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RELIANCE, INC.

For the period ended Mar 31, 2026. Filed Apr 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 29, 2026

RS$417.00+0.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-28.

0001104659-25-103175

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-29.

0001104659-26-051524

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 75 previous paragraphs and 71 current paragraphs.

23 unchanged; 18 reworded; 27 added; 34 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (27)

Current report

Net sales were $4.03 billion in the first quarter of 2026, an increase of 15.5% compared to 2025, driven by record tons sold, which increased 2.7%, and a 12.6% increase in average selling price per ton sold. Shipments grew across most end markets, with notably strong underlying demand across the broader manufacturing

Current report

sector, primarily due to growth in industrial machinery, shipbuilding, military, consumer products and construction machinery. Demand in our largest end market by tons sold, non-residential construction, including infrastructure and data centers, also improved year-over-year.

Current report

Growth in tons sold exceeded the industry-wide decline of 5.1% reported by the Metals Service Center Institute (“MSCI”) by nearly 8 percentage points, continuing a multi-year trend of outperformance relative to industry shipments. We believe our scale, diversified business model, and customer service capabilities, including next-day delivery and value-added processing, enabled us to gain market share in a complex operating environment.

Current report

Carbon steel prices have benefited from tight supply conditions and solid underlying demand. Aluminum prices are at record levels, driven primarily by the 50% tariff imposed under Section 232 in June 2025.

Current report

Gross profit margin under our LIFO method was 29.1% compared to 29.7% in 2025. On a FIFO basis, which excludes the impact of LIFO accounting and is how we evaluate our ongoing operating performance, gross profit margin declined approximately 40 basis points to 30.0%. Despite the lower margin, gross profit per ton increased for most of the products we sold.

Current report

SG&A expense per ton increased 3.7%, reflecting higher incentive-based compensation associated with increased profitability, inflationary impacts on compensation and related benefits, and on certain warehousing and delivery costs. However, higher average selling price per ton sold improved operating leverage, resulting in a 150 basis point decline in SG&A margin.

Current report

Pretax income increased $87.1 million, or 33.2%, driven by volume growth, improved gross profit per ton, and improved operating leverage. As a result, pretax income margin improved 120 basis points to 8.7%.

Current report

Earnings per diluted share were $5.10 compared to $3.74 in 2025, an increase of 36.4%. The increase was primarily driven by higher profitability and, to a lesser extent, a 3% reduction in outstanding shares from continued share repurchase activity.

Current report

Operating cash flow increased $86.9 million to $151.4 million, primarily due to improved profitability.

Current report

Investments in capital expenditures declined $22.7 million in the first quarter of 2026 compared to 2025.

Current report

Returns to stockholders totaled $300.8 million, consisting of $234.2 million of share repurchases and $66.6 million of cash dividends, including a 4.2% increase in our regular quarterly dividend.

Current report

First Quarter Ended March 31, 2026 Compared to First Quarter Ended March 31, 2025

Current report

(in millions, except tons in thousands and average selling price per ton sold)

Current report

Net sales increased due to record tons sold and an increase in average selling price per ton sold.

Current report

Our increase in tons sold reflects improved demand across most of our end markets, as well as market share gains achieved against a backdrop of ongoing trade policy uncertainty. We believe customers have continued

Current report

to purchase in smaller quantities more frequently in the current operating environment, and that our diversified business model and high levels of customer service support growth in tons sold, enabling us to outperform the industry-wide decline in shipments.

Current report

Carbon steel prices have benefited from tight supply conditions and solid underlying demand. Aluminum prices are at record levels, driven primarily by the 50% tariff imposed under Section 232 in June 2025.

Current report

SG&A expense per ton increased 3.7%, reflecting higher incentive-based compensation associated with increased profitability, inflationary impacts on compensation and related benefits, and on certain warehousing and delivery costs. SG&A margin improved as higher average selling price per ton sold improved operating leverage.

Current report

Operating income increased due to record tons sold and a higher average selling price per ton sold that offset a moderate decline in gross profit margin. Operating margin increased 120 basis points from improved operating leverage of our operating expenses.

Current report

Net cash provided by operating activities increased $86.9 million to $151.4 million, primarily due to improved profitability.

Current report

Net cash used in investing activities of $70.0 million in the first quarter of 2026 decreased $17.6 million compared to $87.6 million in 2025. Our investment in capital expenditures declined $22.7 million in the first quarter of 2026 compared to 2025. The majority of our capital expenditures in the first quarter of 2026 and 2025 were related to growth initiatives.

Current report

As of March 31, 2026, we had $400.0 million outstanding under our Term Loan that matures prior to the September 10, 2029 maturity of our $1.5 billion unsecured revolving credit facility.

Current report

Decisions regarding the timing and amount of share repurchases are made within the context of our overall capital allocation priorities, including funding operating needs, planned capital expenditures, strategic acquisitions, maintaining targeted leverage metrics and returning capital to stockholders. The execution of repurchases may be affected by market conditions, business performance, liquidity considerations and other factors.

