リライアンスの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 21, 2025

RELIANCE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-13122

95-1142616

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

735 N. 19th Avenue

Phoenix, Arizona 85009

(Address of principal executive offices, including zip code)

(480) 564-5700

(Registrant’s telephone number, including area code)

16100 N. 71st Street, Suite 400

Scottsdale, Arizona 85254

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		RS		New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 22, 2025, Reliance, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended September 30, 2025. Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated October 22, 2025 announcing the Company’s financial results for this period.

The information contained in this report and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 21, 2025, the independent directors of the board of directors (the “Board”) of the Company adopted and approved an Executive Severance Policy (the “Policy”) for employees of the Company who are appointed as officers by the Board and certain key employees of the Company’s subsidiaries (collectively, the “Covered Employees”).

The Policy provides for the payment of severance and other benefits to Covered Employees in the event of a termination of employment by the Company without cause, as defined in the Policy (a “Qualifying Termination”). The Policy is not intended to amend or modify any other benefit contained in any individual agreements between the Company and any Covered Employee, including the terms of any equity awards.

In the event of a Qualifying Termination, and subject to the Covered Employee’s execution of a general release and waiver of claims against the Company, the Policy provides for the following payments to Covered Employees:

• A lump sum cash payment equal to the product of the Covered Employee’s monthly base salary in effect as of date of termination multiplied by 12 (or, if the Covered Employee has been employed for fewer than 12 months, an amount equal to the monthly base salary multiplied by the number of months employed);

• A lump sum cash payment equal to: (i) a pro-rata portion of the Covered Employee’s annual bonus for the year in which the Qualifying Termination occurs, based on the Company’s year-to-date performance through the full month prior to the date of termination, plus (ii) an amount equal to 50% of the Covered Employee’s target annual bonus (unless the Covered Employee has been employed for less than 12 months, in which case they are not eligible for such payment); and

• A lump sum payment equal to the cost of up to 12 months of COBRA premiums for the Covered Employee and his or her eligible dependents, if any.

Additionally, if within 24 months of a Covered Employee’s termination of employment, the Company determines, after a good faith investigation, that the Covered Employee engaged in conduct during the term of his or her employment that would have constituted grounds for termination for cause (as defined in the Policy), then the Covered Employee will be required to repay all amounts received under the Policy.

The above description is a summary of the terms of the Policy and is subject to and qualified in its entirety by the terms of the Policy, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not Applicable.

(b) Pro Forma Financial Information.

Not Applicable.

(d) Exhibits.

Exhibit No.		Description


10.1		Reliance, Inc. Executive Severance Policy dated October 21, 2025.
99.1		Press Release dated October 22, 2025 (included herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RELIANCE, INC.


Dated: October 22, 2025	By:	/s/ Arthur Ajemyan
		Arthur Ajemyan
		Senior Vice President, Chief Financial Officer

EX-10.1 2 exh_101.htm EXHIBIT 10.1

EXHIBIT 10.1

RELIANCE, INC. EXECUTIVE SEVERANCE POLICY

INTRODUCTION. The purpose of this Executive Severance Policy (the “Policy”) is to provide severance benefits to certain executive employees of Reliance, Inc. (“Reliance” or the “Company”) in the event of a Qualifying Termination (as defined below), in order to attract and retain high-quality executive talent, ensure competitive market practices, and align with the long-term interests of Reliance and its stockholders.

II.

ELIGIBILITY. This Policy applies to (i) all enumerated officers of the Company who are duly appointed by Reliance’s Board of Directors (the “Board”) and (ii) the Presidents of Reliance’s operating groups whose eligibility under this Policy shall be conditioned upon the Company’s confirmation of participation in a writing signed by Reliance’s CEO or COO. Persons covered under this Policy are collectively referred to herein as “Executives.”

III.

QUALIFYING TERMINATION. A “Qualifying Termination” under this Policy shall mean a termination of the Executive’s employment by the Company without Cause. The date that a Qualifying Termination takes effect is referred to herein as the “Termination Date”. For purposes of this Policy, “Cause” means an unauthorized use or disclosure by the Executive of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company; a material breach by the Executive of any material agreement between the Executive and the Company; a material failure by the Executive to comply with the Company’s written policies or rules; the Executive’s conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof; the Executive’s gross misconduct, including (without limitation) fraud, embezzlement or dishonesty; or a failure by the Executive to satisfactorily perform assigned duties. For the avoidance of doubt, no Benefits are payable hereunder in the event of an Executive’s termination for death, disability or for a termination initiated by the Executive.

