RELIANCE, INC.

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying financial statements include the accounts of Reliance, Inc. and its subsidiaries(collectively “Reliance”, “the Company”, “we”, “our” or “us”). Our consolidated financial statements include the assets, liabilities and operating results of majority-owned subsidiaries. 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.

Business

As a global diversified metal solutions provider, we operate a network of approximately 310 locations in 41 U.S. states and 10 foreign countries (Belgium, Canada, China, France, Malaysia, Mexico, Singapore, South Korea, the United Arab Emirates and the United Kingdom) as of December 31, 2025 that provides value-added metals processing services and distributes a full line of more than 100,000 metal products.

Accounting Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, such as allowances for credit losses, net realizable values of inventories, fair values and/or impairment of goodwill and other indefinite-lived intangible assets and long-lived assets, the amount of unrecognized tax benefits and other contingencies; the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. 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 may differ from those estimates.

Accounts Receivable and Concentrations of Credit Risk

Trade receivables are typically non-interest bearing and are recorded at amortized cost. Sales to our recurring customers are generally made on open account terms while sales to occasional customers may be made on a collect on delivery basis. Past due status of customer accounts is determined based on how recent payments have been received in relation to payment terms granted. Credit is generally extended based upon an evaluation of each customer’s financial condition, with terms consistent in the industry and no collateral required. The allowance for credit losses reflects the expected losses on our trade receivables and is determined based on customer-specific facts and the consideration of historical loss information, current conditions and reasonable and supportable forecasts using a loss-rate approach. Amounts are written-off against the allowance in the period we determine the receivable is uncollectible.

Concentrations of credit risk with respect to trade receivables are limited due to the geographically diverse customer base, with limited exposure to any single customer account, and various industries into which our products are sold. We have no significant concentration of credit risk.

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. This method of valuation is subject to year-to-year fluctuations in cost of material sold, which is influenced

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by the inflation or deflation existing within the metal wholesaling industry as well as fluctuations in our product mix and on hand inventory levels.

Fair Values of Financial Instruments

The fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, other current liabilities and current maturities of operating lease liabilities approximate their carrying values due to the short period of time to maturity. The fair values of outstanding borrowings under our revolving credit facility and term loan, which carry interest at variable rates based on the Secured Overnight Financing Rate (“SOFR”), approximate their carrying values. The aggregate fair values of our senior unsecured notes based on quoted market prices were $736.0 million and $1.09 billion as of December 31, 2025 and 2024, respectively, compared to their aggregate carrying values of $743.2 million and $1.14 billion, respectively. The estimated fair values of our senior unsecured notes are based on Level 2 inputs, including benchmark yields, reported trades and broker/dealer quotes. Fair values of our other financial instruments, which include deferred compensation plan assets held within grantor trusts, are comprised of marketable securities that are generally based on quoted market prices for identical instruments that trade in active markets.

Cash Equivalents

We consider all highly liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. We maintain cash and cash equivalents with high credit quality financial institutions. The Company, by policy, limits the amount of credit exposure to any one financial institution.

Goodwill and Other Indefinite-Lived Intangible Assets

Goodwill is the excess of purchase price over the fair value of identified assets and liabilities of businesses acquired. Other indefinite-lived intangible assets include amounts allocated to the trade names of businesses acquired. Goodwill and other indefinite-lived intangible assets are not amortized but are tested for impairment at least annually.

We test for impairment of goodwill and intangible assets deemed to have indefinite lives annually and, between annual tests, whenever significant events or changes occur, based on an assessment of qualitative factors to determine if it is more likely than not that the fair value is less than the carrying value. We haveone reporting unit for goodwill impairment purposes, which is the consolidated company. We calculate the fair value of the reporting unit using our market capitalization or the discounted cash flow method, as necessary, and compare the fair value to the carrying value of the reporting unit to determine if impairment exists. We perform our annual impairment evaluations of goodwill and other indefinite-lived intangible assets on November 1 of each year. No impairment of goodwill was determined to exist in any of the years presented. We recorded impairment losses on certain trade name intangible assets with indefinite lives in the amounts of $9.9 million and $11.2 million in 2025 and 2024, respectively. No impairment losses were recognized in 2023. SeeNote 20—“Impairment and Restructuring Charges” for further details of our impairment losses.

Long-Lived Assets

Property, plant and equipment is recorded at cost (or at fair value for assets acquired in connection with a business combination) and the provision for depreciation of these assets is generally computed on the straight-line method at rates designed to distribute the cost of assets over the useful lives, estimated as follows: buildings, including leasehold improvements, over five to 50 years and machinery and equipment over three to 20 years.

