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Ryerson Holding Corp

For the period ended Sep 30, 2025. Filed Oct 28, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 28, 2025

RYZ$29.78+7.9%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1: FINANCIAL STATEMENTS

Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. Affiliates of Platinum Equity, LLC (“Platinum”) own 3,924,478 shares of our common stock, which is approximately 12.2% ofour outstanding common stock as of September 30, 2025.

We are a leading value-added processor and distributor of industrial metals with operations in the U.S. through JT Ryerson and other U.S. subsidiaries, in Canada through our indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”), and in Mexico through our indirect wholly-owned subsidiary Ryerson Metals de Mexico, S. de R.L. de C.V., a Mexican corporation (“Ryerson Mexico”). In addition to our North American operations, we conduct materials processing and distribution operations in China through an indirect wholly-owned subsidiary, Ryerson China Limited (“Ryerson China”), a Chinese limited liability company. Unless the context indicates otherwise, Ryerson Holding, JT Ryerson, Ryerson Canada, Ryerson China, and Ryerson Mexico, together with their subsidiaries, are collectively referred to herein as “Ryerson,” “we,” “us,” “our,” or the “Company.”

Basis of Presentation

The Company's Condensed Consolidated Financial Statements (Unaudited) as of September 30, 2025 and for the three-month and nine-month periods ended September 30, 2025 and 2024 have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial reporting and therefore do not include all information and disclosures normally included in the annual Consolidated Financial Statements. The preparation of these Condensed Consolidated Financial Statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from these estimated amounts. In the opinion of the Company’s management, the Condensed Consolidated Financial Statements reflect all adjustments, which are normal and recurring in nature, and necessary for fair financial statement presentation. Results of operations for any interim period are not necessarily indicative of results for any future periods or for the year. The year-end Condensed Consolidated Balance Sheet data contained in this report was derived from audited financial statements, but does not include all disclosures required by GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

In 2024, we presented our proceeds and repayments of borrowings under our $1.3 billion revolving credit facility (“the Ryerson Credit Facility”) on a net basis as the borrowings had original maturities of three months or less and qualified for net presentation. During 2025, the Company executed certain borrowings under the Ryerson Credit Facility with original maturities greater than three months and we no longer qualified for net reporting. Thus we are presenting the borrowing activity on a gross basis in the statement of cash flows. We have reclassified prior year presentation to conform with current year presentation for comparability.

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Standards—Adopted

No accounting pronouncements have been issued and adopted in 2025 that impact our financial statements.

Recently Issued Accounting Standards—Not Yet Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, “Income Taxes (Topic 740)”. The amendments in this update require public businesses to disclose specific categories in the rate reconciliation and further information for reconciling items that meet a quantitative threshold. This update also requires further disclosures of income taxes paid disaggregated by federal, state, and foreign jurisdictions as well as by the individual jurisdiction in which income taxes are paid if the amount paid is equal to or greater than five percent of total income taxes paid. Further, this update requires a disclosure of income or loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense or benefit disaggregated by federal, state, and foreign. This update is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. The amendments may be applied on either a retrospective or prospective basis. We plan to adopt this ASU as of December 31, 2025. We do not expect there to be an impact to the consolidated financial statements, other than enhanced disclosures.

In November 2024, FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”and in January 2025 issued an update through ASU 2025-01. The amendment requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The categories required to be disclosed under the amendment include; purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as well as a qualitative description of the amount remaining in relevant expense captions that are not disaggregated quantitatively. Additionally, disclosure is required of the total amount of selling expenses and the entity's definition of selling expenses in the annual reporting periods only. This update is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied on either a retrospective or prospective basis. We are assessing the impact of adoption, but do not expect this guidance to materially impact the consolidated financial statements, other than enhanced disclosures.

In September 2025, FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. The amendment changes certain aspects of the accounting and disclosure of software costs. Under the amendment, companies will no longer use the concept of "development stages" in determining the relevant software costs to be capitalized. Software costs will be capitalizable if management, implicitly or explicitly, authorizes and commits to funding a software project and the probable-to-complete threshold is met. This update is effective for annual periods beginning after December 15, 2027 and early adoption is permitted. These amendments can be applied prospectively to new software costs incurred as of the beginning of the adoption period for all projects, prospectively to new software costs incurred only for projects that meet the new capitalization requirements, or retrospectively by recasting comparative periods and recognizing a cumulative-effect adjustment to the opening balance of retained earnings of the first period presented. We are assessing the impact of adoption, but do not expect this guidance to materially impact the consolidated financial statements.

NOTE 3: CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the beginning and ending cash balances shown in the Condensed Consolidated Statements of Cash Flows:

September 30,December 31,
20252024
(In millions)
Cash and cash equivalents$29.8$27.7
Restricted cash0.61.6
Total cash, cash equivalents, and restricted cash$30.4$29.3

We had cash restricted for the purpose of covering letters of credit that can be presented for potential insurance claims and material purchases.

