RELIANCE, INC. (RS)

CIK: 0000861884. SIC: 5051 Wholesale-Metals Service Centers & of fices. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Wholesale Trade > SIC Major Group 50 > SIC 5051 Wholesale-Metals Service Centers & of fices

SEC company page: https://www.sec.gov/edgar/browse/?CIK=861884. Latest filing source: 0001104659-26-020651.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000861884.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000861884.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001104659-26-051524.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-29. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

​

The terms “Company,” “Reliance,” “we,” “our,” and “us” refer to Reliance, Inc. and all its subsidiaries that are consolidated in accordance with U.S. generally accepted accounting principles (“GAAP”), unless otherwise indicated.

​

This report contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements may include, but are not limited to, discussions of our: industry and end markets; business strategies; acquisitions; expectations concerning our future growth and profitability; ability to generate industry leading returns for our stockholders; future demand and metals pricing; results of operations; margins; profitability; taxes; liquidity; cash flows; capital expenditures; expectations for macroeconomic conditions, including inflation, and the possibility of an economic recession or slowdown; anticipated effects from regulatory changes, including taxation, tariffs and other trade barriers; litigation matters and capital resources. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “preliminary,” “range,” “intend” and “continue,” the negative of these terms, and similar expressions. All statements contained in this report that are not statements of historical fact are forward-looking statements. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date of such statements. We caution readers not to place undue reliance on forward-looking statements.

​

Forward-looking statements involve known and unknown risks and uncertainties and are not guarantees of future performance. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements as a result of various important factors, including, but not limited to, actions taken by us, as well as developments beyond our control, including, but not limited to: changes in domestic and worldwide political and economic conditions; changes in U.S. and foreign trade policies and programs, including tariffs and trade policies and programs specifically affecting metal product markets and pricing; slowing economic growth, inflation, rising unemployment or other macroeconomic factors that could materially impact us, our customers and suppliers; metals pricing; demand for our products and services; the possibility that the expected benefits of government contracts, acquisitions and capital expenditures may not materialize as expected; and the impacts of labor constraints and supply chain disruptions. Deteriorations in economic conditions, including as a result of tariffs or trade barriers, economic policies, inflation, economic recession, slowing growth, outbreaks of infectious disease, or geopolitical conflicts such as in Ukraine, Iran and the Middle East, could lead to a decline in demand for our products and services and negatively impact our business, and may also impact financial markets and corporate credit markets which could adversely impact our access to financing, or the terms of any financing. Other factors which could cause actual results to differ materially from our forward-looking statements include those disclosed in this report and in other reports we have filed with the United States Securities and Exchange Commission (the “SEC”). Important risks and uncertainties about our business can be found elsewhere in this Quarterly Report on Form 10-Q and in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and in other documents Reliance files or furnishes with the SEC. The Company cannot at this time predict all of the impacts of domestic and foreign tariffs and trade policies, inflation, product price fluctuations, economic recession, outbreaks of infectious disease, geopolitical conflicts and related economic effects, but these factors, individually or in any combination, could have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.

​

The statements contained in this Quarterly Report on Form 10-Q speak only as of the date that they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Except as required by law, we disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in assumptions, beliefs, or expectations or any change in events, conditions, or

15

Table of Contents

circumstances upon which any such forward-looking statements are based. You should review any additional disclosures we make in our press releases and other documents we file with or furnish to the SEC.

​

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 and other sections of this Quarterly Report on Form 10-Q, including the consolidated financial statements and related notes contained in Item 1.

​

Results of Operations

​

The following sets forth certain income statement data for the first quarter of 2026 and 2025 (dollars are shown in millions, except per share amounts, and certain percentages may not calculate due to rounding):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2026

​

​

2025

​

​

​

​

​

% of

​

​

​

​

​

% of

​

Three Months Ended March 31,

​

​

  ​ ​

Net Sales

​

  ​ ​

​

​

  ​ ​

Net Sales

​

Net sales

$

4,026.0

​

100.0

%

​

$

3,484.7

​

100.0

%

Cost of sales (exclusive of LIFO and depreciation and amortization shown below)

​

2,816.6

​

70.0

​

​

​

2,426.4

​

69.6

​

LIFO expense

​

37.5

​

0.9

​

​

​

25.0

​

0.7

​

Gross profit(1)

​

1,171.9

​

29.1

​

​

​

1,033.3

​

29.7

​

Gross profit – FIFO(1)(2)

​

1,209.4

​

30.0

​

​

​

1,058.3

​

30.4

​

Warehouse, delivery, selling, general and administrative expense (“SG&A”)

