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RELIANCE, INC.

For the period ended Jun 30, 2025. Filed Jul 30, 2025.

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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.

Jun 30, 2025 · Filed Jul 30, 2025

RS$421.07+1.0%Stored close · as of Nov 9, 2026

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Notes to Unaudited Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of Reliance, Inc. and its subsidiaries (collectively “Reliance”, the “Company”, “we”, “our” or “us”). These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the consolidated financial statements reflect all material adjustments, which are of a normal recurring nature, necessary for presentation of financial statements for interim periods in accordance with GAAP. Interim results are not necessarily indicative of the results for a full year. All significant intercompany accounts and transactions have been eliminated. The ownership of the other interest holders of consolidated subsidiaries is reflected as noncontrolling interests. Investments in unconsolidated subsidiaries are recorded under the equity method of accounting. These consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and accompanying notes included in Reliance’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Inventories

The majority of our inventory is valued using the last-in, first-out (“LIFO”) method, which is not in excess of market. Under this method, older costs are included in inventory, which may be higher or lower than current costs. We estimate the effect of LIFO on interim periods by allocating the projected year-end LIFO calculation to interim periods on a pro rata basis.

Recently Issued Accounting Standards

Improvement to Income Tax Disclosures—In December 2023, the Financial Accounting Standards Board (“FASB”) issued changes to expand the disclosure requirements for income taxes. The changes require disaggregated information about our effective tax rate reconciliation and income taxes paid. These changes are effective for our annual periods beginning with our 2025 fiscal year. As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows.

Disaggregation of Income Statement Expenses—In November 2024, the FASB issued changes to expand the disclosure requirements for specific expense categories. The changes require disaggregated quantitative disclosure, in the notes to the financial statements, of prescribed expense categories included within relevant income statement expense captions. These changes will be effective beginning with our 2027 fiscal year and subsequent interim periods, with early adoption permitted. As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows.

Note 2. Acquisitions

2024 Acquisitions

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.

Our 2024 acquisitions have increased our capacity and enhanced our product, customer and geographic diversification. We have not diversified outside our core business of providing metal distribution and processing solutions since inception.

The aggregate allocation of the purchase prices for our 2024 acquisitions to the fair values of the assets acquired and liabilities assumed was as follows:

​​​​​​
​ · ​ · ​ · (in millions)
Cash​​​$5.6
Accounts receivable​​​​44.9
Inventories​​​​109.9
Prepaid expenses and other current assets​​​​1.0
Property, plant and equipment​​​​107.5
Operating lease right-of-use assets​​​​19.2
Goodwill​​​​59.5
Intangible assets subject to amortization​​​​39.5
Intangible assets not subject to amortization​​​​41.4
Total assets acquired​​​​428.5
Deferred income taxes​​​​6.7
Operating lease liabilities​​​​15.1
Other current and long-term liabilities​​​​33.4
Total liabilities assumed​​​​55.2
Noncontrolling interest​​​​0.3
Net assets acquired​​​$373.0

Summary purchase price allocation information for all acquisitions

All of the acquisitions discussed in this note have been accounted for under the acquisition method of accounting and, accordingly, each purchase price has been allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of each acquisition. The accompanying consolidated statements of income include the revenues and expenses of each acquisition since its respective acquisition date. The consolidated balance sheets reflect the allocations of each acquisition’s purchase price as of June 30, 2025. The measurement periods for purchase price allocations do not exceed 12 months from the acquisition date.

As part of the purchase price allocations for the 2024 acquisitions, we allocated $41.4 million to the trade names acquired. We determined that each of the trade names acquired in connection with these acquisitions had indefinite lives since their economic lives are expected to approximate the life of each company acquired. We recorded other identifiable intangible assets related to customer relationships for the 2024 acquisitions of$39.3 million with weighted average lives of 13.1 years and non-compete agreements of$0.2 million with lives of 5.0 years. The goodwill arising from our 2024 acquisitions predominantly consists of expected strategic benefits, including enhanced financial and operational scale, as well as expansion of acquired product and processing know-how across our enterprise. Goodwill of$35.1 million from our 2024 acquisitions is expected to be deductible for income tax purposes.

Pro forma financial information for all acquisitions

Pro forma financial results reflect our consolidated results of operations as if our 2024 acquisitions had occurred as of January 1, 2023, after the effect of certain adjustments, including lease cost fair value adjustments, amortization of inventory step-down to fair value adjustments included in cost of sales, depreciation and amortization of certain identifiable property, plant and equipment and intangible assets. Pro forma results for the second quarter and first six months of 2024 have been provided for comparative purposes only and are not indicative of what would have occurred had the 2024 acquisitions been made as of January 1, 2023 or of any potential results which may occur in the future.

