Ryerson Holding Corp·4

Apr 2, 8:42 PM ET

Lehner Edward J. 4

4 · Ryerson Holding Corp · Filed Apr 2, 2026

Research Summary

AI-generated summary of this filing

Updated

Ryerson (RYZ) CEO Edward Lehner Receives/Vests RSUs; 32,000 Shares Withheld

What Happened

  • Edward J. Lehner, CEO and director of Ryerson Holding Corp (RYZ), had multiple restricted stock units / performance-based units vest or convert into common shares on March 31, 2026. The Form 4 lists several “exercise/conversion of derivative (M)” entries totaling 75,586 shares reported as acquired.
  • The filing shows payment/withholding to cover tax liabilities of 32,000 shares at $22.48 per share (total value $719,360) (transaction code F). The Form 4 also records a new grant of 36,300 restricted stock units on March 31, 2026 (transaction code A) that vest in three equal annual tranches.
  • These actions are award/vesting and net-settlement related (not an open-market purchase). Withholding of shares to satisfy taxes is routine following vesting.

Key Details

  • Transaction date: March 31, 2026 (Form filed April 2, 2026 — appears timely).
  • Reported conversions/acquisitions (derivative exercises/settlements): entries totaling 75,586 shares (multiple vests/conversions).
  • Shares withheld for taxes: 32,000 shares at $22.48 each = $719,360 (transaction code F; company withheld shares to meet tax obligations).
  • New grant: 36,300 restricted stock units granted on March 31, 2026; vesting schedule: 12,100 shares on each of years 1, 2 and 3 after grant (see footnote F11).
  • Notable footnotes: performance-based RSUs granted March 31, 2023 vested upon certification on March 31, 2026 (F2); dividend-equivalent rights settled with vesting (F1/F6/F8/F10); withheld shares represent net settlement for tax withholding (F12).
  • Shares owned after the transactions: not stated in the summary provided here — see the full Form 4 for the reporter’s total ownership balance.

Context

  • These entries reflect vesting/settlement of restricted stock units and performance awards and the standard net settlement (share withholding) to cover tax liabilities — common for executive compensation. The withholding (F) is not an open-market sale by the insider but a company action to remit taxes.
  • The filing also documents a fresh multi-year RSU grant (36,300 RSUs) that vests over three years, which is a forward-looking compensation award rather than an immediate stock purchase or sale.

Insider Transaction Report

Form 4
Period: 2026-03-31
Lehner Edward J.
DirectorCEO
Transactions
  • Exercise/Conversion

    Common Stock (par value $0.01 per share)

    [F1]
    2026-03-31+13,258615,236.483 total
  • Exercise/Conversion

    Common Stock (par value $0.01 per share)

    [F1]
    2026-03-31+12,965628,201.483 total
  • Exercise/Conversion

    Common Stock (par value $0.01 per share)

    [F1]
    2026-03-31+12,513640,714.483 total
  • Exercise/Conversion

    Common Stock (par value $0.01 per share)

    [F2]
    2026-03-31+36,850677,564.483 total
  • Tax Payment

    Common Stock (par value $0.01 per share)

    [F12]
    2026-03-31$22.48/sh32,000$719,360645,564.483 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4][F5][F6]
    2026-03-3113,2580 total
    Common Stock (13,258 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4][F7][F8]
    2026-03-3112,96512,966.179 total
    Common Stock (12,965 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4][F9][F10]
    2026-03-3112,51325,027.517 total
    Common Stock (12,513 underlying)
  • Award

    Restricted Stock Units

    [F3][F11]
    2026-03-31+36,30036,300 total
    Common Stock (36,300 underlying)
Footnotes (12)
  • [F1]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.
  • [F10]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.
  • [F11]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.
  • [F12]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.
  • [F2]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.
  • [F3]Each restricted stock unit represents a contingent right to receive one share of common stock of the Company.
  • [F4]The restricted stock units reported as disposed herein were settled for shares of common stock of the Company.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]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.
  • [F9]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.
Signature
/s/ Camilla Rykke Merrick, attorney-in-fact|2026-04-02

Documents

1 file
  • 4
    form4.xmlPrimary