​

734.8

​

18.3

​

​

​

690.2

​

19.8

​

Depreciation expense

​

61.5

​

1.5

​

​

​

58.3

​

1.7

​

Amortization expense

​

7.7

​

0.2

​

​

​

10.4

​

0.3

​

Operating income

​

367.9

​

9.1

​

​

​

274.4

​

7.9

​

Interest expense

​

15.4

​

0.4

​

​

​

11.5

​

0.3

​

Other expense, net

​

3.0

​

0.1

​

​

​

0.5

​

—

​

Income before income taxes

​

349.5

​

8.7

​

​

​

262.4

​

7.5

​

Income tax provision

​

83.9

​

2.1

​

​

​

61.9

​

1.8

​

Net income

​

265.6

​

6.6

​

​

​

200.5

​

5.8

​

Less: net income – noncontrolling interests

​

0.7

​

—

​

​

​

0.8

​

—

​

Net income – Reliance

$

264.9

​

6.6

%

​

$

199.7

​

5.7

%

Diluted earnings per share

$

5.10

​

​

​

​

$

3.74

​

​

​

(1)

Gross profit (calculated as net sales less cost of sales) and gross profit margin (calculated as gross profit divided by net sales) are non-GAAP financial measures as they exclude depreciation and amortization expense associated with the corresponding sales. About half of our orders are basic distribution with no processing services performed. For the remainder of our sales orders, we perform “first-stage” processing, which is generally not labor intensive as we are simply cutting the metal to size. Because of this, the amount of related labor and overhead, including depreciation and amortization, is not significant and is excluded from cost of sales. Therefore, our cost of sales is substantially comprised of the cost of the material we sell. We use gross profit and gross profit margin as shown above as measures of operating performance. Gross profit and gross profit margin are important operating and financial measures as their fluctuations can have a significant impact on our earnings. Gross profit and gross profit margin, as presented, are not necessarily comparable with similarly titled measures for other companies.

(2)

We use first-in, first-out (“FIFO”) gross profit, gross profit margin, and other FIFO-based non-GAAP performance measures to assess our ongoing operating performance and provide a basis for comparison with competitors that do not use the last-in, first-out (“LIFO”) inventory accounting method.

​

Overview

​

Net sales were $4.03 billion in the first quarter of 2026, an increase of 15.5% compared to 2025, driven by record tons sold, which increased 2.7%, and a 12.6% increase in average selling price per ton sold. Shipments grew across most end markets, with notably strong underlying demand across the broader manufacturing

16

Table of Contents

sector, primarily due to growth in industrial machinery, shipbuilding, military, consumer products and construction machinery. Demand in our largest end market by tons sold, non-residential construction, including infrastructure and data centers, also improved year-over-year.

​

Growth in tons sold exceeded the industry-wide decline of 5.1% reported by the Metals Service Center Institute (“MSCI”) by nearly 8 percentage points, continuing a multi-year trend of outperformance relative to industry shipments. We believe our scale, diversified business model, and customer service capabilities, including next-day delivery and value-added processing, enabled us to gain market share in a complex operating environment.

​

Carbon steel prices have benefited from tight supply conditions and solid underlying demand. Aluminum prices are at record levels, driven primarily by the 50% tariff imposed under Section 232 in June 2025.

​

Gross profit margin under our LIFO method was 29.1% compared to 29.7% in 2025. On a FIFO basis, which excludes the impact of LIFO accounting and is how we evaluate our ongoing operating performance, gross profit margin declined approximately 40 basis points to 30.0%. Despite the lower margin, gross profit per ton increased for most of the products we sold.

​

SG&A expense per ton increased 3.7%, reflecting higher incentive-based compensation associated with increased profitability, inflationary impacts on compensation and related benefits, and on certain warehousing and delivery costs. However, higher average selling price per ton sold improved operating leverage, resulting in a 150 basis point decline in SG&A margin.

​

Pretax income increased $87.1 million, or 33.2%, driven by volume growth, improved gross profit per ton, and improved operating leverage. As a result, pretax income margin improved 120 basis points to 8.7%.

​

Earnings per diluted share were $5.10 compared to $3.74 in 2025, an increase of 36.4%. The increase was primarily driven by higher profitability and, to a lesser extent, a 3% reduction in outstanding shares from continued share repurchase activity.  

​

Operating cash flow increased $86.9 million to $151.4 million, primarily due to improved profitability.  

​

Investments in capital expenditures declined $22.7 million in the first quarter of 2026 compared to 2025.

​

Returns to stockholders totaled $300.8 million, consisting of $234.2 million of share repurchases and $66.6 million of cash dividends, including a 4.2% increase in our regular quarterly dividend.