Intangible assets with finite useful lives are amortized over their useful lives. We periodically review the recoverability of our property, plant and equipment and intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

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We didn’t recognize any impairment losses for long-lived assets in 2025 and 2023. We recognized $0.5 million of impairment losses for property, plant and equipment in 2024.

Leases

We determine if an arrangement is a lease at inception. Our lease agreements generally contain only lease components. Our lease payments are generally fixed with certain leases containing variable payments related to the Consumer Price Index (“CPI”) annual adjustments.

Right-of-use assets and lease liabilities are recognized on the balance sheet at the present value of the future lease payments at the lease commencement date. Certain of our lease terms include periods under renewal options when it is reasonably certain we will exercise that option. We generally include optional renewal periods when determining our lease terms and future lease payments. The interest rate used to determine the present value of future lease payments is our incremental borrowing rate that is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

Operating lease cost is recognized on a straight-line basis over the lease term.

Revenue Recognition

We recognize revenue when control of metal products or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales and value-added taxes collected from customers are excluded from our reported sales. There are no significant judgments or estimates made to determine the amount or timing of our reported revenues. The transaction price associated with unperformed performance obligations is not significant as of December 31, 2025 and 2024.

Metal Sales

We have minimal long-term contract sales with our customers as we primarily transact in the spot market under fixed price sales orders. The majority of our metal product sales orders generally have onlyone performance obligation: sale of processed or unprocessed metal product. Control of the metal products we sell transfers to our customers upon delivery for orders with free on board (“FOB”) destination terms or upon shipment for orders with FOB shipping point terms. Shipping and handling charges to our customers are included in net sales. We account for all shipping and handling of our products as fulfillment activities and not as a promised good or service. Costs incurred in connection with the shipping and handling of our products are typically included in operating expenses whether we use a third-party carrier or our own trucks. In 2025, 2024 and 2023, shipping and handling costs included in Warehouse, delivery, selling, general and administrative (“SG&A”) expenses were $588.6 million, $550.5 million and $525.9 million, respectively. Shipment and delivery of our orders generally occur on the same day due to the close proximity of our customers and our metals service center locations.

Toll Processing and Logistics

We toll process customer-owned metal for a fee. Logistics services primarily include transportation and storage services for metal we toll process. Revenue for these services is recognized over time as the toll processing or logistics services are performed. The toll processing services are generally short-term in nature with the service being performed in less thanone day.

Seasonality

Some of our customers are in seasonal businesses, especially customers in the construction industry and related businesses. Our overall operations have not shown any material seasonal trends as a result of our geographic, product and customer diversity. Typically, revenues in the months of July, November and

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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.

Stock-Based Compensation

All of our stock-based compensation plans are considered equity plans. The fair value of stock awards and restricted stock units is determined based on the fair value of our common stock on the grant date. The fair value of stock awards and restricted stock units is expensed on a straight-line basis over their respective vesting periods, net of forfeitures when they occur. Stock-based compensation expense was $55.6 million, $56.8 million and $65.0 million in 2025, 2024 and 2023, respectively, and is included in SG&A expense.

Environmental Remediation Costs

We accrue for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remediation feasibility study. Such accruals are adjusted as further information develops or circumstances change. Recoveries of environmental remediation costs from insurance policies and other parties are recorded as assets when their receipt is deemed probable. We are not aware of any environmental remediation obligations that would materially affect our operations, financial position or cash flows. SeeNote 17—“Commitments and Contingencies” for further discussion of our environmental remediation matters.

Income Taxes

We file a consolidated U.S. federal income tax return with our wholly owned domestic subsidiaries. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax reporting bases of assets and liabilities using the enacted tax rates expected to be in effect when such differences are realized or settled. The effect on deferred taxes from a change in tax rates is recognized in income in the period that includes the enactment date of the change. The provision for income taxes reflects the taxes to be paid for the period and the change during the period in the deferred tax assets and liabilities. We evaluate on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized.

We perform a comprehensive review of our uncertain tax positions on a quarterly basis. Tax benefits are recognized when it is more likely than not that a tax position will be sustained upon examination. The benefit from a position that has surpassed the more-likely-than-not threshold is measured as the largest amount of benefit that is more than 50% likely to be realized upon settlement. We recognize interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense.

