Ryerson Holding Corp美股招股说明书(2026-01-14版)

JOINT LETTER TO STOCKHOLDERS OF RYERSON HOLDING CORPORATION AND SHAREHOLDERS OF OLYMPIC STEEL,INC. Dear Stockholders: On behalf of the boards of directors of Ryerson Holding Corporation (“Ryerson”) and Olympic Steel, Inc. (“Olympic Steel”), we are pleasedto enclose this joint proxy statement/prospectus relating to the proposed all-stock acquisition of Olympic Steel by Ryerson. We are requesting thatyou take certain actions as a holder of Ryerson common stock (a “Ryerson stockholder”) or a holder of Olympic Steel common stock (an “OlympicSteel shareholder”), as applicable. On October28, 2025, Ryerson, Crimson MS Corp., a direct wholly owned subsidiary of Ryerson (“Merger Sub”), and Olympic Steel enteredinto an Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”), which provides for the all-stockacquisition of Olympic Steel by Ryerson. Upon the terms and subject to the conditions set forth in the merger agreement, Merger Sub will mergewith and into Olympic Steel (the “merger”), with Olympic Steel continuing as the surviving corporation in the merger and a wholly ownedsubsidiary of Ryerson. If the merger is completed, Olympic Steel shareholders will be entitled to receive, for each issued and outstanding share of common stock,without par value, of Olympic Steel (“Olympic Steel common stock”) owned by them immediately prior to the effective time of the merger (the“effective time”), 1.7105 shares (the “exchange ratio”) of common stock, par value $0.01 per share, of Ryerson (“Ryerson common stock”), withcash paid in lieu of fractional shares (collectively, the “merger consideration”), as further described in the joint proxy statement/prospectusaccompanying this notice. Ryerson stockholders will continue to own their existing shares of Ryerson common stock. Upon completion of themerger, we estimate that Ryerson stockholders will own approximately 63.0% of the combined company and Olympic Steel shareholders will ownapproximately 37.0% of the combined company, on a fully diluted basis. As the exchange ratio is fixed, the market value of the mergerconsideration will fluctuate with the price of Ryerson common stock, and the difference between the market value of the merger consideration andthe market value of Olympic Steel common stock will fluctuate with the market prices of Ryerson common stock and Olympic Steel common stock.Based on the 30-day-volume-weighted average price of Ryerson common stock on October24, 2025, the value of the per share mergerconsideration payable to Olympic Steel shareholders upon completion of the merger was approximately $39.26, which is approximately $10.18more than the closing price of Olympic Steel common stock on October27, 2025. Based on the closing price of Ryerson common stock on January12, 2026, the last trading day before the date of this joint proxy statement/prospectus accompanying this notice, the value of the per share mergerconsideration payable to Olympic Steel shareholders upon completion of the merger was approximately $48.42, which is approximately $0.20 morethan the closing price of Olympic Steel common stock on January 12, 2026.We urge Ryerson stockholders and Olympic Steel shareholders toobtain current stock price quotations for Ryerson common stock and Olympic Steel common stock. Ryerson common stock is traded on theNew York Stock Exchange under the symbol “RYI,” and Olympic Steel common stock is traded on Nasdaq under the symbol “ZEUS.” Ryerson stockholders as of the close of business on January 12, 2026, the record date, are invited to virtually attend a special meeting ofRyerson stockholders (the “Ryerson special meeting”) on February 12, 2026, at 9:30a.m. Eastern Time, via live audio-only webcast atwww.proxydocs.com/RYI. At the Ryerson special meeting, Ryerson stockholders will be asked to consider and vote upon: (i)a proposal to approvethe issuance of shares of Ryerson common stock in the merger (the “Ryerson issuance proposal”), and (ii)a proposal to approve one or moreadjournments of the Ryerson special meeting to a later date or time, if necessary or appropriate, to permit the solicitation of additional votes orproxies if there are not sufficient votes to approve the Ryerson issuance proposal (the “Ryerson adjournment proposal”). Table of Contents Olympic Steel shareholders, as of the close of business on January9, 2026, the record date, are invited to virtually attend a special meeting ofOlympic Steel shareholders (the “Olympic Steel special meeting”) on February 12, 2026, at 9:30 a.m. Eastern Time, via live audio-only webcast atmeetnow.global/MX2LHPT. At the Olympic Steel special meeting, Olympic Steel shareholders will be asked to consider and vote upon: (i)a proposal toadopt the merger agreement (the “Olympic Steel merger proposal”), (ii) a non-binding advisory proposal to approve certain compensation that may bepaid or become payable to Olympic Steel’s named executive officers that is based on or otherwise r