​

First Quarter Ended March 31, 2026 Compared to First Quarter Ended March 31, 2025

(in millions, except tons in thousands and average selling price per ton sold)

​

Net Sales

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Percentage

​

Three Months Ended March 31,

2026

  ​ ​

2025

  ​ ​

Change

  ​ ​

Change

​

Net sales

$

4,026.0

  ​ ​

$

3,484.7

  ​ ​

$

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

​

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the other sections of this Annual Report on Form 10-K, including the consolidated financial statements and related notes contained in Item 8, and the discussion of cautionary statements and significant risks to the Company’s business under Item 1A. “Risk Factors” of this Annual Report on Form 10-K.

​

Results of Operations

​

The following sets forth certain income statement data for each of the last three fiscal years (in millions, except per share amounts, and certain percentages may not calculate due to rounding):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2025

​

  ​ ​

2024

​

  ​ ​

2023

​

​

​

​

​

% of

​

​

​

​

​

% of

​

​

​

​

​

% of

​

Year Ended December 31,

​

​

  ​ ​

Net Sales

​

​

​

​

  ​ ​

Net Sales

​

​

​

​

  ​ ​

Net Sales

​

Net sales

$

14,294.3

​

100.0

%

​

$

13,835.0

​

100.0

%

​

$

14,805.9

​

100.0

%

Cost of sales (exclusive of depreciation and amortization expense shown below)(1)

​

10,186.8

​

71.3

​

​

​

9,728.4

​

70.3

​

​

​

10,258.6

​

69.3

​

Gross profit(2)

​

4,107.5

​

28.7

​

​

​

4,106.6

​

29.7

​

​

​

4,547.3

​

30.7

​

Warehouse, delivery, selling, general and administrative expense (“SG&A”)(1)

​

2,806.7

​

19.6

​

​

​

2,666.2

​

19.3

​

​

​

2,562.4

​

17.3

​

Depreciation expense(1)

​

239.0

​

1.7

​

​

​

226.1

​

1.6

​

​

​

201.6

​

1.4

​

Amortization expense

​

39.2

​

0.3

​

​

​

42.6

​

0.3

​

​

​

43.8

​

0.3

​

Impairment(1)

​

9.9

​

0.1

​

​

​

11.7

​

0.1

​

​

​

—

​

—

​

Operating income

​

1,012.7

​

7.1

​

​

​

1,160.0

​

8.4

​

​

​

1,739.5

​

11.7

​

Interest expense

​

55.7

​

0.4

​

​

​

40.3

​

0.3

​

​

​

40.1

​

0.3

​

Other income, net

​

(12.2)

​

(0.1)

​

​

​

(20.2)

​

(0.1)

​

​

​

(41.3)

​

(0.3)

​

Income before income taxes

​

969.2

​

6.8

​

​

​

1,139.9

​

8.2

​

​

​

1,740.7

​

11.8

​

Income tax provision

​

227.6

​

1.6

​

​

​

261.9

​

1.9

​

​

​

400.6

​

2.7

​

Net income

​

741.6

​

5.2

​

​

​

878.0

​

6.3

​

​

​

1,340.1

​

9.1

​

Less: net income attributable to noncontrolling interests

​

2.2

​

—

​

​

​

2.8

​

—

​

​

​

4.2

​

—

​

Net income attributable to Reliance

$

739.4

​

5.2

%

​

$

875.2

​

6.3

%

​

$

1,335.9

​

9.0

%

Diluted earnings per share

$

13.98

​

​

​

​

$

15.56

​

​

​

​

$

22.64

​

​

​

(1)

See Note 20—“Impairment and Restructuring Charges” to our consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data” for information on our impairment and restructuring charges.

​

(2)

Gross profit, calculated as net sales less cost of sales, and gross profit margin, calculated as gross profit divided by net sales, are non-GAAP financial measures as they exclude depreciation and amortization expense associated with the corresponding sales. About half of our orders are basic distribution with no processing services performed. For the remainder of our sales orders, we perform “first-stage” processing, which is generally not labor intensive as we are simply cutting the metal to size. Because of this, the amount of related labor and overhead, including depreciation and amortization, is not significant and is excluded from cost of sales. Therefore, our cost of sales is substantially comprised of the cost of the material we sell. We use gross profit and gross profit margin as shown above as measures of operating performance. Gross profit and gross profit margin are important operating and financial measures as their fluctuations can have a significant impact on our earnings. Gross profit and gross profit margin, as presented, are not necessarily comparable with similarly titled measures for other companies.

​

Overview

​

Net sales were $14.29 billion in 2025, an increase of 3.3% compared to 2024, driven by record tons sold, which increased 6.2% and more than offset a 2.6% decline in average selling price per ton sold. Fourth quarter

28 / 2025 Form 10-K

Table of Contents

2025 net sales increased 11.9% year-over-year, with tons sold increasing 5.8%, representing the strongest fourth quarter growth since 2021. Shipments grew across most of the end markets we serve, with notably strong underlying demand in non-residential construction, our largest end market by tons.

