What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-28 compared with 2025-07-30 · 113 added, 99 removed, 108 unchanged (66% of the section changed)

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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 due to, among other factors, U.S.

and foreign trade policies and the related impact on economic conditions, inflation and the likelihood of an economic recession that could materially impact us, our customers and suppliers, metals pricing, and demand for our products and services;

changes in domestic and worldwide political and economic conditions including inflation, U.S.

and foreign trade policies, slowing economic growth or other macroeconomic factors that could materially impact us, our customers and suppliers, metals pricing, and demand for our products and services;

and foreign trade policies specifically affecting metals product markets and pricing;

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Results of Operations

The following sets forth certain income statement data for the second quarters and first six months of 2025 and 2024 (dollars are shown in millions, except per share amounts, and certain percentages may not calculate due to rounding):

The following sets forth certain income statement data for the three and nine months ended September 30, 2025 and 2024, respectively (dollars are shown in millions, except per share amounts, and certain percentages may not calculate due to rounding):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

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

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Diluted earnings per share attributable to Reliance stockholders

(1) Cost of sales in the second quarter and first six months of 2025 included $6.3 million and $8.1 million of restructuring charges, respectively.

(1) Cost of sales in the third quarter and nine months ended September 30, 2025 included $0.8 million and $8.9 million of restructuring charges, respectively, compared to $1.7 million in the 2024 periods.

(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.

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Gross profit and gross profit margin, as presented, are not necessarily comparable with similarly titled measures for other companies.

Demand in the second quarter and first six months of 2025 was healthy in the majority of the end markets we serve, most notably in non-residential construction, despite the current uncertain trade environment.

Our second quarter of 2025 tons sold were a second-quarter record following record quarterly tons sold in the first quarter of 2025;

however, our operating results declined year-over-year mainly due to lower average selling prices.

The declining metals pricing trend we experienced throughout 2024 and into February 2025 reversed in March 2025 when trade actions were announced.

Given the strong tariff-driven momentum of both demand and metals pricing near the end of the first quarter of 2025, pricing for many carbon steel and aluminum products peaked in April, then declined for the remainder of the second quarter.

Tons sold in the second quarter and first six months of 2025 were at record levels, with tons sold increasing 4.0% and 6.4%, respectively, compared to the same periods in 2024.

We believe our broad range of product and service offerings to diverse industries, expansive value-added processing capabilities, focus on smart, profitable growth, and long-standing relationships with our domestic mill suppliers supported the increases in our tons sold.

Compared to the second quarter of 2024, our increase in tons sold in the second quarter of 2025 surpassed the industry-wide decline of 3.1% reported by the Metals Service Center Institute (“MSCI”) by over seven percentage points.

Our gross profit margin of 29.7% for the second quarter and first six months of 2025 remained strong and within our estimated sustainable range despite significant metals pricing volatility.

Our same-store SG&A expense for the second quarter and first six months of 2025 increased $34.6 million, or 5.3%, and $30.3 million, or 2.3%, respectively, compared to the same periods in 2024 mainly due to inflationary wage adjustments, increased variable warehousing expenses and delivery expenses associated with increases in our tons sold.

On a per ton basis, our same-store SG&A expense for the second quarter of 2025 increased only 1.0% while declining 2.5% for the first six months of 2025, compared to the same periods in 2024.

Cash flow from operations of $293.5 million in the first six months of 2025 decreased from $492.6 million in the same period in 2024 mainly due to lower net income and an increase in working capital investment.

Consistent with higher seasonal volume trends, we typically invest in working capital in the first six months.

The rising metals pricing environment in the first six months of 2025 also required a greater investment in working capital than in the same period in 2024 in which metals prices were declining.

Returns to stockholders in the first six months of 2025 totaled $461.4 million, comprised of $333.1 million of share repurchases and $128.3 million of cash dividends, compared to $647.2 million in the same period in 2024, comprised of $519.3 million of share repurchases and $127.9 million of cash dividends.

Cash used in investing activities in the first six months of 2025 was mainly comprised of organic growth activities related to capital expenditures of $174.5 million in the first six months of 2025, which declined from $206.9 million in the first six months of 2024.

In the first six months of 2025, we did not complete any new acquisitions compared to three acquisitions completed for $346.5 million in the first six months of 2024.

We experienced growth in shipments across most of the end markets we serve during the third quarter and nine months ended September 30, 2025, with non-residential construction showing particular resilience despite ongoing uncertainty around North American trade policy.