Foreign Currencies

The currency effects of translating into U.S. dollars the financial statements of our foreign subsidiaries, which typically use the local currency of the countries in which they are located, are included in the Accumulated other comprehensive loss caption in the consolidated balance sheets. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of income in the Other (income) expense, net caption, and amounted to losses of $2.3 million, gains of $1.9 million and losses of $1.3 million in 2025, 2024 and 2023, respectively.

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Governmental Assistance

In 2024, economic development bonds (“EDB”) issued by the Development Authority of Haralson County, Georgia were used to receive certain 13-year real and personal property tax abatements in Haralson County for the construction of one of our metals service centers, included in the property, plant and equipment, net caption in the accompanying consolidated balance sheet as of December 31, 2025 and 2024. We are both EDB bondholders and the lessee of the property purchased with the EDB proceeds. The EDB assets and financial liabilities are equal and are reported net in the consolidated balance sheet. As of December 31, 2025 and 2024, theassets andliabilities associated with the EDBs were $51.6 million and $37.3 million, respectively.

Impact of Recently Issued Accounting Standards—Adopted

Improvements to Income Tax Disclosures—In December 2024, 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. We adopted the changes for the year ended December 31, 2025, on a prospective basis. SeeNote 12—“Income Taxes.”

Impact of Recently Issued Accounting Standards—Not Yet Adopted

Disaggregation of Income Statement Expenses—In November 2025, 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

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

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.

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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):

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 December 31, 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.

Unaudited pro forma financial information for all acquisitions

Unaudited pro forma summary financial results present 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 have been presented 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 sales were $13.94 billion for 2024 and pro forma net income and earnings per share were comparable with our 2024 consolidated results.

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Pro forma summary results for 2023 were as follows (in millions, except per share amounts):

NOTE 3. JOINT VENTURES AND NONCONTROLLING INTERESTS

The equity method of accounting is used where our investment in voting stock gives us the ability to exercise significant influence over the investee, generally 20% to 50%. The financial results of investees are generally consolidated when the ownership interest is greater than 50%.

Operations that are majority owned by us include: Indiana Pickling and Processing Company in which our wholly-owned subsidiary, Feralloy Corporation, has a 56% ownership interest; and Valex Corp.’s operations in South Korea, in which our wholly-owned subsidiary, Valex Corp., has a 96% ownership interest. The results of these majority-owned operations are consolidated in our financial results. The portion of the earnings related to the noncontrolling shareholder interests has been reflected in the Net income attributable to noncontrolling interests caption in the accompanying consolidated statements of income.

NOTE 4. INVENTORIES

Our inventories are primarily stated on the LIFO method, which is not in excess of market. We use the LIFO method of inventory valuation because it results in a better matching of costs and revenues. The cost of inventories stated on the first-in, first-out (“FIFO”) method is not in excess of net realizable value.

Inventories consisted of the following (in millions):

The changes in the LIFO inventory valuation reserve were as follows (in millions):

Cost increases for the majority of our products were the primary cause of the 2025 LIFO inventory valuation reserve adjustment resulting in a charge, or expense. Cost decreases for the majority of our products were the primary cause of the 2024 and 2023 LIFO inventory valuation reserve adjustment resulting in credits, or income.

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NOTE 5. REVENUES

The following table presents our sales disaggregated by product and service (in millions):

NOTE 6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consists of the following (in millions):

As of December 31, 2025, 2024 and 2023, noncash investing activity included $7.5 million, $7.3 million and $15.2 million of capital expenditures, respectively, included in accounts payable and accrued expenses.

NOTE 7. GOODWILL

The changes in the carrying amount of goodwill are as follows (in millions):

We hadno accumulated impairment losses related to goodwill as of December 31, 2025 and 2024.

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NOTE 8. INTANGIBLES ASSETS, NET

Intangible assets, net, consisted of the following (in millions):

Changes in the carrying amount of intangible assets, net are as follows (in millions):

SeeNote 2—“Acquisitions” for further discussion of intangible assets recorded in the purchase price allocations of our 2024 acquisitions.

We recognized impairment losses of $9.9 million and $11.2 million in 2025 and 2024, respectively, relating to certain trade name intangible assets. SeeNote 20**—**“Impairment and Restructuring Charges” for further discussion of our impairment losses.

The following is a summary of estimated future amortization expense (in millions):

NOTE 9. CASH SURRENDER VALUE OF LIFE INSURANCE POLICIES, NET

The cash surrender value of all life insurance policies held by us, net of loans and related accrued interest, was $48.0 million and $46.0 million as of December 31, 2025 and 2024, respectively.