NOTE 4: INVENTORIES

The Company primarily uses the last-in, first-out ("LIFO") method of valuing inventory. Under this method, older costs are included in inventory, which may be higher or lower than current costs. Interim LIFO calculations are based on projections of expected year-end inventory levels and costs. The year-end projection is then allocated to the interim quarters on a pro-rata basis. Year-end LIFO calculations are based on actual inventory levels and costs.

See the Condensed Consolidated Balance Sheets for the September 30, 2025 and December 31, 2024 values of our in process and finished goods inventory.

If current cost had been used to value inventories, such inventories would have been $128 million and $95 million higher than reported at September 30, 2025 and December 31, 2024, respectively. Approximately 88% and 89%of inventories were accounted for under the LIFO method at September 30, 2025 and December 31, 2024, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities, where we use the moving average cost and the specific cost methods to value inventory. Substantially all of our inventories consist of finished products.

The Company has consignment inventory at certain customer locations, which totaled$5.4 million and$5.0 million at September 30, 2025 and December 31, 2024, respectively.

NOTE 5: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to$161.5 million and $161.8 million at September 30, 2025 and December 31, 2024, respectively. We recorded a reduction of goodwill of $0.3 million during the first six months of 2025 related to purchase accounting adjustments for the acquisition completed in the third quarter of 2024. No adjustments to goodwill were made during the third quarter of 2025.

Pursuant to FASB ASC 350, “Intangibles – Goodwill and Other,” we review the recoverability of goodwill annually as of October 1 or whenever significant events or changes occur that might impair the recovery of recorded amounts. The most recently completed impairment test of goodwill was performed as of October 1, 2024, and it was determined thatno impairment existed.

Other intangible assets with finite useful lives are amortized over their useful lives. We review the recoverability of our long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

NOTE 6: LONG-TERM DEBT

Long-term debt consisted of the following at September 30, 2025 and December 31, 2024:

September 30,December 31,
20252024
(In millions)
Ryerson Credit Facility$500.5$470.0
Foreign debt1.50.7
Unamortized debt issuance costs and discounts(2.3)(3.3)
Total debt499.7467.4
Less: Short-term foreign debt1.50.7
Total long-term debt$498.2$466.7

Ryerson Credit Facility

On June 29, 2022, Ryerson entered into a fifth amendment of its revolving credit facility to, among other things, increase the facility size from $1.0 billion to $1.3 billion and to extend the maturity date from November 5, 2025 to June 29, 2027. On June 10, 2024, Ryerson entered into a sixth amendment of its revolving credit facility to make conforming changes to effectuate the transition of the reference rate for revolving loans borrowed in Canadian Dollars from the Canadian Dollar Offered Rate to the forward-looking term rate based onthe Canadian Overnight Repo Rate Average ("CORRA").

At September 30, 2025, Ryerson had $500.5 million of outstanding borrowings, $1 million of letters of credit issued, and $443 million available under the Ryerson Credit Facility compared to $470.0 million of outstanding borrowings, $1 million of letters of credit issued, and $376 million available at December 31, 2024. Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as Ryerson is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. Eligible accounts receivable, at any date of determination, is comprised of the aggregate value of all accounts directly created by a borrower in the ordinary course of business arising out of the sale of goods or the rendering of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower (or guarantor, as applicable) does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of a borrower (or guarantor, as applicable). Eligible inventory, at any date of determination, is comprised of the net orderly liquidation value of all inventory owned by a borrower. Qualified cash consists of cash in an eligible deposit account that is subject to customary restrictions and liens in favor of the lenders.

Amounts outstanding under the Ryerson Credit Facility bear interest at (i) a rate determined by reference to(A) the base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America’s prime rate, and the Term Secured Overnight Financing Rate (“SOFR”) plus 1.00%) or (B) a Term SOFR rateor (ii) for Ryerson Holding’s Canadian subsidiary that is a borrower,(A) the prime rate or base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America-Canada Branch’s commercial loan rate, and the Term SOFR rate plus 1.00%), (B) a Term SOFR rate (for loans denominated in US Dollars), or (C) the CORRA rate (for loans denominated in Canadian Dollars).

The spread over the base rate is between 0.25% and 0.50% and the spread over the SOFR rate is between 1.25% and 1.50%, depending on the amount available to be borrowed under the Ryerson Credit Facility; provided that such spreads shall be reduced by 0.125% if the leverage ratio set forth in the most recently delivered compliance certificate is less than or equal to 3.50 to 1.00. The spread over the CORRA rate is 0.30% for a one-month interest period or 0.32% for a three-month interest period. Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.20%. Overdue amounts and all amounts owed during the existence of a default bear interest at 2.00% above the rate otherwise applicable thereto. The weighted average interest rate on outstanding borrowings under the Ryerson Credit Facility was 5.6% and 5.9% at September 30, 2025 and December 31, 2024, respectively.