IV.

SEVERANCE BENEFITS. Upon a Qualifying Termination, and subject to the Executive’s execution (and non-revocation) of a Waiver and Release (as defined in Article V, below), the Executive will receive the following payments (any such payments, collectively, the “Benefit”):

4.1

Base Salary Payment: A lump-sum payment in an amount equal to the product of (i) the Executive’s monthly base salary in effect as of the Termination Date multiplied by (ii) 12. In the event Executive is employed for less than 12 months, then Executive shall be entitled to an amount equal to Executive’s monthly base salary in effect as of the Termination Date multiplied by the number of months actually employed.

4.2

Bonus Payments: A lump-sum payment in an amount equal to the sum of:

(i)

a pro-rata amount of Executive’s annual bonus for the year in which the Qualifying Termination occurs based on the Company’s year-to-date performance, or as described in Executive’s bonus plan, through the full month prior to the Termination Date.

(ii)

an amount equal to fifty percent (50%) the Executive’s target annual bonus opportunity for the year in which the Qualifying Termination occurs; provided, however that if Executive is employed less than 12 months, then they will not be eligible for any payment under this Section 4.2(ii).

4.3

COBRA Premiums: Executive shall receive a lump-sum payment in an amount equal to the product of (i) the Executive’s monthly cost of continued medical, dental, and vision benefits under COBRA based on Executive’s elected coverages as of the Termination Date multiplied by (ii) 12.

CONDITIONS. No Executive shall be entitled to receive any Benefit under the Policy unless the Executive first executes and delivers to Reliance a release of claims on the Company’s ordinary and customary form of waiver and release agreement in effect at the Termination Date (the “Waiver and Release”). The terms of the Waiver and Release shall govern the administration and payment of any Benefit hereunder. In addition, payment of any Benefit under this Policy is conditioned on the Executive’s continued compliance with any restrictive covenants and confidentiality agreements contained in applicable agreements with the Company. If the Executive breaches any of such covenants and/or agreements, then any Benefit under this Policy will immediately cease and the Executive shall be required to promptly return to the Company any Benefits previously received pursuant to this Policy to the fullest extent permitted by law.

VI.

SECTION 409A COMPLIANCE. The Policy is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or, if not so exempt, to be paid or provided in a manner which complies with the requirements of Section 409A, including all applicable exemptions therefrom, and the Policy shall be construed and administered, to the maximum extent permitted, in accordance with such intention. Notwithstanding any provision of the Policy, if on the Termination Date the Executive is a “specified employee” (as defined in Section 409A) and any payments upon such termination under the Policy are treated as deferred compensation subject to Section 409A, the Executive will not be entitled to such payments until the earlier of (i) the date that is six months after such termination or (ii) any earlier date that does not result in any additional tax or interest to the Executive under Section 409A. Each payment, installment, and benefit payable under the Policy (including nay Benefit) is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). All payments under the Policy that are deferred compensation may only be made upon a “separation from service” under Section 409A. The Company makes no representation that any or all of the payments contemplated by the Policy shall be exempt from or comply with Section 409A nor makes any undertaking to preclude Section 409A from applying to any such payment. Notwithstanding anything to the contrary in the Policy, neither the Company nor any person acting on behalf thereof shall be liable to the Executive or to any other person by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of a payment hereunder to satisfy the requirements of Section 409A.

VII.

EQUITY AWARDS. All issued and outstanding awards issued to an Executive under the Company’s Second Amended and Restated 2015 Incentive Award Plan or any successor or replacement plan (the “Plan”) shall continue to be governed by the terms and conditions of the Plan and the relevant agreements pertaining thereto.

VIII.

PAYMENT OF BENEFIT. Any Benefit paid hereunder shall be paid from the Company’s general assets in a one-time lump sum payment, less applicable withholdings and deductions, as soon as reasonably practicable in accordance with the Company’s regular payroll procedures and calendar following the Company’s receipt of the Executive’s executed Waiver and Release (but in no event later than sixty (60) days following the Termination Date) provided, however, that that no Benefit shall be payable or paid to Executive unless, on or prior to the sixtieth (60th) day following the Termination Date, (i) the Executive has executed and delivered to the Company the Waiver and Release; and (ii) the seven (7) day revocation period has expired and the Executive has not revoked his or her executed Waiver and Release.

