Ryerson Holding Corp
For the period ended Feb 13, 2026. Filed Feb 13, 2026.
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Feb 13, 2026 · Filed Feb 13, 2026
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Contents
Introductory Note
On February 13, 2026 (the “Closing Date”), Ryerson Holding Corporation, a Delaware corporation (“Ryerson”), announced that it had completed the transactions contemplated by the Agreement and Plan of Merger, (the “Merger Agreement”), dated as of October 28, 2025, by and among Ryerson, Crimson MS Corp., an Ohio corporation and a direct wholly owned subsidiary of Ryerson (“Merger Sub”), and Olympic Steel, Inc., an Ohio corporation (“Olympic”). All defined terms used in this Current Report on Form 8-K (this “Current Report”) that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
Item 1.01 Entry Into a Material Definitive Agreement.
Seventh Amendment to Original Credit Agreement
On the Closing Date, Ryerson entered into Amendment No. 7 to the Credit Agreement (the “Seventh Amendment”), by and among Ryerson, Joseph T. Ryerson & Son, Inc. (“JTR”), the wholly owned subsidiary of Ryerson, and Ryerson Canada, Inc. (such subsidiary of JTR together with JTR, the “Borrowers”), certain directly and indirectly wholly owned subsidiaries of JTR as guarantors of obligations under the Original Credit Agreement as amended by the Seventh Amendment (such subsidiaries and Ryerson, the “Guarantors”), the lenders party thereto, and Bank of America, N.A. (“Bank of America”), as administrative agent and collateral agent. The Seventh Amendment amends the Credit Agreement, dated as of July 24, 2015 (as amended by Amendment No. 1, dated as of November 16, 2016, as further amended by Amendment No. 2, dated as of June 28, 2018, as further amended by Amendment No. 3, dated as of September 23, 2019, as further amended by Amendment No. 4, dated as of November 5, 2020, as further amended by Amendment No. 5, dated as of June 29, 2022, as further amended by Amendment No. 6, dated as of June 10, 2024, the “Original Credit Agreement” and as further amended by the Seventh Amendment, the “Amended Credit Agreement”), by and among the Borrowers, the Guarantors, the lenders party thereto and Bank of America, as administrative agent and collateral agent.
The Seventh Amendment, among other amendments, (i) extends the maturity of the Original Credit Agreement to five years from the Closing Date, (ii) increases the aggregate commitments thereunder from $1.3 billion to $1.8 billion, and (iii) effects changes in connection with the Merger (as defined below). The Amended Credit Agreement maintains substantially similar terms as the terms of the Original Credit Agreement, with certain updates to reflect the current operational needs of JTR and its subsidiaries following the merger with Olympic.
The Borrowers intend, among other permitted uses, to use the proceeds under the Amended Credit Agreement to repay in full and terminate the obligations under the Olympic existing Third Amended and Restated Loan and Security Agreement, dated as of December 8, 2017 (as amended from time to time), by and among Olympic, certain directly and indirectly wholly owned subsidiaries of Olympic as borrowers and guarantors, the lenders party thereto and Bank of America, as agent.
A copy of the Seventh Amendment, which includes the Amended Credit Agreement, is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The above description of the Seventh Amendment and the Amended Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the texts of the Seventh Amendment and the Amended Credit Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Olympic in accordance with Ohio law (the “Merger”), with Olympic surviving the Merger as a wholly owned subsidiary of Ryerson (the “Surviving Corporation”).
At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock of Olympic, without par value per share (the “Olympic Common Stock”) (other than certain excluded shares), was converted into the right to receive 1.7105 shares of common stock (the “Exchange Ratio”), $0.01 par value per share, of Ryerson (the “Ryerson Common Stock”) and, if applicable, cash in lieu of fractional shares.
In addition, at the Effective Time:
| • | Each time-based restricted stock unit relating to shares of Olympic Common Stock granted under the Olympic Steel, Inc. Amended and Restated 2007 Omnibus Incentive Plan (as amended through the date hereof, the “Olympic Steel Stock Plan”) and that was outstanding immediately prior to the Effective Time (each, an “Olympic Steel RSU”), other than the SERP RSUs (as described below), was assumed by Ryerson and converted into a restricted stock unit award relating to a number of whole shares of Ryerson Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Olympic Common Stock subject to such Olympic Steel RSU multiplied by (ii) the Exchange Ratio (each, an “Assumed RSU Award”) (subject to any right the holder may have to elect to receive cash instead, as set forth in the underlying agreement), and each such Assumed RSU Award will continue to have, and be subject to the same terms and conditions applicable to such Olympic Steel RSUs immediately prior to the Closing Date, except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement and other administrative or ministerial changes determined by Ryerson. If a holder of an Olympic Steel RSU elects to receive a cash settlement pursuant to the terms of an applicable Olympic Steel RSU award agreement, such cash payment will equal the product of (a) the number of shares of Ryerson Common Stock subject to the assumed and converted restricted stock unit award multiplied by (b) the closing price per share of Ryerson Common Stock on the Closing Date. Any such cash payments will be paid by Olympic (or one of its affiliates) through its regular payroll practices within 30 days following the Closing Date. |
| • | Each Olympic Steel RSU that was contributed to and used to fund a participant’s account balance in Olympic’s Supplemental Executive Retirement Plan (the “SERP”) was canceled and converted into a cash amount equal to (i) the product of (a) the number of shares of Olympic Common Stock subject to such Olympic Steel RSU, multiplied by (b) the Exchange Ratio, multiplied by (ii) the closing price per share of Ryerson Common Stock on the Closing Date (each, a “SERP RSU”). Effective as of the Closing Date, the converted cash amount will be credited to the participant’s SERP account, subject to the payment timing requirements and other terms of the SERP. |
