Ryerson Holding Corp Stock Compensation Disclosure

Note 11: Stock-Based Compensation

Under the 2014 Omnibus Incentive Plan (“2014 Plan”), as amended, which is the Company’s only equity compensation plan, we may grant stock options and other equity-based awards, including RSUs and PSUs, to certain employees. At December 31, 2025, an aggregate of 849,025 shares were authorized for future grant. Awards that expire or are forfeited without delivery of shares generally become available for future issuance under the plan. As stock options are exercised, and RSUs and PSUs vest, we issue new shares of Ryerson common stock.

In the third quarter of 2023, we began quarterly share grants that vest immediately to our Board of Directors as part of their compensation, resulting in 900, 5,738, and 11,263 shares of common stock being issued in 2023, 2024, and 2025 respectively. The weighted average grant date fair value per share of awards granted to Board of Directors in 2023, 2024, and 2025 was $29.09, $23.57, $21.37 respectively, determined by the closing price of our common stock on the grant date.

Compensation expense for stock options, RSUs, and PSUs is recognized ratably over the service period of the award and reflects forfeitures as they occur. Compensation expense for RSUs and PSUs is based on the market price of the shares underlying the awards on the grant date, and further for PSUs, reflects the estimated level of performance condition attainment.

On March 31, 2021, the Company granted 125,000 market condition options to certain employees under the 2014 Plan. The options are subject to a graded vesting schedule over a four-year period provided two vesting conditions are both satisfied on each applicable vesting date, with a fifth year catch up provision that allows for vesting if any of the four individual vesting tranche conditions are not met. Once vested, the employee can exercise the option in exchange for one share of the Company’s common stock. Options expire 10 years from the grant date, or generally within 90 days of employee termination. Options, whether vested or unvested, do not participate in dividends. As of December 31, 2025, all stock options have vested and are fully expensed.

The fair value of options is estimated based on a Monte Carlo simulation. The Monte Carlo simulation considers variables such as volatility, dividend yield, risk-free rate, and the expected exercise multiple in computing the value of the options. No stock options have been granted since the March 2021 grant. The fair value of the stock options granted in 2021 is between $0.92 and $10.50 per share, differing at each vesting tranche.

In 2025, 2024, and 2023, we granted 820,700, 222,721, and 213,775 RSUs, and 302,300, 296,825, and 293,150 PSUs, respectively, to certain employees. Each RSU and PSU consists of the right to receive one share of our common stock. RSUs also have dividend equivalent rights equal to the accrued cash dividends where the record date for such dividends is after the grant date but before the shares vest. All rights under RSUs and PSUs are generally forfeited upon employee termination. The Company’s RSU awards vest in three separate and equal tranches over a three-year period. PSUs cliff vest on the third anniversary of the grant date, subject to achieving performance conditions. Each tranche vests annually on March 31, following the date of grant. RSUs and PSUs are measured based on the fair value of the underlying stock on the grant date. The statutory tax on the value of common stock shares issued to employees upon vesting is either paid through the sale of registered shares of our common stock or funded with cash. Section 16 officers are allowed to pay the tax on their vested shares via net settlement. Net settled shares are reverted to Treasury Stock.

The fair value of the 2025, 2024, and 2023 RSUs granted was $22.74, $33.50, and $36.38 per share, respectively, and the fair value of the 2025, 2024, and 2023 PSUs granted was $22.94, $33.50, and $36.38 per share, respectively, determined by the closing price of our common stock on the grant date.

(1) The RSU shares granted line includes dividend shares declared after the grant date that will vest with their respective RSU tranche.

The total fair value of RSUs and PSUs vested during 2025, 2024, and 2023 was $10.5 million, $14.6 million, and $14.2 million, respectively.

As of December 31, 2025, unrecognized compensation cost related to unvested RSUs, PSUs, and stock options was $15.3 million, $4.0 million, and zero, respectively. That cost is expected to be recognized over a weighted-average period of 3.5 years for RSUs, 2.1 years for PSUs, and zero years for stock options.

In 2025, 2024, and 2023, we made payments to tax authorities on our employees’ behalf for shares withheld related to net share settlements. See our Consolidated Statement of Cash Flows for tax withholdings on stock-based compensation awards as of December 31, 2025, 2024, and 2023. Withholding related to this remittance is reflected in the stock-based compensation expense, net caption of our consolidated statements of stockholders' equity.