Ryerson Holding Corp. 8-K Filing Summary
Business Context and Reporting Period
Date: February 13, 2026
Event: Completion of the merger with Olympic Steel, Inc. ("Olympic").
Context: Ryerson Holding Corporation (RYI) announced the closing of the merger pursuant to an agreement dated October 28, 2025. Olympic survives as a wholly-owned subsidiary of Ryerson. Olympic's common stock (ZEUS) ceased trading on Nasdaq and was delisted.
Key Financial Metrics and Capital Structure
- Merger Consideration: Olympic shareholders received 1.7105 shares of Ryerson common stock for each share of Olympic common stock. Approximately 19.5 million new Ryerson shares were issued.
- Debt Financing: Ryerson entered into the Seventh Amendment to its Credit Agreement on the Closing Date.
- Commitment Increase: Aggregate commitments increased from $1.3 billion to $1.8 billion.
- Maturity Extension: Maturity extended to five years from the Closing Date.
- Use of Proceeds: Proceeds will be used to repay and terminate Olympic's existing Third Amended and Restated Loan and Security Agreement.
- Dividend: The Board declared a first-quarter dividend of $0.1875 per share, payable March 19, 2026, to stockholders of record as of March 5, 2026.
- Financial Statements: The filing incorporates audited financial statements for Olympic for fiscal years ended Dec 31, 2024, 2023, and 2022, and unaudited statements for the nine months ended Sept 30, 2025. Specific revenue, profit, or cash flow figures for the combined entity are not provided in this text; pro forma information is pending a future amendment.
Material Changes and Corporate Actions
- Acquisition: Olympic Steel, Inc. is now a wholly-owned subsidiary of Ryerson.
- Stock Symbol Change: Ryerson's ticker symbol on the NYSE will change from "RYI" to "RYZ" effective February 24, 2026.
- Executive Compensation:
- Michael Siegal: Appointed Chair of the Board with an annual base compensation of $500,000. He waived rights to claim "Good Reason" termination under prior agreements.
- Richard Marabito: Appointed President and Chief Operating Officer. Compensation includes a $975,000 base salary, a 2026 long-term incentive award valued at no less than $1.1 million, and a one-time sign-on RSU award valued up to $3.88 million (vesting in three years).
- Stephen Larson: Resigned from the Board of Directors effective February 13, 2026.
- Board Composition: Board size increased from 8 to 11 directors. New directors include Michael Siegal, Richard T. Marabito, Richard Stovsky, and Peter Scott.
- Equity Plans: Ryerson assumed Olympic's stock incentive plans. The Ryerson Stock Plan was amended to increase the share reserve by 375,559 shares (converted from Olympic's plan).
Outlook, Risks, and Contingencies
- Pro Forma Data: Required pro forma financial information will be filed via amendment within 71 calendar days of this report.
- Integration: The Amended Credit Agreement reflects updates to accommodate the operational needs of the combined entity following the merger.
- Equity Settlement: Various Olympic equity awards (RSUs, PSUs, RSAs, Phantom Awards) were converted to Ryerson stock or cash based on the exchange ratio and closing price, with specific vesting and payment timelines (generally within 30 days for cash portions).
Investor Verification Checklist
- Verify the new ticker symbol "RYZ" on the NYSE effective February 24, 2026.
- Review the pending pro forma financial information (to be filed within 71 days) to assess the combined entity's leverage and liquidity.
- Confirm the impact of the $1.8 billion credit facility on Ryerson's debt covenants and interest expense.
- Monitor the integration of Olympic's operations and the retention of key management (Siegal and Marabito) as outlined in their new agreements.
- Check the record date (March 5, 2026) and payment date (March 19, 2026) for the $0.1875 quarterly dividend.