Borrowings under the Ryerson Credit Facility are secured by first-priority liens on all of the inventory, accounts receivables, lockbox accounts, and related assets of the borrowers and the guarantors.

The Ryerson Credit Facility also contains covenants that, among other things, restrict Ryerson Holding and its restricted subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets, and acquisitions. The Ryerson Credit Facility also requires that, if availability under the Ryerson Credit Facility declines to a certain level, Ryerson maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter.

The Ryerson Credit Facility contains events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees, and other amounts due thereunder after a specified grace period, material misrepresentations, failure to perform certain specified covenants, certain bankruptcy events, the invalidity of certain security agreements or guarantees, material judgments, the occurrence of a change of control of Ryerson, and a cross-default to other financing arrangements. If such an event of default occurs, the lenders under the Ryerson Credit Facility will be entitled to various remedies, including acceleration of amounts outstanding under the Ryerson Credit Facility and all other actions permitted to be taken by secured creditors.

The lenders under the Ryerson Credit Facility could reject a borrowing request if any event, circumstance, or development has occurred that has had or could reasonably be expected to have a material adverse effect on the Company. If Ryerson Holding, JT Ryerson, any of the other borrowers, or any restricted subsidiaries of JT Ryerson becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Ryerson Credit Facility will become immediately due and payable.

Foreign Debt

At September 30, 2025, Ryerson China had $0.3 million of debt related to letter of credit drawdowns that incur an initiation fee of 0.05%, rather than interest. These balances are secured with Ryerson China's accounts receivables. Additionally, Ryerson China had $1.2 million of debt related to letter of credit drawdowns that incur initiation fee of 0.15%, rather than interest. These balances are not secured with any of Ryerson China's assets. At December 31, 2024, Ryerson China had $0.6 million of debt related to letter of credit drawdowns that incur an initiation fee of 0.05%, rather than interest. These balances are secured with Ryerson China's accounts receivables. Additionally, Ryerson China had $0.1 million of debt related to letter of credit drawdowns that incur an initiation fee of 0.004%, rather than interest. These balances are not secured with any of Ryerson China's assets.

Availability under the foreign credit lines was $48 million and $47 million at September 30, 2025 and December 31, 2024, respectively. Letters of credit issued by our foreign subsidiaries were zero and $1 million at September 30, 2025 and December 31, 2024, respectively.

NOTE 7: EMPLOYEE BENEFITS

The following tables summarize the components of net periodic benefit cost (credit) for the Ryerson pension plans and postretirement benefit plans other than pension:

Three Months Ended September 30,
Pension BenefitsOther Benefits
2025202420252024
(In millions)
Components of net periodic benefit cost (credit)
Service cost$0.4$0.3$—$—
Interest cost3.73.70.40.5
Expected return on assets(3.9)(3.8)——
Settlement gain(0.2)(0.5)——
Recognized actuarial (gain) loss1.11.1(1.7)(1.9)
Net periodic benefit cost (credit)$1.1$0.8$(1.3)$(1.4)
Nine Months Ended September 30,
Pension BenefitsOther Benefits
2025202420252024
(In millions)
Components of net periodic benefit cost (credit)
Service cost$1.1$1.10.1$0.1
Interest cost11.011.21.21.3
Expected return on assets(11.5)(11.4)——
Settlement (gain) expense(0.7)0.6——
Curtailment gain—(0.2)—(0.1)
Recognized actuarial (gain) loss3.33.1(5.1)(5.5)
Net periodic benefit cost (credit)$3.2$4.4$(3.8)$(4.2)

Components of net periodic benefit cost (credit), excluding service cost, are included in Other income and (expense), net in our Condensed Consolidated Statement of Comprehensive Income.

Due to the closure of the Central Steel & Wire ("CSW") headquarters in Chicago, IL and move to University Park, IL, a significant reduction in the service years of employees occurred between the fourth quarter of 2023 and first quarter of 2024, triggering curtailment accounting. The CSW Pension and Postretirement Benefits plans were remeasured as of February 29, 2024, resulting in a curtailment gain. As the curtailmentwas a net gain, the gain is required to be reflected in the periods in which the terminations occurred, resulting in a curtailment gain of $0.3 million recognized in the first quarter of 2024 and $0.5 million recognized in the fourth quarter of 2023 for those terminations occurring during the respective periods. Additionally, the CSW Pension Plan lump sum payments for 2024 were in excess of service cost and interest cost, therefore, a settlement gain of $1.6 million was recorded in the first nine months of 2024. In 2025, the CSW Pension Plan is expecting lump sum payments to be in excess of service cost and interest cost, therefore, a settlement gain of$0.7 million was recorded in the first nine months of 2025.

