RELIANCE, INC. (RS) Business

ITEM 1. BUSINESS

​

Reliance operates a network of companies providing diversified metal solutions and is the largest metals service center company in North America (U.S. and Canada) based on revenues, with 2025 net sales of $14.29 billion.

​

We have been in business over 85 years since our original organization on February 3, 1939, operating a single metals service center in Los Angeles, California fabricating steel reinforcing bar. Our common stock has traded on the New York Stock Exchange (“NYSE”) for over 30 years under the symbol “RS” since our September 16, 1994 initial public offering.

​

We believe we have a unique and sustainable business model predicated on the following key attributes:

​

As of December 31, 2025, we operated through a network of approximately 310 locations in 41 U.S. states and 10 foreign countries. We distribute a full line of over 100,000 metal products, including alloy, aluminum, brass, copper, carbon steel, stainless steel, titanium and other specialty steel products.

​

We service more than 125,000 customers in a variety of industries, including consumer products, general manufacturing, non-residential construction (including infrastructure and renewable energy), transportation (rail, truck trailer and shipbuilding), aerospace (commercial, military, defense and space), energy (oil and natural gas), electronics and semiconductor fabrication, industrial machinery and heavy industry (agricultural, construction and mining equipment). We also service the auto industry, primarily through our toll processing operations where we process customer-owned metal for a fee.

​

We believe that our diversification by product, end market and geography help mitigate volatility in metals pricing and changing end market conditions. We are not dependent on any particular customer or industry because we process and distribute a broad variety of metals. This diversity of product type and material reduces our exposure to fluctuations or other weaknesses in the financial stability of particular customers or industries. We are also less dependent on any particular suppliers as a result of our product diversification. We believe our diversification strategy has contributed to our ability to remain profitable every year since our initial public offering in 1994, even during recessions and a global pandemic. In 2025, our net sales increased 3.3% compared to 2024 and our tons sold increased 6.2%. The increase in the Company’s tons sold in 2025 significantly outperformed the industry-wide decline of 1.0% reported by the Metals Service Center Institute (“MSCI”) by over 7 percentage points. We believe our ability to continue to grow our tons sold even in periods where overall industry volumes decline has been supported by our scale, processing capabilities, customer service levels, product and geographic diversity.

​

We believe that our focus on small order sizes and customer service, including inventory availability and quick turnaround, earns customer loyalty, and, along with our growth and diversification strategy, has been instrumental in our ability to produce industry-leading operating results. In 2025, we delivered approximately 40% of our orders within 24 hours and maintained a high level of customer retention, with over 90% of our sales orders received from repeat customers.

​

We provide a wide variety of processing services to meet our customers’ specifications and deliver products to fabricators, manufacturers and other end users. We believe that few other metals service centers offer the breadth of processing services and metals that we provide. Our primary processing services range from cutting, leveling or sawing to more complex processes such as machining or electropolishing. We typically stock standard size and grade metal products that can be processed into many different sizes to meet the needs of many different customers, and we generally only process specific metals to non-standard sizes pursuant to customer purchase order specifications.

2025 Form 10-K / 1

Table of Contents

​

Over the past several years, we have increased the amount of value-added processing services we provide through acquisitions and significant investments in new equipment. We believe expanding our value-added capabilities (including toll processing) and increasing the mix of higher margin orders that include value-added processing can mitigate volatility in our profitability during periods of unfavorable metals demand and/or raw material pricing.

​

According to the MSCI reporting of industry tons sold in the U.S., our 2025 tons sold from our U.S. locations represented approximately 17% of the total tons sold by the U.S. metals service center industry compared to approximately 15% for 2024, reflecting our position as the industry leader in a highly fragmented market. We believe our relatively low market share in the highly fragmented metals service center industry leaves significant opportunity for further strategic growth.

​

We primarily operate in the spot market for both the purchase and sale of our products. We believe we have the ability to quickly adjust our selling prices in response to increases in raw material costs that are demand-driven in order to maintain consistency in our gross profit margin as only a small portion of our business is subject to long-term contractual pricing arrangements.

​

We strategically source the vast majority of our metal purchases from domestic producers and believe we are one of the largest customers of the North American primary metals producers (“mills”). We believe that our significant scale and long-standing relationships with our mill suppliers enable significant purchasing power and product availability in all market conditions and promote effective management of our inventories.

