# Ryerson Holding Corp: Form 10-Q for the period ended Sep 30, 2025

- Company: [Ryerson Holding Corp](/companies/ryz.md) (CIK 1481582)
- Form: 10-Q
- Filed: 2025-10-28
- Accepted by EDGAR: Oct 28, 2025, 16:25 ET
- Period: 2025-09-30
- Accession: 0001193125-25-253579
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1481582/000119312525253579/ryi-20250930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1481582/000119312525253579/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $1.16bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $3.47bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-07-01 to 2025-09-30 | $962.0m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2025-01-01 to 2025-09-30 | $2.85bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-07-01 to 2025-09-30 | $199.5m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-01-01 to 2025-09-30 | $613.3m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2025-07-01 to 2025-09-30 | $200.5m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2025-01-01 to 2025-09-30 | $606.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | −$1.0m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | $7.1m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | $4.1m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | −$5.9m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | −$14.8m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | −$18.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | −$0.46 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | −$0.58 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | −$0.46 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | −$0.58 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 32,199,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 32,085,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | −$25.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $30.7m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2025-01-01 to 2025-09-30 | $18.0m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2025-09-30 | $29.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $1.30bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $2.49bn | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $656.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $1.69bn | us-gaap:Liabilities |
| Current portion of debt | at 2025-09-30 | $1.5m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-09-30 | $787.3m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 41,442 characters.

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “objectives,” “goals,” “preliminary,” “range,” “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those anticipated or implied in the forward-looking statements as a result of various factors. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth under “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 20, 2025 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Industry and Operating Trends” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.

The contents herein are provided for general information purposes only and do not constitute an offer to sell or purchase, or a solicitation of an offer to purchase, any security (“Security”) of Ryerson Holding or its affiliates in any jurisdiction. Ryerson does not intend to solicit and is not soliciting, any action with respect to any Security or any other contractual relationship with Ryerson. Nothing in this Form 10-Q, individually or taken in the aggregate, constitutes an offer of securities for sale or purchase, or a solicitation of an offer to purchase, any Security in the United States, or to US persons, or in any other jurisdiction in which such an offer or solicitation is unlawful.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the Company’s results of operations and financial condition as viewed by management. The MD&A should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes thereto in Item 1, “Financial Statements” in this Quarterly Report on Form 10-Q and our Consolidated Financial Statements and related Notes thereto for the year ended December 31, 2024, in our Annual Report on Form 10-K filed on February 20, 2025.

### Industry and Operating Trends

We are a metals service center providing value-added processing and distribution of industrial metals with operations in the United States, Canada, Mexico, and China. We purchase large quantities of metal products from primary producers and sell these materials in smaller quantities to a wide variety of metals-consuming industries. We carry a full line of approximately 75,000 products in stainless steel, aluminum, carbon steel, and alloy steels and a limited line of nickel and red metals in various shapes and forms. In addition to our metals products, we offer numerous value-added processing and fabrication services, and nearly 80% of the metals products we sell are processed by us by bending, beveling, blanking, blasting, burning, cutting-to-length, drilling, flattening, forming, grinding, laser cutting, machining, notching, painting, polishing, punching, rolling, sawing, shearing, slitting, stamping, tapping, threading, welding, or other techniques to process materials to a specified thickness, length, width, shape, and surface quality pursuant to specific customer orders.

Similar to other metals service centers, we maintain substantial inventories of metals to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon customer forecasts, historic buying practices, supply agreements with customers, mill lead times, and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders. At the request of our customers, we may enter into swaps in order to mitigate our customers’ risk of volatility in the price of metals, as well as metal hedges to mitigate our own risk of volatility in the price of metals. We have no long-term, fixed-price metals purchase contracts. When metals prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profits and earnings as we sell existing metals inventory. When metals prices increase, competitive conditions will influence how much of the price increase we may pass on to our customers. Changes in average selling prices are primarily driven by commodity metals prices, which impact Ryerson’s selling prices over the subsequent three to six-month period.

The metals service center industry is cyclical, volatile in demand and pricing, and difficult to predict. In the third quarter of 2025, Ryerson’s average selling prices increased by 2.6% while shipments declined by 3.2% compared to the second quarter of 2025. Average selling price increases were supported by tariff policy and rising input prices while the demand environment remained soft. Compared to the same quarter last year, average selling prices in the third quarter of 2025 were 3.1% higher and shipments were flat. Despite third quarter price appreciation and shipments being in-line with the same quarter last year, Ryerson's average selling prices were 3.2% lower and shipments were 0.3% lower in the first nine months of 2025 compared to the first nine months of 2024.

In the third quarter of 2025, the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”), a key steel industry economic indicator, reported a continuation of soft industrial activity. The September reading of 49.1 did come in as the highest since February, but nonetheless marks the seventh consecutive month of contraction, indicated by a reading below 50, or the 33rd month of contraction in the past 36 months.