IX.

AMENDMENT AND TERMINATION OF POLICY. The Board may amend or terminate the Policy at any time and for any reason, provided that (i) no termination or amendment will materially and adversely affect the rights of any Executive whose employment terminated prior to the date of such amendment or termination and (ii) for the two-year period following a Change in Control, the Policy may not be terminated or amended in a manner that adversely affects the rights of any Executive. For purposes of this Policy, “Change in Control” shall have the meaning set forth in Section 2.8 of the Plan.

CLAWBACK FOR CAUSE. If, at any time prior to the date that is 24 months after the Termination Date, the Company determines, after a good faith investigation, that the Executive engaged in conduct during the term of his or her employment that would have constituted grounds for termination for Cause, then the Executive shall be required to repay any and all Benefit received pursuant to this Policy.

XI.

GENERAL PROVISIONS.

11.1

Not an Employment Contract. Neither this Policy nor any action taken with respect to it shall confer upon any person the right to continued employment with the Company.

11.2

Other Employee Benefit Plans. This Policy shall not affect any benefits an Executive may be entitled to receive, if any, under any other benefit plans of the Company in effect on the Termination Date. Moreover, the provisions of this Policy shall be construed and applied independently of any other benefit plan the Company may provide to Executives.

11.3

Requirement for Proper Forms. All communications in connection with the Policy made by an Executive shall become effective only when duly executed and delivered to the Company on any forms as may be required by the Company.

11.4

Reimbursement of the Company. If any person or entity receives any benefits that are not authorized by this Policy or the relevant provisions of any federal or state statute or regulation, the Company shall be entitled to reimbursement of such benefits from any person or entity to whom, or for whom, such benefits were paid. If unauthorized benefits were paid to any person or entity as a result of fraud or misrepresentation on behalf of the payee, the Company shall be entitled to (i) interest on such unauthorized benefits at the highest rate allowable by law, from the date of payment until the date of recovery, and (ii) reasonable attorneys’ fees and costs for any suit brought to recover unauthorized benefits.

11.5

Nonassignability. This Policy, and the rights, interest, and benefits receivable hereunder, including, without limitation, any Benefit, may not be assigned, transferred, pledged, sold, conveyed, or encumbered in any way by the Executive and may not be subject to execution, attachment, or similar process. Any attempted sale, conveyance, transfer, assignment, pledge, or encumbrance of any rights, interest, or benefit receivable under this Policy, contrary to the foregoing provisions, or the levy of any attachment or similar process thereupon, shall be null and void ab initio and without effect.

11.6

Tax Effects. The Company does not make any representation or warranty as to whether any payments made to or on behalf of any Executive hereunder will be treated as excludable from gross income for state or federal income tax purposes.

11.7

Gender or Number. Masculine pronouns include the feminine as well as the neuter genders, and the singular shall include the plural, unless indicated otherwise by the context.

11.8

Headings. The Article and Section headings contained herein are for convenience of reference only, and shall not be construed as defining or limiting the matter contained thereunder.

11.9

Governing Law. To the extent this Policy is not governed by federal law, the provisions of this Policy shall be construed and applied in accordance with the laws of the State of Delaware.

11.10

Severability. If any provision of the Policy is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Policy, and the Policy shall be construed and enforced as if such provision had not been included in the Policy.

This Executive Severance Policy was authorized, approved, and adopted by the independent directors of Reliance’s Board of Directors on October 21, 2025.

EX-99.1 3 exh_991.htm PRESS RELEASE EdgarFiling

EXHIBIT 99.1

Reliance, Inc. Reports Third Quarter 2025 Financial Results

– Net sales of $3.65 billion with record third-quarter tons sold, up 6.2% year-over-year
– Gross profit margin of 28.3%; non-GAAP FIFO gross profit margin of 29.0%
– LIFO expense of $25.0 million, or $0.35, compared to LIFO income of $50.0 million, or $0.68 per share in the third quarter of 2024
– EPS of $3.59; non-GAAP EPS of $3.64
– Repurchased $60.9 million of common stock

PHOENIX, Ariz., Oct. 22, 2025 (GLOBE NEWSWIRE) -- Reliance, Inc. (NYSE: RS) today reported its financial results for the third quarter ended September 30, 2025.

