Ryerson Holding Corp 8-K

What Happened

• Ryerson announced preliminary (unaudited) Q4 2025 results on Feb 5, 2026: revenue was $1.10 billion, tons shipped down 4.9%, and average selling prices roughly flat (+0.1%) vs Q3. Gross margin fell from 17.2% in Q3 to 15.3% in Q4, partly due to faster-than-expected increases in material input costs and higher LIFO expense.
• Q4 LIFO expense was $22.5 million (guidance had been $10–$14M; Q3 LIFO was $13.2M). Ryerson reported a net loss attributable to the company of $37.9 million, or $1.18 per diluted share (versus an expected net loss of $7–$9M). Adjusted EBITDA excluding LIFO for Q4 was $20.4M (below guidance $33–$37M).
• Ryerson generated $112.7M cash from operations in Q4, used cash to reduce total debt to $463M and net debt to $436M, lowering leverage from 3.7x to 3.1x.
• For Q1 2026 Ryerson guided higher activity: volumes +13–15% vs Q4, net sales $1.26B–$1.30B, ASP flat to +2%, LIFO expense $6–$8M, and Adjusted EBITDA excluding LIFO $51–$54M. Ryerson also stated that adding Olympic Steel for the last six weeks of Q1 would add an estimated $260–$280M revenue and $12–$13M Adjusted EBITDA (ex-LIFO), producing pro forma Q1 revenue of $1.52B–$1.58B and Adjusted EBITDA ex-LIFO of $63–$67M (no GAAP reconciliation provided).
• Separately, Ryerson and Olympic Steel supplemented their joint proxy/prospectus ahead of special stockholder meetings (scheduled Feb 12, 2026). Olympic received 14 demand letters and two shareholder complaints filed in NY Supreme Court challenging disclosures; Ryerson received one demand letter. Both companies deny the claims but voluntarily supplemented disclosures to avoid litigation delay.

Key Details

• Q4 2025 revenue: $1.10 billion; tons shipped down 4.9%; ASP +0.1% q/q.
• Q4 gross margin: 15.3% (Q3: 17.2%); gross margin ex-LIFO: 17.3%.
• Q4 LIFO expense: $22.5M (vs guidance $10–$14M); net loss $37.9M (−$1.18/share).
• Q1 2026 guidance (company): net sales $1.26–$1.30B; Adjusted EBITDA ex-LIFO $51–$54M; pro forma with Olympic: revenue $1.52–$1.58B.

Why It Matters

• Earnings and margins: Ryerson missed internal Adjusted EBITDA guidance and reported a larger-than-expected net loss driven by higher inventory (LIFO) costs and compressed gross margins — these are material near-term drivers of profitability.
• Balance sheet progress: strong seasonal cash flow in Q4 reduced debt and improved leverage (3.1x), which management says is moving toward its 0.5–2.0x target — a positive for financial flexibility.
• Merger risk and timing: Ryerson and Olympic are pushing the merger process forward (registration effective Jan 14, 2026; stockholder meetings Feb 12, 2026) but face shareholder disclosure litigation; the companies supplemented the proxy to avoid delay. Any merger closing and the timing of Olympic’s contribution to results remain contingent on shareholder votes and legal factors.
• For investors: watch Q1 performance vs Ryerson’s guidance, LIFO expense trends (inventory accounting impact), cash/ leverage progress, and the outcome/timing of the Olympic Steel merger, all of which will affect near-term earnings and valuation.