According to the Metal Service Center Institute ("MSCI"), North American service center volumes decreased by 2.5% in the first nine months of 2025 compared to the first nine months of 2024. Ryerson's North American volumes decreased by 0.9% over the same period, implying market share gains year-to-date. However, on a quarterly sequential basis, Ryerson's North American volume decline outpaced the MSCI, decreasing by 3.3% in the third quarter compared to the industry's volume decrease of 2.9% in the same period.

Ryerson’s third quarter volumes decreased by 3.2% compared to the second quarter with relative strength in our construction equipment and HVAC sectors, offset by persistent weakness in ground transportation and agricultural sectors.

### First Nine Months 2025 vs. First Nine Months 2024 Performance

|  |  |  |
| --- | --- | --- |
| **$3.5B** | **17.7%** | **$(18.5)M** |
| **Total Revenues** | **Gross Margin** | **Net Loss Attributable to Ryerson** |
| 4% decrease | 20bps decrease | $14M decrease |
| **$(0.58)** | **$(0.55)** | **$(25.7)M** |
| **Diluted Loss Per Share** | **Adj. Diluted Loss Per Share\*** | **Cash used in Operating Activities** |
| $0.45 decrease | $0.50 decrease | $138M decrease |

\*A reconciliation of the non-GAAP financial measure to the comparable GAAP measure is included in the subsequent table.

To provide greater insight into the Company’s operating trends apart from the period’s one-time transactions, Ryerson provides adjusted net income (loss) and adjusted diluted earnings (loss) per share figures, which are not U.S. generally accepted accounting principles (“GAAP”) financial measures, to complement the reported GAAP net income (loss) and diluted earnings (loss) per share figures. Management uses these metrics to assess year-over-year performance excluding non-recurring transactions. Adjusted net income (loss) and adjusted diluted income (loss) per share do not represent, and should not be used as a substitute for, net income (loss) or diluted income (loss) per share determined in accordance with GAAP. As illustrated in the below table, the net loss attributable to Ryerson Holding Corporation of $18.5 million in the first nine months of 2025 includes a $1.0 million gain on an insurance settlement and impairment charges on assets of $1.9 million. This compares to net loss attributable to Ryerson Holding Corporation in the first nine months of 2024 of $4.3 million, which includes a gain on insurance settlement of $1.3 million, a restructuring charge of $2.8 million, a pension settlement loss of $2.2 million, and a $0.3 million curtailment gain related to various retirement benefit plans. After adjusting for these non-core business transactions and the related income taxes, the adjusted net loss attributable to Ryerson Holding Corporation for the first nine months 2025 is $17.8 million compared to $1.7 million of net loss attributable to Ryerson Holding Corporation in the first nine months of 2024.

*(Dollars and shares in millions, except per share data)*

|  | First Nine Months 2025 | First Nine Months 2024 |
| --- | ---: | ---: |
| **Net loss attributable to Ryerson Holding Corporation** | **$(18.5)** | **$(4.3)** |
| Gain on insurance settlement | (1.0) | (1.3) |
| Restructuring and other charges | — | 2.8 |
| Impairment charges on assets | 1.9 | — |
| Pension settlement loss | — | 2.2 |
| Benefit plan curtailment gain | — | (0.3) |
| Benefit for income taxes on above items | (0.2) | (0.8) |
| **Adjusted net loss attributable to Ryerson Holding Corporation** | **$(17.8)** | **$(1.7)** |
| Diluted loss per share | $(0.58) | $(0.13) |
| Adjusted diluted loss per share | $(0.55) | $(0.05) |
| Shares outstanding – diluted | 32.1 | 33.6 |

22

### Recent Developments

**Tariffs**. In 2025, the U.S. government has announced and retracted tariffs repeatedly on imports, including imports of steel and aluminum from all countries, as well as on all U.S. imports not covered under section 232 of the Trade Expansion Act ("Section 232"). In March 2025, the Trump administration eliminated all country exemptions to section 232. As of June 2025, the U.S. imposed a 50% section 232 tariff on nearly all steel and aluminum products. In August, the Department of Commerce added new product categories to section 232 steel and aluminum derivative products (e.g. downstream manufactured goods). Many governments, including those of China, Canada, and recently the European Union, have announced reciprocal tariffs on U.S. imports, while simultaneously withdrawing certain retaliatory tariffs, creating further uncertainty in global trade. The tariffs introduce significant uncertainty towards customers' supply chains and the impact they will have on our financial position, results of operations, and cash flows remains to be determined.

**Enactment of the One Big Beautiful Bill Act.** On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"), a comprehensive tax reform package that includes significant changes to the Internal Revenue Code. Key provisions of the OBBBA include:

- Restoration of 100% bonus depreciation for qualified property placed in service after January 19, 2025;
- Permanent full expensing of domestic research and experimental expenditures;
- Modifications to interest expense limitations under Section 163(j) of the Internal Revenue Code, including a revised definition of adjusted taxable income and coordination with interest capitalization rules.