Tons sold increased 6.2% compared to the third quarter of 2024 to a third-quarter record, maintaining our year-to-date tons sold at a record level.

However, our operating results for both the three and nine-month periods declined year-over-year due to lower gross profit margin and higher SG&A expense.

Compared to the third quarter of 2024, the increase in our tons sold in the third quarter of 2025 surpassed the industry-wide decline of 2.9% reported by the Metals Service Center Institute (“MSCI”) by approximately nine percentage points.

We believe our scale, product and end market diversity, and exceptional customer service, including next day delivery and

extensive value-added processing capabilities, were instrumental in outperforming our competition and capturing significant market share during these uncertain times.

Gross profit margins for the third quarter and nine months ended September 30, 2025 were 28.3% and 29.2%, respectively, down 1.1 and 0.9 percentage points from the same periods in 2024, respectively.

While tariffs imposed in the first half of 2025 initially supported higher selling prices, this positive impact was short-lived as the price increases were not demand driven, leading to short-term gross margin pressure–particularly for carbon steel products which represent the majority of our sales.

Our same-store SG&A expense increased 5.1% for the third quarter of 2025 and 3.2% for the nine months ended September 30, 2025 compared to the prior-year periods.

Our SG&A expense increases reflected inflationary wage adjustments and increased variable warehousing and delivery expenses associated with increases in tons sold.

Our third quarter of 2025 same-store SG&A expense increase also was impacted by higher incentive-based compensation as a result of an approximately 30% increase in first-in, first-out (“FIFO”) pretax income profitability.

Cash flow from operations of $555.3 million in the nine months ended September 30, 2025 decreased from $956.5 million in the same period in 2024 mainly due to an increase in working capital.

The significant increase in tons sold during a rising metals pricing environment required a substantial investment in working capital.

In contrast, the same period in 2024 saw declining metals prices and a more modest increase in volume, resulting in a lower working capital requirement.

Returns to our stockholders in the nine months ended September 30, 2025 of $585.2 million declined from $1.14 billion in the same period in 2024 due to a decrease in share repurchases and relatively consistent cash dividends despite dividends per share increasing 9.1% in the first quarter of 2025.

Our spending on growth-related activities decreased significantly during the nine months ended September 30, 2025 compared to the same period in 2024, which included $366.7 million spent on four acquisitions.

No acquisitions were completed during the 2025 period.

Our organic growth activities related to capital expenditures in the nine months ended September 30, 2025 were $255.7 million, which declined $64.0 million from the same period in 2024.

2024 Acquisitions

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and certain assets of the FerrouSouth division of Ferragon Corporation on August 16, 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.

Second Quarter and Six Months Ended June 30, 2025 Compared to Second Quarter and Six Months Ended June 30, 2024

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.

Third quarter and Nine Months Ended September 30, 2025 Compared to Third quarter and Nine Months Ended September 30, 2024

September 30,

(dollars in millions)

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Net sales, same-store (three months ended)

Net sales (six months ended)

Net sales, same-store (six months ended)

Net sales (nine months ended)

Net sales, same-store (nine months ended)

September 30,

(tons in thousands)

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Tons sold, same-store (three months ended)

Tons sold (six months ended)

Tons sold, same-store (six months ended)

Tons sold (nine months ended)

Tons sold, same-store (nine months ended)

September 30,

Average selling price per ton sold (three months ended)

Average selling price per ton sold, same-store (three months ended)

Average selling price per ton sold (six months ended)

Average selling price per ton sold, same-store (six months ended)

Our tons sold and average selling price per ton sold exclude our toll processed tons.

Average selling price per ton sold (nine months ended)

Average selling price per ton sold, same-store (nine months ended)

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.

We grew our tons sold in the second quarter and first six months of 2025 to record levels.

Our tons sold increases reflect healthy demand in the majority of the end markets we serve, most notably in non-residential construction, despite an uncertain trade environment.

Compared to the second quarter of 2024, our tons sold increase in the second quarter of 2025 surpassed the industry-wide decline of 3.1% reported by the MSCI by over seven percentage points.

Net sales for the first six months of 2025 decreased year-over-year due to a lower average selling price per ton sold.

Net sales for the third quarter of 2025 increased year-over-year due to record third-quarter tons sold and a moderate increase in average selling price per ton sold.