​

Operating results reported under our LIFO method of inventory accounting declined in 2025 due to temporary tariff-related pressure on gross profit margin and higher SG&A expense. However, excluding significant LIFO impacts in both 2025 and 2024, FIFO gross profit margin and profitability improved.

​

Growth in tons sold during 2025 exceeded the industry-wide decline of 1.0% reported by the Metals Service Center Institute (“MSCI”) by more than 7 percentage points. We believe that our scale, diversified business model, and customer service capabilities, including next-day delivery and extensive value-added processing, enabled us to expand our market share despite a declining industry trend.

​

Tariff-related carbon steel and aluminum cost increases during the first half of 2025 initially supported higher metals pricing following the declining pricing environment experienced throughout 2024. However, because these increases were not demand-driven, our gross profit margin softened beginning in the third quarter as higher metal costs were not fully passed through to customers, particularly for aluminum products amid soft demand and ample supply in the commercial aerospace and semiconductor markets.

​

Our LIFO gross profit margin was 28.7% in 2025, down 100 basis points year-over-year, mainly due to a swing in LIFO inventory valuation adjustments—from $144.4 million of income in 2024 to $113.7 million of expense in 2025—driven in part by higher aluminum costs that had a disproportionate impact on LIFO expense. However, higher metal prices supported by tariff actions drove FIFO gross profit margin up 80 basis points to 29.5%.

​

Same-store SG&A expense increased 4.2% while tons sold grew 5.3% in 2025 compared to 2024, resulting in a 1.0% decline in same-store SG&A expense per ton sold and demonstrating improved operating leverage.  Increases in total and same-store SG&A expense reflected inflationary wage adjustments and higher variable warehousing and delivery costs associated with increased shipment volumes. Higher FIFO profitability also contributed to increased incentive-based compensation.

​

Earnings per diluted share were $13.98 in 2025 compared to $15.56 in 2024, a decrease of 10.2%. The impacts of a lower average selling price per ton sold and tariff-related gross profit margin pressure on our earnings per share were partially mitigated by significant growth in tons sold, lower SG&A expense per ton sold, and a 4% reduction in outstanding shares resulting from share repurchases. However, profitability excluding the impacts of LIFO inventory valuation adjustments increased 14.5% year-over-year.

​

Cash flow from operations was $831.4 million in 2025, a decrease of $598.4 million from $1.43 billion in 2024, which represented the third-highest level in our history. The decline in operating cash flow was driven primarily by higher working capital requirements related to higher tons sold volume and higher metals pricing.

​

Spending on growth-related activities decreased by $463.5 million in 2025 compared to 2024, primarily due to the absence of acquisition activity ($361.8 million) and a $101.7 million reduction in capital expenditures.

​

Returns to stockholders totaled $848.8 million in 2025, consisting of $594.1 million of share repurchases and $254.7 million of cash dividends, reflecting a 9.1% increase in the regular quarterly dividend rate.

​

Effect of Demand and Pricing Changes on our Operating Results

​

Customer demand has a significant impact on our results of operations. When volume increases, our revenue dollars generally increase, which contributes to increased gross profit dollars. Conversely, when volume declines, we typically produce fewer revenue dollars, which can reduce our gross profit dollars. Variable costs such as certain warehouse, delivery and selling, general and administrative expenses also increase with

2025 Form 10-K / 29

Table of Contents

volume. While we can and do reduce certain variable expenses when volumes decline, we cannot easily reduce our fixed costs.

​

Pricing for our products generally has a much more significant impact on our results of operations than customer demand. Our revenues generally increase as a result of pricing increases as overall customer demand is not usually impacted by typical mill pricing increases, although customer buying patterns may change. Our selling prices generally increase when the cost of the metals we purchase increase as we are typically able to pass higher metals costs on to our customers. If prices increase and we maintain the same gross profit percentage, we generate higher levels of gross profit and pretax income dollars for the same operational efforts. Conversely, if pricing declines, we will typically generate lower levels of gross profit and pretax income dollars. For more information, see Item 1A. “Risk Factors”.

​

We primarily purchase and sell inventory in the spot market, with the majority valued using the last-in, first-out (“LIFO”) method. Under this method, cost of sales reflects current inventory costs associated with the corresponding sales. During periods of fluctuating metals prices, we believe the LIFO method can provide stability in our reported gross profit margin as compared to the first-in, first-out (“FIFO”) method, which is used in our day-to-day operations and incentive-based compensation programs at many of our operating locations.

​

In addition, when volume or pricing increases, our working capital requirements typically increase, which decreases operating cash flow. Conversely, when customer demand or pricing falls, our investment in working capital typically decreases, which improves operating cash flow.  