Current report

Goodwill and other indefinite-lived intangible assets are not amortized but are subject to annual impairment tests and additional evaluation when triggering events occur. Other intangible assets are amortized over their estimated useful lives, and we review long-lived assets for impairment when indicators are present.

Current report

During the first quarter of 2026, in connection with an operational realignment, the Company changed its reporting units. There was no change to the Company's reportable segments.
Removed paragraphs (34)

Previous report

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.

Previous report

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

Previous report

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

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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, 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.

Previous report

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

Previous report

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.

Previous report

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.

Previous report

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

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

We have a $1.5 billion unsecured revolving credit facility (“Credit Agreement”) with $238.0 million of outstanding borrowings as of September 30, 2025. Theunsecured revolving credit facility had no outstanding borrowings as of December 31, 2024.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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

Previous report

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.
Reworded paragraphs (18)

Previous wording

This report contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements may include, but are not limited to, discussions of our industry and end markets, business strategies, acquisitions, and expectations concerning our future growth and profitability and our ability to generate industry leading returns for our stockholders, as well as future demand and metals pricing and our results of operations, margins, profitability, taxes, liquidity, macroeconomic conditions, including inflation, and the possibility of an economic recession or slowdown, litigation matters and capital resources. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “preliminary,” “range,” “intend” and “continue,” the negative of these terms, and similar expressions. All statements contained in this report that are not statements of historical fact are forward-looking statements. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date of such statements. We caution readers not to place undue reliance on forward-looking statements.

Current wording

This report contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements may include, but are not limited to, discussions of our: industry and end markets; business strategies; acquisitions; expectations concerning our future growth and profitability; ability to generate industry leading returns for our stockholders; future demand and metals pricing; results of operations; margins; profitability; taxes; liquidity; cash flows; capital expenditures; expectations for macroeconomic conditions, including inflation, and the possibility of an economic recession or slowdown; anticipated effects from regulatory changes, including taxation, tariffs and other trade barriers; litigation matters and capital resources. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “preliminary,” “range,” “intend” and “continue,” the negative of these terms, and similar expressions. All statements contained in this report that are not statements of historical fact are forward-looking statements. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date of such statements. We caution readers not to place undue reliance on forward-looking statements.

Previous wording

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 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; U.S. and foreign trade policies specifically affecting metals product markets and pricing; the possibility that the expected benefits of acquisitions and capital expenditures may not materialize as expected; and the impacts of labor constraints and supply chain disruptions. Deteriorations in economic conditions as a result of tariffs or trade barriers, economic policies, inflation, economic recession, slowing growth, outbreaks of infectious disease, or geopolitical conflicts such as in Ukraine and the Middle East, could lead to a decline in demand for our products and services and negatively impact our business, and may also impact financial markets and corporate credit markets which could adversely impact our access to financing, or the terms of any financing. Other factors which could cause actual results to differ materially from our forward-looking statements include those disclosed in this report and in other reports we have filed with the United States Securities and Exchange Commission (the “SEC”). Important risks and uncertainties about our business can be found elsewhere in this Quarterly Report on Form 10-Q and in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and in other documents Reliance files or furnishes with the SEC. The Company cannot at this time predict all of the impacts of domestic and foreign tariffs and trade policies, inflation, product price fluctuations, economic recession, outbreaks of infectious disease, geopolitical conflicts and related economic effects, but these factors, individually or in any combination, could have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.

Current wording

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; changes in U.S. and foreign trade policies and programs, including tariffs and trade policies and programs specifically affecting metal product markets and pricing; slowing economic growth, inflation, rising unemployment or other macroeconomic factors that could materially impact us, our customers and suppliers; metals pricing; demand for our products and services; the possibility that the expected benefits of government contracts, acquisitions and capital expenditures may not materialize as expected; and the impacts of labor constraints and supply chain disruptions. Deteriorations in economic conditions, including as a result of tariffs or trade barriers, economic policies, inflation, economic recession, slowing growth, outbreaks of infectious disease, or geopolitical conflicts such as in Ukraine, Iran and the Middle East, could lead to a decline in demand for our products and services and negatively impact our business, and may also impact financial markets and corporate credit markets which could adversely impact our access to financing, or the terms of any financing. Other factors which could cause actual results to differ materially from our forward-looking statements include those disclosed in this report and in other reports we have filed with the United States Securities and Exchange Commission (the “SEC”). Important risks and uncertainties about our business can be found elsewhere in this Quarterly Report on Form 10-Q and in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and in other documents Reliance files or furnishes with the SEC. The Company cannot at this time predict all of the impacts of domestic and foreign tariffs and trade policies, inflation, product price fluctuations, economic recession, outbreaks of infectious disease, geopolitical conflicts and related economic effects, but these factors, individually or in any combination, could have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.

