Katja Jancic

Samuel McKinney

Alan Weber

Curtis Jensen

Konner Reed

Philip Gibbs

Tariq Ali

- The document outlines the terms of a merger where each share of Company Common Stock will be converted into **1.7105 shares of Parent Common Stock**.  **[1481582_0001193125-25-257064_d80122dex21.htm:8]** 
- Following the merger, the Parent Board will expand to **11 directors**, consisting of **seven incumbent Parent directors** and **four directors designated by the Company**.  **[1481582_0001193125-25-257064_d80122dex21.htm:7]** 
- Key leadership roles in the Parent company will be filled by current Company officers, including **Richard Marabito** as President and Chief Operating Officer, and **Andrew Greiff** as Executive Vice President of Parent and President of the Company.  **[1481582_0001193125-25-257064_d80122dex21.htm:7]** 
- **J.P. Morgan Securities LLC** has provided an opinion that the **Exchange Ratio of 1.7105 is fair, from a financial point of view, to Parent**.  **[1481582_0001193125-25-257064_d80122dex21.htm:70]**

Ryerson Holding Corp Details Merger Terms and Leadership Appointments

- **RYI reported revenue of $1.16 billion and a net loss of $14.8 million, resulting in a diluted loss per share of $0.46 for Q3 2025**.  **[0001481582_2209201:4]** **[0001481582_2209201:5]** **[0001481582_2209201:8]** **[0001481582_2209201:10]** 
- **For Q4 2025, the company expects an adjusted diluted loss per share of ($0.25)**.  **[0001481582_2209201:5]** 
- **RYI maintained strong global liquidity at $521 million, with total debt at $500 million and net debt at $470 million, reflecting sequential decreases of $10 million and $9 million, respectively**.  **[0001481582_2209201:4]** **[0001481582_2209201:5]** 
- **A fourth-quarter 2025 dividend of $0.1875 per share was declared**.  **[0001481582_2209201:4]** 
- **The company continues to invest in modernization and expansion projects, including a new 900,000 sq ft CS&W HQ in University Park and an expanded tube processing facility in Atlanta**.  **[0001481582_2209201:14]** **[0001481582_2209201:15]**

RYI Reports Q3 2025 Results, Declares Dividend, and Provides Q4 Guidance

- Ryerson reported a **net loss of $14.8 million**, or **$0.46 per diluted share**, on **net sales of $1.16 billion** for Q3 2025, with adjusted EBITDA excluding LIFO at **$40.3 million**.  **[0001481582_2216980_2]** 
- For Q4 2025, the company forecasts revenues between **$1.07 and $1.11 billion**, adjusted EBITDA excluding LIFO in the range of **$33 to $37 million**, and a net loss per share between **$0.28 and $0.22 per diluted share**.  **[0001481582_2216980_2]** 
- Ryerson announced an **all-stock merger with Olympic Steel**, expected to close in **Q1 2026**, creating the **second largest metal service center in North America** with over **$6.5 billion in combined revenue** and anticipated synergies of **$120 million** over two years.  **[0001481582_2216980_3]** **[0001481582_2216980_6]** 
- This merger is expected to result in a stronger financial profile, greater free cash flow, and a more flexible balance sheet, enhancing the combined company's market presence and product offerings.  **[0001481582_2216980_3]** **[0001481582_2216980_4]**

Ryerson Reports Q3 2025 Results and Announces All-Stock Merger with Olympic Steel

- For Q3 2025, Ryerson reported **net sales of $1.16 billion** and an **adjusted EBITDA excluding LIFO of $40.3 million**, leading to a **net loss of $14.8 million** or **$0.46 per diluted share**.  **[0001481582_2211658_2]**  The company's leverage ratio for the quarter was **3.7 times**, with **$521 million** in liquidity.  **[0001481582_2211658_2]** 
- Looking ahead to Q4 2025, Ryerson expects revenues to be in the range of **$1.07 billion to $1.11 billion**, with adjusted EBITDA excluding LIFO projected between **$33 million and $37 million**, and a net loss per diluted share between **$0.28 and $0.22**.  **[0001481582_2211658_2]**  Volumes are anticipated to soften by **5% to 7%**.  **[0001481582_2211658_2]** 
- Ryerson announced a merger agreement with Olympic Steel, an **all-stock transaction** targeted to close in **Q1 2026**.  **[0001481582_2211658_1]** **[0001481582_2211658_6]**  This combination will create the **second largest metal service center in North America**, with over **$6.5 billion in combined revenue**.  **[0001481582_2211658_4]** 
- The merger is expected to generate **$120 million in synergies** phased in over two years, with Ryerson shareholders owning **63%** and Olympic Steel shareholders **37%** of the combined company.  **[0001481582_2211658_4]** **[0001481582_2211658_6]**  The pro forma adjusted EBITDA margins are expected to approach **6%**, and leverage is estimated at approximately **3 times** post-close.  **[0001481582_2211658_6]**