The restoration of immediate research and experimental expensing, bonus depreciation, and the modifications related to interest expense limitations are expected to favorably affect the Company’s cash tax liabilities and investment incentives in future periods.

Management will continue to monitor regulatory guidance and implementation developments related to the OBBBA and will update its disclosures as necessary.

### Potential Acquisition

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 the stockholders of both the Company and Olympic.

### Components of Results of Operations

We generate substantially all of our revenue from sales of our metals products. The majority of revenue is recognized upon delivery of product to customers. The timing of shipment is substantially the same as the timing of delivery to customers given the proximity of our distribution sites to our customers. Revenues associated with products that we believe have no alternative use, and where the Company has an enforceable right to payment, are recognized on an over-time basis. Over-time revenues are recorded in proportion with the progress made toward completing the performance obligation.

Sales, cost of materials sold, gross profit, and operating expense control are the principal factors that impact our profitability.

*Net sales*. Our sales volume and pricing are driven by market demand, which is largely determined by overall industrial production and conditions in the specific industries in which our customers operate. Sales prices are also primarily driven by market factors such as overall demand and availability of product. Our net sales include revenue from product sales, net of returns, allowances, customer discounts, and incentives.

*Cost of materials sold*. Cost of materials sold includes metal purchase and in-bound freight costs, third-party processing costs, and direct and indirect internal processing costs. The cost of materials sold fluctuates with our sales volume and our ability to purchase metals at competitive prices. Increases in sales volume generally enable us to improve purchasing leverage with suppliers as we buy larger quantities of metals inventories.

*Gross profit*. Gross profit is the difference between net sales and the cost of materials sold. Our sales prices to our customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on our acquiring metals at competitive prices, our ability to manage the impact of changing prices, and efficiently managing our internal and external processing costs.

*Operating expenses*. Optimizing business processes and asset utilization to lower fixed expenses such as employee, facility, and truck fleet costs, which cannot be rapidly reduced in times of declining volume, and maintaining a low fixed cost structure in times of increasing sales volume, have a significant impact on our profitability. Operating expenses include costs related to warehousing and distributing our products as well as selling, general, and administrative expenses.

### Results of Operations

The following table sets forth our condensed consolidated statements of income data for the three-month and nine-month periods ended September 30, 2025 and 2024 (certain percentages may not calculate due to rounding):

*($ in millions)*

*($ in millions)*

|  | Three Months Ended September 30, 2025 $% of Net Sales |  | 2024 $% of Net Sales |  | Nine Months Ended September 30, 2025 $% of Net Sales |  | 2024 $% of Net Sales |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $1,161.5 | 100.0% | $1,126.6 | 100.0% | $3,466.5 | 100.0% | $3,591.3 | 100.0% |
| Cost of materials sold | 962.0 | 82.8 | 924.6 | 82.1 | 2,853.2 | 82.3 | 2,948.2 | 82.1 |
| Gross profit | 199.5 | 17.2 | 202.0 | 17.9 | 613.3 | 17.7 | 643.1 | 17.9 |
| Warehousing, delivery, selling, general, and administrative expenses | 200.5 | 17.3 | 196.9 | 17.5 | 606.2 | 17.5 | 612.7 | 17.1 |
| Gain on insurance settlement | — | — | (1.3) | (0.1) | — | — | (1.3) | — |
| Restructuring and other costs | — | — | 1.1 | 0.1 | — | — | 2.8 | 0.1 |
| Operating profit (loss) | (1.0) | (0.1) | 5.3 | 0.5 | 7.1 | 0.2 | 28.9 | 0.8 |
| Other (expenses) and income | (9.3) | (0.8) | (11.7) | (1.0) | (30.6) | (0.9) | (31.5) | (0.9) |
| Loss before income taxes | (10.3) | (0.9) | (6.4) | (0.6) | (23.5) | (0.7) | (2.6) | (0.1) |
| Provision (benefit) for income taxes | 4.1 | 0.4 | (0.4) | — | (5.9) | (0.2) | 0.5 | — |
| Net loss | (14.4) | (1.2) | (6.0) | (0.5) | (17.6) | (0.5) | (3.1) | (0.1) |
| Less: Net income attributable to noncontrolling interest | 0.4 | — | 0.6 | 0.1 | 0.9 | — | 1.2 | — |
| Net loss attributable to Ryerson Holding Corporation | $(14.8) | (1.3)% | $(6.6) | (0.6)% | $(18.5) | (0.5)% | $(4.3) | (0.1)% |
| Basic loss per share | $(0.46) |  | $(0.20) |  | $(0.58) |  | $(0.13) |  |
| Diluted loss per share | $(0.46) |  | $(0.20) |  | $(0.58) |  | $(0.13) |  |