In the first quarter of 2024, the Ryerson Canada Bargaining Unit Pension Plan made $1.2 million of lump sum payments to plan participants and purchased $5.0 million of annuities on behalf of plan participants. The lump sum payments and annuity purchases consisted of all of the existing liabilities of the Ryerson Canada Bargaining Unit Pension Plan, resulting in the termination of the plan. The Ryerson Canada Bargaining Unit Pension Plan was fully funded as of the termination date, and as such, all lump sum payments and annuity purchases were funded with pension plan assets. As a result of the termination, the Company recorded a $2.2 million settlement loss in the first quarter of 2024.

In the second quarter of 2025, the Company announced that the Ryerson Canada Salaried Pension Plan will be frozen effective June 30, 2027. The Ryerson Canada Salaried Pension Plan was remeasured as of June 30, 2025. The remeasurement did not have an impact on the Condensed Consolidated Statement of Comprehensive Income and did not have a material impact on the Condensed Consolidated Balance Sheet.

The net pension settlements and the curtailment gain were recorded within Other income and (expense), net within the Condensed Consolidated Statement of Comprehensive Income for the nine months ended September 30, 2025 and 2024.

The Company contributed $13.4 million to the pension plan funds through the nine months ended September 30, 2025, and anticipates that it will have a minimum required pension contribution funding of approximately $1.8 million for the remaining three months of 2025.

NOTE 8: COMMITMENTS AND CONTINGENCIES

There have been no material changes to the contingencies and legal matters from those disclosed in Part I, Item 1: Business - Environment, Health, and Safety Matters and in Note 12 of the Notes to the Consolidated Financial Statements, in Part II, Item 8: Financial Statements in the Company's 2024 Form 10-K.

NOTE 9: SEGMENT INFORMATION

Edward Lehner, our Chief Executive Officer, serves as our chief operating decision maker ("CODM"). The CODM views our business globally, therefore we haveone operating and reportable segment, metals service centers. There are no differences from the last annual report in our basis of segmentation or measurement of segment profit or loss.

The Company’s segment revenue, significant expenses regularly reviewed by the CODM, and other segment items are as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(Dollars in millions) · (Dollars in millions)
Net sales$1,161.5$1,126.6$3,466.5$3,591.3
Less 1 :
Cost of materials sold, excluding LIFO (income) expense948.8942.72,820.02,975.3
LIFO (income) expense13.2(18.1)33.2(27.1)
Delivery expense31.428.293.286.0
Compensation and benefits expense91.286.4280.7272.2
Selling, general, and administrative expense16.317.053.155.1
Operating expense - fixed18.317.957.054.6
Operating expense - variable15.214.145.547.1
Reorganization expense 27.315.816.348.6
Depreciation and amortization expense20.219.558.854.9
Interest and other expense on debt10.111.529.432.9
Other segment items 3(0.2)(2.0)2.8(5.7)
Loss before income taxes(10.3)(6.4)(23.5)(2.6)
Provision (benefit) for income taxes4.1(0.4)(5.9)0.5
Net loss(14.4)(6.0)(17.6)(3.1)
Less: Net income attributable to noncontrolling interest0.40.60.91.2
Net loss attributable to Ryerson Holding Corporation$(14.8)$(6.6)$(18.5)$(4.3)

(1)The significant expense categories and amounts align with the information that is regularly provided to the CODM.

(2)Reorganization expense is used by management to capture excess costs associated with one-time events or with implementing significant Company projects or changes and allows the CODM to assess performance without the impact of these items. It is not a GAAP financial measure. Expenses excluding reorganization expense should not be used as a substitute for total expenses reported on our Condensed Consolidated Statements of Comprehensive Income.

(3)Other segment items include foreign exchange gain and loss, pension settlement and curtailment gains and losses, pension and postretirement benefit costs other than service costs, gains or losses on investments, purchase consideration, gains on insurance settlements, impairment charges on assets, and discounts on accounts receivable factoring.

The measure of segment assets used by the CODM is reported on the Condensed Consolidated Balance Sheets as total consolidated assets. The primary measure of segment profit or loss that is most consistent with GAAP is net income (loss) attributable to Ryerson Holding Corporation as reported on the Condensed Consolidated Statements of Comprehensive Income. Net income (loss) is used by the CODM for planning and forecasting future periods, analyzing the core operating performance of the business, as well as to allocate resources, including for employee compensation and capital investment.

Capital expenditures are regularly provided to the CODM on a consolidated basis. See our Condensed Consolidated Statement of Cash Flows for capital expenditure amounts as of September 30, 2025 and 2024.