Ryerson Reports Q3 2025 Results and Announces Merger with Olympic Steel

- **Ryerson Holding Corporation** and **Olympic Steel** announced an **all-stock merger** that will create the **second largest metal service center in North America**.  **[0001481582_2217990_3]** **[0001481582_2217990_6]** 
- The combined entity is projected to have **over $6.5 billion of revenue** (based on 2024 combined revenue) and expects to realize **$120 million in synergies** phased in over two years.  **[0001481582_2217990_3]** **[0001481582_2217990_6]** 
- **Ryerson shareholders will own 63%** and **Olympic Steel shareholders will own approximately 37%** of the new company, with the transaction targeted to **close in Q1 2026**.  **[0001481582_2217990_6]** 
- **Edward Lehner** will serve as CEO and **Richard Marabito** as President and COO of the combined company, which will have a pro forma adjusted EBITDA margin approaching **6%** and leverage of approximately **three times post-close**.  **[0001481582_2217990_6]**

Ryerson Holding Corporation and Olympic Steel Announce Merger

- Ryerson Holding Corporation and Olympic Steel, Inc. have entered into a definitive agreement to merge, which will enhance the combined company's presence as the **second-largest North American metals service center**.  **[1481582_20251028CG09214:0]** 
- Under the terms, Olympic Steel shareholders will receive **1.7105 Ryerson shares** of common stock for every Olympic Steel share owned and will own approximately **37%** of the combined company.  **[1481582_20251028CG09214:0]** 
- The transaction is expected to generate approximately **$120 million in annual synergies** by the end of year two and is anticipated to close in the **first quarter of 2026**.  **[1481582_20251028CG09214:0]** 
- Eddie Lehner, current CEO of Ryerson, will serve as CEO of the combined company, with Richard T. Marabito, current CEO of Olympic Steel, serving as President and Chief Operating Officer. Michael D. Siegal, Executive Chairman of Olympic Steel, will be appointed chairman of the **11-member Board**.  **[1481582_20251028CG09214:0]**

Ryerson Holding Corporation and Olympic Steel Announce Merger Agreement

- Ryerson Holding Corporation reported **Q3 2025 revenue of $1.16 billion**, with a **net loss of $14.8 million** and a **diluted loss per share of $0.46**.  **[1481582_20251028CG09213:0]** 
- The company declared a **fourth-quarter 2025 dividend of $0.1875 per share** and ended Q3 2025 with **$500 million in debt** and **$470 million in net debt**.  **[1481582_20251028CG09213:0]** 
- Ryerson entered into a definitive merger agreement to **acquire Olympic Steel, Inc.**.  **[1481582_20251028CG09213:2]** 
- For **Q4 2025**, the company forecasts **net sales between $1.07 billion and $1.11 billion** and a **diluted loss per share ranging from $0.28 to $0.22**.  **[1481582_20251028CG09213:2]**

Ryerson Holding Corporation Reports Q3 2025 Results and Announces Olympic Steel Acquisition

- Ryerson Holding Corporation reported **Q3 2025 revenue of $1.16 billion**, a **net loss of $14.8 million**, and a **diluted loss per share of $0.46** for the quarter ended September 30, 2025.  **[1481582_0001193125-25-253615_ryi-ex99_1.htm:0]** 
- On October 28, 2025, Ryerson announced a definitive agreement to **merge with Olympic Steel, Inc.**, which will create the **second largest North American metals service center**.  **[1481582_0001193125-25-253615_ryi-ex99_3.htm:1]** 
- The all-stock merger involves Olympic Steel shareholders receiving **1.7105 Ryerson shares** for each Olympic Steel share, resulting in them owning approximately **37% of the combined company**.  **[1481582_0001193125-25-253615_ryi-ex99_3.htm:1]** 
- The transaction is expected to generate approximately **$120 million in annual synergies by the end of year two**, is projected to be **immediately accretive pre-synergies**, and is anticipated to close in the **first quarter of 2026**.  **[1481582_0001193125-25-253615_ryi-ex99_4.htm:0]** **[1481582_0001193125-25-253615_ryi-ex99_3.htm:1]** 
- Ryerson's Board of Directors also declared a **quarterly cash dividend of $0.1875 per share** for the fourth quarter of 2025, payable on December 18, 2025.  **[1481582_0001193125-25-253615_ryi-ex99_1.htm:0]** **[1481582_0001193125-25-253615_ryi-20251028.htm:1]** **[1481582_0001193125-25-253615_ryi-ex99_1.htm:2]**

Ryerson Holding (RYI)