RELIANCE, INC.

Previous wording

The terms “Company,” “Reliance,” “we,” “our,” and “us” refer to Reliance, Inc. and all its subsidiaries that are consolidated in accordance with U.S. generally accepted accounting principles, unless otherwise indicated.

Current wording

The terms “Company,” “Reliance,” “we,” “our,” and “us” refer to Reliance, Inc. and all its subsidiaries that are consolidated in accordance with U.S. generally accepted accounting principles (“GAAP”), unless otherwise indicated.

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 due to, among other factors, U.S. and foreign trade policies and the impact on economic conditions, inflation and the increasing likelihood of an economic recession that could materially impact us, our customers and suppliers, metals pricing, and demand for our products and services; U.S. and foreign trade policies affecting metals product markets and pricing specifically; 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 due to, among other factors, U.S. and foreign trade policies and the related impact on economic conditions, inflation and the likelihood of an economic recession 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.

Previous wording

The following sets forth certain income statement data for the first quarters of 2025 and 2024 (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 second quarters and first six months of 2025 and 2024 (dollars are shown in millions, except per share amounts, and certain percentages may not calculate due to rounding):

Previous wording

Underlying demand in the first quarter of 2025 was healthy in the majority of our end markets, most notably in non-residential construction, despite ongoing uncertainty in both domestic and international economic policy. Our tons sold were a record in the first quarter of 2025, however our operating results declined year-over-year, mainly due to lower metals prices and gross profit margin. The declining metals pricing trend we experienced throughout 2024 and into February 2025 reversed with strong metals pricing increases throughout March that held into April.

Current wording

Demand in the second quarter and first six months of 2025 was healthy in the majority of the end markets we serve, most notably in non-residential construction, despite the current uncertain trade environment. Our second quarter of 2025 tons sold were a second-quarter record following record quarterly tons sold in the first quarter of 2025; however, our operating results declined year-over-year mainly due to lower average selling prices. The declining metals pricing trend we experienced throughout 2024 and into February 2025 reversed in March 2025 when trade actions were announced. Given the strong tariff-driven momentum of both demand and metals pricing near the end of the first quarter of 2025, pricing for many carbon steel and aluminum products peaked in April, then declined for the remainder of the second quarter.

Previous wording

Cash used in investing activities in the first quarter of 2025 were mainly comprised of organic growth activities related to capital expenditures of $86.9 million in the first quarter of 2025, which declined from $108.7 million in the first quarter of 2024.

Current wording

Cash used in investing activities in the first six months of 2025 was mainly comprised of organic growth activities related to capital expenditures of $174.5 million in the first six months of 2025, which declined from $206.9 million in the first six months of 2024. In the first six months of 2025, we did not complete any new acquisitions compared to three acquisitions completed for $346.5 million in the first six months of 2024.

Previous wording

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 first quarters of 2025 and 2024 were combined net sales of $99.4 million and $16.1 million, respectively, from our 2024 acquisitions.

Current wording

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 first six months of 2025 and 2024 were combined net sales of $193.9 million and $115.1 million, respectively, from our 2024 acquisitions.

Previous wording

Our net sales declined year-over-year due to declines in major commodity selling prices which outweighed record tons sold. Since we primarily purchase and sell our inventories in the spot market, our average selling prices generally fluctuate with the changes in replacement costs of the various metals we purchase. The mix of products sold can also have an impact on our average selling price per ton sold. As carbon steel sales represented 53% of our gross sales for the first quarter of 2025, changes in carbon steel prices have the most significant impact on changes in our average selling price per ton sold.

Current wording

Net sales for the first six months of 2025 decreased year-over-year due to a lower average selling price per ton sold. Since we primarily purchase and sell our inventories in the spot market, our average selling prices generally fluctuate with the changes in replacement costs of the various metals we purchase. The mix of products sold can also have an impact on our average selling price per ton sold. As carbon steel sales represent a majority of our gross sales, changes in carbon steel prices have the most significant impact on changes in our average selling price per ton sold.

Previous wording

Gross profit decreased from the first quarter of 2024 mainly due to a lower average selling price per ton sold that outweighed record tons sold, and to a lesser extent a decrease in gross profit margin.

Current wording

The decrease in gross profit for the first six months of 2025 compared to the same period in 2024 was mainly due to a lower average selling price per ton sold that outweighed an increase in tons sold to record levels.

Previous wording

We record, in cost of sales, non-cash adjustments to our LIFO method inventory valuation reserve that, in effect, reflects cost of sales at current replacement costs. The inventory caption of our consolidated balance sheet includes a LIFO method inventory valuation reserve of $459.9 million as of March 31, 2025.

Current wording

We record, in cost of sales, non-cash adjustments to our LIFO method inventory valuation reserve that, in effect, reflects cost of sales at current replacement costs. The changes in LIFO expense (income) were due to the rising metals pricing environment in the first six months of 2025 compared to the declining metals pricing trend in the same period in 2024. As of June 30, 2025, the inventory caption in our consolidated balance sheet includes a LIFO method inventory valuation reserve of $484.9 million.

Previous wording

See*“Net Sales”* above for discussion of trends in demand and product costs and*“Expenses”* for trends in our operating expenses.