Pro forma net sales were$3,648.0 million and$7,394.5 million for the second quarter and first six months of 2024, respectively. The differences between our reported and pro forma results for the second quarter and first six months of 2024 were not significant.

Note 3. Revenues

The following table presents our net sales disaggregated by product and service:

​​​​​​​​​​​​
​ · Three Months Ended · ​ · Six Months Ended
​ · June 30, · ​ · June 30,
​ · 2025 · 2024 · 2025 · 2024
​ · (in millions)
Carbon steel$2,044.2​$2,025.7​$3,948.4​$4,038.6
Aluminum​619.9​​587.8​​1,225.5​​1,183.9
Stainless steel​489.2​​521.8​​992.4​​1,081.7
Alloy​167.5​​166.8​​325.9​​338.7
Toll processing and logistics​164.3​​161.2​​324.5​​319.0
Copper and brass​98.9​​87.0​​180.6​​162.3
Miscellaneous and eliminations​75.8​​93.0​​147.2​​163.9
Total$3,659.8​$3,643.3​$7,144.5​$7,288.1

Note 4. Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following:

​​​​​​​​​
​ · ​ · ​ · ​ · June 30, · ​ · December 31,
​ · ​ · ​ · 2025 · 2024
​ · ​ · ​ · ​ · (in millions)
Land​​​$298.9​$297.2
Buildings​​​​1,754.7​​1,689.2
Machinery and equipment​​​​2,713.1​​2,643.2
Construction in progress​​​​296.9​​297.0
Property, plant and equipment, gross​​​​5,063.6​​4,926.6
Less: accumulated depreciation​​​​(2,458.0)​​(2,381.7)
Property, plant and equipment, net​​​$2,605.6​$2,544.9

As of June 30, 2025 and December 31, 2024, noncash investing activity included $5.7 million and $7.3 million of capital expenditures, respectively, included in accounts payable and accrued expenses.

Note 5. Goodwill

The change in the carrying amount of goodwill is as follows:

​​​​​​​​​
​ · ​ · ​ · ​ · ​ · (in millions)
Balance as of January 1, 2025​​​​​​$2,161.8
Acquisitions​​​​​​​2.8
Purchase price allocation adjustments​​​​​​​0.7
Effect of foreign currency translation​​​​​​​5.1
Balance as of June 30, 2025​​​​​​$2,170.4

We hadno accumulated impairment losses related to goodwill as of June 30, 2025 and December 31, 2024.

Note 6. Intangible Assets, Net

Intangible assets, net consisted of the following:

​​​​​​​​​​​​​​
​ · ​ · ​ · June 30, 2025 · ​ · December 31, 2024
​ · Weighted Average · ​ · Gross · ​ · ​ · ​ · ​ · Gross · ​ · ​ · ​
​ · Amortizable · ​ · Carrying · ​ · Accumulated · ​ · Carrying · ​ · Accumulated
​ · Life in Years · Amount · Amortization · Amount · Amortization
​ · ​ · ​ · (in millions)
Intangible assets subject to amortization:​​​​​​​​​​​​​
Customer lists/relationships14.0​$755.1​$(579.8)​$753.4​$(559.6)
Backlog of orders7.9​​22.1​​(10.0)​​21.0​​(8.2)
Other9.3​​10.2​​(9.7)​​10.2​​(9.6)
​​​​787.4​​(599.5)​​784.6​​(577.4)
Intangible assets not subject to amortization:​​​​​​​​​​​​​
Trade names​​​800.8​​—​​800.0​​—
​​​$1,588.2​$(599.5)​$1,584.6​$(577.4)

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

​​​​​​​​​
​ · ​ · ​ · ​ · ​ · (in millions)
Balance as of January 1, 2025​​​​​​$1,007.2
Amortization expense​​​​​​​(20.8)
Effect of foreign currency translation​​​​​​​2.3
Balance as of June 30, 2025​​​​​​$988.7

The following is a summary of estimated future amortization expense:

​​​​​​
​ · ​ · ​ · (in millions)
2025 (remaining six months)​​​$18.4
2026​​​​29.8
2027​​​​29.1
2028​​​​27.7
2029​​​​25.5
Thereafter​​​​57.4
​​​​$187.9

