What changed in this filing

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Item 1. Financial Statements

2025-10-28 compared with 2025-07-30 · 93 added, 64 removed, 346 unchanged (31% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Costs and expenses:

5 unchanged sentences

Interest expense

Other income, net

Other (income) expense, net

Income before income taxes

9 unchanged sentences

Three Months Ended

Six Months Ended

Other comprehensive income (loss):

Foreign currency translation gain (loss)

Nine Months Ended

September 30,

Other comprehensive (loss) income:

Foreign currency translation (loss) gain

Postretirement benefit plan adjustments, net of tax

Total other comprehensive income (loss)

Total other comprehensive (loss) income

Comprehensive income

5 unchanged sentences

(in millions, except number of shares which are reflected in thousands and par value)

September 30,

Current assets:

17 unchanged sentences

Current maturities of operating lease liabilities

Income taxes payable

Total current liabilities

21 unchanged sentences

(in millions)

Six Months Ended

Nine Months Ended

September 30,

Operating activities:

32 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Total equity, beginning balance

3 unchanged sentences

Taxes paid related to net share settlement of restricted stock units

Repurchase of common shares

Share repurchases

Ending balance

5 unchanged sentences

Taxes paid related to net share settlement of restricted stock units

Repurchase of common shares

Share repurchases

Excise tax on repurchase of common shares

2 unchanged sentences

Beginning balance

Other comprehensive income (loss)

Other comprehensive (loss) income

Ending balance

45 unchanged sentences

2024, with cash on hand.

Included in our net sales for the first six months of 2025 and 2024 were combined net sales of $ 193.9 million and $ 115.1 million, respectively, from our 2024 acquisitions.

Included in our net sales for the nine months ended September 30, 2025 and 2024 were combined net sales of $ 294.3 million and $ 203.9 million, respectively, from our 2024 acquisitions.

Our 2024 acquisitions have increased our capacity and enhanced our product, customer and geographic diversification.

18 unchanged sentences

The accompanying consolidated statements of income include the revenues and expenses of each acquisition since its respective acquisition date.

The consolidated balance sheets reflect the allocations of each acquisition’s purchase price as of June 30, 2025.

The consolidated balance sheets reflect the allocations of each acquisition’s purchase price as of September 30, 2025.

The measurement periods for purchase price allocations do not exceed 12 months from the acquisition date.

6 unchanged sentences

P ro forma financial results reflect our consolidated results of operations as if our 2024 acquisitions had occurred as of January 1, 2023, after the effect of certain adjustments, including lease cost fair value adjustments, amortization of inventory step-down to fair value adjustments included in cost of sales, depreciation and amortization of certain identifiable property, plant and equipment and intangible assets.

Pro forma results for the second quarter and first six months of 2024 have been provided for comparative purposes only and are not indicative of what would have occurred had the 2024 acquisitions been made as of January 1, 2023 or of any potential results which may occur in the future.

Pro forma net sales were $ 3,648.0 million and $ 7,394.5 million for the second quarter and first six months of 2024, respectively.

The differences between our reported and pro forma results for the second quarter and first six months of 2024 were not significant.

Pro forma results for the third quarter and nine months ended September 30, 2024 have been provided for comparative purposes only and are not indicative of what would have occurred had the 2024 acquisitions been made as of January 1, 2023 or of any potential results which may occur in the future.

Pro forma net sales were $ 3,422.4 million and $ 10,816.9 million for the third quarter and nine months ended September 30, 2024, respectively.

The differences between our reported and pro forma results for the third quarter and nine months ended September 30, 2024 were insignificant.

The following table presents our net sales disaggregated by product and service:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in millions)

5 unchanged sentences

Property, plant and equipment, net consists of the following:

September 30,

(in millions)

4 unchanged sentences

Property, plant and equipment, net

As of June 30, 2025 and December 31, 2024, noncash investing activity included $ 5.7 million and $ 7.3 million of capital expenditures, respectively, included in accounts payable and accrued expenses.

As of September 30, 2025 and December 31, 2024, noncash investing activity included $ 6.3 million and $ 7.3 million of capital expenditures, respectively, included in accounts payable and accrued expenses.