​

Acquisitions

​

2024 Acquisitions

​

With cash on hand, we acquired (i) Cooksey Iron & Metal Company on February 1, 2024; (ii) American Alloy Steel, Inc. on April 1, 2024; (iii) Mid-West Materials, Inc. on April 1, 2024; and (iv) certain assets of the FerrouSouth division of Ferragon Corporation on August 16, 2024. Included in our net sales for 2025 and 2024 were combined net sales of $389.2 million and $286.2 million, respectively, from our 2024 acquisitions.

​

Internal Growth Activities

​

During 2025 and 2024, we spent $328.9 million and $430.6 million on capital expenditures, respectively. We continued to maintain our focus on internal growth by building new facilities and expanding existing facilities, purchasing leased facilities, expanding our processing capabilities and capacity, upgrading processing equipment to increase efficiency, improving the safety and energy efficiency of our operations and enhancing the working environments of our employees. Our capital expenditure budgets have been at historically high levels in recent years and, we believe, significantly contribute to our industry-leading financial results.

​

We believe the increase in our level of orders that include value-added processing over time has provided stability to our gross profit margin during periods of declining metals prices and contributed to a higher sustainable gross profit margin level. We have made significant investments in capital expenditures in recent years that have expanded our value-added processing capabilities and increased the level of our sales orders that include value-added processing to approximately 50%. We believe we have industry leading gross profit margins based on our peer group of publicly traded metal service center companies. Our current processing and estimated sustainable gross profit margin level is significantly higher than what we believe to be our historical levels from over a decade ago, in which the percentage of our orders that included value-added processing was closer to 40% and our gross profit margin level was under 27%.  

​

We believe that our ability to make significant investments in processing equipment and in new and improved facilities is a competitive advantage, as we can expand our services and provide higher quality products to our customers. We believe many of our metals service center company competitors do not have

30 / 2025 Form 10-K

Table of Contents

the ability to expand their processing services in response to their customers’ needs as quickly or at the same scale as Reliance.

​

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

(in millions, except tons in thousands and average selling price per ton sold)

​

Net Sales

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Dollar

​

Percentage

​

Year Ended December 31,

2025

  ​ ​

2024

  ​ ​

Change

  ​ ​

Change

​

Net sales

$

14,294.3

  ​ ​

$

13,835.0

  ​ ​

$

459.3

  ​ ​

3.3

%

Net sales, same-store

$

13,905.1

  ​ ​

$

13,548.8

  ​ ​

$

356.3

  ​ ​

2.6

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tons

​

Percentage

​

Year Ended December 31,

2025

  ​ ​

2024

  ​ ​

Change

  ​ ​

Change

​

Tons sold

​

6,388.1

​

​

6,013.2

​

​

374.9

​

6.2

%

Tons sold, same-store

  ​ ​

6,151.5

​

​

5,842.0

​

​

309.5

​

5.3

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Price

​

Percentage

​

Year Ended December 31,

2025

  ​ ​

2024

  ​ ​

Change

  ​ ​

Change

​

Average selling price per ton sold

$

2,244

​

$

2,303

​

$

(59)

​

(2.6)

%

Average selling price per ton sold, same-store

$

2,267

​

$

2,321

​

$

(54)

​

(2.3)

%

Tons sold and average selling price per ton sold exclude our toll processed tons. Our average selling price per ton sold includes intercompany transactions that are eliminated from our consolidated net sales. Same-store amounts exclude the results of our 2024 acquisitions.

​

Net sales in 2025 increased due to record tons sold that offset a moderate decline in average selling price per ton sold. Our tons sold increases reflect market share gains during a period of ongoing trade policy uncertainty. We believe uncertainty in the market has led our customers to purchase more frequently and in smaller quantities which are core tenets of our operational strategy. We believe these shifts in customer buying patterns, combined with our scale, diverse product offerings, extensive value-added processing capabilities, and high levels of customer service supported our record tons sold in 2025 which surpassed the industry performance reported by the MSCI by over 7 percentage points.

​

Since we primarily purchase and sell our inventories in the spot market, our average selling prices generally fluctuate with the changes in replacement costs of the various metals we purchase. The mix of products sold can also have an impact on our average selling price per ton sold. As carbon steel sales represent a majority of our gross sales, changes in carbon steel prices have the most significant impact on changes in our average selling price per ton sold.

​

​

2025 Form 10-K / 31

Table of Contents

The mix of our total sales by major commodity products and year-over-year changes in selling prices are presented below:

​

​

​

​

​

​

​

​

Sales by

​

​

Average Selling

​

​

Product

​

​

Price Per

​

​

(% of

​

​

Ton Sold

​

Year Ended December 31, 2025

Total Sales)

​

  ​ ​

(% Change)

​

Carbon steel

53

%

​

(2.2)

%

Aluminum

17

%

​

5.6

%

Stainless steel

13

%

​

(8.0)

%

Alloy

4

%

​

3.3

%

Copper & brass

3

%

​

17.0

%

​

Our 2024 acquisitions did not significantly impact the selling prices of our major commodity products.