24

#### Net sales

The following charts show the Company’s percentage of sales by major product lines for the nine months ended September 30, 2025 and 2024:

*($ in millions)*

|  | September 30, 2025 2024 | Dollar change | Percentage change |
| --- | ---: | ---: | ---: |
| Net sales (three months ended) | $1,161.5 $1,126.6 | $34.9 | 3.1% |
| Net sales (nine months ended) | $3,466.5 $3,591.3 | $(124.8) | (3.5)% |
|  | **September 30,** | **Tons** | **Percentage** |
|  | **2025** **2024** | **change** | **change** |
|  | **(in thousands)** |  |  |
| Tons sold (three months ended) | 485 485 | — | — |
| Tons sold (nine months ended) | 1,486 1,490 | (4) | (0.3)% |
|  | **September 30,** | **Price** | **Percentage** |
|  | **2025** **2024** | **change** | **change** |
| Average selling price per ton sold (three months ended | $2,395 $2,323 | $72 | 3.1% |
| Average selling price per ton sold (nine months ended) | $2,333 $2,410 | $(77) | (3.2)% |

Revenue for the nine-month period ended September 30, 2025 decreased from the same period a year ago due to lower metal commodity prices caused by the effects of contracting industrial manufacturing demand. However, revenue increased in the third quarter of 2025 compared to the year-ago period as average selling prices increased due to support from tariff policy and rising input prices while the demand environment remained soft. Compared to the year-ago period, average selling prices decreased for all of our carbon and stainless product lines in the nine-month period ended September 30, 2025 with the largest decreases in our carbon plate, carbon flat, stainless plate, and stainless flat products, partially offset by increases in all of our aluminum products lines. In the three-month period ended September 30, 2025, average selling prices increased compared to the year-ago period for all of our aluminum products, as well as for stainless long and carbon long products, which offset the decrease in average selling prices for our stainless plate and stainless flat products. Tons sold decreased slightly in the nine-month period ended September 30, 2025, compared to the year-ago period. The product lines with the largest decreases in tons sold in 2025 are our aluminum flat and aluminum plate product lines largely offset by an increase in stainless long and aluminum long tons sold. Tons sold were flat for the three months ended September 30, 2025 compared to the year ago period.

#### Cost of materials sold

*($ in millions)*

|  | September 30, 2025 $% of Net Sales |  | 2024 $% of Net Sales |  | Dollar change | Percentage change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Cost of materials sold (three months ended) | $962.0 | 82.8% | $924.6 | 82.1% | $37.4 | 4.0% |
| Cost of materials sold (nine months ended) | $2,853.2 | 82.3% | $2,948.2 | 82.1% | $(95.0) | (3.2)% |

|  | September 30, 2025 | 2024 | Cost change | Percentage change |
| --- | ---: | ---: | ---: | ---: |
| Average cost of materials sold per ton sold (three months ended) | $1,984 | $1,906 | $78 | 4.1% |
| Average cost of materials sold per ton sold (nine months ended) | $1,920 | $1,978 | $(58) | (2.9)% |

The decrease in cost of materials sold in the nine-month period ended September 30, 2025 compared to the year-ago period is primarily due to lower metal commodity prices. However, in the three-month period ended September 30, 2025 compared to the year-ago period, the cost of materials sold increased as metals prices increased due to support from tariff policy. Compared to the year-ago period the average cost of materials sold decreased across all of our carbon and stainless product lines in the nine-month period ended September 30, 2025 with the largest decreases in our carbon plate, stainless plate, and carbon flat product lines, partially offset by increases in the average cost of materials sold for all of our aluminum product lines. In the three-month period ended September 30, 2025, cost of materials sold increased compared to the year-ago period as increased cost of materials sold for our aluminum products, stainless long, and carbon long products exceeded the decrease in cost of material sold for our stainless plate, stainless flat, and carbon flat products. During the third quarter of 2025, LIFO expense was $13.2 million compared to LIFO income of $18.1 million in the third quarter of 2024. During the first nine months of 2025, LIFO expense was $33.2 million compared to LIFO income of $27.1 million in the first nine months of 2024.

#### Gross profit

*($ in millions)*

|  | September 30, 2025 $% of Net Sales |  | 2024 $% of Net Sales |  | Dollar change | Percentage change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Gross profit (three months ended) | $199.5 | 17.2% | $202.0 | 17.9% | $(2.5) | (1.2)% |
| Gross profit (nine months ended) | $613.3 | 17.7% | $643.1 | 17.9% | $(29.8) | (4.6)% |

Gross profit decreased in the three-month and nine-month periods ended September 30, 2025 compared to the year-ago periods primarily due to the impact of contracting industrial manufacturing demand and its impact on metals prices.

