Ryerson Holding Corp

Current report

(c) Issuer Purchases of Equity Securities

Current report

We repurchase shares of our common stock from time to time pursuant to our publicly announced share repurchase program.

Current report

Our share repurchases during the first quarter of 2026 were made in the open market under a Rule 10b5-1 and Rule 10b-18 trading arrangement

Current report

(“10b5-1 Plan”), as defined in Item 408(a) of Regulation S-K, under the Securities Exchange Act of 1934. We purchased the

Current report

following equity securities registered by us pursuant to Section 12 of the Exchange Act.

Current report

(1) On May 6, 2026, the Board of Directors authorized a new share repurchase program of $100.0 million expiring April 30, 2028. Our prior share repurchase program, which expired in April 2026, was authorized for repurchases up to $150.0 million. We repurchase shares through open market purchases, privately negotiated transactions, and transactions structured through investment banking institutions under plans relying on Rule 10b5-1 or Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Repurchased shares are reverted to the status of Treasury Stock.

Previous report

The Olympic Steel, Inc. ("Olympic") acquisition is subject to significant uncertainties and risks, including that the acquisition may not be completed on the terms or timeline currently contemplated, or at all, and the failure to complete the acquisition may adversely affect our stock price, future business, and financial results.

Previous report

The consummation of the Olympic acquisition is subject to certain customary closing conditions being satisfied or waived, including approval by the stockholders of both the Company and Olympic. There can be no assurance that the conditions to closing will be satisfied or waived or that other events will not intervene to delay or result in the termination of the proposed Olympic acquisition. If the Olympic acquisition is not completed for any reason, the trading price of our common stock may decline to the extent that the market price of the common stock reflects positive market assumptions that the Olympic acquisition will be completed and the related benefits will be realized.

Previous report

We do not currently control Olympic and will not control Olympic until completion of the Olympic acquisition.

Previous report

We do not currently control Olympic. We will not obtain control of Olympic until the completion of the Olympic acquisition. We cannot assure you that Olympic will operate its businesses during the interim period in the same way that we would. The business we acquire could be negatively impacted before or after the closing as a result of previously unknown events or conditions occurring or existing before the Olympic acquisition closes. Adverse changes in Olympic’s business or operations could occur or arise as a result of actions undertaken, legal or regulatory developments, deteriorating general business, market, industry, or economic conditions, and other factors both within and beyond Olympic’s or our control. A significant decline in the value of the assets to be acquired or a significant increase in the liabilities to be assumed could negatively impact our future business, operating results, cash flows, financial conditions, or prospects following the closing of the Olympic acquisition.

Previous report

We may be unable to successfully integrate our and Olympic’s businesses in order to realize the anticipated benefits of the Olympic acquisition or do so within the intended timeframe.

Previous report

We will be required to devote significant management attention and resources to integrating the business practices and operations of Olympic with our business. We may be unable to realize the planned synergies from the Olympic acquisition or other benefits in the timeframe that we expect or at all. We continue to assess synergies that we may realize as a combined company, the realization of which will depend on a number of factors.

Previous report

The success of the Olympic acquisition, including anticipated synergies, benefits, and cost savings, will depend, in part, on our ability to successfully combine and integrate our current operations with Olympic’s business. If we experience difficulties with the integration process or other unforeseen costs, the anticipated benefits and cost savings of the Olympic acquisition may not be realized fully or at all, or may take longer to realize than expected. The integration planning and implementation process will result in significant costs and divert management attention and resources. These integration matters could have an adverse effect on our combined company for an undetermined period after completion of the Olympic acquisition. In addition, the actual benefits of the Olympic acquisition could be less than anticipated, or otherwise offset by other factors.

Previous report

Additional difficulties we may encounter as part of the integration process include the following:

Previous report

the costs of integration and compliance and the possibility that the full benefits anticipated to result from the Olympic acquisition will not be realized;

Previous report

any delay in the integration of management teams, strategies, operations, products, product candidates, and services;

Previous report

diversion of the attention of each company’s management as a result of the Olympic acquisition;

Previous report

the ability to retain key employees;

Previous report

the challenge of integrating complex systems, technology, networks, and other assets of Olympic into those of ours in a seamless manner that minimizes any adverse impact on customers, suppliers, employees, and other constituencies;

Previous report

potential unknown liabilities and unforeseen increased expenses or delays associated with the Olympic acquisition, including costs to integrate Olympic beyond current estimates; and

Previous report

Any of these factors could adversely affect each company’s ability to maintain relationships with customers, suppliers, employees, and other constituencies or our ability to achieve the anticipated benefits of the Olympic acquisition or could reduce each company’s earnings or otherwise adversely affect our business and financial results after the Olympic acquisition. These risks are not limited to the Olympic acquisition and could also apply to our future acquisitions.

Previous report

None.