Previous wording

The statements contained in this quarterly report on Form 10-Q speak only as of the date that they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Except as required by law, we disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in assumptions, beliefs, or expectations or any change in events, conditions, or circumstances upon which any such forward-looking statements are based. You should review any additional disclosures we make in any subsequent press releases and Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC.

Current wording

The statements contained in this Quarterly Report on Form 10-Q speak only as of the date that they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Except as required by law, we disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in assumptions, beliefs, or expectations or any change in events, conditions, or

Previous wording

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):

Current wording

The following sets forth certain income statement data for the first quarter of 2026 and 2025 (dollars are shown in millions, except per share amounts, and certain percentages may not calculate due to rounding):

Previous wording

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.

Current wording

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.

Previous wording

The mix of our total sales by major commodity products and year-over-year changes in selling pricesare presented below:

Current wording

The mix of our total sales by major commodity products and year-over-year changes in selling prices are presented below:

Previous wording

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.

Current wording

We record, in cost of sales, noncash adjustments to our LIFO method inventory valuation reserve that, in effect, reflect cost of sales at current replacement costs. The increase in LIFO expense was due to more significant increases in metal pricing in 2026 compared to 2025. As of March 31, 2026, the inventory balance in our consolidated balance sheet includes a LIFO method inventory valuation reserve of $586.1 million.

Previous wording

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.

Current wording

See “Overview” and*“Net Sales”*above for further discussion of our gross profit margin and discussion of trends in both demand and costs of our products, and product pricing.

Previous wording

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.

Current wording

Our effective income tax rates for the first quarters of 2026 and 2025 were 24.0% and 23.6%, respectively. 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 partially offset by the net effects of company-owned life insurance policies.

Previous wording

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 $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.

Current wording

Net cash used in financing activities of $46.6 million in the first quarter of 2026 increased $28.0 million from $18.6 million in 2025. The increase was mainly the result of reduced net debt borrowings under our revolving credit facility of $57.7 million, partially offset by a $19.0 million decrease in share repurchases. Our returns to stockholders also included a 4.2% increase in our quarterly dividend rate effective in the first quarter of 2026; however, total dividend payments of $66.6 million in the first quarter of 2026 were consistent with 2025, as our share repurchase activity reduced outstanding shares by 3.0% year-over-year.

Previous wording

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 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.

Current wording

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 for the foreseeable future.

Previous wording

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

Current wording

See* Note 6—“Debt*” to our consolidated financial statements in Item 1 for further information on our Credit Agreement, Term Loan and indentures governing our debt securities.

Previous wording

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.

Current wording

We believe we will continue to have sufficient liquidity to fund future operating needs and repay debt obligations as they become due. In addition to funds generated from operations and $950.0 million of remaining borrowing capacity under our unsecured revolving credit facility, we expect 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, and fund our stockholder return activities.

Previous wording

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. We have paid quarterly cash dividends on our common stock for 66 consecutive years and have never reduced or suspended our regular quarterly dividend.

Current wording

We have paid regular quarterly dividends to our stockholders for 67 consecutive years and increased the quarterly dividend on our common stock 33 times since our 1994 IPO, with the most recent increase of 4.2% from $1.20 to $1.25 per share effective in the first quarter of 2026. We have never reduced or suspended our regular quarterly dividend.

Previous wording

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

Current wording

See* Note 9—“Equity*” to our consolidated financial statements in Item 1 for information on our share repurchases.

Previous wording

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.

Current wording

As of March 31, 2026, we had $529.3 million of remaining authorization under our $1.5 billion share repurchase program that was most recently amended by our Board of Directors on October 22, 2024. The program does not require the repurchase of 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.

Previous wording

Our consolidated financial statements have been prepared in accordance with GAAP. When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of our accounting policies are critical due to the fact that they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. 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.

Current wording

Our consolidated financial statements have been prepared in accordance with GAAP. When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of our accounting policies are critical due to the fact that they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our most critical accounting estimates include those related to the recoverability of goodwill, 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.

Previous wording

The Company may use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website atwww.reliance.com, and our investors relations website,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” athttps://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 or in any other report or document we file with the SEC.

Current wording

The Company may use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website atwww.reliance.com and our investor relations website,https://investor.reliance.com. At our investor relations website, 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. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address through our investor relations website. The information found on these websites is not incorporated into this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any references to website URLs are intended to be inactive textual references only.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

circumstances upon which any such forward-looking statements are based. You should review any additional disclosures we make in our press releases and other documents we file with or furnish to the SEC.

Current report — wording carried from elsewhere

As of March 31, 2026, we had $249.7 million in cash and cash equivalents, and our net debt-to-total capital ratio was 16.9%, compared to 14.4% at December 31, 2025, reflecting increased borrowings under our revolving credit facility.

Current report — wording carried from elsewhere

On April 17, 2026, our Board of Directors declared the 2026 second quarter cash dividend of $1.25 per share.