#### Operating expenses

*($ in millions)*

|  | September 30, 2025 $% of Net Sales |  | 2024 $% of Net Sales |  | Dollar change | Percentage change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Warehousing, delivery, selling, general, and administrative expenses (three months ended) | $200.5 | 17.3% | $196.9 | 17.5% | $3.6 | 1.8% |
| Warehousing, delivery, selling, general, and administrative expenses (nine months ended) | $606.2 | 17.5% | $612.7 | 17.1% | $(6.5) | (1.1)% |
| Gain on insurance settlement (three months ended) | — | — | $(1.3) | (0.1)% | $1.3 | (100.0)% |
| Gain on insurance settlement (nine months ended) | — | — | $(1.3) | — | $1.3 | (100.0)% |
| Restructuring and other charges (three months ended) | — | — | $1.1 | 0.1% | $(1.1) | (100.0)% |
| Restructuring and other charges (nine months ended) | — | — | $2.8 | 0.1% | $(2.8) | (100.0)% |

Warehousing, delivery, selling, general, and administrative expenses increased $3.6 million in the third quarter of 2025 compared to the third quarter of 2024 while expenses decreased $6.5 million in the first nine-months of 2025 compared to the first nine-months of 2024. Expenses in the first nine months of 2025 included $3.7 million of expenses from an acquisition made during the third quarter of 2024. Excluding the impact of the acquisition, expenses decreased $11.0 million in the nine-month period ended June 30, 2025 compared to the year ago period. On a same-store basis, the expense decrease in the first nine-months of 2025 is primarily due to lower reorganization costs as the first nine months of 2024 included start-up costs associated with our new state of the art University Park, IL location as well as Enterprise Resource Planning ("ERP") conversion and integration activities. In addition, benefit expenses were lower in the first nine-months of 2025 primarily due to lower payroll taxes resulting from refunds received in the second quarter related to Employee Retention Credits for qualified wages paid during the COVID-19 pandemic. The increase in expense in the third quarter of 2025 compared to the year-ago period was driven by an increase in delivery expenses, salaries and wages, and incentive compensation. These increases also partially offset the decreased reorganization costs and lower payroll taxes in the first nine months of 2025.

The three-month and nine-month periods ended September 30, 2024 include an insurance settlement gain of $1.3 million as well as restructuring charges of $1.1 million and $2.8 million, respectively, related to severance costs for headcount reductions as we worked to optimize our operating model and improve productivity.

#### Operating profit (loss)

*($ in millions)*

|  | September 30, 2025 $% of Net Sales |  | 2024 $% of Net Sales |  | Dollar change | Percentage change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Operating profit (loss) (three months ended) | $(1.0) | (0.1)% | $5.3 | 0.5% | $(6.3) | (118.9)% |
| Operating profit (nine months ended) | $7.1 | 0.2% | $28.9 | 0.8% | $(21.8) | (75.4)% |

Our operating profit (loss) decreased in the three-month and nine-month periods ended September 30, 2025 compared to the three-month and nine-month periods ended September 30, 2024, primarily due to the decrease in gross profit discussed above.

#### Other expenses

*($ in millions)*

|  | September 30, 2025 $% of Net Sales |  | 2024 $% of Net Sales |  | Dollar change | Percentage change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest and other expense on debt (three months ended) | $(10.1) | (0.9)% | $(11.5) | (1.0)% | $(1.4) | (12.2)% |
| Interest and other expense on debt (nine months ended) | $(29.4) | (0.8)% | $(32.9) | (0.9)% | $(3.5) | (10.6)% |
| Other income and (expense), net (three months ended) | $0.8 | 0.1% | $(0.2) | — | $1.0 | (500.0)% |
| Other income and (expense), net (nine months ended) | $(1.2) | — | $1.4 | — | $(2.6) | (185.7)% |

Interest and other expense on debt decreased in the three-month and nine-month periods ended September 30, 2025 compared to the year-ago periods primarily due to lower interest rates on our $1.3 billion revolving credit facility (“the Ryerson Credit Facility”) partially offset by a higher level of borrowings outstanding under the Ryerson Credit Facility in the first nine months of 2025.

The other expense in the first nine months of 2025 includes foreign currency translation losses of $1.6 million, partially offset by a $0.7 million settlement gain related to lump-sum buyouts for the Central Steel & Wire ("CSW") pension plan. The other income in the third quarter of 2025 includes foreign currency translation gains of $1.1 million. The other expense in the first nine months of 2024 includes a $2.2 million settlement loss resulting from the termination of the Ryerson Canada Bargaining Unit Pension Plan. Partially offsetting the $2.2 million settlement loss was a $1.6 million settlement gain and a $0.3 million curtailment gain related to lump-sum buyouts and a reduction in future years of service for the CSW pension and other post-employment benefit plans resulting from workforce reductions associated with the move of the CSW headquarters and main operations to a new facility in University Park, IL. Other income and (expense), net in the first nine months of 2024 also includes foreign currency translation gains of $1.0 million.