​

We promote collaboration across our operations and encourage our businesses to work together to leverage the larger Reliance resources and capabilities to pursue and grow commercial and sales opportunities, better manage inventories, provide career advancement opportunities for our employees, and share best practices.

​

Our business is relationship-based, and we operate under the following trade names:

​

2 / 2025 Form 10-K

Table of Contents

2025 Form 10-K / 3

Table of Contents

​

We have one reportable segment—metals service centers. Further information about our reportable segment, including geographic information, appears in Note 19—“Segment Information” to our consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data.”

​

Industry Overview

​

Metals service centers acquire carbon steel, aluminum, stainless steel, alloy, and other metal products from mills and then process and distribute these materials to meet customer specifications.

​

Customers purchase metal products from metals service centers for a variety of reasons, including the ability to obtain value-added metals processing services, readily available inventory, reliable and timely delivery, flexible minimum order size, and quality control. Many customers deal exclusively with service centers because the quantities of metal products that they purchase are smaller than the minimum order sizes specified by mills or because those customers require intermittent deliveries over long or irregular periods. Metals service centers respond to a niche market created because of the focus on as-needed inventory management and materials management outsourcing in the capital goods and related industries. In general, metals service center customers have placed increased emphasis on carrying lower amounts of inventory, especially during declining price environments.

​

4 / 2025 Form 10-K

Table of Contents

Our processing services help reduce manufacturing costs by saving our customers significant time, labor and expense. Specialized metals processing equipment requires high utilization to be cost effective. We believe many manufacturers and their suppliers are not able or willing to invest in the necessary technology, equipment, and warehousing of inventory to perform efficient and effective metal processing at their own operations. Accordingly, we believe industry dynamics have created a niche in the market for metals service centers. We believe that metals service centers purchase, process and deliver metals to end-users in a more efficient and cost-effective manner than the end-user could achieve by dealing directly with the mill.

​

The measurement of our market share in the United States based on the shipment levels of the metals service center industry published by the MSCI, which does not also publish estimated industry revenues, was about 17% in 2025. We believe our relatively low market share, based on the reported shipment levels for the metals service center industry, provides us with a significant opportunity for growth.

​

We believe that metals service centers are generally less susceptible to market cycles than metals producers because service centers are generally able to pass on all or a portion of increases in metal costs to their customers. As we have limited long-term contractual business and focus on rapid inventory turnover, we believe that we are generally less vulnerable to changing metals prices than metals producers. However, fluctuations in metals pricing have a significant impact on our revenue and profit.

​

Operational Strategy

​

Our primary business strategy is to provide the highest levels of quality and service to our customers in the safest, most efficient operational manner, allowing us to maximize our financial results. The core tenets of our differentiated approach include:

​

​

​

​

​

​

2025 Form 10-K / 5

Table of Contents

​

​

Growth Strategy

​

Our growth strategy is based on increasing our operating results through organic growth activities and strategic acquisitions that enhance our product, customer and geographic diversification. We believe our focused growth strategy and high level of value-added services we provide our customers make us less vulnerable to regional or industry-specific economic volatility and somewhat lessens the negative impact of volatility experienced in commodity pricing and market cyclicality, and general economic trends.

​

We expect to continue growing our business through acquisitions and internal growth initiatives, particularly those that broaden our geographic footprint and processing capabilities in new and existing markets.

​

Sales and Marketing

​

Sales personnel are organized by division or subsidiary and fall into two groups: outside sales and inside sales. Outside sales personnel travel throughout a specified geographic territory and maintain relationships with our existing customers and develop new customers. Inside sales personnel remain at the facilities to price and write orders. Outside sales personnel generally receive incentive compensation based on the gross profit from their particular geographic territories. Inside sales personnel generally receive incentive compensation based on the gross profit and/or pretax income of their particular location.

​

We endeavor to acquire well-run businesses with strong customer relationships and solid reputations within the marketplace. Because of this, we often find value in acquired trade names and generally continue to go to market under the acquired businesses’ names and maintain their customer relationships.