NOTE 10: DERIVATIVES AND FAIR VALUE MEASUREMENTS

Derivatives

The Company may use derivatives to partially offset its business exposure to commodity price, foreign currency, and interest rate fluctuations and their related impact on expected future cash flows and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, Company policy, accounting considerations, or the prohibitive economic cost or risk of hedging particular exposures. There can be no assurance that the hedges will offset more than a portion of the financial impact resulting from movements in commodity pricing, foreign currency exchange, or interest rates. Interest rate swaps may be entered into to manage interest rate risk associated with the Company’s floating-rate borrowings. We use foreign currency exchange contracts to hedge variability in cash flows in our Canada, Mexico, and China operations when a payment currency is different from our functional currency. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. We may also enter into natural gas and diesel fuel future and option contracts to manage the price risk of forecasted purchases of these energy costs.

The Company currently does not account for its commodity contracts and foreign exchange derivative contracts as hedges but, rather marks them to market with a corresponding offset to current earnings.

The Company regularly reviews the creditworthiness of its derivative counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements.

The following table summarizes the location and fair value amount of our derivative instruments reported in our Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024. As of September 30, 2025 and December 31, 2024, all derivative instruments held by the Company were subject to master netting arrangements with various financial institutions. The Company’s accounting policy is to not offset these positions in its Condensed Consolidated Balance Sheets. The gross derivative assets and liabilities presented in the Condensed Consolidated Balance Sheets offset to a net asset of $1.9 million andzero as of September 30, 2025 and December 31, 2024, respectively.

Asset DerivativesLiability Derivatives
Balance Sheet LocationSeptember 30, 2025December 31, 2024Balance Sheet LocationSeptember 30, 2025December 31, 2024
Derivatives not designated as hedging instruments under ASC 815 · (In millions)
Metal commodity contractsPrepaid expenses andother current assets$4.7$1.8Other accruedliabilities$2.9$2.0
Energy commodity contractsPrepaid expenses andother current assets0.10.1Other accruedliabilities——
Foreign currency exchange contractsPrepaid expenses andother current assets—0.1Other accruedliabilities——
Total derivatives$4.8$2.0$2.9$2.0

The following table presents the volume of the Company’s activity in derivative instruments as of September 30, 2025 and December 31, 2024:

Notional Amount
Derivative InstrumentsSeptember 30, 2025December 31, 2024Unit of Measurement
Hot roll coil swap contracts14,80031,658Tons
Aluminum swap contracts12,40415,711Tons
Nickel swap contracts312298Tons
Copper swap contracts2,5521,319Tons
Natural gas swap contracts181,120283,000Gallons
Diesel fuel swap contracts1,940,0001,176,000Gallons
Foreign currency exchange contracts3.4 million1.6 millionU.S. dollars

The following table summarizes the location and amount of gains and losses on derivatives not designated as hedging instruments reported in our Condensed Consolidated Statements of Comprehensive Income for thethree and nine months ended September 30, 2025 and 2024:

Amount of Gain/(Loss) Recognized in Income on Derivatives
Derivatives not designated as hedging instruments under ASC 815 · Location of Gain/(Loss) Recognized in Income on Derivatives · Three Months Ended September 30, · Nine Months Ended September 30,
2025 · 2024 · 2025 · 2024
Metal commodity contractsCost of materials sold$(0.8)$0.7$6.3$5.1
Foreign exchange contractsOther income and (expense), net0.1(0.1)——
Total$(0.7)$0.6$6.3$5.1

Fair Value Measurements

The Company has various commodity derivatives to lock in hot roll coil, nickel, aluminum, copper, natural gas, and diesel fuel prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the Chicago Mercantile Exchange (hot roll coil, hot-dipped galvanized premium, copper, Midwest Premium, natural gas, and diesel fuel) and the London Metals Exchange (nickel and aluminum), respectively, for the commodity on the valuation date. In addition, the Company has numerous foreign exchange contracts to hedge variability in cash flows when a payment currency is different from our functional currency. The Company defines the fair value of foreign exchange contracts as the amount of the difference between the contracted and current market value at the end of the period. The Company estimates the current market value of foreign exchange contracts by obtaining month-end market quotes of foreign exchange rates and forward rates for contracts with similar terms. The Company uses the exchange rates provided by Reuters. Each commodity and foreign exchange contract term varies in the number of months, but in general, contracts are between 1 to 12 months in length. As the fair value of each commodity and foreign exchange contract is determined using inputs other than quoted prices that are directly observable (Level 2 inputs) and the market approach valuation technique, as described in ASC 820, "Fair Value Measurement", these derivative balances are classified as Level 2 within the fair value hierarchy.

