8-K - Ryerson Holding Corporation | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Ryerson Holding Corporation completed its merger with Olympic Steel on February 13, 2026, issuing approximately 19.5 million shares at a 1.7105 exchange ratio, making Olympic Steel a wholly owned subsidiary. The transaction enhances Ryerson's market position as the second-largest North American metals service center with expected $120 million in annual synergies by early 2028.

Key Takeaways

1Merger closed February 13, 2026; Merger Sub merged into Olympic Steel per Ohio law

2Exchange ratio: 1.7105 Ryerson shares per Olympic common share; ~19.5M Ryerson shares issued

3Credit facility amended: commitments increased from $1.3B to $1.8B, maturity extended 5 years from closing

4Board expanded from 8 to 11 directors; Michael Siegal appointed Chair ($500K annual compensation), Richard Marabito as President/COO ($975K base + $3.88M sign-on RSU + $1.1M 2026 LTI)

5Ticker change to 'RYZ' effective February 24, 2026; Q1 dividend $0.1875/share payable March 19, 2026

6Olympic Steel Plan assumed; no new awards permitted

Current Report Details

Event Type

Asset Acquisition+6 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry Into a Material Definitive Agreement. Seventh Amendment to Original Credit Agreement On the Closing Date, Ryerson entered into Amendment No. 7 to the Cred

Material Agreement

$1.30B$1.80B

Source Document

2.01

Completion of Acquisition or Disposition of Assets. On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Olympic in accordance

Asset Acquisition

2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is inc

Financing

5.02

of the Prior Form 8-K are incorporated herein by reference. Director Appointments On the Closing Date, the Board increased the size of the Board from eight dire

Management Change

$500.0K

7.01

, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)

Regulation Fd

8.01

Other Events. On February 13, 2026, the Board declared a first quarter dividend of $0.1875 per share of Ryerson Common Stock payable on March 19, 2026 to stockh

Other Event

9.01

(b) of Form 8-K will be filed by an amendment to this Current Report no later than 71 calendar days after the date on which this Current Report was required to

Exhibits Only

Source Document

Capital Return

Dividend/Share

0.1875

Record Date

2026-03-05

Payable Date

2026-03-19

Executive & Director Changes

Stephen Larson

Director

Resigned effective February 13, 2026

Effective: 2026-02-13

Not due to disagreements

Michael Siegal

Chair of the Board, Director