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RELIANCE, INC.

For the period ended Sep 30, 2026. Filed Oct 27, 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.

Sep 30, 2026 · Filed Oct 27, 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 2026-06-30; filed 2026-07-28.

0001104659-26-087528

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-27.

0001104659-26-119157

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 72 previous paragraphs and 73 current paragraphs.

39 unchanged; 29 reworded; 5 added; 3 removed; 1 previous and 0 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 (5)

Current report

Record tons sold and higher average selling prices drove record net sales of $5.21 billion in the third quarter and $13.87 billion for the nine months ended September 30, 2026, up 43% and 28%, respectively, year-over-year. For the third quarter of 2026, tons sold increased 16% and average selling price per ton sold increased 24% year-over-year, reflecting strong underlying demand across most end markets.

Current report

Third Quarter and Nine Months Ended September 30, 2026 Compared to 2025

Current report

Net sales increased to record levels due to record tons sold, with the U.S. border wall project contributing 9.4 percentage points and 4.9 percentage points to the increase in tons sold in the third quarter and nine months ended September 30, 2026, respectively, and higher ASP.

Current report

Both carbon steel and aluminum prices have benefited from the current trade environment.

Current report

In the third quarter of 2026, we recorded a $2.0 million impairment charge related to a trade name in connection with restructuring activities.
Removed paragraphs (3)

Previous report

Second Quarter and Six Months Ended June 30, 2026 Compared to Second Quarter and Six Months Ended June 30, 2025

Previous report

Net sales increased due to record tons sold, including a 5.2 percentage point contribution from the U.S. border wall project, and higher ASP.

Previous report

Carbon steel prices have benefited from tight supply conditions and solid underlying demand. Aluminum prices continue to be at historically elevated levels, largely due to the 50% tariff imposed under Section 232 in June 2025.
Reworded paragraphs (29)

Previous wording

The following sets forth certain income statement data for the second quarters and first six months of 2026 and 2025 (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 third quarter and nine months ended September 30, 2026 and 2025, respectively (dollars are shown in millions, except per share amounts, and certain percentages may not calculate due to rounding):

Previous wording

Record tons sold and significant increases in average selling price per ton sold drove net sales to $4.63 billion in the second quarter and $8.66 billion in the first six months of 2026, up 26.5% and 21.2%, respectively, from the prior year periods. For the second quarter of 2026, tons sold increased 10.8% and average selling price per ton sold improved 14.5% year-over-year, reflecting strong underlying demand across most end markets. In the first quarter of 2026, we were awarded a multi-year contract by the U.S. Department of Homeland Security to provide steel and steel logistics support services for the construction of the border wall along the Southwest U.S. border (the U.S. border wall project). Steel deliveries under the contract began in the second quarter of 2026 and contributed 5.2 percentage points to year-over-year tons sold growth in the quarter.

Current wording

In the first quarter of 2026, we were awarded a multi-year contract by the U.S. Department of Homeland Security to provide steel and steel logistics support services for the construction of the border wall along the Southwest U.S. border (the “U.S. border wall project”). Deliveries under the contract began in the second quarter of 2026 and contributed 9.4 percentage points and 4.9 percentage points to year-over-year tons sold growth in the third quarter and nine months ended September 30, 2026, respectively.

Previous wording

Our second quarter of 2026 year-over-year growth in tons sold exceeded the industry-wide increase of 5.5% reported by the Metals Service Center Institute by over five 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 delivery and value-added processing, enabled us to gain market share in a complex operating environment.

Current wording

Continuing a multi-year trend of market share gains, our third quarter of 2026 year-over-year growth in tons sold exceeded the industry shipment increase of approximately 10% reported by the Metals Service Center Institute by more than five percentage points. We believe our scale, diversified business model, and customer service capabilities, including delivery and value-added processing, supported these market share gains.

Previous wording

Carbon steel prices have benefited from tight supply conditions and solid underlying demand. Aluminum prices continue to be at historically elevated levels, largely due to the 50% tariff imposed under Section 232 in June 2025.

Current wording

Carbon steel prices have benefited from tight supply conditions, solid underlying demand and supportive trade policy, including the 50% Section 232 tariff. Aluminum prices also remain at historically elevated levels, supported in part by the 50% Section 232 tariff implemented in June 2025.