​

Cost of Sales and Gross Profit

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2025

​

​

2024

​

​

​

​

​

​

​

​

​

​

​

% of

​

​

​

​

​

% of

​

​

Dollar

​

Percentage

​

Year Ended December 31,

​

​

  ​ ​

Net Sales

​

  ​ ​

​

​

  ​ ​

Net Sales

​

  ​ ​

Change

  ​ ​

Change

​

Cost of sales

$

10,186.8

​

71.3

%

​

$

9,728.4

​

70.3

%

​

$

458.4

​

4.7

%

Gross profit

$

4,107.5

​

28.7

%

​

$

4,106.6

​

29.7

%

​

$

0.9

​

—

%

LIFO expense (income), included in cost of sales

$

113.7

​

0.8

%

​

$

(144.4)

​

(1.0)

%

​

$

258.1

​

​

​

​

We record, in cost of sales, non-cash adjustments to our LIFO method inventory valuation reserve that, in effect, reflect cost of sales at current replacement costs. The change in LIFO expense (income) was due to the rising metals pricing environment in 2025 compared to the declining metals pricing trend in 2024. As of December 31, 2025, the inventory balance in our consolidated balance sheet includes a LIFO method inventory valuation reserve of $548.6 million.

​

See “Overview” for further discussion of the impact of tariff actions on LIFO expense and our gross profit margin. See “Net Sales” above for trends in both demand and costs of our products, and product pricing.

​

Expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2025

​

​

2024

​

​

​

​

​

​

​

​

​

​

​

% of

​

​

​

​

​

% of

​

​

Dollar

​

Percentage

​

Year Ended December 31,

​

​

  ​ ​

Net Sales

​

  ​ ​

​

​

  ​ ​

Net Sales

​

  ​ ​

Change

  ​ ​

Change

​

SG&A expense

$

2,806.7

​

19.6

%

​

$

2,666.2

​

19.3

%

​

$

140.5

​

5.3

%

SG&A expense, same-store

$

2,711.3

​

19.5

%

​

$

2,602.0

​

19.2

%

​

$

109.3

​

4.2

%

Depreciation and amortization expense

$

278.2

​

1.9

%

​

$

268.7

​

1.9

%

​

$

9.5

​

3.5

%

​

Our same-store SG&A expense declined 1.0% on a per ton sold basis from 2024. Our SG&A expense reflected inflationary wage adjustments and increased variable warehousing and delivery expenses associated with higher tons sold. SG&A expense in 2025 also included higher incentive-based compensation due to an approximately 8.8% increase in FIFO pretax income profitability.

​

Operating Income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2025

​

  ​ ​

2024

​

​

​

​

​

​

​

​

​

​

​

% of

​

​

​

​

​

% of

​

​

Dollar

​

Percentage

​

Year Ended December 31,

​

​

  ​ ​

Net Sales

​

  ​ ​

​

​

  ​ ​

Net Sales

​

  ​ ​

Change

  ​ ​

Change

​

Operating income

$

1,012.7

​

7.1

%

​

$

1,160.0

​

8.4

%

​

$

(147.3)

​

(12.7)

%

Impairment and restructuring charges

$

28.4

​

0.2

%

​

$

25.1

​

0.2

%

​

$

3.3

​

13.1

%

​

32 / 2025 Form 10-K

Table of Contents

Operating income and margin declined mainly due to a 100-basis point decline in gross profit margin due to LIFO method inventory valuation adjustments that outweighed an increase in tons sold.

​

See Note 20—“Impairment and Restructuring Charges” to our consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data” for further information on our impairment and restructuring charges.

​

See “Net Sales” above for discussion of trends in demand and product costs and “Expenses” for trends in our operating expenses.

​

Income Tax Rate

​

Our effective income tax rate of 23.5% in 2025 increased from 23.0% in 2024, primarily due to a reduced favorable impact from company-owned life insurance policies. The differences between our effective income tax rates and the U.S. federal statutory rate of 21.0% were mainly due to state income taxes partially offset by the net effects of company-owned life insurance policies. See Note 12—“Income Taxes” to our consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data" for further information on the differences between our effective income tax rates and the U.S. federal statutory rate.

​

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

​

See discussion in the “Results of Operations” and “Liquidity and Capital Resources” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024.