As of September 30, 2025 and December 31, 2024, the Company had $5.8 million and $0.3 million of assets held for sale, respectively, classified within "Prepaid expenses and other current assets" on the Condensed Consolidated Balance Sheet. The assets were recognized at fair value less cost to sell, in accordance with ASC 360, "Property Plant and Equipment". For the nine-month period ended September 30, 2025, $1.9 million of impairment charges related to a portion of these assets were recorded within Warehousing, delivery, selling, general, and administrative expense on the Condensed Consolidated Statement of Comprehensive Income. The fair value less costs to sell of long-lived assets held for sale is assessed each reporting period that the assets remain classified as held for sale. Any increase or decrease in the held for sale long-lived asset's fair value less cost to sell is reported as an adjustment to its carrying amount, except that the adjusted carrying amount cannot exceed the carrying amount of the long-lived asset at the time it was initially classified as held for sale. The fair value of the properties and machinery and equipment were determined based on listing agreements with third-party brokerage firms and appraisals performed by a third-party. As the fair value of the properties and machinery and equipment is determined using inputs other than quoted prices that are directly observable (Level 2 inputs) these asset balances are classified as Level 2 within the fair value hierarchy on a non-recurring basis.

The estimated fair value of the Company’s cash and cash equivalents, restricted cash, receivables less provisions, and accounts payable approximate their carrying amounts due to the short-term nature of these financial instruments. The estimated fair value of the Company's long-term debt and the current portions thereof approximate the carrying amounts in the consolidated financial statements due to the short-term nature of the underlying borrowings on the Ryerson Credit Facility. See the Condensed Consolidated Balance Sheets for the September 30, 2025 and December 31, 2024 values of these assets and liabilities.

NOTE 11: STOCKHOLDERS’ EQUITY, ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), AND NONCONTROLLING INTEREST

The following table details changes in Ryerson Holding Corporation Stockholders’ Equity accounts for the three months andnine months ended September 30, 2025:

Accumulated OtherComprehensive Income (Loss)
CommonStock · TreasuryStock · Capital inExcess ofPar Value · Retained Earnings · ForeignCurrencyTranslation · Benefit PlanLiabilities · Non-controllingInterest · TotalEquity
SharesDollarsSharesDollarsDollarsDollarsDollarsDollarsDollarsDollars
(In millions, except shares in thousands)
Balance at January 1, 202539,899$0.4(8,051)$(234.4)$423.5$779.6$(67.5)$(86.3)$9.2$824.5
Net income (loss)—————(5.6)——0.3(5.3)
Foreign currency translation——————0.3—(0.1)0.2
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.2———————(1.0)—(1.0)
Stock-based compensation expense, net459—(113)(2.6)3.3————0.7
Cash dividends and dividend equivalents————0.3(6.1)———(5.8)
Balance at March 31, 202540,358$0.4(8,164)$(237.0)$427.1$767.9$(67.2)$(87.3)$9.4$813.3
Net income—————1.9——0.22.1
Foreign currency translation——————8.5—0.18.6
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.6———————(0.2)—(0.2)
Stock-based compensation expense, net2———3.5————3.5
Cash dividends and dividend equivalents—————(6.1)———(6.1)
Balance at June 30, 202540,360$0.4(8,164)$(237.0)$430.6$763.7$(58.7)$(87.5)$9.7$821.2
Net income (loss)—————(14.8)——0.4(14.4)
Foreign currency translation——————(2.0)——(2.0)
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.2———————(0.6)—(0.6)
Stock-based compensation expense, net3———(0.7)————(0.7)
Cash dividends and dividend equivalents—————(6.1)———(6.1)
Balance at September 30, 202540,363$0.4(8,164)$(237.0)$429.9$742.8$(60.7)$(88.1)$10.1$797.4

The following table details changes in Ryerson Holding Corporation Stockholders’ Equity accounts for the three months and nine months ended September 30, 2024:

Accumulated OtherComprehensive Income (Loss)
CommonStock · TreasuryStock · Capital inExcess ofPar Value · Retained Earnings · ForeignCurrencyTranslation · Benefit PlanLiabilities · Non-controllingInterest · TotalEquity
Shares · Dollars · Shares · Dollars · Dollars · Dollars · Dollars · Dollars · Dollars · Dollars
(In millions, except shares in thousands)
Balance at January 1, 202439,451$0.4(5,413)$(179.3)$411.6$813.2$(52.2)$(87.8)$8.6$914.5
Net income (loss)—————(7.6)——0.2(7.4)
Foreign currency translation——————(3.3)—(0.1)(3.4)
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.7———————1.1—1.1
Share repurchases, net of tax of zero—(31)(1.0)—————(1.0)
Stock-based compensation expense, net436—(111)(3.7)3.3————(0.4)
Cash dividends and dividend equivalents———0.2(6.4)———(6.2)
Balance at March 31, 202439,887$0.4(5,555)$(184.0)$415.1$799.2$(55.5)$(86.7)$8.7$897.2
Net income—————9.9——0.410.3
Foreign currency translation——————(3.1)——(3.1)
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.4———————(1.0)—(1.0)
Share repurchases, net of tax $0.1—(647)(14.1)—————(14.1)
Stock-based compensation expense, net1———4.1————4.1
Issuance of common stock6———0.1————0.1
Dividends declared to non-controlling interest(0.6)(0.6)
Cash dividends and dividend equivalents—————(6.5)———(6.5)
Balance at June 30, 202439,894$0.4(6,202)$(198.1)$419.3$802.6$(58.6)$(87.7)$8.5$886.4
Net income (loss)—————(6.6)——0.6(6.0)
Foreign currency translation——————1.6——1.6
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.2———————(1.0)—(1.0)
Share repurchases, net of tax $0.3——(1,849)(36.3)—————(36.3)
Stock-based compensation expense, net2———3.4————3.4
Cash dividends and dividend equivalents—————(6.1)———(6.1)
Balance at September 30, 202439,896$0.4(8,051)$(234.4)$422.7$789.9$(57.0)$(88.7)$9.1$842.0