Previous wording

Gross profit margin under our LIFO method was 28.1% for the second quarter and 28.6% for the first six months of 2026, compared to 29.7% for the same 2025 periods. Higher carbon steel and aluminum product costs significantly increased our LIFO expense, year-over-year. On a FIFO basis, which excludes the impact of LIFO accounting and is how management evaluates operating performance, gross profit margin improved 10 basis points in the second quarter of 2026 compared to the prior year period despite shipments under the U.S. border wall project reducing gross profit margin by approximately 40 basis points. The contract, however, was accretive to pretax income margin due to our ability to leverage our existing infrastructure, resulting in lower incremental operating costs.

Current wording

Gross profit of $1.45 billion in the third quarter of 2026 was the second-highest quarterly gross profit in our history. Gross profit margin under our LIFO method was 27.9% for the third quarter and 28.3% for the nine months ended September 30, 2026, compared to 28.3% and 29.2% for the same 2025 periods. Higher carbon steel and aluminum product costs significantly increased our LIFO expense year-over-year. On a FIFO basis, which excludes the impact of LIFO accounting and is how management evaluates operating performance, gross profit margin improved 260 basis points and 80 basis points in the third quarter and nine months ended September 30, 2026, respectively, compared to the same 2025 periods, due to higher gross profit margins on carbon steel products. Shipments of carbon steel plate and tubing under the U.S. border wall project reduced FIFO gross profit margin by 60 basis points and 40 basis points in the third quarter and nine months ended September 30, 2026, respectively. Despite its dilutive impact on gross profit margin, the U.S. border wall project was accretive to pretax income margin due to our ability to leverage existing infrastructure and incur lower incremental operating costs.

Previous wording

The increases in SG&A expense were primarily due to variable warehousing and delivery costs associated with higher tons sold, increased incentive compensation resulting from higher profitability, inflationary impacts on transportation costs from higher fuel prices and wage and benefit inflation. On a per ton basis, SG&A expense increases were more moderate at 0.9% and 2.3% in the second quarter and first six months of 2026. The U.S. border wall project generated favorable operating leverage due to a below-average SG&A expense per ton profile, contributing approximately 30 basis points to our pretax income margin in the second quarter of 2026.

Current wording

The increases in SG&A expense were primarily due to variable warehousing and delivery costs associated with higher tons sold, increased incentive compensation resulting from higher profitability, higher transportation costs from elevated fuel prices, and wage and benefit inflation. On a per ton basis, SG&A expense increased moderately by 2.4% and 2.3% in the third quarter and nine months ended September 30, 2026, respectively. The U.S. border wall project generated favorable operating leverage due to its below-average SG&A expense per ton, contributing 40 basis points and 30 basis points to our pretax income margin in the third quarter of 2026 and nine months ended September 30, 2026, respectively.

Previous wording

Driven by higher selling prices, improved operating leverage, and a $0.41 EPS contribution from the U.S. border wall project, earnings per diluted share increased 42.3% for the second quarter of 2026 and 39.6% for the first six months of 2026 compared to 2025.

Current wording

Driven by higher selling prices, improved operating leverage, and U.S. border wall project EPS contributions of $0.74 and $1.14 in the third quarter and nine months ended September 30, 2026, respectively, earnings per diluted share increased to $7.84 (the third-highest quarterly EPS in our history) and $19.21, respectively, up 118% and 64% compared to the same 2025 periods.

Previous wording

Operating cash flow in the first six months of 2026 increased $20.1 million to $313.6 million, despite a significant working capital increase related to strong shipment volume and higher metals pricing.

Current wording

Operating cash flow in the nine months ended September 30, 2026 decreased $29.7 million to $525.6 million, as a significant working capital increase related to strong shipment volume and higher metals pricing more than offset higher profitability.

Previous wording

We did not repurchase any shares in the second quarter of 2026. Returns to stockholders in the first six months of 2026 totaled $364.6 million, consisting of $234.2 million of share repurchases and $130.4 million of cash dividends, including a 4.2% increase in our regular quarterly dividend in the first quarter.

Current wording

Returns to stockholders in the nine months ended September 30, 2026 totaled $473 million, consisting of $279 million of share repurchases and $194 million of cash dividends, including a 4.2% increase in our regular quarterly dividend in the first quarter.

Previous wording

Tons sold and ASP exclude our toll processed tons. Our ASP includes intercompany transactions that are eliminated from our consolidated net sales.

Current wording

Tons sold and ASP exclude our toll processed tons. ASP is based on total sales, including intercompany transactions that are eliminated from our consolidated net sales.