The change in the carrying amount of goodwill is as follows:

2 unchanged sentences

Purchase price allocation adjustments

Effect of foreign currency translation

Balance as of June 30, 2025

We had no accumulated impairment losses related to goodwill as of June 30, 2025 and December 31, 2024.

Foreign currency translation

Balance as of September 30, 2025

We had no accumulated impairment losses related to goodwill as of September 30, 2025 and December 31, 2024.

Intangible Assets, Net

Intangible assets, net consisted of the following:

June 30, 2025

September 30, 2025

December 31, 2024

10 unchanged sentences

Amortization expense

Effect of foreign currency translation

Balance as of June 30, 2025

Foreign currency translation

Balance as of September 30, 2025

The following is a summary of estimated future amortization expense:

(in millions)

2025 (remaining six months)

2025 (remaining three months)

Debt consisted of the following:

September 30,

(in millions)

Unsecured revolving credit facility maturing September 10, 2029

Senior unsecured notes, interest payable semi-annually at 1.30 %, effective rate of 1.53 %, maturing August 15, 2025

Unsecured term loan due August 14, 2028

Senior unsecured notes, interest payable semi-annually at 1.30 %, effective rate of 1.53 %, repaid August 15, 2025

Senior unsecured notes, interest payable semi-annually at 2.15 %, effective rate of 2.27 %, maturing August 15, 2030

3 unchanged sentences

Total long-term debt

The weighted average effective interest rates on the Company’s outstanding borrowings as of June 30, 2025 and December 31, 2024 were 3.48 % and 3.02 %, respectively.

Unsecured Credit Facility

On September 10, 2024, we entered into a $ 1.5 billion unsecured five-year Second Amended and Restated Credit Agreement (“Credit Agreement”) that amended and restated our then-existing $ 1.5 billion unsecured revolving credit facility.

As of June 30, 2025, borrowings under the Credit Agreement were available at variable rates based on the Secured Overnight Financing Rate (“ SOFR ”) plus 1.00 % or the bank prime rate and we currently pay a commitment fee at an annual rate of 0.10 % on the unused portion of the revolving credit facility.

The applicable margins over SOFR and base rate borrowings, along with commitment fees, are subject to adjustment every quarter based on our total net leverage ratio, as defined in the Credit Agreement.

The weighted average effective interest rates on the Company’s outstanding borrowings as of September 30, 2025 and December 31, 2024 were 4.38 % and 3.02 %, respectively.

Unsecured Revolving Credit Facility

On September 10, 2024, we entered into a $ 1.5 billion unsecured five-year revolving credit facility (“Credit Agreement”) that amended and restated our then-existing $ 1.5 billion unsecured revolving credit facility.

As of September 30, 2025, borrowings under the Credit Agreement were available at variable rates based on the Secured Overnight Financing Rate (“ SOFR ”) plus 1.00 % or the bank prime rate and we currently pay a commitment fee at an annual rate of 0.10 % on the unused portion of the revolving credit facility.

The applicable margins over SOFR and prime rate borrowings, along with commitment fees, are subject to adjustment every quarter based on our total net leverage ratio, as defined in the Credit Agreement.

All borrowings under the Credit Agreement may be prepaid without penalty.

The weighted average interest rate on borrowings outstanding on the revolving credit facility was 5.38 % as of June 30, 2025.

The weighted average interest rate on borrowings outstanding on the revolving credit facility was 5.27 % as of September 30, 2025.

We had no outstanding borrowings under the revolving credit facility as of December 31, 2024.

We had $ 1.1 million of letters of credit outstanding under the revolving credit facility as of June 30, 2025 and December 31, 2024.

We had $ 1.1 million of letters of credit outstanding under the revolving credit facility as of September 30, 2025 and December 31, 2024.

Unsecured Term Loan

On August 14, 2025, we entered into a $ 400.0 million unsecured Term Loan Agreement (“Term Loan”) maturing August 14, 2028.

The proceeds were used to repay our $ 400.0 million senior unsecured notes maturing August 15, 2025.

As of September 30, 2025, the borrowing under the Term Loan bore interest at SOFR plus 0.75 %.

