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Ryerson Holding Corporation filed an amended current report to add unaudited pro forma financials for its completed all‑stock acquisition of Olympic Steel. Olympic shareholders received 1.7105 Ryerson shares for each Olympic share, resulting in ownership of approximately 37% of the combined company, with Ryerson shareholders holding about 63%.
The total purchase consideration is shown at $777.7M, including equity issued and $240.9M of Olympic debt extinguished. A preliminary allocation assigns $51.1M to goodwill and $110.2M to identifiable intangible assets. Pro forma combined net sales are $6,536.6M for 2024 and $4,944.9M for the nine months ended September 30, 2025.
The pro forma results show net losses attributable to Ryerson of $(2.0)M for 2024 and $(10.8)M for the nine months ended September 30, 2025, or basic and diluted losses per share of $(0.04) and $(0.21), respectively. Ryerson financed the cash portion and costs through an amended credit facility that increased revolving commitments from $1.3B to $1.8B and extended maturity to February 13, 2031.
Ryerson Holding Corp director Scott Peter Jennings reported acquiring shares through a merger-related stock swap. On 02/13/2026, he received 8,603 shares of Ryerson common stock, held directly, and owned 8,603 shares following the transaction.
The footnote explains that these shares were issued in exchange for 5,030 shares of Olympic Steel common stock in connection with a merger between Olympic Steel and Ryerson. Each Olympic Steel share was converted into 1.7105 Ryerson shares, with cash paid instead of any fractional shares.
Ryerson Holding Corp director Richard P. Stovsky reported acquiring equity in the company in connection with the merger with Olympic Steel. On February 13, 2026, he acquired 17,499 shares of Ryerson common stock directly, recorded at a price of $0.00 per share.
According to the merger terms, 7,301 Olympic Steel shares were converted into 12,488 Ryerson shares using a 1.7105 exchange ratio, and 5,011 Ryerson shares were issued for vested Olympic Steel restricted stock. Stovsky also acquired three grants of fully vested restricted stock units covering 5,873, 4,435, and 2,784 shares of Ryerson common stock, which will be delivered upon his separation of service.
Ryerson Holding Corp director Michael D. Siegal reported acquiring 1,825,226 shares of Ryerson common stock on February 13, 2026. The Form 4 shows this as a non-cash acquisition at a price of $0.00 per share, held directly after the transaction.
According to the footnote, Siegal received these shares in connection with the merger between Olympic Steel, Inc. and Ryerson. He exchanged 1,067,072 Olympic Steel shares, which were cancelled and converted into the right to receive 1.7105 Ryerson shares for each Olympic Steel share, with cash paid instead of fractional shares.
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.
Ryerson Holding Corp EVP Andrew S. Greiff reported equity awards tied to the merger with Olympic Steel, Inc. He acquired 33,975 shares of Ryerson common stock in exchange for 19,863 Olympic Steel shares based on a 1.7105 exchange ratio.
Greiff also acquired several blocks of restricted stock units (RSUs), each representing one future Ryerson share. These include 18,085 and 26,844 RSUs converted from Olympic Steel awards, plus 10,257 RSUs vesting on December 31, 2026 and 10,263 RSUs vesting on December 31, 2027.
In addition, he received a 94,254 RSU one-time sign-on award connected to the merger, which will vest on the third anniversary of the merger’s closing. Vested shares from these RSUs will be delivered according to each award’s terms.
Ryerson Holding Corp director files initial ownership report stating no holdings
Scott Peter Jennings, a director of Ryerson Holding Corp (RYI), filed an initial beneficial ownership report on Form 3. The filing states that no securities, including both non-derivative and derivative securities, are beneficially owned at this time.
Ryerson Holding Corp director Richard P. Stovsky filed an initial ownership report on Form 3. The filing states that no securities of Ryerson Holding Corp are beneficially owned. This is a routine disclosure required for directors under U.S. securities laws and does not report any transactions.
Ryerson Holding Corp director reports no share ownership. Michael D. Siegal filed an initial Form 3 as a director of Ryerson Holding Corp. The filing states that he has no securities, derivative or non-derivative, beneficially owned in the company at this time.
Ryerson Holding Corp director and President & COO Richard T. Marabito filed an initial insider ownership report reflecting his roles at the company. The filing states that no securities, including both non-derivative and derivative securities, are beneficially owned. The report is filed by a single reporting person and includes a power of attorney authorizing the attorney-in-fact to sign on his behalf.