Our tons sold in the nine months ended September 30, 2025 were at a record level.

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 differentiated 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 tons sold increase in the third quarter of 2025 which surpassed the industry performance reported by the MSCI by approximately nine 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.

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Three Months Ended

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

Average Selling

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Stainless steel

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

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

Cost of Sales and Gross Profit

September 30,

(dollars in millions)

Cost of sales (three months ended)

Cost of sales (six months ended)

Cost of sales (nine months ended)

Gross profit (three months ended)

Gross profit (six months ended)

Gross profit (nine months ended)

LIFO expense (income), included in cost of sales (three months ended)

LIFO expense (income), included in cost of sales (six months ended)

The decrease in gross profit for the first six months of 2025 compared to the same period in 2024 was mainly due to a lower average selling price per ton sold that outweighed an increase in tons sold to record levels.

We record, in cost of sales, non-cash adjustments to our LIFO method inventory valuation reserve that, in effect, reflects cost of sales at current replacement costs.

The changes in LIFO expense (income) were due to the rising metals pricing environment in the first six months of 2025 compared to the declining metals pricing trend in the same period in 2024.

As of June 30, 2025, the inventory caption in our consolidated balance sheet includes a LIFO method inventory valuation reserve of $484.9 million.

Our gross profit margins in the second quarter and first six months of 2025 remained strong and within our estimated sustainable range despite significant metals pricing volatility.

See “Net Sales” above for trends in both demand and costs of our products, and product pricing.

LIFO expense (income), included in cost of sales (nine months ended)

The changes in gross profit for the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024 were mainly due to changes in our average selling price per ton sold.

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 changes in LIFO expense (income) were due to the rising metals pricing environment in the nine months ended September 30, 2025 compared to the declining metals pricing trend in the same period in 2024.

As of September 30, 2025, the inventory caption in our consolidated balance sheet includes a LIFO method inventory valuation reserve of $509.9 million.

See “ Overview ” above for discussion of ongoing North American trade policy uncertainty and its impact on our gross profit margin and “Net Sales” above for discussion of trends in both demand and costs of our products, and product pricing.

September 30,

(dollars in millions)

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SG&A expense, same-store (three months ended)

SG&A expense (six months ended)

SG&A expense, same-store (six months ended)

Same-store SG&A expense increases in the second quarter and first six months of 2025 were mainly due to inflationary wage adjustments, increased variable warehousing expenses and delivery expenses associated with increases in our tons sold.

On a per ton basis, our same-store SG&A expense for the second quarter of 2025 increased only 1.0% while declining 2.5% for the first six months of 2025, compared to the same periods in 2024.

Our same-store SG&A margin increased in the second quarter and first six months of 2025 compared to the same period in 2024 due to increases in same-store SG&A expense and a lower average selling price per ton sold.

SG&A expense (nine months ended)

SG&A expense, same-store (nine months ended)

Our same-store SG&A expense increases reflected inflationary wage adjustments and increased variable warehousing and delivery expenses associated with increases in our tons sold.

The increase in our same-store SG&A expense for the third quarter of 2025 also included higher incentive-based compensation due to an approximately 30% increase in FIFO pretax income profitability.

On a per ton basis, our same-store SG&A expense for the third quarter and nine months ended September 30, 2025 declined 0.5% and 1.8%, respectively, compared to the same periods in 2024.

Our same-store SG&A margin increased in the nine months ended September 30, 2025 compared to the same period in 2024 due to an increase in same-store SG&A expense and flat net sales.

Operating Income

September 30,

(dollars in millions)

Operating income (three months ended)

Operating income (six months ended)

Operating income for the second quarter declined mainly due to consistent gross profit and margin coupled with an increase in volume-related expenses.

Operating income for the first six months of 2025 declined mainly due to lower metals pricing and gross profit margin that outweighed an increase in tons sold to record levels.

The decline in our operating income margin for the second quarter of 2025 compared to the same period in 2024 was mainly due to a lower average selling price per ton sold.

Our operating income margin for the first six months of 2025 declined from the same period in 2024 as a result of a lower average selling price per ton sold and gross profit margin that outweighed improved operational leverage.

Operating income (nine months ended)

Operating income for the third quarter of 2025 declined year-over-year mainly due to a decline in gross profit margin that outweighed an increase in tons sold.