*Provision (benefit) for income taxes*. Our effective income tax rate was 39.8% in the third quarter of 2025 and 25.1% in the first nine months of 2025 compared to 6.3% in the third quarter of 2024 and 19.2% in the first nine months of 2024. The differences between our effective income tax rates and the U.S. federal statutory rate of 21.0% were mainly due to state and foreign income taxes partially offset by the effects of certain discrete items recorded during the periods. The decrease in income tax in the first 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.

*Earnings (loss) per share*. The changes in loss per share are due to the results of operations discussed above as well as having fewer shares outstanding in 2025 after the repurchase of 2,526,467 shares of common stock during 2024.

### Liquidity and Cash Flows

Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowing availability under the Ryerson Credit Facility. Our principal source of operating cash is from the sale of metals. Our principal uses of cash are for payments associated with the procurement and processing of metals, costs incurred for the warehousing and delivery of inventories, the selling and administrative costs of the business, capital expenditures, and for interest payments on debt.

We had cash and cash equivalents of $29.8 million at September 30, 2025, compared to $27.7 million at December 31, 2024. Our total debt outstanding at September 30, 2025 increased to $499.7 million compared to $467.4 million at December 31, 2024. We had a debt-to-capitalization ratio of 39% and 36% at September 30, 2025 and December 31, 2024, respectively. We had total liquidity (defined as cash and cash equivalents and availability under the Ryerson Credit Facility and foreign debt facilities) of $521 million at September 30, 2025 versus $451 million at December 31, 2024. Our net debt (defined as total debt less cash and cash equivalents) was $470 million and $440 million at September 30, 2025 and December 31, 2024, respectively. Total liquidity and net debt are not U.S. generally accepted accounting principles (“GAAP”) financial measures. We believe that total liquidity provides additional information for measuring our ability to fund our operations. Total liquidity does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with GAAP and total liquidity is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. We believe that net debt provides a clearer perspective of the Company’s overall debt profile. Net debt should not be used as a substitute for total debt outstanding as determined in accordance with GAAP.

Below is a reconciliation of cash and cash equivalents to total liquidity:

*(In millions)*

|  | September 30, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Cash and cash equivalents | $30 | $28 |
| Availability under Ryerson Credit Facility and foreign debt facilities | 491 | 423 |
| Total liquidity | $521 | $451 |

Below is a reconciliation of total debt to net debt:

*(In millions)*

|  | September 30, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Total debt | $500 | $468 |
| Less: cash and cash equivalents | (30) | (28) |
| Net debt | $470 | $440 |

Of the total cash and cash equivalents as of September 30, 2025, $13.3 million was held in subsidiaries outside the U.S. which is deemed to be permanently reinvested. Ryerson does not currently foresee a need to repatriate earnings from its non-U.S. subsidiaries. Although Ryerson has historically satisfied needs for more capital in the U.S. through debt or equity issuances, Ryerson could elect to repatriate earnings held in foreign jurisdictions, which could result in higher effective tax rates. We have not recorded a deferred tax liability for the effect of a possible repatriation of these earnings as management intends to permanently reinvest these earnings outside of the U.S. Specific plans for reinvestment include funding for future international acquisitions and funding of existing international operations.

The following table summarizes the Company’s cash flows:

*(In millions)*

|  | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Net loss | $(17.6) | $(3.1) |
| Change in operating assets and liabilities: |  |  |
| Receivables | (95.1) | (30.6) |
| Inventories | 8.0 | 125.3 |
| Accounts payable | 26.3 | (10.9) |
| Accrued liabilities | (2.0) | (23.6) |
| All other operating cash flows | 54.7 | 55.6 |
| **Net cash provided by (used in) operating activities** | (25.7) | 112.7 |
| Acquisitions, net of cash acquired | — | (44.1) |
| Capital expenditures | (30.7) | (76.1) |
| All other investing cash flows | (0.2) | 1.4 |
| **Net cash used in investing activities** | (30.9) | (118.8) |
| Proceeds from borrowings | 583.3 | 530.5 |
| Payments made on borrowings | (552.0) | (443.7) |
| Net increase (decrease) in book overdrafts | 48.0 | (13.1) |
| Dividends paid to shareholders | (18.0) | (18.8) |
| Share repurchases | — | (51.0) |
| All other financing cash flows | (4.5) | (16.2) |
| **Net cash provided by (used in) financing activities** | 56.8 | (12.3) |
| Effect of exchange rates on cash and cash equivalents | 0.9 | (0.2) |
| Net change in cash and cash equivalents | $1.1 | $(18.6) |