Current wording

See*“Net Sales”* above for discussion of trends in demand, product costs and pricing, and*“Expenses”* for trends in our operating expenses.

Previous wording

Our effective income tax rates for the first quarters of 2025 and 2024 were 23.6% and 23.3%, 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.

Current wording

Our effective income tax rates for the second quarter and first six months of 2025 were 23.0% and 23.3%, respectively, compared to 23.3% for the same 2024 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.

Previous wording

Net cash provided by operations of $64.5 million in the first quarter of 2025 decreased $61.8 million from $126.3 million in the first quarter of 2024. The decrease was mainly due to a $103.3 million decline in net income, partially offset by changes in operating assets and liabilities. Changes in operating assets and liabilities (exclusive of acquisitions) used cash of $223.4 million in the first quarter of 2025 compared to $256.9 million in the first quarter of 2024.

Current wording

Net cash provided by operations of $293.5 million in the first six months of 2025 decreased $199.1 million from $492.6 million in the same period in 2024. The decrease was mainly due to a $137.4 million decline in net income and changes in operating assets and liabilities. Changes in operating assets and liabilities used cash of $302.5 million in the

Previous wording

of 2024 and a $21.8 million decrease in capital expenditures. The majority of our capital expenditures in the first quarters of 2025 and 2024 were related to growth activities.

Current wording

Net cash used in investing activities of $158.8 million in the first six months of 2025 decreased $403.2 million from $562.0 million in the same period in 2024. The decrease was mainly due to no acquisitions in the first six months of 2025 compared to three acquisitions completed in the same period in 2024 for $346.5 million and, to a lesser extent, a $32.4 million decrease in capital expenditures. The majority of our capital expenditures in the first six months of 2025 and 2024 related to growth activities.

Previous wording

Net cash used in financing activities of $18.6 million in the first quarter of 2025 decreased $71.7 million from $90.3 million in the first quarter of 2024. The decrease was mainly the result of increased net debt borrowings on our revolving credit facility, partially offset by increased share repurchases. Net debt borrowings were $330.0 million in the first quarter of 2025 compared to no net debt borrowings in the first quarter of 2024. In the first quarter of 2025, we repurchased $253.2 million of our common stock compared to no repurchases in the first quarter of 2024. Our returns to stockholders also included a 9.1% increase in our quarterly dividend rate in February 2025; however, our total dividend payments of $65.2 million in the first quarter 2025 were lower than the $65.3 million paid in the first quarter of 2024 as a result of an approximately 8% reduction in our outstanding common shares from share repurchases in the past four quarters.

Current wording

Net cash used in financing activities of $222.0 million in the first six months of 2025 decreased $432.1 million from $654.1 million in the same period in 2024. The decrease was mainly the result of increased net debt borrowings on our revolving credit facility and decreased share repurchases. Net debt borrowings were $282.0 million in the first six months of 2025 compared to no net debt borrowings in the same period in 2024. In the first six months of 2025, we repurchased $333.1 million of our common stock compared to $519.3 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 $128.3 million in the first six months of 2025 were consistent with the $127.9 million paid in the first six months of 2024 as a result of a reduction in outstanding shares due to share repurchase activity.

Previous wording

On April 21, 2025, our Board of Directors declared the 2025 second 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

On July 22, 2025, our Board of Directors declared the 2025 third 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.

Previous wording

We have a $1.5 billion unsecured revolving credit facility with $330.0 million of outstanding borrowings as of March 31, 2025 compared to no outstanding borrowings as of December 31, 2024. We also have an aggregate of $1.15 billion principal amount of senior unsecured note obligations with various maturities through 2036 issued under indentures, including $400.0 million of senior notes due in August 2025.

Current wording

We have a $1.5 billion unsecured revolving credit facility with $282.0 million of outstanding borrowings as of June 30, 2025 compared to no outstanding borrowings as of December 31, 2024. We also have an aggregate of $1.15 billion principal amount of senior unsecured note obligations with various maturities through 2036 issued under indentures, including $400.0 million of senior notes due in August 2025.

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 March 31, 2025, we had $277.8 million in cash and cash equivalents and our net debt-to-total capital ratio was 14.4%, 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

Previous wording

We believe that we will continue to have sufficient liquidity to fund our future operating needs and to repay our debt obligations as they become due. In addition to funds generated from operations and approximately $1.17 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 that we will continue to have sufficient liquidity to fund our future operating needs and to repay our debt obligations as they become due, including $400.0 million of senior notes due in August 2025. In addition to funds generated from operations and approximately $1.22 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.

Previous wording

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.17 billion as of March 31, 2025, or approximately 21% of total assets and 30% of total equity. Additionally, other intangible assets, net amounted to $997.0 million as of March 31, 2025, or approximately 10% of total assets and 14% 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 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.

Current wording

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.17 billion as of June 30, 2025, or approximately 21% of total assets and 30% of total equity. Additionally, other intangible assets, net amounted to $988.7 million as of June 30, 2025, or approximately 9% of total assets and 14% 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 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.

Previous wording

Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. 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 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

Previous wording

receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section 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.

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 investors relations website,https://investor.reliance.com. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section 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.