​

Customers

​

Although we have many large original equipment manufacturer customers, most of our sales are to small machine shops and fabricators, in small quantities with frequent and often just-in-time deliveries, ensuring as-needed logistics and helping them manage their working capital and credit needs more efficiently. Our metals service centers wrote and delivered over 4.6 million orders during 2025 or an average of 18,110 per day, with an average price of approximately $3,120 per order. Most of our metals service center customers are located within 200 miles of the Reliance location supporting them. The proximity of our service centers to our customers helps reduce total road miles and promotes efficient routing and quick delivery. Our fleet of approximately 1,800 trucks (which are mostly leased) delivered the majority of our 2025 sales orders. We believe that our fleet of trucks enhances our ability to service many smaller customers and provide quick turnaround deliveries with approximately 40% of our orders delivered within 24 hours. We believe that maintaining our own fleet of trucks and drivers provides a competitive advantage as there has been a shortage of qualified drivers and third-party freight costs have been at elevated levels in recent years. Moreover, our order entry systems and flexible production scheduling enable us to meet customer requirements for short lead times and quick delivery. We believe providing high levels of customer service and maintaining long-term relationships with our customers significantly contributes to our success. In 2025, over 90% of the sales orders we serviced were from repeat customers, which we believe demonstrates the high level of customer satisfaction and loyalty our businesses

6 / 2025 Form 10-K

Table of Contents

earn. Our provision of reliable, prompt and efficient services and quality products at reasonable prices are important factors in maintaining and expanding these relationships.

​

We have built and opened international locations to service specific industries, typically making limited investments to support existing key U.S. customers that also operate in those international markets. Accordingly, our exposure to risks associated with such investments is minimal. Sales from our foreign operations were approximately 6% of our net sales in 2025, or $864.6 million. However, sales to international customers (based on the shipping destination) were approximately 9% of our consolidated 2025 net sales, or $1.26 billion, with sales to Canadian customers representing approximately 28%, or $347.2 million of our total international sales.

​

Customer demand changes from time to time based on, among other things, general economic conditions and industry capacity. Many of the industries in which our customers operate are cyclical in nature. We believe our large, unconcentrated customer base across a wide variety of industries somewhat mitigates earnings volatility. In addition, many of our customers are small job shops and fabricators who also have a diverse customer base and the versatility to service different end markets when an existing market slows.

​

Due to our focus on small orders, decentralized operating structure and the diversity of the markets we serve, customer concentration is not significant. Our largest customer represented 0.6% of our net sales in 2025. In 2025, we generated sales greater than $30 million from only 25 customers.

​

Suppliers

​

We strategically purchase most of our inventory from the major domestic mills. We have multiple suppliers for all of our products.

​

Because of our total volume of purchases and our long-term relationships, we believe that we are generally able to purchase inventory at the most competitive prices offered by our suppliers. We believe that our relationships provide us with an advantage in sourcing products in accelerated timeframes when needed and also allow us to more efficiently manage our inventory. We believe both our size and our long-term relationships with our suppliers continue to be important because mill consolidation has reduced the total number of available suppliers.

​

Seasonality

​

Some of our customers are in seasonal businesses, especially customers in the construction industry and related businesses. However, our overall operations have not shown any material seasonal trends because of our geographic, product and customer diversity. Typically, revenues in the months of July, November and December have been lower than in other months because of a reduced number of shipping days, resulting from holidays observed by the Company as well as vacation and extended holiday closures at some of our customers. The number of shipping days in each quarter has an impact on our quarterly sales and profitability. We cannot predict whether period-to-period fluctuations will be consistent with historical patterns. Results of any one or more quarters are therefore not necessarily indicative of annual results.

​

Competition

​

According to the MSCI reporting of U.S. metals service center industry shipments, our 2025 tons sold from our U.S. locations represented approximately 17% of the industry total, an increase from 15% in 2024.

​

The metals service center industry is highly fragmented and competitive within localized areas or regions. Many of our competitors operate single, stand-alone service centers. According to IBISWorld Inc.’s January 2026 report on the U.S. Metals Wholesaling industry (the broader industry in which metals service center companies operate), there were approximately 10,700 metal wholesaling locations operated by approximately 8,400 companies in the U.S. in 2025. Although available location data pertains only to the broader metals

2025 Form 10-K / 7

Table of Contents

wholesaling industry, which includes many businesses that are not metals service centers and therefore fall outside our acquisition focus, the highlighted fragmentation illustrates the scale of our potential growth opportunity.

​

We have numerous competitors in each of our product lines and geographic locations, and competition is most frequently local or regional. Our domestic service center competitors are generally smaller than we are, but we also face strong competition from national, regional and local independent metals distributors and the mills themselves, some of which have greater resources than we do.