Previous wording

The increases in tons sold reflect improved demand across most of our end markets, as well as market share gains despite ongoing trade policy uncertainty. Underlying demand was notably strong across the broader manufacturing sector, primarily due to growth in the industrial machinery, shipbuilding, military, consumer products and construction machinery sectors. Demand in our largest end market by tons sold, non-residential construction, including infrastructure and data centers, also improved year-over-year.

Current wording

The increases in tons sold reflect improved demand across most of our end markets and market share gains. Demand in our largest end market by tons sold, non-residential construction, including buildings, energy and public infrastructure projects, and data centers, improved year-over-year. Demand was also notably strong across the broader manufacturing sector, supported by strength in industrial machinery, shipbuilding, military, and construction machinery sectors.

Previous wording

Since we primarily purchase and sell our inventories in the spot market, our ASP generally fluctuates with changes in replacement costs of the various metals we purchase. Product mix can also have an impact on our ASP. Because carbon steel sales represent a majority of our gross sales, changes in carbon steel prices have the most significant impact on our ASP.

Current wording

Our ASP generally fluctuates with changes in replacement costs of the various metals we purchase since we primarily purchase and sell our inventories in the spot market. Product mix can also have an impact on our ASP. Because carbon steel sales represent a majority of our total sales, changes in carbon steel prices have the most significant impact on our ASP.

Previous 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 increases in LIFO expense were due to more significant increases in metal pricing in 2026 compared to 2025. As of June 30, 2026, the inventory balance in our consolidated balance sheet includes a LIFO method inventory valuation reserve of $698.6 million.

Current wording

We record, in cost of sales, noncash adjustments to our LIFO method inventory valuation reserve that reflect cost of sales at current replacement costs. The increases in LIFO expense were due to more significant increases in metal pricing in 2026 compared to 2025. As of September 30, 2026, the inventory balance in our consolidated balance sheet includes a LIFO method inventory valuation reserve of $886.1 million.

Previous wording

Our FIFO gross profit margins, which exclude the impact of LIFO accounting, were generally consistent year-over-year.

Current wording

Our FIFO gross profit margins, which exclude the impact of LIFO accounting, improved 260 basis points and 80 basis points in the third quarter and nine months ended September 30, 2026, respectively, compared to the same prior-year periods, primarily due to higher gross profit margins on carbon steel products.

Previous wording

The increases in SG&A expense were primarily due to variable warehousing and delivery costs associated with higher tons sold, increased incentive compensation resulting from higher profitability, inflationary impacts on transportation costs from higher fuel prices and wage and benefit inflation. On a per ton basis, SG&A expense increases were more moderate at 0.9% and 2.3% in the second quarter and first six months of 2026, respectively.

Current wording

The increases in SG&A expense were primarily due to variable warehousing and delivery costs associated with higher tons sold, increased incentive compensation resulting from higher profitability, higher transportation costs from elevated fuel prices, and wage and benefit inflation. On a per ton basis, SG&A expense increased moderately by 2.4% and 2.3% in the third quarter and nine months ended September 30, 2026, respectively.

Previous wording

SG&A margin improved as higher ASP enhanced operating leverage. Shipments under the U.S. border wall project also generated favorable operating leverage due to a below-average SG&A expense per ton profile, contributing to increases in our operating income margins.

Current wording

SG&A margins improved as higher ASP and tons sold enhanced operating leverage. Below-average SG&A expense per ton on shipments under the U.S. border wall project further contributed to the improvement in our SG&A margins.

Previous wording

Improved operating leverage increased operating margin, including a benefit of approximately 30 basis points and 20 basis points from shipments under the U.S. border wall project in the second quarter and first six months of 2026, respectively.

Current wording

Improved operating leverage increased operating margin, including a benefit of 40 basis points and 20 basis points from shipments under the U.S. border wall project in the third quarter and nine months ended September 30, 2026, respectively.

Previous wording

Our effective income tax rates for the second quarters and six months ended June 30, 2026 were 24.7% and 24.4%, respectively, compared to 23.0% and 23.3% for the respective 2025 periods. The differences between our effective income tax rates and the U.S. federal statutory rate of 21.0% were mainly due to state income taxes partially offset by the net effects of company-owned life insurance policies.