​

Financial Condition

​

As of December 31, 2025, we had $216.6 million in cash and cash equivalents and our net debt-to-total capital ratio (net debt-to-total capital is calculated as carrying amount of debt, net of cash, divided by total Reliance stockholders’ equity plus carrying amount of debt, net of cash) was 14.4% compared to 10.2% as of December 31, 2024. The increase was primarily attributable to increased borrowings under our revolving credit facility.

​

Cash Flows

​

Net cash provided by operations of $831.4 million in 2025 decreased $598.4 million from $1.43 billion in 2024. The decrease was mainly due to a $136.4 million decline in net income and increased working capital requirements. Higher tons sold volume and the rising metals pricing environment in 2025 required a greater working capital investment (primarily accounts receivable and inventories) than in 2024 during which metals prices were declining.

​

Income taxes paid, net of $163.7 million in 2025 decreased from $244.9 million in 2024, mainly due to lower pretax income.

​

Net cash used in investing activities of $321.8 million in 2025 decreased $481.9 million compared to $803.7 million in 2024. $361.8 million of the decrease was due to the absence of acquisition activity in 2025 compared to four acquisitions completed in 2024. Our investments in capital expenditures also declined $101.7 million in 2025 compared to 2024. The majority of our capital expenditures in 2025 and 2024 were related to growth initiatives.

​

Net cash used in financing activities of $620.2 million in 2025 decreased $756.2 million from $1.38 billion in 2024. The decrease was mainly the result of decreased share repurchases partially offset by $277.0 million of net debt borrowings under our revolving credit facility. In 2025, we repurchased $594.1 million of our common stock compared to a record $1.09 billion in 2024. Our returns to stockholders also included a 9.1% increase in

2025 Form 10-K / 33

Table of Contents

our quarterly dividend rate effective in the first quarter of 2025; however, our total dividend payments of $254.7 million in 2025 were only slightly higher than the $249.7 million paid in 2024 as our share repurchase activity reduced outstanding shares.  

​

Liquidity and Capital Resources

​

We believe our primary sources of liquidity, including funds generated from operations, cash and cash equivalents and our $1.5 billion revolving credit facility “Credit Agreement”), will be sufficient to satisfy our cash requirements and stockholder return activities over the next 12 months and beyond.

​

Our material cash requirements over the next 12 months include operating lease payments, planned capital expenditures, interest payments on outstanding debt, dividends and discretionary share repurchases.

​

As of December 31, 2025, we had $400.7 million of debt obligations due before our $1.5 billion revolving credit facility matures on September 10, 2029, consisting primarily of $400.0 million outstanding under our Term Loan due in 2028.

​

See Note 10—“Debt” to our consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data" for further information on our Credit Agreement, Term Loan, debt maturities and indentures governing our debt securities.

​

We believe we will continue to have sufficient liquidity to fund our future operating needs and to repay our debt obligations as they become due. In addition to funds generated from operations and approximately $1.22 billion available under our unsecured revolving credit facility, we expect to continue to be able to access the capital markets to raise funds, if desired. We believe our investment grade credit ratings enhance our ability to effectively raise capital. We believe our sources of liquidity will continue to be adequate to maintain operations, make necessary capital expenditures, finance strategic growth through acquisitions and internal initiatives, and return capital to shareholders through dividends and share repurchases.

​

Covenants

​

The Credit Agreement, Term Loan and indentures governing our debt securities include customary representations, warranties, covenants and events of default provisions. The covenants under the Credit Agreement and Term Loan include, among other things, a financial maintenance covenant that requires us to comply with a maximum total net leverage ratio. As of December 31, 2025, our total net leverage ratio, calculated in accordance with the Credit Agreement and Term Loan, was 17% compared to the debt covenant maximum of 60%.

​

Dividends

​

We have paid regular quarterly dividends to our stockholders for 66 consecutive years and increased the quarterly dividend on our common stock 33 times since our 1994 IPO, with the most recent increase of 4.2% from $1.20 per share to $1.25 per share effective in the first quarter of 2026. We have never reduced or suspended our regular quarterly dividend.

​

Share Repurchase Plan

​

See Note 15—“Equity” to our consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data" for information on our share repurchases.

​

As of December 31, 2025, we had $763.5 million remaining repurchase authorization under our $1.5 billion share repurchase program that was most recently amended by our Board of Directors on October 22, 2024. The share repurchase program does not require the repurchase of any specific number of shares in any prescribed period, does not have a specific expiration date and may be suspended or discontinued at any time.

34 / 2025 Form 10-K

Table of Contents

​

Decisions regarding the timing and amount of share repurchases are made within the context of our overall capital allocation priorities, including funding operating needs, planned capital expenditures, strategic acquisitions, maintaining targeted leverage metrics and returning capital to stockholders. The execution of repurchases may be affected by market conditions, business performance, liquidity considerations and other factors.