​

We compete with other companies on price, service, quality, processing capability and availability of products and services. We maintain relationships with our major suppliers at the executive and local levels. We believe that this division of responsibility has increased our ability to obtain competitive prices for metals, by leveraging our total size, and to provide more responsive service to our customers by allowing our local management teams to make purchasing decisions. In addition, we believe that the size of our inventory, the diversity of metals products we have available, and the wide variety of processing services we provide distinguish us from our competition. We believe our competitors are generally unable to offer the same high-quality products and services we provide using state-of-the-art equipment and advanced technology as they do not have the financial ability or risk tolerance to invest in or grow their businesses at the same rate as Reliance. We believe our industry-leading financial results in recent years are attributable to our strong financial condition, the high quality of products and services we are able to offer as a result of our significant investments in the facilities and equipment of our existing and acquired businesses, as well as our continued focus on small order sizes with quick turnaround.

​

Human Capital

​

As of December 31, 2025, we had 15,700 employees worldwide, of which approximately 14,100 were employed in the U.S. Our total workforce of approximately 16,100 as of December 31, 2025 includes approximately 400 contract and temporary workers. Our management strategy is to align our workforce levels with the pace of business and management believes it has sufficient human capital to operate our business successfully.

​

As of December 31, 2025, approximately 11% of our employees were represented by unions under collective bargaining agreements. Approximately 2% of our employees are covered by 15 different collective bargaining agreements that expire in 2026 unless renewed. We have entered into collective bargaining agreements with 38 union locals at 46 of our locations. These collective bargaining agreements have not had a material impact on our revenues or profitability. From time to time, our collective bargaining agreements expire and come up for renegotiation.

​

To help attract and retain the best employees, we strive to offer competitive compensation and best-in-class benefits. In addition to base salaries, our compensation programs can include annual bonuses, stock-based compensation awards, a 401(k) plan with employee matching opportunities, healthcare insurance and welfare benefits, and health savings and flexible spending accounts. Our success is dependent on the knowledge, skills and abilities of our current and future leaders and we continue to invest in talent management initiatives to pursue the significant long-term potential for our continued success.

​

We seek to create an environment that values the health, safety and wellbeing of our employees, their families and the communities in which we operate and live.

​

Focus on Safety

​

The health and safety of our employees, customers, suppliers and communities is our most important core value. Our safety programs are designed around risk recognition, applied best management, leadership engagement, and compliance. Our SMART Safety program focuses on integrating a robust culture of safety

8 / 2025 Form 10-K

Table of Contents

and health across all of our operations. We are committed to eliminating serious injuries and fatalities while continually reducing minor injuries.

​

Our executive team and business leadership support an environmental, health and safety (“EHS”) management system that includes a corporate EHS Policy, minimum standards and expectations and continuous improvement goals at all of our facilities, including:

​

oImplementation of risk-based best practices, focused on our highest-risk tasks;

​

​

​

​

​

Reliance uses several indicators to assess health and safety performance. Lagging indicators include the Occupational Safety & Health Administration (“OSHA”) Total Recordable Incident Rate (“TRIR”) and Lost Time Incident Rate (“LTIR”), as well as the average Department of Transportation Recordable Accident Rate per million miles (“DOT Rate”).

​

Our focus on safety is evident in our 2025 TRIR, which is lower than the MSCI average of 3.19 as reported in their most recent survey conducted in 2024. A lower TRIR means that fewer people are injured on the job, and fewer lives are negatively impacted. We have not identified a universally accepted and annually updated benchmarking standard for DOT Rate.

​

Quality Control

​

Procuring high-quality metal from suppliers on a consistent basis is critical to our business. We maintain strict quality control measures to ensure that the quality of purchased raw materials will enable us to meet our customers’ specifications and to reduce the costs of production interruptions. In certain instances, including at a customer’s request, we perform physical and chemical analyses on selected raw materials, typically through a third-party testing lab, to verify that mechanical and dimensional properties, cleanliness and surface characteristics meet our requirements and our customers’ specifications. We also conduct certain analyses of surface characteristics on selected processed metal before delivery to the customer. We believe that maintaining high standards for accepting metals ultimately results in reduced return rates from our customers.

​

We maintain various quality certifications throughout our operations. Over half of our operating locations have earned International Organization for Standardization (ISO 9001:2015) certifications. Many of our locations maintain additional certifications specific to the industries they serve, such as aerospace, auto, nuclear, and others, including certain international certifications.

