stock unit award will vest on the third anniversary of the merger closing.

How were Marabito’s Olympic Steel equity awards treated in the Ryerson merger?

His Olympic Steel restricted stock units were assumed and converted into Ryerson restricted stock units. The number of Ryerson units was determined by multiplying each Olympic Steel unit’s share count by the 1.7105 exchange ratio, then rounding down, while keeping the same terms and conditions.