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Ryerson Holding Corp

For the period ended Apr 30, 2026. Filed Mar 18, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2026 · Filed Mar 18, 2026

RYZ$27.60+3.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Ryerson Holding Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials:

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Ryerson 2026 Proxy Statement

227 W. Monroe St., 27th Floor

Chicago, Illinois 60606

Notice of Annual Stockholders’ Meeting

Thursday, April 30, 2026, 4:00 p.m. Central Daylight Time

Virtual Meeting via a live audio-only webcast at www.proxydocs.com/RYZ

March 18, 2026

To our Stockholders:

You are cordially invited to the 2026 annual meeting of stockholders of Ryerson Holding Corporation scheduled to be held on Thursday, April 30, 2026, at 4:00 p.m. Central Daylight Time via a live audio-only webcast at www.proxydocs.com/RYZ. There is no physical location for the 2026 annual meeting. At the meeting, we will consider:

The election of the three directors named in this Proxy Statement;

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026;

Approval of the Third Amended and Restated Ryerson Holding Corporation 2014 Omnibus Incentive Plan;

An amendment to our restated certificate of incorporation to provide for officer exculpation as permitted by Delaware Law;

The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers described under the heading Executive Compensation in our proxy statement (“say-on-pay” vote); and

Such other business as may properly come before the meeting.

Stockholders who owned shares of our stock at the close of business on March 13, 2026 can vote on these proposals.

Our 2026 annual meeting of stockholders will be a virtual meeting. In order to attend the annual meeting, you must register in advance at www.proxydocs.com/RYZ. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions.

Your vote is important regardless of the number of shares of stock you own. Whether you plan to attend or not, please review our proxy materials and request a proxy card to sign, date and return, or submit your voting instructions by telephone or through the Internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”). Instructions for each type of voting are included in the Notice that you received and in this proxy statement. If you plan to attend the meeting and prefer to vote at that time, you may do so. If you hold your shares through a broker, bank, or other institution, please be sure to follow the voting instructions that you receive from the holder. The holder will not be able to vote your shares on any of the proposals except the ratification of the appointment of KPMG LLP unless you have provided voting instructions.

Mark S. Silver

Executive Vice President, Chief Legal & Risk Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THESTOCKHOLDER MEETING TO BE HELD ON APRIL 30, 2026: THIS PROXY STATEMENT AND THEANNUAL REPORT ARE AVAILABLE AT http://www.proxydocs.com/RYZ.

Table of Contents

RYERSON HOLDING CORPORATION1Other Policies42
ANNUAL MEETING INFORMATION2AUDIT COMMITTEE REPORT – FINANCIAL STATEMENTSRECOMMENDATION43
Who May Vote?2
Who May Attend the Meeting?2COMPENSATION COMMITTEE44
What Am I Voting On?2Committee Resources and Authority45
How Do I Vote?3Compensation Committee Interlocks and InsiderParticipation45
Stockholders of Record3
Stockholders of Record Can Vote By:3COMPENSATION COMMITTEE REPORT46
Stock Held in Street Name3DIRECTOR COMPENSATION47
What If I Do Not Provide Voting Instructions?4Director Compensation Table48
Can I Revoke or Change My Vote?4Fiscal 2026 Changes to the Director CompensationProgram48
Who Are the Proxies and What Do They Do?4
Is My Vote Confidential?4EXECUTIVE OFFICERS50
What Is the Quorum Requirement for the Annual Meeting?4Biographies50
How Are Abstentions, Withheld Votes and Broker Non-Votes Treated?5EXECUTIVE COMPENSATION52
Compensation Discussion and Analysis52
What Vote Is Required to Approve a Proposal?5Overview52
Who Solicits Proxies and How Are They Paid?5Executive Transition52
How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials?5Executive Compensation Philosophy52
Objectives53
ITEMS YOU MAY VOTE ON7Principles53
1. Election of Directors7Advisory Vote on Executive Compensation53
2. Ratification of the Appointment of Independent Registered Public Accounting Firm8Determination of Compensation53
Use of Peer Groups for Compensation Matters54
3. Approval of the Third Amended and Restated Ryerson Holding Corporation 2014 Omnibus Incentive Plan10Components of Compensation55
Relationship Among the Different Components of Compensation55
4. Amendment to our Restated Certificate of Incorporationto Provide for Officer Exculpation as Permitted by Delaware Law20
Base Salary56
2025 Base Salaries57
5. Non-Binding, Advisory Vote on the Compensation of Our Named Executive Officers22Annual Bonus57
2025 Annual Incentive Plan58
6. Such Other Business as May Properly Come Beforethe Annual Meeting22Actual Payout under the 2025 AIP59
2025 AIP and Discretionary Bonuses60
BOARD OF DIRECTORS23Long-Term Incentive Plan60
Composition of the Board of Directors232025 LTIP – Type of Equity Granted and Performance Metrics61
Terms and Classes of Directors23
Board Diversity24Restricted Stock Units61
Director Skills & Experience25Performance Units62
Biographies27PSU Performance Objectives62
Nominees for Director27Determining PSUs Earned and Award Range63
Continuing Directors29
Meetings of the Board and Board Committees33PSU Grant Achievement64
CORPORATE GOVERNANCE MATTERS34Nonqualified Stock Options64
Board Leadership Structure34Named Executive Officer 2025 LTIP Awards65
Director Independence35Retirement Benefits65
BOARD OVERSIGHT OF RISK36Qualified Savings Plans65
Enterprise Risk Management36Nonqualified Savings Plan65
Committee Roles37Perquisites and Other Benefits66
Internal Audit37Employment Agreements66
Governance Guidelines and Committee Charters37Compensation Risk Management66
Code of Ethics38Tax Considerations and Deductibility of Compensation66
Board Education38Director & Executive Stock Ownership Guidelines66
Board Self-Evaluation38Prohibition on Speculative Stock Transactions67
Communications with the Board38Clawback Policy67
BOARD COMMITTEES39Recommendation67
EXECUTIVE COMMITTEE39COMPENSATION TABLES68
TRANSACTION COMMITTEE39Summary Compensation Table68
NOMINATING AND CORPORATE GOVERNANCECOMMITTEE39Grants of Plan-Based Awards70
Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards71
Process for Selecting Directors40
AUDIT COMMITTEE40Employment Agreements71
Audit, Audit-related and Other Non-Audit Services42Outstanding Equity Awards at Fiscal Year-End75
Pre-approval Policies422025 Option Exercises and Stock Vested77

RYERSON 2026 Proxy Statement| i

Nonqualified Savings Benefits78OTHER INFORMATION90
Potential Payments Upon Termination or Change inControl78Stockholder Proposals and Director Nominations for the 2027 Annual Meeting90
Pay Ratio80Stockholder Nominations for Directors90
Compensation Actually Paid83APPENDIX AA-1
Cumulative TSR vs Peer Group TSR:84Non-GAAP Financial Information for Compensation Discussion and AnalysisA-1
STOCK OWNERSHIP85
Directors and Executive Officers85Reconciliation of Net income to Adjusted EBITDA,excluding LIFO and Managerial Controllable Free Cash Flow, non-GAAP measuresA-1
Ownership of More Than 5% of Ryerson Stock86
Delinquent Section 16(a) Reports87
RELATED PARTY TRANSACTIONS88APPENDIX BB-1
Investor Rights Agreement88APPENDIX CC-1
Policies and Procedures Regarding Transactions with Related Persons89

RYERSON 2026 Proxy Statement| ii

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.