​

Purchase Obligations

​

We had $318.6 million of operating lease obligations as of December 31, 2025, for processing and distribution facilities, equipment, automobiles, trucks and trailers, ground leases and other leased spaces, such as depots, sales offices, storage and data centers. Our expected payments over the next 12 months under these operating leases are $81.4 million. See Note 11—“Leases” to our consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data" for information regarding the maturities of our operating lease obligations.

​

As of December 31, 2025, we had entered into contracts related to capital expenditures in the amount of $38.3 million, that is expected to be paid in 2026. Our actual capital expenditure spending over the next 12 months is ultimately dependent on market conditions, lead times and availability of property, plant and equipment when the capital project is initiated.

​

We primarily purchase and sell in the spot market and consequently our purchase orders are based on our current needs and are typically fulfilled by our vendors within short time periods (lead times). In addition, certain of our purchase orders are authorizations to purchase rather than binding contractual commitments. We do not have significant agreements for the purchase of goods specifying minimum quantities and set prices that exceed our expected requirements for three months. The total amount of minimum commitments based on current pricing is estimated at approximately $182.2 million, with amounts in 2026, 2027 and thereafter being $165.5 million, $5.3 million and $11.4 million, respectively.

​

We have other contractual commitments under long-term service agreements, totaling $69.5 million as of December 31, 2025, with amounts in 2026, 2027 and thereafter being $32.8 million, $23.7 million and $13.0 million, respectively.

​

Goodwill and Other Intangible Assets

​

We have one reporting unit for goodwill impairment testing purposes. There have been no changes in our reportable segments; we have one reportable segment—metals service centers.

​

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.17 billion as of December 31, 2025, or approximately 21% of total assets and 30% of total equity. Additionally, other intangible assets amounted to $960.1 million as of December 31, 2025, or approximately 9% of total assets and 13% of total equity. Goodwill and other intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests based on an assessment of qualitative factors and further evaluation when certain events occur. Other intangible assets with finite useful lives are amortized over their estimated useful lives. We review the recoverability of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Refer to Critical Accounting Estimates for further information regarding judgments involved in testing for recoverability of our goodwill and other intangible assets.

​

Critical Accounting Estimates

​

Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The Company’s significant accounting policies, including recently issued accounting pronouncements, are fully described in Note 1—“Summary of Significant Accounting Policies” to our

2025 Form 10-K / 35

Table of Contents

consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data.” When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of our accounting policies are critical due to the fact that they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our most critical accounting estimates include those related to the recoverability of goodwill and other indefinite-lived intangible assets and long-lived assets. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

​

We believe the following critical accounting estimates, as discussed with our Audit Committee, affect our more significant judgments and estimates used in preparing our consolidated financial statements. There have been no material changes made to the critical accounting estimates during the periods presented in the consolidated financial statements.

​

Goodwill and Other Indefinite-Lived Intangible Assets

​

We annually test for impairment of goodwill and intangible assets deemed to have indefinite lives and, between annual tests, whenever significant events or changes occur, based on an assessment of qualitative factors to determine if it is more likely than not that the fair value is less than the carrying value. The qualitative factors we review include a decline in our stock price and market capitalization, a decline in the market conditions of our products and viability of end markets, and developments in our business and the overall economy. We make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets, including calculating the fair value of a reporting unit using the discounted cash flow method, as necessary. We perform the required annual goodwill and indefinite-lived intangible asset impairment test as of November 1 of each year. No impairment of goodwill was determined to exist during the periods presented in the consolidated financial statements. We recorded impairment losses on our intangible assets with indefinite lives in the amount of $9.9 million and $11.2 million in 2025 and 2024, respectively. No impairment of intangible assets with indefinite lives was recognized in 2023. See Note 8—“Intangible Assets, Net” of Part II, Item 8, “Financial Statements and Supplementary Data” for further details of our impairment losses.

​

Long-Lived Assets

​

We periodically review the recoverability of our other long-lived assets, primarily property, plant and equipment and intangible assets subject to amortization. The evaluation is performed at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets. An impairment loss may be recognized if the estimated undiscounted cash flows are less than the carrying amount of the assets. We must make assumptions regarding estimated future cash flows and other factors to estimate the fair value of the respective assets to determine the amount of the impairment loss. If these estimates or their related assumptions change in the future, we may be required to record impairment charges. We didn’t recognize any impairment losses for long-lived assets in 2025 and 2023. We recorded $0.5 million of impairment losses on property, plant and equipment in 2024.

​

Impairment tests inherently involve judgments as to assumptions about expected future cash flows and the impact of market conditions on those assumptions. Additionally, considerable declines in the market conditions for our products from current levels as well as in the price of our common stock could also significantly impact our impairment analyses. An impairment charge, if incurred, could be material.

​

36 / 2025 Form 10-K

Table of Contents