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Our wholly owned subsidiary, Earle M. Jorgensen Company (“EMJ”), is the owner and beneficiary of life insurance policies on certain former and current employees. Reliance is also the beneficiary of key person life insurance policies held by a grantor trust for the benefit of participants of the Reliance, Inc. Supplemental Executive Retirement Plan.

As of December 31, 2025 and 2024, loans and accrued interest outstanding on EMJ’s life insurance policies were $1.0 billion and $962.9 million, respectively.

Payments for premiums and interest owed on policy loans, net of proceeds from policy borrowings and redemptions are included in other investing activities in the accompanying consolidated statements of cash flows.

Income earned on our life insurance policies and redemptions, interest expense on borrowings against cash surrender values and cost of insurance charges are included in the Other (income) expense, net caption in the accompanying consolidated statements of income as follows (in millions):

NOTE 10. DEBT

Debt consisted of the following (in millions):

The weighted average effective interest rate on the Company’s outstanding borrowings was 4.24% and 3.02% as of December 31, 2025 and 2024, respectively.

Unsecured 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 December 31, 2025, borrowings under the Credit Agreement were available at variable rates based on 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.

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The weighted average interest rate on $277.0 million of outstanding borrowings under the revolving credit facility was 5.29% as of December 31, 2025. We hadno outstanding borrowings under the revolving credit facility as of December 31, 2024. We had $0.7 million and $1.1 million of letters of credit outstanding under the revolving credit facility as of December 31, 2025 and 2024, respectively.

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 December 31, 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 4.49% as of December 31, 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 maturing August 15, 2025 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. 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 interest.

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 $31.7 million and $29.2 million outstanding under this facility as of December 31, 2025 and 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 December 31, 2025.

Debt Maturities

The following is a summary of aggregate maturities of long-term debt for each of the next five years and thereafter (in millions):

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NOTE 11. 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, and storage. 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 (in millions):

Supplemental cash flow and balance sheet information is presented below (in millions):

Maturities of operating lease liabilities as of December 31, 2025 are as follows (in millions):

NOTE 12. INCOME TAXES

Reliance files a consolidated U.S. federal return and income tax returns in various state and foreign jurisdictions. We are no longer subject to U.S. federal tax examinations for years before 2022 and state and local tax examinations before 2021.

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Provision for Income Taxes

The components of provision for income taxes were as follows (in millions):

Income before income taxes was as follows (in millions):

Effective Tax Rate

We adopted accounting changes issued by the FASB,“Improvements to Income Tax Disclosures,” in 2025 on a prospective basis. A reconciliation of income tax at the U.S. federal statutory rate to our tax provision and effective tax rate is as follows (in millions, except percentages):

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A reconciliation of income tax at the U.S. federal statutory tax rate to our effective tax rate for prior years is as follows:

Deferred Taxes

The components of our deferred tax assets and liabilities are as follows (in millions):

The Company believes it is more likely than not that it will generate sufficient future taxable income to realize its deferred tax assets.

We are under audit by various state jurisdictions for years 2021 through 2024, but do not anticipate any material adjustments from these examinations.

Uncertain Tax Positions

A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows (in millions):

As of December 31, 2025,$1.7 million of unrecognized tax benefits would impact the effective tax rate if recognized. Accrued interest and penalties, net of applicable tax effect, related to uncertain tax positions were$0.5 million and$0.2 million as of December 31, 2025 and 2024, respectively.

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Cash Paid for Income Taxes

Income taxes paid for 2025 were as follows (in millions):

Income taxes paid, net in 2024 and 2023 were$244.9 million and$386.3 million, respectively.

NOTE 13. STOCK-BASED COMPENSATION PLANS

We make annual grants of long-term equity incentive awards to officers and key employees under our Second Amended and Restated 2015 Incentive Award Plan 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. We also grant the non-management members of our Board of Directors fully vested stock awards under our Directors Equity Plan. 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.

As of December 31, 2025, an aggregate of 1,249 thousand shares was authorized for future grant under our various stock-based compensation plans. Awards that expire or are canceled without delivery of shares of our common stock and shares withheld related to net share settlements of vested restricted stock units generally become available for issuance under the plans. As RSUs and PSUs vest, we issue new shares of Reliance common stock.