Note 7. Debt

Debt consisted of the following:

​​​​​​
​ · June 30, · ​ · December 31,
​ · 2025 · 2024
​ · (in millions)
Unsecured revolving credit facility maturing September 10, 2029$282.0​$—
Senior unsecured notes, interest payable semi-annually at 1.30%, effective rate of 1.53%, maturing August 15, 2025​400.0​​400.0
Senior unsecured notes, interest payable semi-annually at 2.15%, effective rate of 2.27%, maturing August 15, 2030​500.0​​500.0
Senior unsecured notes, interest payable semi-annually at 6.85%, effective rate of 6.91%, maturing November 15, 2036​250.0​​250.0
Other notes​1.1​​1.1
Total​1,433.1​​1,151.1
Less: unamortized discount and debt issuance costs​(7.4)​​(8.6)
Less: amounts due within one year​(400.2)​​(399.7)
Total long-term debt$1,025.5​$742.8

The weighted average effective interest rates on the Company’s outstanding borrowings as of June 30, 2025 and December 31, 2024 were 3.48% and 3.02%, respectively.

Unsecured Credit Facility

On September 10, 2024, we entered into a $1.5 billion unsecured five-year Second Amended and Restated Credit Agreement (“Credit Agreement”) that amended and restated our then-existing $1.5 billion unsecured revolving credit facility. As of June 30, 2025, borrowings under the Credit Agreement were available at variable rates based on the Secured Overnight Financing Rate (“SOFR”) plus 1.00% or the bank prime rate and we currently pay a commitment fee at an annual rate of 0.10% on the unused portion of the revolving credit facility. The applicable margins over SOFR and base rate borrowings, along with commitment fees, are subject to adjustment every quarter based on our total net leverage ratio, as defined in the Credit Agreement. All borrowings under the Credit Agreement may be prepaid without penalty.

The weighted average interest rate on borrowings outstanding on the revolving credit facility was 5.38% as of June 30, 2025. We hadno outstanding borrowings under the revolving credit facility as of December 31, 2024. We had $1.1 million of letters of credit outstanding under the revolving credit facility as of June 30, 2025 and December 31, 2024.

Senior Unsecured Notes

Under the indentures for each series of our senior notes (the “indentures”), the notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. If we experience a change in control accompanied by a downgrade in our credit rating, we will be required to make an offer to repurchase each series of the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest.

Letter of Credit/Letters of Guarantee Facility

We have a $50.0 million standby letters of credit/letters of guarantee agreement with one of the lenders under our Credit Agreement. We had $29.3 million and $29.2 million outstanding under this facility as of June 30, 2025 and December 31, 2024, respectively.

Covenants

The Credit Agreement and the indentures include customary representations, warranties, covenants and events of default provisions. The covenants under the Credit Agreement include, among other things, a financial maintenance

covenant that requires us to comply with a maximum total net leverage ratio. We were in compliance with the financial maintenance covenant in our Credit Agreement as of June 30, 2025.

Note 8. Leases

Our metals service center leases are comprised of processing and distribution facilities, equipment, automobiles, trucks and trailers, ground leases and other leased spaces, such as depots, sales offices, storage and data centers. We also lease various office spaces. Our leases of facilities and other spaces expire at various times through 2045, and our ground leases expire at various times through 2068. Nearly all of our leases are operating leases; we have an insignificant amount of recognized finance right-of-use assets and obligations.

The following is a summary of our lease cost:

​​​​​​​​​​​​
​ · Three Months Ended · ​ · Six Months Ended
​ · June 30, · ​ · June 30,
​ · 2025 · 2024 · 2025 · 2024
​ · (in millions)
Operating lease cost$21.2​$17.6​$41.3​$35.2
Variable fees and other(1)​7.2​​8.3​​15.2​​15.9
Total lease cost$28.4$25.9$56.5​$51.1
(1)Includes variable lease payments and costs of short-term leases.