Operating income for the nine months ended September 30, 2025 declined from the same period in 2024 mainly due to lower metals pricing and decline in gross profit margin that outweighed an increase in tons sold.

Our operating income margin for the third quarter of 2025 declined year-over-year mainly due to a lower gross profit margin.

Our operating income margin for the nine months ended September 30, 2025 declined from the same period in 2024 due to lower average selling price per ton sold and decline in gross profit margin that outweighed improved operational leverage.

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

Income Tax Rate

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.

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.

Financial Condition

Operating Activities

Net cash provided by operations of $293.5 million in the first six months of 2025 decreased $199.1 million from $492.6 million in the same period in 2024.

The decrease was mainly due to a $137.4 million decline in net income and changes in operating assets and liabilities.

Changes in operating assets and liabilities used cash of $302.5 million in the

first six months of 2025 compared to $240.3 million in the first six months of 2024.

The rising metals pricing environment in the first six months of 2025 required a greater working capital investment than in the same period in 2024 during which metals prices were declining.

In the first six months of 2025, we paid income taxes of $71.0 million compared to $147.7 million in the same period in 2024.

The decrease was mainly due to decreased pretax income and the impact of prior year tax overpayments.

Net cash provided by operations of $555.3 million in the nine months ended September 30, 2025 decreased $401.2 million from $956.5 million in the same period in 2024.

The decrease was mainly due to an increase in working capital.

The rising metals pricing environment in the nine months ended September 30, 2025 required a greater working capital investment than in the same period in 2024 during which metals prices were declining.

In the nine months ended September 30, 2025, we paid income taxes of $115.7 million compared to $197.1 million in the same period in 2024.

The decrease was mainly due to decreased pretax income, the impact of prior year tax overpayments and the 100% bonus depreciation included in the One Big Beautiful Bill Act enacted on July 4, 2025.

Investing Activities

Net cash used in investing activities of $158.8 million in the first six months of 2025 decreased $403.2 million from $562.0 million in the same period in 2024.

The decrease was mainly due to no acquisitions in the first six months of 2025 compared to three acquisitions completed in the same period in 2024 for $346.5 million and, to a lesser extent, a $32.4 million decrease in capital expenditures.

The majority of our capital expenditures in the first six months of 2025 and 2024 related to growth activities.

Net cash used in investing activities was $232.7 million in the nine months ended September 30, 2025, a decrease of $440.7 million from $673.4 million in the same period in 2024.

The decrease was mainly due to $366.7 million spent on four acquisitions in the 2024 nine-month period.

No acquisitions were completed in 2025.

Our investments in capital expenditures also declined $64.0 million year-over-year.

The majority of our capital expenditures in the nine months ended September 30, 2025 and 2024 related to growth activities.

Financing Activities

Net cash used in financing activities of $222.0 million in the first six months of 2025 decreased $432.1 million from $654.1 million in the same period in 2024.

The decrease was mainly the result of increased net debt borrowings on our revolving credit facility and decreased share repurchases.

Net debt borrowings were $282.0 million in the first six months of 2025 compared to no net debt borrowings in the same period in 2024.

In the first six months of 2025, we repurchased $333.1 million of our common stock compared to $519.3 million in the same period in 2024.

Net cash used in financing activities of $387.2 million in the nine months ended September 30, 2025 decreased $661.5 million from $1.05 billion in the same period in 2024.

The decrease was mainly the result of decreased share repurchases and increased net debt borrowings under our revolving credit facility.

In the nine months ended September 30, 2025, we repurchased $394.0 million of our common stock compared to $951.3 million in the same period in 2024.

Net debt borrowings were $238.0 million in the nine months ended September 30, 2025 compared to $125.0 million in the same period in 2024 .

Our returns to stockholders also included a 9.1% increase in our quarterly dividend rate effective in the first quarter of 2025;

however, our total dividend payments of $128.3 million in the first six months of 2025 were consistent with the $127.9 million paid in the first six months of 2024 as a result of a reduction in outstanding shares due to share repurchase activity.

On July 22, 2025, our Board of Directors declared the 2025 third quarter cash dividend of $1.20 per share.

however, our total dividend payments of $191.2 million in the nine months ended September 30, 2025 were only slightly higher than the $188.5 million paid in the same period in 2024 as a result of a reduction in outstanding shares due to share repurchase activity.

On October 10, 2025, our Board of Directors declared the 2025 fourth quarter cash dividend of $1.20 per share.

We have increased our quarterly dividend 32 times since our 1994 IPO, with the most recent increase of 9.1% from $1.10 to $1.20 per share effective in the first quarter of 2025.

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See Note 10—“Equity ” to our consolidated financial statements for information on our share repurchases.

As of June 30, 2025, we had remaining authorization to repurchase $1.02 billion of our common stock under our $1.5 billion share repurchase program authorized by our Board of Directors on October 22, 2024.

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 in any prescribed period, does not have a specific expiration date and may be suspended or discontinued at any time.

We have a $1.5 billion unsecured revolving credit facility with $282.0 million of outstanding borrowings as of June 30, 2025 compared to no outstanding borrowings as of December 31, 2024.

We also have an aggregate of $1.15 billion principal amount of senior unsecured note obligations with various maturities through 2036 issued under indentures, including $400.0 million of senior notes due in August 2025 .

See Note 7—“Debt ” to our consolidated financial statements for further information on our amended credit agreement and indentures governing our debt securities.

We have a $1.5 billion unsecured revolving credit facility (“Credit Agreement”) with $238.0 million of outstanding borrowings as of September 30, 2025.

The unsecured revolving credit facility had no outstanding borrowings as of December 31, 2024.

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

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

As of September 30, 2025, we had an aggregate of $750.0 million principal amount of senior unsecured note obligations with maturities in 2030 and 2036, issued under indentures.

See Note 7—“Debt ” to our consolidated financial statements for further information on our Credit Agreement, Term Loan and indentures governing our debt securities.

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, will be sufficient to satisfy our cash requirements and stockholder return

activities over the next 12 months and beyond.

As of June 30, 2025, we had $239.5 million in cash and cash equivalents and our net debt-to-total capital ratio was 14.1%, up from 10.2% as of December 31, 2024.

As of June 30, 2025, we had $401.1 million of debt obligations coming due before our $1.5 billion unsecured revolving credit facility matures on September 10, 2029, including $400.0 million of senior notes due in August 2025.

We believe that we will continue to have sufficient liquidity to fund our future operating needs and to repay our debt obligations as they become due, including $400.0 million of senior notes due in August 2025.

In addition to funds generated from operations and approximately $1.22 billion available for borrowing on our unsecured revolving credit facility, we expect to continue to be able to access the capital markets to raise funds, if desired.

As of September 30, 2025, we had $261.2 million in cash and cash equivalents and our net debt-to-total capital ratio was 13.3%, up from 10.2% as of December 31, 2024.

As of September 30, 2025, we had $401.1 million of debt obligations coming due before our $1.5 billion unsecured revolving credit facility matures on September 10, 2029.

We believe that we will continue to have sufficient liquidity to fund our future operating needs .

In addition to funds generated from operations and $1.26 billion available for borrowing on 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, pay dividends and repurchase our common stock.

The Credit Agreement and indentures governing our debt securities 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 under our Credit Agreement as of June 30, 2025.

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.

Some of our customers are in seasonal businesses, especially customers in the construction industry and related businesses.

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Typically, revenues in the months of July, November and December have been lower than in other months because of a reduced number of working days for shipments of our products, 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 also has an impact on our quarterly sales and profitability.

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.

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Goodwill and Other Intangible Assets

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.17 billion as of June 30, 2025, or approximately 21% of total assets and 30% of total equity.

Additionally, other intangible assets, net amounted to $988.7 million as of June 30, 2025, or approximately 9% of total assets and 14% of total equity.

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.17 billion as of September 30, 2025, or approximately 21% of total assets and 30% of total equity.

Additionally, other intangible assets, net amounted to $977.6 million as of September 30, 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 and further evaluation when certain events occur.

Other intangible assets with finite useful lives are amortized over their estimated useful lives.

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.

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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.

During the quarter ended June 30, 2025, there were no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.

During the quarter ended September 30, 2025, there were no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Website Disclosure

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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 .

In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section at https://investor.reliance.com .

At our investor relations website, https://investor.reliance.com , we make available, free of charge, a variety of information for investors, including access to our financial reports 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 .

Our website address is for informational purposes only and is not intended for use as a hyperlink.

We are not incorporating any material on our website into this quarterly report on Form 10-Q.

We are not incorporating any material on our website into this Quarterly report on Form 10-Q or in any other report or document we file with the SEC.

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 2. Management’s Discussion and Analysis