Current wording

Our effective income tax rates for the third quarter and nine months ended September 30, 2026 were 24.2% and 24.3%, respectively, compared to 23.3% for the same 2025 periods. The differences between our effective income tax rates and the U.S. federal statutory rate of 21.0% were mainly due to state income taxes partially offset by the net effects of company-owned life insurance policies.

Previous wording

As of June 30, 2026, we had $235.4 million in cash and cash equivalents, and our net debt-to-total capital ratio was 16.2%, compared to 14.4% at December 31, 2025, reflecting increased borrowings under our revolving credit facility.

Current wording

As of September 30, 2026, we had $246.0 million in cash and cash equivalents, and our net debt-to-total capital ratio was 15.3%, compared to 14.4% at December 31, 2025, reflecting increased borrowings under our revolving credit facility.

Previous wording

Net cash provided by operating activities in the first six months of 2026 increased $20.1 million year-over-year to $313.6 million, primarily due to a significant increase in profitability, which was largely offset by higher working capital requirements associated with stronger shipment volumes and higher metals pricing.

Current wording

Net cash provided by operating activities in the nine months ended September 30, 2026 decreased $29.7 million year-over-year to $525.6 million, primarily due to higher working capital requirements associated with stronger shipment volumes and higher metals pricing, which more than offset a significant increase in profitability.

Previous wording

Net cash used in investing activities was $146.8 million in the first six months of 2026, a decrease of $12.0 million from $158.8 million in 2025. The decrease was primarily attributable to a $16.9 million reduction in capital expenditures. Capital expenditures in both periods included significant investments in growth initiatives.

Current wording

Net cash used in investing activities was $215.9 million in the nine months ended September 30, 2026, a decrease of $16.8 million from $232.7 million in 2025. The decrease was primarily attributable to a $19.1 million reduction in capital expenditures. Capital expenditures in both periods included significant investments in growth initiatives.

Previous wording

Net cash used in financing activities was $146.2 million in the first six months of 2026, a decrease of $75.8 million from $222.0 million in 2025. The decrease primarily resulted from $98.9 million lower share repurchases, partially offset by a $39.0 million decrease in net borrowings under our revolving credit facility. Returns to stockholders also reflected a 4.2% increase in our quarterly dividend rate, effective in the first quarter of 2026. Total dividend payments were $130.4 million in the first six months of 2026, up slightly from the first six months of 2025 due to the offsetting impact of share repurchase activity.

Current wording

Net cash used in financing activities was $280.7 million in the nine months ended September 30, 2026, a decrease of $106.5 million from $387.2 million in 2025. The decrease primarily resulted from $115.1 million lower share repurchases, partially offset by a $20.0 million decrease in net borrowings under our revolving credit facility. Despite a 4.2% increase in our quarterly dividend rate, effective in the first quarter of 2026, total dividend payments were $194.2 million in the nine months ended September 30, 2026, only slightly higher year-over-year due to the offsetting impact of share repurchase activity.

Previous wording

Income taxes paid were $142.7 million in the six months ended June 30, 2026 compared to $71.0 million in 2025. The increase was mainly due to higher estimated tax payments as a result of increased pretax income.

Current wording

Income taxes paid were $213.6 million in the nine months ended September 30, 2026 compared to $115.7 million in 2025. The increase was mainly due to higher estimated tax payments as a result of increased pretax income.

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 for the foreseeable future.

Current wording

We believe our primary sources of liquidity, including funds generated from operations, cash and cash equivalents and our $1.5 billion unsecured 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

As of June 30, 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 wording

As of September 30, 2026, we had $400.0 million outstanding under our Term Loan, which matures prior to the September 10, 2029 maturity of our revolving credit facility.

Previous wording

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 expect our sources of liquidity to remain adequate to maintain operations, make necessary capital expenditures, finance strategic growth through acquisitions and internal initiatives, and fund our stockholder return activities.

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 $1.01 billion of remaining borrowing capacity under our 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 expect our sources of liquidity to remain 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 July 17, 2026, our Board of Directors declared the 2026 third quarter cash dividend of $1.25 per share.

Current wording

On October 20, 2026, our Board of Directors declared the 2026 fourth quarter cash dividend of $1.25 per share.

Previous wording

As of June 30, 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.

Current wording

On October 20, 2026, the Board of Directors amended our share repurchase program, increasing the repurchase authorization to $2.5 billion. 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

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.

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 atreliance.com and our investor relations website,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 previous paragraphs (1)

Previous report — wording carried elsewhere

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 $980.0 million of remaining borrowing