Supplemental cash flow and balance sheet information is presented below:

​​​​​​
​Six Months Ended
​June 30,
​ · 2025 · 2024
​ · (in millions)
Supplemental cash flow information:​​​​​
Cash payments for operating leases$55.8​$51.3
Right-of-use assets obtained in exchange for operating lease obligations$64.3​$54.0
​​​​​​
​June 30,​December 31,
​2025​2024
Other lease information:​​​​​
Weighted average remaining lease term—operating leases​6.7 years​​6.3 years
Weighted average discount rate—operating leases​4.8%​​4.6%

Maturities of operating lease liabilities as of June 30, 2025 are as follows:

​​​​​​
​ · ​ · ​ · ​ · (in millions)
2025 (remaining six months)​​​$39.8
2026​​​​71.3
2027​​​​60.3
2028​​​​49.9
2029​​​​41.4
Thereafter​​​​100.9
Total operating lease payments​​​​363.6
Less: imputed interest​​​​(57.0)
Total operating lease liabilities​​​$306.6

Note 9. Income Taxes

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.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. The law included, among other things, 100% bonus depreciation for qualified assets and new limitation on the deductibility of charitable donations. We do not expect the law will have a material impact on our effective tax rate. However, we anticipate the bonus depreciation will impact our deferred income taxes and income tax payments.

Note 10. Equity

Stock-Based Compensation Plans

We make annual grants of long-term equity incentive awards to officers and key employees in the forms of service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) that each have approximately 3-year vesting periods. Each PSU includes the right to receive, based on a sliding scale, up to a maximum oftwo shares of our common stock for each vested PSU, that is tied to achieving a return on assets target over a 3-year measurement period and continued service. We also grant the non-management members of our Board of Directors fully vested stock awards. The fair values of the RSUs, PSUs and stock awards are determined based on the closing stock price of our common stock on the grant date.

A summary of the status of our unvested RSUs and PSUs as of June 30, 2025 and changes during the first six months of 2025 is as follows:

​​​​​​
​ · ​ · ​ · ​ · Weighted
​ · ​ · ​ · ​ · Average
​ · ​ · ​ · ​ · Grant Date
​ · ​ · RSU and PSU · ​ · Fair Value
​ · ​ · Aggregate Units · ​ · Per Unit
Unvested as of January 1, 2025​327,017​$267.96
Granted(1)​163,409​​299.37
Vested​(1,260)​​263.38
Cancelled or forfeited​(5,792)​​273.86
Unvested as of June 30, 2025​483,374​$278.52
Shares reserved for future issuance (all plans)​1,221,197​​​
(1)Comprised of 96,973 RSUs and 65,927 PSUs granted in February 2025; and 509 RSUs granted in May 2025. The RSUs cliff vest on December 1, 2027 and the PSUs vest upon the completion of a 3-year performance period ending December 31, 2027.

As of June 30, 2025, there was $89.2 million of total unrecognized compensation cost related to unvested RSUs and PSUs that is expected to be recognized, net of actual forfeitures and cancellations, over a weighted average period of 1.9 years.

Common Stock

We have paid regular quarterly cash dividends on our common stock for 66 consecutive years. Our Board of Directors increased the quarterly dividend from $1.00 per share to $1.10 per share in February 2024 and to $1.20 per share in February 2025. The holders of Reliance common stock are entitled toone vote per share on each matter submitted to a vote of stockholders.

On July 22, 2025, our Board of Directors declared the 2025 third quarter cash dividend of $1.20 per share of common stock, payable on August 29, 2025 to stockholders of record as of August 15, 2025.

Share Repurchases

On October 22, 2024, our Board of Directors amended our share repurchase program to replenish the repurchase authorization to$1.5 billion. The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. Repurchased and subsequently retired shares are restored to the status of authorized but unissued shares.

Our share repurchase activity during the first six months of 2025 and 2024 was as follows:

​​​​​​​​​​​​​​​​​
​ · ​ · 2025 · ​ · 2024
​ · ​ · ​ · ​ · Average Cost · ​ · ​ · ​ · ​ · ​ · ​ · Average Cost · ​ · ​ · ​
​ · ​ · Shares · ​ · Per Share · ​ · Amount · ​ · Shares · ​ · Per Share · ​ · Amount
​ · ​ · ​ · ​ · ​ · ​ · ​ · (in millions) · ​ · ​ · ​ · ​ · ​ · ​ · (in millions)
First quarter​922,656​$274.41​$253.2​—​$—​$—
Second quarter​301,279​​265.17​​79.9​1,804,180​​287.81​​519.3
​​1,223,935​$272.13​$333.1​1,804,180​$287.81​$519.3

The table above excludes shares withheld related to net share settlements upon the vesting of RSUs and PSUs to settle employees’ tax withholding obligations of$11.6 million and$24.1 million in the first six months of 2025 and 2024, respectively.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss included the following:

