| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Ryerson Holding Corp [ RYZ ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| |||||||||||||||||||||||||
| 2a. Foreign Trading Symbol
| |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock (par value $0.01 per share) | 03/31/2026 | M | 13,258 | A | $0(1) | 615,236.4833 | D | |||
| Common Stock (par value $0.01 per share) | 03/31/2026 | M | 12,965 | A | $0(1) | 628,201.4833 | D | |||
| Common Stock (par value $0.01 per share) | 03/31/2026 | M | 12,513 | A | $0(1) | 640,714.4833 | D | |||
| Common Stock (par value $0.01 per share) | 03/31/2026 | M | 36,850 | A | $0(2) | 677,564.4833 | D | |||
| Common Stock (par value $0.01 per share) | 03/31/2026 | F | 32,000(12) | D | $22.48 | 645,564.4833 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 03/31/2026 | M | 13,258 | (5)(6) | (5)(6) | Common Stock | 13,258 | $0(4) | 0 | D | ||||
| Restricted Stock Units | (3) | 03/31/2026 | M | 12,965 | (7)(8) | (7)(8) | Common Stock | 12,965 | $0(4) | 12,966.179 | D | ||||
| Restricted Stock Units | (3) | 03/31/2026 | M | 12,513 | (9)(10) | (9)(10) | Common Stock | 12,513 | $0(4) | 25,027.517 | D | ||||
| Restricted Stock Units | (3) | 03/31/2026 | A | 36,300 | (11) | (11) | Common Stock | 36,300 | $0 | 36,300 | D | ||||
| Explanation of Responses: |
| 1. Represents shares received upon the vesting of restricted stock units and shares received upon the vesting of dividend equivalent rights granted in connection with the quarterly dividends declared by Ryerson Holding Corporation (the "Company"). Dividend equivalent rights are subject to the same terms and conditions, including vesting, as the underlying restricted stock units. |
| 2. Represents shares received or that will be received in respect of performance-based restricted stock units granted on March 31, 2023. Each performance-based restricted stock unit became vested on March 31, 2026, which was the later of (i) the third anniversary of the grant date and (ii) the date the compensation committee certified the achievement of the applicable performance objectives in accordance with the underlying award agreement. The compensation committee certified the achievement of the applicable performance objectives on March 31, 2026. Vested shares will be delivered to the reporting person not later than 60 days following the vesting date. |
| 3. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. |
| 4. The restricted stock units reported as disposed herein were settled for shares of common stock of the Company. |
| 5. On March 31, 2023, the reporting person was granted 36,300 restricted stock units, of which 12,100 vested on the first anniversary of the grant date, 12,100 vested on the second anniversary of the grant date and 12,100 vested on the third anniversary of the grant date. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates. |
| 6. Settlement of dividend equivalent rights in connection with the vesting of underlying restricted stock units that were granted on March 31, 2023. The dividend equivalent rights accrued when and as the Company declared quarterly dividends and vested proportionately with the restricted stock unit to which they related. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates. |
| 7. On March 31, 2024, the reporting person was granted 36,300 restricted stock units, of which 12,100 vested on the first anniversary of the grant date and 12,100 vested on the second anniversary of the grant date. All 12,100 of the remaining unvested restricted stock units will vest on the third anniversary of the grant date. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates. |
| 8. Settlement of dividend equivalent rights in connection with the vesting of underlying restricted stock units that were granted on March 31, 2024. The dividend equivalent rights accrued when and as the Company declared quarterly dividends and vested proportionately with the restricted stock unit to which they related. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates. |
| 9. On March 31, 2025, the reporting person was granted 36,300 restricted stock units, of which 12,100 vested on the first anniversary of the grant date. Of the remaining unvested restricted stock units, 12,100 will vest on the second anniversary of the grant date and 12,100 will vest on the third anniversary of the grant date. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates. |
| 10. Settlement of dividend equivalent rights in connection with the vesting of underlying restricted stock units that were granted on March 31, 2025. The dividend equivalent rights accrued when and as the Company declared quarterly dividends and vested proportionately with the restricted stock unit to which they related. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates. |
| 11. On March 31, 2026, the reporting person was granted 36,300 restricted stock units, of which 12,100 will vest on the first anniversary of the grant date, 12,100 will vest on the second anniversary of the grant date and 12,100 will vest on the third anniversary of the grant date. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates. |
| 12. Represents shares that have been withheld by the Company to satisfy its income tax and withholding remittance obligations in connection with the net settlement of restricted stock units. |
| /s/ Camilla Rykke Merrick, attorney-in-fact | 04/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||