Restricted Stock Units

We granted key employees equity awards consisting of RSUs and PSUs in aggregate amounts as follows (in thousands, except per unit amounts):

Each RSU and PSU is subject to a service-based condition and includes a right to receive shares of common stock and dividend equivalent rights, subject to forfeiture. The RSUs provide the right to receive 100% of the number of RSUs granted in shares of our common stock and cliff vest on December 1 upon satisfaction of an approximately 3-year service-based condition. The PSUs include performance goals and the right to receive 0% to 200% of the number of PSUs granted in shares of our common stock and vest only upon the satisfaction of the service-based condition and certain performance targets for 3-year periods ending December 31.

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A summary of the status of our unvested RSUs and PSUs as of December 31, 2025 and changes during the year then ended is as follows (in thousands, except per unit amounts):

The fair values as of the respective vesting dates of RSUs and PSUs vested during 2025, 2024 and 2023 were $67.7 million, $90.2 million and $123.8 million, respectively.

Directors Equity Plan

In each of 2025, 2024 and 2023, we granted a total of approximately 4 thousand fully-vested stock awards to the non-employee members of the Board of Directors. The fair values of the stock awards granted in 2025, 2024 and 2023 were $299.78 per share, $296.56 per share and $243.61 per share, respectively, determined based on the closing price of our common stock on the grant dates.

Unrecognized Compensation Cost and Tax Benefits

As of December 31, 2025, there was $57.7 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 1.7 years.

The tax benefit realized from our stock-based compensation plans in 2025, 2024 and 2023 was $9.3 million, $15.3 million and $7.7 million, respectively.

NOTE 14. EMPLOYEE BENEFITS

Defined Contribution Plans

The Reliance, Inc. Master 401(k) Plan (the “Master 401(k) Plan”) provides certain benefits to eligible salaried and hourly employees of the Company and its participating subsidiaries. Eligibility occurs after 30 days of service, and the Company contribution vests at 25% per year. We have other defined contribution plans that include the Precision Strip Retirement and Savings Plan and plans at certain domestic and foreign subsidiaries that have not merged their plans into the Master 401(k) Plan as of December 31, 2025 (collectively, the “Other Defined Contribution Plans”).

We also sponsor the Reliance, Inc. Employee Stock Ownership Plan, a tax-qualified noncontributory employee stock ownership plan, for certain salaried and hourly employees of the Company. The plan is closed to new enrollees, and the Company is not currently making annual contributions to the plan.

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Supplemental Executive Retirement Plans

Effective January 1996, we adopted the Reliance, Inc. Supplemental Executive Retirement Plan (“Reliance SERP”), which is a nonqualified pension plan that provides postretirement pension benefits to certain key officers of the Company. The Reliance SERP is administered by the Compensation Committee of the Board. Benefits are based upon the employees’ earnings.

Life insurance policies were purchased for most individuals covered by the Reliance SERP and held within a grantor trust. See*Note 9—“Cash Surrender Value of Life Insurance Policies, Net”*for further discussion of our life insurance policies. Separate supplemental executive retirement plans exist for certain wholly owned subsidiaries of the Company (together with the Reliance SERP, the “SERPs”), each of which provides postretirement pension benefits to certain former key employees. All SERPs have been frozen to new participants since 2009.

Deferred Compensation Plan

In December 2008, the Reliance Deferred Compensation Plan (the “DCP”) was established for certain officers and key employees of the Company. Account balances from various compensation plans of subsidiaries were contributed and consolidated into this new deferred compensation plan. Plan participants may contribute a portion of their eligible compensation to the plan and Reliance currently makes contributions to the plan for certain participants.

An irrevocable grantor trust is in place to which we may contribute assets for the purpose of funding the DCP. Although we may not use the assets of the grantor trust for any purpose other than meeting our obligations under the DCP, the assets of the grantor trust remain subject to the claims of our creditors. The aggregate fair value of the marketable securities held by the grantor trust as of December 31, 2025 and 2024 were $50.9 million and $46.1 million, respectively, and the amount of our obligations to the participants under the DCP on those dates were also $50.9 million and $46.1 million, respectively. The grantor trust assets and our liability under the DCP are included in the Other long-term assets and Other long-term liabilities captions of our consolidated balance sheets. The Company expects to contribute $0.9 million to the plan during 2026.