The applicable interest rate margin over SOFR is subject to adjustment every quarter based on our total net leverage ratio that is defined similarly as in our Credit Agreement.

The outstanding balance under the Term Loan can be prepaid without penalty.

The interest rate on the outstanding balance of the term loan was 4.90 % as of September 30, 2025.

Senior Unsecured Notes

On August 15, 2025, we repaid, at maturity, the $ 400.0 million aggregate outstanding principal amount of our 1.30 % unsecured senior notes with the proceeds from the Term Loan.

Under the indentures for each series of our senior notes (the “indentures”), the notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations.

2 unchanged sentences

We have a $ 50.0 million standby letters of credit/letters of guarantee agreement with one of the lenders under our Credit Agreement.

We had $ 29.3 million and $ 29.2 million outstanding under this facility as of June 30, 2025 and December 31, 2024, respectively.

The Credit Agreement and the indentures include customary representations, warranties, covenants and events of default provisions.

The covenants under the Credit Agreement include, among other things, a financial maintenance

covenant that requires us to comply with a maximum total net leverage ratio.

We were in compliance with the financial maintenance covenant in our Credit Agreement as of June 30, 2025.

We had $ 35.1 million and $ 29.2 million outstanding under this facility as of September 30, 2025 and December 31, 2024, respectively.

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.

We were in compliance with the financial maintenance covenant under our Credit Agreement and Term Loan as of September 30, 2025.

Our metals service center leases are comprised of processing and distribution facilities, equipment, automobiles, trucks and trailers, ground leases and other leased spaces, such as depots, sales offices, storage and data centers.

5 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in millions)

4 unchanged sentences

Supplemental cash flow and balance sheet information is presented below:

Six Months Ended

Nine Months Ended

September 30,

(in millions)

2 unchanged sentences

Right-of-use assets obtained in exchange for operating lease obligations

September 30,

Other lease information:

1 unchanged sentence

Weighted average discount rate—operating leases

Maturities of operating lease liabilities as of June 30, 2025 are as follows:

Maturities of operating lease liabilities as of September 30, 2025 are as follows:

(in millions)

2025 (remaining six months)

2025 (remaining three months)

Total operating lease payments

1 unchanged sentence

Total operating lease liabilities

Our effective income tax rates for the second quarter and first six months of 2025 were 23.0 % and 23.3 %, respectively, compared to 23.3 % for the same 2024 periods.

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.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted.

Our effective income tax rate for the third quarters and nine months ended September 30, 2025 and 2024 was 23.3 %.

The difference between our effective income tax rate and the U.S.

federal statutory rate of 21.0 % was mainly due to state income taxes.

On July 4, 2025, the One Big Beautiful Bill Act was enacted.

The law included, among other things, 100% bonus depreciation for qualified assets and new limitation on the deductibility of charitable donations.

We do not expect the law will have a material impact on our effective tax rate.

However, we anticipate the bonus depreciation will impact our deferred income taxes and income tax payments.

We do not expect the law will have a significant impact on our effective tax rate.

However, we anticipate the bonus depreciation will impact our deferred income taxes and decrease our income tax payments in the short term.

Stock-Based Compensation Plans

3 unchanged sentences

The fair values of the RSUs, PSUs and stock awards are determined based on the closing stock price of our common stock on the grant date.

A summary of the status of our unvested RSUs and PSUs as of June 30, 2025 and changes during the first six months of 2025 is as follows:

The following summarizes the activity of our unvested RSUs and PSUs for the nine months ended September 30, 2025:

Aggregate Units

1 unchanged sentence

Cancelled or forfeited

Unvested as of June 30, 2025

Unvested as of September 30, 2025

Shares reserved for future issuance (all plans)

(1) Comprised of 96,973 RSUs and 65,927 PSUs granted in February 2025;

and 509 RSUs granted in May 2025.

509 RSUs granted in May 2025;

and 2,261 RSUs and 2,261 PSUs granted in July 2025.

The RSUs cliff vest on December 1, 2027 and the PSUs vest upon the completion of a 3 -year performance period ending December 31, 2027 .