The following table details changes in accumulated other comprehensive income (loss), net of tax, for thenine months ended September 30, 2025:

Changes in Accumulated Other ComprehensiveIncome (Loss) by Component, net of tax
ForeignCurrencyTranslationBenefitPlanLiabilities
(In millions)
Balance at January 1, 2025$(67.5)$(86.3)
Other comprehensive income before reclassifications6.80.1
Amounts reclassified from accumulated other comprehensive loss into net loss—(1.9)
Net current-period other comprehensive income (loss)6.8(1.8)
Balance at September 30, 2025$(60.7)$(88.1)

The following table details the reclassifications out of accumulated other comprehensive income (loss) for thethree-month and nine-month periods ended September 30, 2025 and September 30, 2024:

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Amount reclassified from Accumulated Other Comprehensive Income (Loss)
Three Months Ended · Nine Months Ended · Affected line item in the Condensed Consolidated Statements of Comprehensive Income (Loss)
Details about Accumulated OtherSeptember 30, 2025
Comprehensive Income (Loss) Components · (In millions)
Amortization of defined benefit pension and other post-retirement benefit plan items
Actuarial gain$(0.6)$(1.8)Other income and (expense), net
Pension settlement gain(0.2)(0.7)Other income and (expense), net
Total before tax(0.8)(2.5)
Tax expense0.20.6
Net of tax$(0.6)$(1.9)
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Amount reclassified from Accumulated Other Comprehensive Income (Loss)
Three Months Ended · Nine Months Ended · Affected line item in the Condensed Consolidated Statements of Comprehensive Income
Details about Accumulated OtherSeptember 30, 2024
Comprehensive Income (Loss) Components(In millions)
Amortization of defined benefit pension and other post-retirement benefit plan items
Actuarial gain$(0.8)$(2.3)Other income and (expense), net
Pension settlement loss (gain)$(0.5)$0.6Other income and (expense), net
Curtailment gain—(0.3)Other income and (expense), net
Total before tax(1.3)(2.0)
Tax expense0.30.3
Net of tax$(1.0)$(1.7)

NOTE 12: REVENUE RECOGNITION

Net sales include product revenue and shipping and handling charges, net of estimated sales returns and any related sales incentives. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products.

We haveone operating and reportable segment, metals service centers.

The Company derives substantially all of its revenue from the distribution of metals. The following table shows the Company’s percentage of sales disaggregated by major product line:

Three Months Ended · Nine Months Ended
September 30,September 30,
Product Line2025202420252024
Carbon Steel Flat29%31%28%30%
Carbon Steel Plate910910
Carbon Steel Long12121213
Stainless Steel Flat14151414
Stainless Steel Plate5555
Stainless Steel Long5454
Aluminum Flat15151616
Aluminum Plate3333
Aluminum Long6464
Other2121
Total100%100%100%100%

A significant majority of the Company’s sales are attributable to its U.S. operations. The only sales attributed to foreign countries relate to the Company’s subsidiaries in Canada, China, and Mexico. The following table summarizes consolidated financial information of our operations by geographic location based on where sales originated:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net Sales · (In millions) · (In millions)
United States$1,043.9$1,010.1$3,121.2$3,242.7
Foreign countries117.6116.5345.3348.6
Total$1,161.5$1,126.6$3,466.5$3,591.3

Revenue is recognized either at a point in time or over time based on (1) if the contract has an enforceable right to payment and (2) the type of product that is being sold to the customer, with products that are determined to have no alternative use being recognized over time. The following table summarizes revenues by the type of item sold:

Three Months Ended September 30,Nine Months Ended September 30,
Timing of Revenue Recognition2025202420252024
Revenue on products with an alternative use87%86%87%86%
Revenue on products with no alternative use13141314
Total100%100%100%100%

Contract Balances

A receivable is recognized in the period in which an invoice is issued, which is generally when the product is delivered to the customer. Payment terms on invoiced amounts are typically net 30 days from the invoice date. We do not have any contracts with significant financing components.

