Item 8.01 Other Events.

Closing of Secondary Offering and Share Repurchase

On May 8, 2023 Ryerson Holding Corporation (the "Company") announced that it had closed the previously announced underwritten secondary offering (the "Offering") of 2,630,700 shares (the "Shares") of the Company's common stock (the "Common Stock"), par value $0.01 per share, held by RYPS, LLC (the "Selling Stockholder") and share repurchase (the "Share Repurchase") from the Selling Stockholder, in a privately negotiated transaction, of 1,369,300 shares of the Common Stock for approximately $50,000,000.00. The press release announcing the closing of the Offering and Share Repurchase is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the opinion of Willkie Farr & Gallagher LLP relating to the validity of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:



Exhibit
Number       Description

 5.1           Opinion of Willkie Farr & Gallagher LLP.

23.1           Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1).


99.1           Press Release, dated May 8, 2023, issued by Ryerson Holding
             Corporation.

104          Cover page Interactive Data File (embedded within the Inline XBRL
             document).

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