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RELIANCE, INC.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

RS$427.15+1.4%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

“Legal Matters”

million, with amounts in 2026, 2027 and thereafter being $165.5 million, $5.3 million and $11.4 million, respectively.

Collective Bargaining Agreements

As of December 31, 2025, approximately 1,800, or 11%, of our total employees were covered by 54 collective bargaining agreements at 46 of our different locations, which expire at various times over the next five years. Approximately 2% of our employees are covered by 15 different collective bargaining agreements that will expire during 2026, if not renewed.

Environmental Contingencies

We are subject to extensive and changing federal, state, local and foreign laws and regulations designed to protect the environment, including those relating to the use, handling, storage, discharge and disposal of hazardous substances and the remediation of environmental contamination. Our operations use minimal amounts of such substances.

We believe we are in material compliance with environmental laws and regulations; however, we are from time to time involved in administrative and judicial proceedings and inquiries relating to environmental matters. Some of our owned or leased properties are located in industrial areas with histories of heavy industrial use. We may incur some environmental liabilities because of the location of these properties. In addition, we are currently involved with an environmental remediation project related to activities at former manufacturing operations of EMJ, ourwholly 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.

68 / 2025 Form 10-K

NOTE 18. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (in millions, except shares in thousands and per share amounts):

​​​​​​​​​
Year Ended December 31, · 2025 · ​ ​ · 2024 · ​ ​ · 2023
Numerator:​​​​​​​​
Net income attributable to Reliance$739.4​$875.2​$1,335.9
​​​​​​​​​
Denominator:​​​​​​​​
Weighted average shares outstanding​52,555​​55,746​​58,328
Dilutive effect of stock-based awards(1)​320​​500​​687
Weighted average diluted shares outstanding​52,875​​56,246​​59,015
​​​​​​​​​
Earnings per share attributable to Reliance stockholders:​​​​​​​​
Basic$14.07​$15.70​$22.90
Diluted$13.98​$15.56​$22.64

(1) The computations of diluted earnings per share using the treasury stock method for 2025, 2024 and 2023 do not include 67,30 and 51 weighted average shares, respectively, in respect of outstanding RSUs and PSUs, because their inclusion would have been anti-dilutive.

NOTE 19. SEGMENT INFORMATION

We haveone operating and reportable segment*—metals service centers*. Reliance derives revenue primarily in the United States and manages its business activities on a consolidated basis.

We are organized as a network of metals service centers under a decentralized operating structure. Reliance provides metal solutions from this network under its operating strategies that include organic growth and acquisitions that enhance the metals service center network’s diversification of products, geographies and customers.

The metals service centers segment primarily operates in the spot market, distributing a full line of over 100,000 metals products, about half of which include value-added processing services to meet customer specifications, from a network of approximately 310 locations.

The following is a summary of our sales by product and service (gross sales as a % of total sales) for each of the three years ended December 31:

​​​​​​​
​2025​2024​2023​
Carbon steel53%53%53%
Aluminum17​16​16​
Stainless steel13​14​15​
Alloy4​5​5​
Toll processing and logistics4​4​4​
Copper & brass3​2​2​
Miscellaneous6​6​5​
Total100%100%100%

The accounting policies of the metals service center segment are the same as those described inNote 1—“Summary of Significant Accounting Policies.”

The Company's chief operating decision maker (“CODM”) is the chief executive officer.

2025 Form 10-K / 69

The CODM assesses performance for the metals service center segment using net income and makes capital allocation decisions considering net income together with the level of operating cash flow, which generally supports growth and shareholder returns. Our organic growth activities relate to capital expenditures and our inorganic growth activities are comprised of acquisitions. Our shareholder returns include share repurchases and quarterly dividends which we have paid for 66 consecutive years.

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.

Information about our segment revenue, net income, significant expenses, and other quantitative information is presented below (in millions):

​​​​​​​​​
​Metals Service Centers Segment
Year Ended December 31, · 2025 · ​ ​ · 2024 · ​ ​ · 2023
Net sales$14,294.3​$13,835.0​$14,805.9
Less:​​​​​​​​
Cost of sales (exclusive of depreciation and amortization shown below)​10,186.8​​9,728.4​​10,258.6
Compensation expense​1,709.5​​1,614.8​​1,557.8
Other segment items(1)​1,085.0​​1,031.2​​963.3
Depreciation and amortization expense​278.2​​268.7​​245.4
Impairment​9.9​​11.7​​—
Interest expense​55.7​​40.3​​40.1
Income tax provision​227.6​​261.9​​400.6
Net income$741.6​$878.0​$1,340.1
​​​​​​​​​
Other Segment Disclosures:​​​​​​​​
Purchases of property, plant and equipment$328.9​$430.6​$468.8
(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.

Net sales by major geographic area and long-lived assets, including intangible assets and financial instruments, are presented below (in millions):

​​​​​​​​​
​ · United States · ​ ​ · Foreign Countries · ​ ​ · Total
Year Ended December 31, 2025:​​​​​​​​
Net sales$13,429.7​$864.6​$14,294.3
Long-lived assets(1)​5,808.1​​424.1​​6,232.2
Year Ended December 31, 2024:​​​​​​​​
Net sales​12,933.9​​901.1​​13,835.0
Long-lived assets(1)​5,708.9​​417.4​​6,126.3
Year Ended December 31, 2023:​​​​​​​​
Net sales​13,786.8​​1,019.1​​14,805.9
Long-lived assets(1)​5,288.4​​420.1​​5,708.5
(1)Long-lived assets, excluding intangible assets and financial instruments, in the U.S. were $2,741.4 million, $2,626.0 million and $2,299.5 million for the years ended December 31, 2025, 2024 and 2023, respectively; and $207.1 million, $194.1 million and $180.5 million in foreign countries for the years ended December 31, 2025, 2024 and 2023, respectively.

70 / 2025 Form 10-K

NOTE 20. IMPAIRMENT AND RESTRUCTURING CHARGES

In 2025 and 2024, we closed or reorganized certain of our locations that resulted in impairment and restructuring charges.

Impairment and restructuring charges consisted of the following (in millions):

​​​​​​​​​
​​
Year Ended December 31, · 2025 · ​ ​ · 2024 · ​ ​ · 2023
Trade name intangible assets$9.9​$11.2​$—
Property, plant and equipment​—​​0.5​​—
Total impairment charges​9.9​​11.7​​—
Restructuring––cost of sales​11.9​​10.2​​0.2
Restructuring––SG&A​6.6​​1.7​​1.5
Restructuring––depreciation​—​​1.5​​0.5
Restructuring––other expense​0.3​​1.5​​—
Total impairment and restructuring charges$28.7​$26.6​$2.2

The measurement of the intangible assets at fair value was determined using discounted cash flow techniques. The use of discounted cash flow models requires judgment and requires the use of inputs by management that are unobservable, including revenue forecasts, discount rates and long-term growth rates.

2025 Form 10-K / 71

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