*Operating activities.* Working capital fluctuates throughout the year based on business needs. Working capital needs tend to be counter-cyclical, meaning that in periods of expansion the Company will use cash to fund working capital requirements, but in periods of contraction the Company will generate cash from reduced working capital requirements. In the first nine months of 2025, working capital requirements increased mainly due to higher sales levels during the third quarter of 2025 compared to the fourth quarter of 2024, driving an increase in accounts receivables. There was a slight decrease in inventory, due to lower tons in inventory as of September 30, 2025 compared to December 31, 2024, as the Company focused on working capital management. Increased purchasing activity and timing of payments at the end of the third quarter of 2025 resulted in an increase in accounts payable. In the first nine months of 2024, working capital requirements decreased mainly due to a decrease in inventory, as market prices for metals decreased in the first nine months of 2024 along with lower tons in inventory to better align inventory levels with expected sales volumes. Partially offsetting the decrease in inventory was an increase in accounts receivable from higher sales levels during the third quarter of 2024 compared to the fourth quarter of 2023 and a decrease in accounts payable driven by reduced inventory purchases as discussed above.

*Investing activities.* The Company's main investing activities are capital expenditures and acquisitions. Capital expenditures have decreased year-over-year as the Company completed its three-year investment cycle in 2024, which focused on organic growth through the expansion and modernization of existing facilities, addition of new state-of-the-art facilities, and additions of processing equipment to support value-added business. In the first nine months of 2024, the Company paid $44.1 million to acquire Production Metals, LLC.

*Financing activities.* The Company's main source of liquidity to fund working capital requirements is borrowings on the Ryerson Credit Facility. In the first nine months of 2025, we increased credit facility borrowings to fund our capital expenditures as well as our working capital requirements, which increased compared to prior year's fourth quarter. In the first nine months of 2024, we increased credit facility borrowings to fund our acquisitions and capital expenditures. Book overdrafts fluctuate based on the timing of payments. Cash dividends paid decreased from $18.8 million in the first nine months of 2024 to $18.0 million in the first nine months of 2025 due to fewer shares outstanding. In the first nine months of 2024, we repurchased $51.0 million of common stock.

*Off-Balance Sheet Arrangements.* In the normal course of business with customers, vendors, and others, we have entered into off-balance sheet arrangements, such as letters of credit and surety bonds which totaled $1 million and $12 million, respectively as of September 30, 2025. We do not have any other material off-balance sheet financing arrangements. Our off-balance sheet arrangements are not likely to have a material effect on our current or future financial condition, results of operations, liquidity, or capital resources.

### Capital Resources

We believe that cash flow from operations and proceeds from the Ryerson Credit Facility will provide sufficient funds to meet our contractual obligations and operating requirements in the normal course of business.

Total debt in the Condensed Consolidated Balance Sheet increased to $499.7 million at September 30, 2025 from $467.4 million at December 31, 2024, mainly due to cash utilized in operating activities in the first nine months of 2025 related to increased working capital requirements, and cash utilized for capital expenditures.

Total debt outstanding as of September 30, 2025 consisted of the following amounts: $500.5 million of borrowings under the Ryerson Credit Facility, $1.5 million of foreign debt, less $2.3 million of unamortized debt issuance costs. For further information, see Note 6: Long Term Debt in Part I, Item I - Notes to Condensed Consolidated Financial Statements.

### Pension Funding

At December 31, 2024, pension liabilities exceeded plan assets by $52.9 million. Through the nine months ended September 30, 2025, we have made $13.4 million in pension contributions and we anticipate an additional minimum required pension contribution of approximately $1.8 million in the remaining three months of 2025 under the Employee Retirement Income Security Act of 1974 (“ERISA”) and Pension Protection Act in the U.S. and Ontario Pension Benefits Act in Canada. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. We are unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on our financial position or cash flows.

For further information regarding our pension and postretirement benefit plans, see Note 7: Employee Benefits in Part I, Item I - Notes to Condensed Consolidated Financial Statements.

Changes in returns on plan assets may affect our plan funding, cash flows, and financial condition. Differences between actual plan asset returns and the expected long-term rate of return on plan assets impact the measurement of the following year’s pension expense and pension funding requirements. However, we believe that cash flow from operations and the Ryerson Credit Facility described above will provide sufficient funds to make the minimum required contributions.

### Material Cash Requirements

The Company expects to make approximately $502 million in principal payments to satisfy its debt obligations, consisting of $2 million in foreign debt coming due in the next twelve months and $500 million related to the Ryerson Credit Facility coming due in 2027. Please refer to Part I, Item I - Notes to the Condensed Consolidated Financial Statements, Note 6: Long-term Debt for further information.

The Company expects to pay approximately $29 million of interest on the Ryerson Credit Facility over the next twelve months and $21 million thereafter. Interest payments related to variable rate debt were estimated using the weighted average interest rate for the debt instrument.

The Company leases various assets including real estate, trucks, trailers, mobile equipment, processing equipment, and IT equipment. We have non-cancelable operating leases expiring at various times through 2045 and finance leases expiring at various times through 2032. The total amount of future lease payments is estimated to be $464 million, with $46 million due over the next 12 months. We did not have any material leases signed but not yet commenced as of September 30, 2025.