​​​​​​​​​
​ · ​ · ​ · ​ · Pension and · ​ · ​
​ · Foreign Currency · ​ · Postretirement Benefit · ​ · Accumulated Other
​ · Translation · ​ · Plan Adjustments, · ​ · Comprehensive
​ · (Loss) Gain · Net of Tax · (Loss) Income
​ · ​ · ​ · ​ · (in millions) · ​ · ​ · ​
Balance as of January 1, 2025$(119.7)​$4.5​$(115.2)
Current-period change​31.0​​(2.0)​​29.0
Balance as of June 30, 2025$(88.7)​$2.5​$(86.2)

Foreign currency translation adjustments have not been adjusted for income taxes. Pension and postretirement benefit plan adjustments are net of deferred tax liabilities of $1.0 million as of June 30, 2025 and December 31, 2024. Pension and postretirement benefit plan adjustments are amortized over service periods and reflected in the amortization of net loss component of our net periodic benefit cost or recognized as a non-operating gain or loss as result of plan settlements. As our pension and postretirement benefit plan obligations are settled, the related income tax effect is released from accumulated other comprehensive loss and included in our income tax provision.

Note 11. Commitments and Contingencies

Environmental Contingencies

We are currently involved with an environmental remediation project related to activities at former manufacturing operations of Earle M. Jorgensen Company (“EMJ”), ourwholly owned subsidiary, that were sold many years prior to our acquisition of EMJ in 2006. Although the potential cleanup costs could be significant, EMJ maintained insurance policies during the time it owned the manufacturing operations that have covered costs incurred to date and are expected to continue to cover the majority of the related costs. We do not expect that this obligation will have a material adverse impact on our consolidated financial position, results of operations or cash flows.

Legal Matters

From time to time, we are named as a defendant in legal actions. These actions generally arise in the ordinary course of business. We are not currently a party to any pending legal proceedings other than routine litigation incidental to the business. We expect that these matters will be resolved without having a material adverse impact on our consolidated financial position, results of operations or cash flows. We maintain general liability insurance against risks arising in the ordinary course of business.

Note 12. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

​​​​​​​​​​​​
​ · Three Months Ended · ​ · Six Months Ended
​ · June 30, · ​ · June 30,
​ · 2025 · 2024 · 2025 · 2024
​ · (in millions, except number of shares which are reflected in thousands and per share amounts)
Numerator:​​​​​​​​​​​
Net income attributable to Reliance$233.7​$267.8​$433.4​$570.7
​​​​​​​​​​​​
Denominator:​​​​​​​​​​​
Weighted average shares outstanding​52,610​​56,878​​52,841​​57,109
Dilutive effect of stock-based awards​313​​516​​319​​529
Weighted average diluted shares outstanding​52,923​​57,394​​53,160​​57,638
​​​​​​​​​​​​
Earnings per share attributable to Reliance stockholders:​​​​​​​​​​​
Basic$4.44​$4.71​$8.20​$9.99
Diluted$4.42​$4.67​$8.15​$9.90

The computations of diluted earnings per share using the treasury stock method for the first six months of 2025 and 2024 do not include 99,994 and 56,217 weighted average shares, respectively, in respect of outstanding RSUs and PSUs, because their inclusion would have been anti-dilutive.

Note 13. Segment Information

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

The measure of segment assets is reported on the accompanying consolidated balance sheet as total assets.

The measure of segment profit and loss is net income reported on the accompanying consolidated income statements.

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

​​​​​​​​​​​​
​Metals Service Centers Segment
​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​ · 2025 · 2024 · 2025 · 2024
​ · (in millions)
Revenues$3,659.8​$3,643.3​$7,144.5​$7,288.1
Less:​​​​​​​​​​​
Cost of sales (exclusive of depreciation and amortization shown below)​2,571.9​​2,557.3​​5,023.3​​5,073.9
Compensation expense​434.6​​403.2​​854.7​​817.0
Other segment items(1)​265.0​​256.8​​535.6​​501.7
Depreciation and amortization expense​69.7​​66.6​​138.4​​130.2
Interest expense​14.3​​9.7​​25.8​​19.4
Income tax provision​70.1​​81.4​​132.0​​173.8
Consolidated net income$234.2​$268.3​$434.7​$572.1
​​​​​​​​​​​​
Other Segment Disclosures:​​​​​​​​​​​
Purchases of property, plant and equipment$87.6​$98.2​$174.5​$206.9
(1)Other segment items included in Segment net income mainly includes warehousing and delivery costs, which include among others, third-party freight, gas and oil, utilities & rent, plant supplies, and repairs and maintenance.

** RELIANCE, INC.**

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