Multiemployer Plans

Certain of our union employees participate in plans collectively bargained and maintained by multiple employers and a labor union. We do not recognize on our balance sheet the present value of accumulated plan benefits related to these plans. For 2025, 2024 and 2023, our contributions to these plans were $5.7 million, $5.5 million and $5.4 million, respectively. Some of the plans we participate in are in endangered, critical or critical and declining status and have adopted rehabilitation plans. If we were to withdraw our participation from these plans, we would be required to recognize a liability on our balance sheet and the amount could be significant.

Defined Benefit Plan

Our wholly owned subsidiary, EMJ, maintains a qualified defined benefit pension plan (the “DB Plan”) for certain union employees. The plan generally provides benefits of stated amounts for each year of service or provides benefits based on the participant’s hourly wage rate and years of service. The plan permits the sponsor, at any time, to amend or terminate the plan. We recognized a settlement gain of $3.7 million in the year ended December 31, 2025 related to a partial termination of the DB Plan.

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We use a December 31 measurement date for our plans. The following is a summary of the status of the funding of the SERPs and the DB Plan (in millions):

As of December 31, 2025 and 2024, the following amounts were recognized on the balance sheet (in millions):

The accumulated benefit obligation for the SERPs was $20.4 million and $19.0 million as of December 31, 2025 and 2024, respectively.

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Details of net periodic benefit cost related to the SERPs, and the DB Plan are presented below (in millions):

Net periodic benefit cost related to the SERPs, and the DB Plan is presented in our consolidated statements of income, as summarized below (in millions):

Assumptions used to determine net periodic benefit cost are detailed below:

Assumptions used to determine the benefit obligation are detailed below:

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Summary Disclosures—SERPs and DB Plan

The following is a summary of benefit payments under the SERPs and the DB Plan, which reflect expected future employee service, as appropriate, expected to be paid in the periods indicated (in millions):

The Company expects to contribute $0.8 million to the SERPs during 2026 and does not expect to make any contributions to the DB Plan.

Plan Assets and Investment Policy

Plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification and investment return over the long term. The investment goal is a return on assets that is at least equal to the assumed actuarial rate of return over the long-term within reasonable and prudent levels of risk. We establish our estimated long-term return on plan assets assumption considering various factors including the targeted asset allocation percentages, historic returns and expected future returns. The plan assets are largely comprised of commingled funds which are allocated across return-seeking assets (50%-70%) and liability-hedging assets (30%-50%). Asset allocation targets are reviewed periodically with investment advisors to determine the appropriate investment strategies for acceptable risk levels.

The fair value measurements of the investments held by the DB Plan as of December 31, 2025 and 2024 are as follows (in millions):

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Contributions to Reliance Sponsored Retirement Plans

Our expense for Reliance-sponsored retirement plans was as follows (in millions):

NOTE 15. EQUITY

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 $0.875 per share to $1.00 per share in February 2023, to $1.10 per share in February 2024, to $1.20 per share in February 2025 and to $1.25 per share in February 2026. The holders of Reliance common stock are entitled toone vote per share on each matter submitted to a vote of stockholders.

Shares Outstanding

Issued and outstanding common shares were as follows (in thousands):

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 December 31, 2025, we had remaining authorization to repurchase$763.5 million of our common stock under the share repurchase program. The share repurchase program does not require the repurchase of 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 for the past three years consisted of the following (in millions, except shares in thousands and per share amounts):

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 $17.9 million, $42.8 million and $54.1 million for 2025,

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2024 and 2023, respectively. Additionally, our share repurchases exclude excise tax due under the Inflation Reduction Act of 2022.

Preferred Stock

We are authorized to issue 5,000,000 shares of preferred stock, par value $0.001 per share. No shares of our preferred stock are issued and outstanding. Our restated articles of incorporation provide that shares of preferred stock may be issued from time to time inone or more series by the Board. The Board can fix the preferences, conversion and other rights, voting powers, restrictions and limitations as to dividends, qualifications and terms and conditions of redemption of each series of preferred stock. The rights of preferred stockholders may supersede the rights of common stockholders.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss included the following (in millions):

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

Pension and postretirement benefit adjustments are net of deferred tax liabilities of $1.3 million and $1.0 million as of December 31, 2025 and 2024, respectively. 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.

NOTE 16. OTHER (INCOME) EXPENSE, NET

Significant components are as follows (in millions):

NOTE 17. COMMITTMENTS AND CONTINGENCIES

Purchase Commitments

As of December 31, 2025, we had commitments to purchase minimum quantities of certain metals products, which we entered into to secure material for corresponding long-term sales commitments with our customers. The total amount of minimum commitments based on current pricing is estimated at approximately $182.2

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