Purchase obligations with suppliers are entered into when we receive firm sales commitments with certain of our customers. As of September 30, 2025, we had outstanding purchase obligations of approximately $21 million expiring within a year. The Company has placed orders for $21 million under these obligations for the period ended September 30, 2025.

### Income Taxes

We maintain 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, and consistent with its past determinations, we determine that these deferred tax assets are more likely than not realizable.

## Market risk

As filed, 4,434 characters.

Our primary areas of market risk include changes in interest rates, foreign currency exchange rates, and commodity prices. We continually monitor these risks and develop strategies to manage them.

#### Interest rate risk

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to market risk related to our variable-rate long-term debt. As of September 30, 2025 and December 31, 2024, we have no publicly traded debt. The carrying value of our debt was $499.7 million and $467.4 million at September 30, 2025 and December 31, 2024, respectively. The carrying value approximates our fair value due to the short-term nature of the underlying borrowings on the Ryerson Credit Facility.

From time to time, we may use interest rate swaps to manage our exposure to interest rate changes. As of September 30, 2025, we have no outstanding interest rate swaps.

As of September 30, 2025, all of our debt is at variable interest rates. A hypothetical 1% increase in interest rates on variable debt would have increased interest expense for the first nine months of 2025 by approximately $4.6 million.

#### Foreign exchange rate risk

We are subject to foreign currency risks primarily through our operations in Canada, Mexico, and China and we use foreign currency exchange contracts to reduce our exposure to currency price fluctuations. Foreign currency contracts are principally used to purchase U.S. dollars. We had foreign currency contracts with a U.S. dollar notional amount of $3.4 million outstanding at September 30, 2025 with zero value. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings. For the nine months ended September 30, 2025, the Company recognized zero gain or loss associated with its foreign currency contracts. A hypothetical strengthening or weakening of 10% in the foreign exchange rates underlying the foreign currency contracts from the market rate as of September 30, 2025 would increase or decrease the fair value of the foreign currency contracts by $0.3 million.

The currency effects of translating the financial statements of our foreign subsidiaries are included in accumulated other comprehensive loss and will not be recognized in the Condensed Consolidated Statements of Comprehensive Income until there is a liquidation or sale of those foreign subsidiaries.

#### Commodity price risk

In general, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, customer contracts, and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders.

Metal prices can fluctuate significantly due to several factors including changes in foreign and domestic production capacity, raw material availability, metals consumption, and foreign currency rates. Fuel and gas prices can fluctuate based on input costs, economic conditions, international instability, and supply disruptions. Derivative financial instruments are used to manage a limited portion of our exposure to fluctuations in the cost of certain metal and energy commodities. No derivatives are held for trading purposes.

As of September 30, 2025, we had 14,800 tons of hot roll coil swap contracts with a net liability value of $0.2 million, 12,404 tons of aluminum swap contracts with a net asset value of $2.3 million, 312 tons of nickel swap contracts with a net liability value of $0.2 million, 2,552 tons of copper swap contracts with a net liability value of $0.1 million, 1,940,000 gallons of diesel fuel contracts with zero value, and 181,120 gallons of natural gas contracts with a net asset value of $0.1 million. We do not currently account for these swaps as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. For the nine months ended September 30, 2025, the Company recognized a gain of $6.3 million associated with its metal and energy commodity derivatives.

A hypothetical strengthening or weakening of 10% in the commodity and energy prices underlying the derivative contracts from the market rate as of September 30, 2025 would increase or decrease the fair value of derivative contracts by $7.1 million.

## Controls and procedures

As filed, 1,803 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.

### Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s controls over financial reporting during the quarter ended September 30, 2025.

## Risk factors

As filed, 5,657 characters.

There have been no material changes relating to this Item from those set forth in Item 1A on the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, other than as set forth below.

***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.***

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.

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

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.

***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.***

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.

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.

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

- the costs of integration and compliance and the possibility that the full benefits anticipated to result from the Olympic acquisition will not be realized;
- any delay in the integration of management teams, strategies, operations, products, product candidates, and services;
- diversion of the attention of each company’s management as a result of the Olympic acquisition;
- differences in business backgrounds, corporate cultures, and management philosophies that may delay successful integration;
- the ability to retain key employees;
- the ability to create and enforce uniform standards, controls, procedures, policies, and information systems;
- 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;
- potential unknown liabilities and unforeseen increased expenses or delays associated with the Olympic acquisition, including costs to integrate Olympic beyond current estimates; and
- the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures, and policies.

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.

Filed Oct 28, 2025.
Source: SEC EDGAR, the filing index for accession 0001193125-25-253579. Last ingested by Listed: Oct 24, 2026, 15:08 ET. No prices; not investment advice.