Receivables, which are included in accounts receivables within the Condensed Consolidated Balance Sheet, from contracts with customers were $524.1 million and $428.1 million as of September 30, 2025 and December 31, 2024, respectively.

Contract assets, which consist primarily of revenues recognized over time that have not yet been invoiced and the value of inventory, as estimated, that will be received in conjunction with product returns, are reported in prepaid expenses and other current assets within the Condensed Consolidated Balance Sheets. Contract liabilities, which consist primarily of accruals associated with amounts that will be paid to customers for volume rebates, cash discounts, sales returns and allowances, estimates of shipping and handling costs associated with performance obligations recorded over time, customer prepayments, and bill and hold transactions are reported in other accrued liabilities within the Condensed Consolidated Balance Sheets. Contract assets amounted to $16.5 million and $19.8 million at September 30, 2025 and December 31, 2024, respectively. Contract liabilities amounted to $16.9 million and $17.6 million at September 30, 2025 and December 31, 2024, respectively. Contract liabilities satisfied during the nine-month period ended September 30, 2025 amounted to $8.9 million.

The Company’s performance obligations are typically short-term in nature. As a result, the Company has elected the practical expedient that provides an exemption of the disclosure requirements regarding information about remaining performance obligations on contracts that have original expected durations ofone year or less.

NOTE 13: INCOME TAXES

For the three months ended September 30, 2025, the Company recorded an income tax expense of $4.1 million compared to an income tax benefit of $0.4 million in the prior year. The income tax expense for the three months ended September 30, 2025, and the income tax benefit in the three months ended September 30, 2024, primarily represent taxes at federal and local statutory rates where the Company operates, adjusted for certain one-time items and changes in forecasted pre-tax earnings. For the nine months ended September 30, 2025, the Company recorded an income tax benefit of $5.9 million compared to income tax expense of $0.5 million in the prior year. The income tax benefit for the nine months ended September 30, 2025 and the income tax expense in the first nine months of 2024 primarily represent taxes at federal and local statutory rates where the Company operates, adjusted for certain one-time items. The decrease in income tax in thefirst nine months of 2025, compared to the first nine months of 2024, is primarily a result of the decrease in actual and forecasted earnings between the two periods.

As required by FASB ASC 740, "Income Taxes" ("ASC 740") the Company assesses the realizability of its deferred tax assets. The Company records a valuation allowance when, based upon the evaluation of all available evidence, it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. In making this determination, we analyze, among other things, our recent history of earnings, the nature and timing of reversing book-tax temporary differences, tax planning strategies, and future income. The Company maintains a valuation allowance on certain foreign and U.S. federal deferred tax assets until such time as in management’s judgment, considering all available positive and negative evidence, the Company determines that these deferred tax assets are more likely than not realizable. The valuation allowance is reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of some or all of the valuation allowance. The valuation allowance was $4.0 million at both September 30, 2025 and December 31, 2024.

The Company accounts for uncertain income tax positions in accordance with ASC 740. We anticipate that certain statutes of limitation will close within the next twelve months resulting in the immaterial reduction of the reserve for uncertain tax benefits related to various intercompany transactions. The reserve for uncertain tax benefits decreased from $2.5 million as of December 31, 2024 to $1.6 million as of September 30, 2025 due to state tax settlements and related accrued interest.

NOTE 14: EARNINGS PER SHARE

Basic earnings per share attributable to Ryerson Holding’s common stock is determined based on earnings for the period divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to Ryerson Holding’s common stock considers the effect of potential common shares, unless inclusion of the potential common shares would have an antidilutive effect. The weighted average number of shares excluded, as they would have had an antidilutive effect, were 1,221,618 and 870,081 for the three-month and nine-month periods ended September 30, 2025 and 207,029 and 137,958 for the three-month and nine-month periods ended September 30, 2024, respectively. Antidilutive shares were related to outstanding restricted stock units, performance stock units, and stock options.

The following table sets forth the calculation of basic and diluted earnings (loss) per share:

Three Months Ended September 30,Nine Months Ended September 30,
Basic and diluted earnings (loss) per share2025202420252024
(In millions, except number of shares which are reflected in thousands and per share data)
Numerator:
Net loss attributable to Ryerson Holding Corporation$(14.8)$(6.6)$(18.5)$(4.3)
Denominator:
Weighted average shares outstanding32,19932,74632,08533,639
Dilutive effect of stock-based awards————
Weighted average shares outstanding adjusted for dilutive securities32,19932,74632,08533,639
Loss per share
Basic$(0.46)$(0.20)$(0.58)$(0.13)
Diluted$(0.46)$(0.20)$(0.58)$(0.13)

NOTE 15: SUBSEQUENT EVENTS

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

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

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.