| • | Each performance-based restricted stock unit relating to shares of Olympic Common Stock granted under the Olympic Steel Stock Plan prior to October 28, 2025 that was outstanding as of immediately prior to the Effective Time (each, an “Olympic Steel PSU”) was canceled and converted into the right to receive a cash payment equal to (i) the product of (a) the number of shares of Olympic Common Stock subject to such Olympic Steel PSU (assuming achievement at deemed target levels of performance), multiplied by (b) the Exchange Ratio, multiplied by (ii) the closing price per share of Ryerson Common Stock on the Closing Date, to be paid in cash (without interest) by Olympic (or one of its affiliates) through its regular payroll practices within 30 days following the Closing Date. |
| • | Each restricted stock award with respect to shares of Olympic Common Stock granted under the Olympic Steel Stock Plan, all of which were granted prior to October 28, 2025, (each, an “Olympic Steel RSA”) that was outstanding as of immediately prior to the Effective Time was accelerated and vested immediately prior to the Effective Time. At the Effective Time, each Olympic Steel RSA was canceled and converted into the right to receive the Merger Consideration. |
| • | Each phantom stock award (each, an “Olympic Steel Phantom Award”) granted under the Olympic Steel Stock Plan that was outstanding immediately prior to the Effective Time was assumed by Ryerson and converted into a phantom stock award with phantom units (rounded down to the nearest whole unit) representing a number of shares of Ryerson Common Stock equal to the product of (i) the number of phantom units subject to such Olympic Steel Phantom Award multiplied by (ii) the Exchange Ratio and otherwise remains subject to the same terms and conditions that applied immediately prior to the Effective Time, provided that (a) a portion of each Olympic Steel Phantom Award vested on a prorated basis based on the number of days completed in the applicable performance period through the Effective Time, and the vested portion will be paid in cash (without interest) within 30 days following the Closing Date in accordance with Olympic Steel’s (or one of its affiliates’) regular payroll practices, based on the per-share closing price of Ryerson Common Stock on the Closing Date, and (b) the portion of the Olympic Steel Phantom Award that did not vest at the Effective Time was assumed and remains outstanding and subject to the same terms and conditions that applied immediately prior to the Effective Time (including the requirement of continued service through the last day of the applicable performance period), except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement and other administrative or ministerial changes determined by Ryerson. |
| • | Each time-based long-term cash incentive award granted under the Olympic Steel C-Suite Long Term Incentive Plan (a sub-plan of the Olympic Steel Stock Plan) that was outstanding immediately prior to the Effective Time, was assumed by Ryerson or one of its subsidiaries (as designated by Ryerson) and remains subject to the same terms and conditions that applied immediately prior to the Effective Time (including any requirement for continued service), except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement and other administrative or ministerial changes determined by Ryerson. |
| • | Each performance-based long-term cash incentive award granted under the Olympic Steel C-Suite Long Term Incentive Plan prior to October 28, 2025 that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive a cash payment equal to the amount that would be owed under such performance-based cash award (assuming achievement of 100% of target performance for all outstanding performance-based cash awards) to be paid in cash (without interest) in accordance with Olympic Steel’s (or one of its affiliates’) regular payroll practices within 30 days following the Closing Date. |
| • | All other long-term cash awards granted under the Olympic Steel Stock Plan or otherwise, including any awards outstanding under the Metal-Fab Manager Long-Term Incentive Plan and the Metal-Fab Manager Retention Incentive Plan, were assumed by Ryerson or one of its subsidiaries (as designated by Ryerson) and remain outstanding and eligible to vest in accordance with, and subject to, their terms, including that (i) a portion of each such award vested on a prorated basis based on the number of days in the applicable performance period completed on the Closing Date and (ii) the portion that did not vest at the Effective Time continues to be outstanding and subject to the same terms and conditions that applied prior to the Effective Time (including continued service requirements through the last day of the applicable performance period), except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement and other administrative or ministerial changes determined by Ryerson. The vested portion of any such award will be paid in cash (without interest) within 30 days following the Closing Date in accordance with Olympic Steel’s (or one of its affiliates’) regular payroll practices. |
As a result of the Merger, Ryerson issued approximately 19.5 million shares of Ryerson Common Stock to former holders of Olympic Common Stock. The shares of Olympic Common Stock, which previously traded under the symbol “ZEUS,” ceased trading on the Nasdaq Stock Market LLC (“Nasdaq”) as of the close of trading on the Closing Date and were delisted from Nasdaq as of the Closing Date.
The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is included as Exhibit 2.1 hereto and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported on Ryerson’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on October 30, 2025 (the “Prior Form 8-K”), in connection with and upon the closing of the Merger, (i) Stephen Larson, a director of Ryerson, notified Ryerson of his intent to resign from the Ryerson Board of Directors (the “Board”), and (ii) Michael Siegal, age 72, will be appointed as the Chair of the Board. Effective February 13, 2026, Mr. Larson stepped down as a director of the Board and Mr. Siegal was appointed as a director and the Chair of the Board.
Mr. Larson’s resignation is not the result of any disagreements with Ryerson relating to Ryerson’s operations, policies or practices. The disclosures set forth under Item 5.02 of the Prior Form 8-K are incorporated herein by reference.
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