As of June 30, 2025, there was $ 89.2 million of total unrecognized compensation cost related to unvested RSUs and PSUs that is expected to be recognized, net of actual forfeitures and cancellations, over a weighted average period of 1.9 years.

As of September 30, 2025, there was $ 73.8 million of total unrecognized compensation cost related to unvested RSUs and PSUs that is expected to be recognized, net of actual forfeitures and cancellations, over a weighted average period of 1.8 years.

We have paid regular quarterly cash dividends on our common stock for 66 consecutive years.

Our Board of Directors increased the quarterly dividend from $ 1.00 per share to $ 1.10 per share in February 2024 and to $ 1.20 per share in February 2025.

The holders of Reliance common stock are entitled to one vote per share on each matter submitted to a vote of stockholders.

On July 22, 2025 , our Board of Directors declared the 2025 third quarter cash dividend of $ 1.20 per share of common stock, payable on August 29, 2025 to stockholders of record as of August 15, 2025 .

On October 10, 2025 , our Board of Directors declared the 2025 fourth quarter cash dividend of $ 1.20 per share of common stock, payable on December 5, 2025 to stockholders of record as of November 21, 2025 .

Share Repurchases

On October 22, 2024, our Board of Directors amended our share repurchase program to replenish the repurchase authorization to $ 1.5 billion .

As of September 30, 2025, we had remaining authorization to repurchase $ 963.6 million of our common stock under our $ 1.5 billion share repurchase program authorized by our Board of Directors on October 22, 2024 .

The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

Repurchased and subsequently retired shares are restored to the status of authorized but unissued shares.

Our share repurchase activity during the first six months of 2025 and 2024 was as follows:

Our share repurchase activity during the nine months ended September 30, 2025 and 2024 was as follows:

(in millions)

2 unchanged sentences

Second quarter

The table above excludes shares withheld related to net share settlements upon the vesting of RSUs and PSUs to settle employees’ tax withholding obligations of $ 11.6 million and $ 24.1 million in the first six months of 2025 and 2024, respectively.

Third quarter

The table above excludes shares withheld related to net share settlements upon the vesting of RSUs and PSUs to settle employees’ tax withholding obligations of $ 11.8 million and $ 29.6 million in the nine months ended September 30, 2025 and 2024, respectively.

Accumulated Other Comprehensive Loss

9 unchanged sentences

Current-period change

Balance as of June 30, 2025

Balance as of September 30, 2025

Foreign currency translation adjustments have not been adjusted for income taxes.

Pension and postretirement benefit plan adjustments are net of deferred tax liabilities of $ 1.0 million as of June 30, 2025 and December 31, 2024.

Pension and postretirement benefit plan adjustments are net of deferred tax liabilities of $ 1.0 million as of September 30, 2025 and December 31, 2024.

Pension and postretirement benefit plan adjustments are amortized over service periods and reflected in the amortization of net loss component of our net periodic benefit cost or recognized as a non-operating gain or loss as result of plan settlements.

15 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in millions, except number of shares which are reflected in thousands and per share amounts)

4 unchanged sentences

Earnings per share attributable to Reliance stockholders:

The computations of diluted earnings per share using the treasury stock method for the first six months of 2025 and 2024 do not include 99,994 and 56,217 weighted average shares, respectively, in respect of outstanding RSUs and PSUs, because their inclusion would have been anti-dilutive.

The computations of diluted earnings per share using the treasury stock method for the nine months ended September 30, 2025 and 2024 do not include 67,801 and 39,716 weighted average shares, respectively, in respect of outstanding RSUs and PSUs, because their inclusion would have been anti-dilutive.

Segment Information

6 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

(in millions)

5 unchanged sentences

Income tax provision

Consolidated net income

Other Segment Disclosures:

Purchases of property, plant and equipment

(1) Other segment items included in Segment net income mainly includes warehousing and delivery costs, which include among others, third-party freight, gas and oil, utilities & rent, plant supplies, and repairs and maintenance.

(1) Other segment items mainly consist of warehousing and delivery costs, which include among others, third-party freight, gas and oil, utilities & rent, plant supplies, and repairs and maintenance.

RELIANCE, INC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements