Item 1. Financial Statements
Item 1. Financial Statements
RELIANCE , INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except number of shares which are reflected in thousands and per share amounts)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Net sales
$
3,651.2
$
3,420.3
$
10,795.7
$
10,708.4
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown below)
2,619.6
2,414.0
7,642.9
7,487.9
Warehouse, delivery, selling, general and administrative
701.3
665.0
2,097.5
2,004.2
Depreciation and amortization
70.5
67.9
208.9
198.1
3,391.4
3,146.9
9,949.3
9,690.2
Operating income
259.8
273.4
846.4
1,018.2
Other (income) expense:
Interest expense
14.4
10.9
40.2
30.3
Other (income) expense, net
( 2.3 )
2.0
( 8.2 )
( 18.5 )
Income before income taxes
247.7
260.5
814.4
1,006.4
Income tax provision
57.7
60.6
189.7
234.4
Net income
190.0
199.9
624.7
772.0
Less: net income attributable to noncontrolling interests
0.5
0.7
1.8
2.1
Net income attributable to Reliance
$
189.5
$
199.2
$
622.9
$
769.9
Earnings per share attributable to Reliance stockholders:
Basic
$
3.61
$
3.64
$
11.82
$
13.68
Diluted
$
3.59
$
3.61
$
11.74
$
13.55
Shares used in computing earnings per share:
Basic
52,482
54,691
52,720
56,297
Diluted
52,817
55,182
53,044
56,813
See accompanying notes to unaudited consolidated financial statements.
1
Table of Contents
RELIANCE , INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Net income
$
190.0
$
199.9
$
624.7
$
772.0
Other comprehensive (loss) income:
Foreign currency translation (loss) gain
( 7.8 )
19.3
23.2
( 3.8 )
Postretirement benefit plan adjustments, net of tax
( 1.0 )
( 0.9 )
( 3.0 )
( 2.6 )
Total other comprehensive (loss) income
( 8.8 )
18.4
20.2
( 6.4 )
Comprehensive income
181.2
218.3
644.9
765.6
Less: comprehensive income attributable to noncontrolling interests
0.5
0.7
1.8
2.1
Comprehensive income attributable to Reliance
$
180.7
$
217.6
$
643.1
$
763.5
See accompanying notes to unaudited consolidated financial statements.
2
Table of Contents
RELIANCE, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in millions, except number of shares which are reflected in thousands and par value)
September 30,
December 31,
2025
2024*
ASSETS
Current assets:
Cash and cash equivalents
$
261.2
$
318.1
Accounts receivable, less allowance for credit losses of $ 23.2 and $ 23.2
1,674.1
1,342.0
Inventories
2,307.9
2,026.8
Prepaid expenses and other current assets
112.5
148.2
Income taxes receivable
—
60.4
Total current assets
4,355.7
3,895.5
Property, plant and equipment, net
2,623.9
2,544.9
Operating lease right-of-use assets
303.7
275.2
Goodwill
2,168.6
2,161.8
Intangible assets, net
977.6
1,007.2
Cash surrender value of life insurance policies, net
30.1
46.0
Other long-term assets
90.1
91.2
Total assets
$
10,549.7
$
10,021.8
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
507.8
$
361.9
Accrued expenses
147.5
144.4
Accrued compensation and retirement benefits
201.2
195.2
Accrued insurance costs
53.1
50.4
Current maturities of long-term debt
0.3
399.7
Current maturities of operating lease liabilities
64.5
61.4
Income taxes payable
9.6
—
Total current liabilities
984.0
1,213.0
Long-term debt
1,381.5
742.8
Operating lease liabilities
242.3
214.2
Long-term retirement benefits
28.4
26.9
Other long-term liabilities
60.7
56.8
Deferred income taxes
537.0
537.5
Total liabilities
3,233.9
2,791.2
Commitments and contingencies
Equity:
Preferred stock, $ 0.001 par value: 5,000 shares authorized; none issued or outstanding
—
—
Common stock and additional paid-in capital, $ 0.001 par value and 200,000 shares authorized
Issued and outstanding shares— 52,383 and 53,715
0.1
0.1
Retained earnings
7,400.2
7,334.7
Accumulated other comprehensive loss
( 95.0 )
( 115.2 )
Total Reliance stockholders’ equity
7,305.3
7,219.6
Noncontrolling interests
10.5
11.0
Total equity
7,315.8
7,230.6
Total liabilities and equity
$
10,549.7
$
10,021.8
* Derived from audited financial statements.
See accompanying notes to unaudited consolidated financial statements.
3
Table of Contents
RELIANCE , INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Nine Months Ended
September 30,
2025
2024
Operating activities:
Net income
$
624.7
$
772.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense
208.9
198.1
Stock-based compensation expense
43.2
43.0
Other
( 9.1 )
5.0
Changes in operating assets and liabilities (excluding effect of businesses acquired):
Accounts receivable
( 331.0 )
( 51.9 )
Inventories
( 275.4 )
( 52.3 )
Prepaid expenses and other assets
154.4
105.7
Accounts payable and other liabilities
139.6
( 63.1 )
Net cash provided by operating activities
555.3
956.5
Investing activities:
Acquisitions, net of cash acquired
( 2.8 )
( 366.7 )
Purchases of property, plant and equipment
( 255.7 )
( 319.7 )
Proceeds from sales of property, plant and equipment
13.8
4.0
Other
12.0
9.0
Net cash used in investing activities
( 232.7 )
( 673.4 )
Financing activities:
Proceeds from long-term debt borrowings
2,062.0
663.0
Principal payments on long-term debt
( 1,824.0 )
( 538.0 )
Cash dividends and dividend equivalents
( 191.2 )
( 188.5 )
Share repurchases
( 394.0 )
( 951.3 )
Taxes paid related to net share settlement of restricted stock units
( 11.8 )
( 29.6 )
Excise tax on repurchase of common shares
( 10.0 )
—
Other
( 18.2 )
( 4.3 )
Net cash used in financing activities
( 387.2 )
( 1,048.7 )
Effect of exchange rate changes on cash and cash equivalents
7.7
—
Decrease in cash and cash equivalents
( 56.9 )
( 765.6 )
Cash and cash equivalents, beginning balance
318.1
1,080.2
Cash and cash equivalents, ending balance
$
261.2
$
314.6
Supplemental cash flow information:
Interest paid
$
37.8
$
27.7
Income taxes paid, net
$
115.7
$
197.1
See accompanying notes to unaudited consolidated financial statements.
4
Table of Contents
RELIANCE, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY
(in millions, except per share amounts)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Total equity, beginning balance
$
7,244.1
$
7,633.0
$
7,230.6
$
7,732.8
Common stock and additional paid-in capital:
Beginning balance
0.1
0.1
0.1
0.1
Stock-based compensation
15.1
16.1
43.2
43.0
Taxes paid related to net share settlement of restricted stock units
( 0.1 )
( 5.3 )
( 0.1 )
( 18.5 )
Share repurchases
( 15.0 )
( 10.8 )
( 43.1 )
( 24.5 )
Ending balance
0.1
0.1
0.1
0.1
Retained earnings:
Beginning balance
7,320.2
7,724.4
7,334.7
7,798.9
Net income attributable to Reliance
189.5
199.2
622.9
769.9
Cash dividends
( 62.9 )
( 60.2 )
( 189.7 )
( 185.9 )
Dividend equivalents paid on vested restricted stock units
—
( 0.4 )
( 1.5 )
( 2.6 )
Taxes paid related to net share settlement of restricted stock units
( 0.1 )
( 0.2 )
( 11.7 )
( 11.1 )
Share repurchases
( 45.9 )
( 421.2 )
( 350.9 )
( 926.8 )
Excise tax on repurchase of common shares
( 0.6 )
( 8.1 )
( 3.6 )
( 8.9 )
Ending balance
7,400.2
7,433.5
7,400.2
7,433.5
Accumulated other comprehensive loss:
Beginning balance
( 86.2 )
( 101.5 )
( 115.2 )
( 76.7 )
Other comprehensive (loss) income
( 8.8 )
18.4
20.2
( 6.4 )
Ending balance
( 95.0 )
( 83.1 )
( 95.0 )
( 83.1 )
Total Reliance stockholders' equity, ending balance
7,305.3
7,350.5
7,305.3
7,350.5
Noncontrolling interests:
Beginning balance
10.0
10.0
11.0
10.5
Comprehensive income
0.5
0.7
1.8
2.1
Acquisition
—
—
—
0.3
Dividends paid
—
—
( 2.3 )
( 2.2 )
Ending balance
10.5
10.7
10.5
10.7
Total equity, ending balance
$
7,315.8
$
7,361.2
$
7,315.8
$
7,361.2
Cash dividends declared per common share
$
1.20
$
1.10
$
3.60
$
3.30
See accompanying notes to unaudited consolidated financial statements.
5
Table of Contents
RELIANCE, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of Reliance, Inc. and its subsidiaries (collectively “Reliance”, the “Company”, “we”, “our” or “us”). These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the consolidated financial statements reflect all material adjustments, which are of a normal recurring nature, necessary for presentation of financial statements for interim periods in accordance with GAAP. Interim results are not necessarily indicative of the results for a full year. All significant intercompany accounts and transactions have been eliminated. The ownership of the other interest holders of consolidated subsidiaries is reflected as noncontrolling interests. Investments in unconsolidated subsidiaries are recorded under the equity method of accounting. These consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and accompanying notes included in Reliance’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.
Inventories
The majority of our inventory is valued using the last-in, first-out (“LIFO”) method, which is not in excess of market. Under this method, older costs are included in inventory, which may be higher or lower than current costs. We estimate the effect of LIFO on interim periods by allocating the projected year-end LIFO calculation to interim periods on a pro rata basis.
Recently Issued Accounting Standards
Improvement to Income Tax Disclosures —In December 2023, the Financial Accounting Standards Board (“ FASB”) issued changes to expand the disclosure requirements for income taxes. The changes require disaggregated information about our effective tax rate reconciliation and income taxes paid. These changes are effective for our annual periods beginning with our 2025 fiscal year. As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows.
Disaggregation of Income Statement Expenses —In November 2024, the FASB issued changes to expand the disclosure requirements for specific expense categories. The changes require disaggregated quantitative disclosure, in the notes to the financial statements, of prescribed expense categories included within relevant income statement expense captions. These changes will be effective beginning with our 2027 fiscal year and subsequent interim periods, with early adoption permitted. As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows.
Note 2. Acquisitions
2024 Acquisitions
We acquired each of Cooksey Iron & Metal Company on February 1, 2024; American Alloy Steel, Inc. and Mid-West Materials, Inc. on April 1, 2024; and certain assets of the FerrouSouth division of Ferragon Corporation on August 16,
6
Table of Contents
2024, with cash on hand. 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. We have not diversified outside our core business of providing metal distribution and processing solutions since inception.
The aggregate allocation of the purchase prices for our 2024 acquisitions to the fair values of the assets acquired and liabilities assumed was as follows:
(in millions)
Cash
$
5.6
Accounts receivable
44.9
Inventories
109.9
Prepaid expenses and other current assets
1.0
Property, plant and equipment
107.5
Operating lease right-of-use assets
19.2
Goodwill
59.5
Intangible assets subject to amortization
39.5
Intangible assets not subject to amortization
41.4
Total assets acquired
428.5
Deferred income taxes
6.7
Operating lease liabilities
15.1
Other current and long-term liabilities
33.4
Total liabilities assumed
55.2
Noncontrolling interest
0.3
Net assets acquired
$
373.0
Summary purchase price allocation information for all acquisitions
All of the acquisitions discussed in this note have been accounted for under the acquisition method of accounting and, accordingly, each purchase price has been allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of each acquisition. 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 September 30, 2025. The measurement periods for purchase price allocations do not exceed 12 months from the acquisition date.
As part of the purchase price allocations for the 2024 acquisitions, we allocated $ 41.4 million to the trade names acquired. We determined that each of the trade names acquired in connection with these acquisitions had indefinite lives since their economic lives are expected to approximate the life of each company acquired. We recorded other identifiable intangible assets related to customer relationships for the 2024 acquisitions of $ 39.3 million with weighted average lives of 13.1 years and non-compete agreements of $ 0.2 million with lives of 5.0 years. The goodwill arising from our 2024 acquisitions predominantly consists of expected strategic benefits, including enhanced financial and operational scale, as well as expansion of acquired product and processing know-how across our enterprise. Goodwill of $ 35.1 million from our 2024 acquisitions is expected to be deductible for income tax purposes.
Pro forma financial information for all acquisitions
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 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.
7
Table of Contents
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.
Note 3. Revenues
The following table presents our net sales disaggregated by product and service:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in millions)
Carbon steel
$
2,032.5
$
1,856.2
$
5,980.9
$
5,894.8
Aluminum
621.5
576.3
1,847.0
1,760.2
Stainless steel
489.9
513.9
1,482.3
1,595.6
Alloy
159.6
155.9
485.5
494.6
Toll processing and logistics
167.1
157.1
491.6
476.1
Copper and brass
102.6
78.4
283.2
240.7
Miscellaneous and eliminations
78.0
82.5
225.2
246.4
Total
$
3,651.2
$
3,420.3
$
10,795.7
$
10,708.4
Note 4. Property, Plant and Equipment, Net
Property, plant and equipment, net consists of the following:
September 30,
December 31,
2025
2024
(in millions)
Land
$
299.6
$
297.2
Buildings
1,783.1
1,689.2
Machinery and equipment
2,751.9
2,643.2
Construction in progress
283.3
297.0
Property, plant and equipment, gross
5,117.9
4,926.6
Less: accumulated depreciation
( 2,494.0 )
( 2,381.7 )
Property, plant and equipment, net
$
2,623.9
$
2,544.9
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.
Note 5. Goodwill
The change in the carrying amount of goodwill is as follows:
(in millions)
Balance as of January 1, 2025
$
2,161.8
Acquisitions
2.8
Purchase price allocation adjustments
0.7
Foreign currency translation
3.3
Balance as of September 30, 2025
$
2,168.6
We had no accumulated impairment losses related to goodwill as of September 30, 2025 and December 31, 2024.
8
Table of Contents
Note 6. Intangible Assets, Net
Intangible assets, net consisted of the following:
September 30, 2025
December 31, 2024
Weighted Average
Gross
Gross
Amortizable
Carrying
Accumulated
Carrying
Accumulated
Life in Years
Amount
Amortization
Amount
Amortization
(in millions)
Intangible assets subject to amortization:
Customer lists/relationships
13.9
$
754.5
$
( 589.1 )
$
753.4
$
( 559.6 )
Backlog of orders
7.9
21.6
( 10.5 )
21.0
( 8.2 )
Other
9.3
10.2
( 9.7 )
10.2
( 9.6 )
786.3
( 609.3 )
784.6
( 577.4 )
Intangible assets not subject to amortization:
Trade names
800.6
—
800.0
—
$
1,586.9
$
( 609.3 )
$
1,584.6
$
( 577.4 )
Changes in the carrying amount of intangible assets, net are as follows:
(in millions)
Balance as of January 1, 2025
$
1,007.2
Amortization expense
( 31.1 )
Foreign currency translation
1.5
Balance as of September 30, 2025
$
977.6
The following is a summary of estimated future amortization expense:
(in millions)
2025 (remaining three months)
$
8.1
2026
29.7
2027
29.0
2028
27.5
2029
25.4
Thereafter
57.3
$
177.0
9
Table of Contents
Note 7. Debt
Debt consisted of the following:
September 30,
December 31,
2025
2024
(in millions)
Unsecured revolving credit facility maturing September 10, 2029
$
238.0
$
—
Unsecured term loan due August 14, 2028
400.0
—
Senior unsecured notes, interest payable semi-annually at 1.30 %, effective rate of 1.53 %, repaid August 15, 2025
—
400.0
Senior unsecured notes, interest payable semi-annually at 2.15 %, effective rate of 2.27 %, maturing August 15, 2030
500.0
500.0
Senior unsecured notes, interest payable semi-annually at 6.85 %, effective rate of 6.91 %, maturing November 15, 2036
250.0
250.0
Other notes
1.1
1.1
Total
1,389.1
1,151.1
Less: unamortized discount and debt issuance costs
( 7.3 )
( 8.6 )
Less: amounts due within one year
( 0.3 )
( 399.7 )
Total long-term debt
$
1,381.5
$
742.8
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 5.27 % 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 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.
10
Table of Contents
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. If we experience a change in control accompanied by a downgrade in our credit rating, we will be required to make an offer to repurchase each series of the notes at a price equal to 101 % of their principal amount plus accrued and unpaid interes t.
Letter of Credit/Letters of Guarantee Facility
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 $ 35.1 million and $ 29.2 million outstanding under this facility as of September 30, 2025 and December 31, 2024, respectively.
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. We were in compliance with the financial maintenance covenant under our Credit Agreement and Term Loan as of September 30, 2025.
Note 8. Leases
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. We also lease various office spaces. Our leases of facilities and other spaces expire at various times through 2045, and our ground leases expire at various times through 2068. Nearly all of our leases are operating leases; we have an insignificant amount of recognized finance right-of-use assets and obligations.
The following is a summary of our lease cost:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in millions)
Operating lease cost
$
21.0
$
19.2
$
62.3
$
54.4
Variable fees and other (1)
7.9
8.2
23.1
24.1
Total lease cost
$
28.9
$
27.4
$
85.4
$
78.5
(1) Includes variable lease payments and costs of short-term leases.
Supplemental cash flow and balance sheet information is presented below:
Nine Months Ended
September 30,
2025
2024
(in millions)
Supplemental cash flow information:
Cash payments for operating leases
$
84.5
$
78.0
Right-of-use assets obtained in exchange for operating lease obligations
$
81.5
$
66.3
September 30,
December 31,
2025
2024
Other lease information:
Weighted average remaining lease term—operating leases
6.6 years
6.3 years
Weighted average discount rate—operating leases
4.9 %
4.6 %
11
Table of Contents
Maturities of operating lease liabilities as of September 30, 2025 are as follows:
(in millions)
2025 (remaining three months)
$
20.5
2026
74.6
2027
63.7
2028
53.2
2029
44.4
Thereafter
106.6
Total operating lease payments
363.0
Less: imputed interest
( 56.2 )
Total operating lease liabilities
$
306.8
Note 9. 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.
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 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.
Note 10. Equity
Stock-Based Compensation Plans
We make annual grants of long-term equity incentive awards to officers and key employees in the forms of service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) that each have approximately 3 -year vesting periods. Each PSU includes the right to receive, based on a sliding scale, up to a maximum of two shares of our common stock for each vested PSU, that is tied to achieving a return on assets target over a 3-year measurement period and continued service. We also grant the non-management members of our Board of Directors fully vested stock awards . 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.
The following summarizes the activity of our unvested RSUs and PSUs for the nine months ended September 30, 2025:
Weighted
Average
Grant Date
RSU and PSU
Fair Value
Aggregate Units
Per Unit
Unvested as of January 1, 2025
327,017
$
267.96
Granted (1)
167,931
299.96
Vested
( 3,969 )
264.48
Cancelled or forfeited
( 12,438 )
277.97
Unvested as of September 30, 2025
478,541
$
278.96
Shares reserved for future issuance (all plans)
1,223,731
(1) Comprised of 96,973 RSUs and 65,927 PSUs granted in February 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 .
12
Table of Contents
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.
Common Stock
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.
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
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 nine months ended September 30, 2025 and 2024 was as follows:
2025
2024
Average Cost
Average Cost
Shares
Per Share
Amount
Shares
Per Share
Amount
(in millions)
(in millions)
First quarter
922,656
$
274.41
$
253.2
—
$
—
$
—
Second quarter
301,279
265.17
79.9
1,804,180
287.81
519.3
Third quarter
211,873
287.71
60.9
1,535,266
281.37
432.0
1,435,808
$
274.43
$
394.0
3,339,446
$
284.85
$
951.3
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
Accumulated other comprehensive loss included the following:
Pension and
Foreign Currency
Postretirement Benefit
Accumulated Other
Translation
Plan Adjustments,
Comprehensive
(Loss) Gain
Net of Tax
(Loss) Income
(in millions)
Balance as of January 1, 2025
$
( 119.7 )
$
4.5
$
( 115.2 )
Current-period change
23.2
( 3.0 )
20.2
Balance as of September 30, 2025
$
( 96.5 )
$
1.5
$
( 95.0 )
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 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. As our pension and postretirement benefit plan obligations are settled, the related income tax effect is released from accumulated other comprehensive loss and included in our income tax provision .
13
Table of Contents
Note 11. Commitments and Contingencies
Environmental Contingencies
We are currently involved with an environmental remediation project related to activities at former manufacturing operations of Earle M. Jorgensen Company (“EMJ”), our wholly owned subsidiary, that were sold many years prior to our acquisition of EMJ in 2006. Although the potential cleanup costs could be significant, EMJ maintained insurance policies during the time it owned the manufacturing operations that have covered costs incurred to date and are expected to continue to cover the majority of the related costs. We do not expect that this obligation will have a material adverse impact on our consolidated financial position, results of operations or cash flows.
Legal Matters
From time to time, we are named as a defendant in legal actions. These actions generally arise in the ordinary course of business. We are not currently a party to any pending legal proceedings other than routine litigation incidental to the business. We expect that these matters will be resolved without having a material adverse impact on our consolidated financial position, results of operations or cash flows. We maintain general liability insurance against risks arising in the ordinary course of business.
Note 12. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in millions, except number of shares which are reflected in thousands and per share amounts)
Numerator:
Net income attributable to Reliance
$
189.5
$
199.2
$
622.9
$
769.9
Denominator:
Weighted average shares outstanding
52,482
54,691
52,720
56,297
Dilutive effect of stock-based awards
335
491
324
516
Weighted average diluted shares outstanding
52,817
55,182
53,044
56,813
Earnings per share attributable to Reliance stockholders:
Basic
$
3.61
$
3.64
$
11.82
$
13.68
Diluted
$
3.59
$
3.61
$
11.74
$
13.55
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.
Note 13. Segment Information
We have one operating and reportable segment —metals service centers . Reliance derives revenue primarily in the United States and manages its business activities on a consolidated basis.
The measure of segment assets is reported on the accompanying consolidated balance sheet as total assets.
The measure of segment profit and loss is net income reported on the accompanying consolidated income statements.
14
Table of Contents
Information about our segment revenue, net income, significant expenses, and other quantitative information is presented below:
Metals Service Centers Segment
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
(in millions)
Net sales
$
3,651.2
$
3,420.3
$
10,795.7
$
10,708.4
Less:
Cost of sales (exclusive of depreciation and amortization shown below)
2,619.6
2,414.0
7,642.9
7,487.9
Compensation expense
427.2
401.4
1,281.9
1,218.4
Other segment items (1)
271.8
265.6
807.4
767.3
Depreciation and amortization expense
70.5
67.9
208.9
198.1
Interest expense
14.4
10.9
40.2
30.3
Income tax provision
57.7
60.6
189.7
234.4
Net income
$
190.0
$
199.9
$
624.7
$
772.0
Other Segment Disclosures:
Purchases of property, plant and equipment
$
81.2
$
112.8
$
255.7
$
319.7
(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.
15
Table of Contents
RELIANCE, INC.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.