​

​

2025 Form 10-K / 9

Table of Contents

Government Regulation

​

Our operations are also subject to laws and regulations relating to workplace safety and worker health, principally OSHA and related regulations, which, among other requirements, establish noise, dust and safety standards. We maintain comprehensive health and safety policies and train employees to follow established safety practices.

​

We are subject to the conflict mineral provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. We are required to undertake due diligence, disclose and report whether the products we sell originate from the Democratic Republic of Congo and adjoining countries. We verify with our suppliers the origins of all metals used in our products.

​

Our international sales and operations subject us to various countries’ trade regulations concerning the import and export of materials and finished products. Our operations are subject to the laws and regulations of the jurisdictions in which we conduct our business that seek to prevent corruption and bribery in the marketplace, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the United Kingdom’s Bribery Act 2010. We have developed and implemented company-wide export and anti-corruption policies designed to provide our employees with clear statements of our compliance requirements and ensure compliance with applicable export and anti-corruption regulations. For information about risks related to government regulation, please see the risk factors set forth under the caption Item 1A. “Risk Factors” including the Risk Factors captioned “We are subject to various environmental, employee safety and health, and customs and export laws and regulations, which could subject us to significant liabilities and compliance expenditures;” and “We operate internationally and are subject to changes in tax rates, exchange rate fluctuations, exchange controls, political risks and other risks relating to international operations.”

​

Environmental

​

We are not a metals producer or mill – we operate metals service centers that process and distribute metal products. We believe that circularity and low emissions are key attributes of our business model.

​

The overwhelming majority of our operations involve the processing and distribution of aluminum and steel products that we believe are highly recyclable and supportive of circular manufacturing. These materials are among the most commonly-recycled materials on the planet—more than plastic, paper, and glass combined each year— and can be 100% recycled without loss of quality. We reintroduced approximately 259,000 tons of recycled scrap material into the manufacturing life cycle in 2025. As a distributor and “first-stage” processor of metal products, our operations, by their nature, have a limited environmental impact as we do not emit significant amounts of carbon dioxide or other greenhouse gases.

​

We continue to evaluate and implement energy conservation and other initiatives to reduce the environmental impact of our business. However, enactment of more stringent environmental regulations could have an adverse impact on our financial results. In addition, the manufacture and production of the materials we source from mills can be a carbon-intensive activity, and adoption of more stringent carbon regulations or policies may increase the prices of these materials.

​

As a processor and distributor of metals, and not a producer, we acknowledge and embrace our role in protecting the environment and continue to assess our impacts. In order to align our environmental initiatives with our broader strategy, we completed a materiality assessment to determine the environmental matters that are most critical to our business and our stakeholders. As a result of the materiality assessment, we determined that the most material environmental issues to our business are: (i) emissions from company-owned trucks that deliver our products; and (ii) our overall energy usage (e.g. fuel and electricity). We expect to update this materiality assessment on a periodic basis to ensure it reflects changes in our business and the external environment.

​

10 / 2025 Form 10-K

Table of Contents

In addition, prolonged disruption in the supply and/or distribution of metals due to weather, climate change or, natural disasters connected to climate change could increase costs, limit the availability of materials critical to our operations and have a significant impact on operating results.

​

Available Information

​

We may use our website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at www.reliance.com, and our investors relations website, https://investor.reliance.com.

​

At our investor relations website, we make available, free of charge, a variety of information for investors, including access to our financial reports, including Form 10-K, Form 10-Q, and current reports on Form 8-K, after we file or furnish them with the SEC and they are available on the SEC's website at www.sec.gov. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Investor Email Alerts” section under “Resources” at https://investor.reliance.com.

​

At our investor relations website, we webcast our earnings calls and certain investor events we participate in. Information about Reliance’s ESG-related programs and initiatives is available under the “ESG” section of the Company’s website. Additional corporate governance information, including our restated certificate of incorporation, amended and restated bylaws, principles of corporate governance, Board committee charters, code of conduct and anti-bribery and anti-corruption policy, is available under Governance in the “Investors” section of the Company’s website. We encourage investors to visit our website.

​

The information found on these websites is not incorporated into this Annual report on Form 10-K or in any other report or document we file with the SEC, and any references to website URLs are intended to be inactive textual references only.

​

2025 Form 10-K / 11

Table of Contents

​