(in millions, except tons sold which are in thousands, per ton and per share amounts)

					Sequential Quarter		Nine Months Ended September 30,					Year-Over-Year					Year-Over-Year
	Q3 2025		Q2 2025		% Change		2025*		2024			% Change		Q3 2024			% Change
Income Statement Data:
Net sales	$	3,651.2	$	3,659.8	(0.2	%)	$	10,795.7	$	10,708.4		0.8	%	$	3,420.3		6.8	%
Gross profit1	$	1,031.6	$	1,087.9	(5.2	%)	$	3,152.8	$	3,220.5		(2.1	%)	$	1,006.3		2.5	%
Gross profit margin1		28.3%		29.7%	(1.4	%)		29.2%		30.1%		(0.9	%)		29.4%		(1.1	%)
Non-GAAP gross profit margin1,2		28.3%		29.9%	(1.6	%)		29.3%		30.1%		(0.8	%)		29.4%		(1.1	%)
LIFO expense (income)	$	25.0	$	25.0			$	75.0	$	(150.0	)			$	(50.0	)
LIFO expense (income) as a % of net sales		0.6%		0.7%	(0.1	%)		0.7%		(1.4%	)	2.1	%		(1.5%	)	2.1	%
LIFO expense (income) per diluted share, net of tax	$	0.35	$	0.35			$	1.06	$	(1.98	)			$	(0.68	)
Non-GAAP pretax expense adjustments2	$	3.7	$	1.1			$	7.1	$	5.8				$	2.5
Pretax income	$	247.7	$	304.3	(18.6	%)	$	814.4	$	1,006.4		(19.1	%)	$	260.5		(4.9	%)
Non-GAAP pretax income2	$	251.4	$	305.4	(17.7	%)	$	821.5	$	1,012.2		(18.8	%)	$	263.0		(4.4	%)
Pretax income margin		6.8%		8.3%	(1.5	%)		7.5%		9.4%		(1.9	%)		7.6%		(0.8	%)
Net income attributable to Reliance	$	189.5	$	233.7	(18.9	%)	$	622.9	$	769.9		(19.1	%)	$	199.2		(4.9	%)
Diluted EPS	$	3.59	$	4.42	(18.8	%)	$	11.74	$	13.55		(13.4	%)	$	3.61		(0.6	%)
Non-GAAP diluted EPS2	$	3.64	$	4.43	(17.8	%)	$	11.84	$	13.63		(13.1	%)	$	3.64		0.0	%

Balance Sheet and Cash Flow Data:
Cash provided by operations	$	261.8	$	229.0	14.3	%	$	555.3	$	956.5		(41.9	%)	$	463.9		(43.6	%)
Free cash flow2	$	180.6	$	141.4	27.7	%	$	299.6	$	636.8		(53.0	%)	$	351.1		(48.6	%)
Net debt-to-total capital2		13.3%		14.1%				13.3%		11.5%					11.5%
Net debt-to-EBITDA2		0.9x		0.9x				0.9x		0.6x					0.6x
Total debt-to-EBITDA2		1.1x		1.1x				1.1x		0.8x					0.8x

Capital Allocation Data:
Acquisitions, net	$	—	$	2.8			$	2.8	$	366.7				$	20.2
Capital expenditures	$	81.2	$	87.6			$	255.7	$	319.7				$	112.8
Dividends	$	62.9	$	63.1			$	191.2	$	188.5				$	60.6
Share repurchases	$	60.9	$	79.9			$	394.0	$	951.3				$	432.0

Key Business Metrics:
Tons sold		1,615.5		1,615.0	0.0	%		4,859.4		4,568.9		6.4	%		1,521.4		6.2	%
Tons sold (same-store)		1,554.2		1,560.1	(0.4	%)		4,680.0		4,451.1		5.1	%		1,471.5		5.6	%
Average selling price per ton sold	$	2,271	$	2,273	(0.1	%)	$	2,229		2,345		(4.9	%)	$	2,246		1.1	%
Average selling price per ton sold (same-store)	$	2,296	$	2,292	0.2	%	$	2,251		2,361		(4.7	%)	$	2,262		1.5	%

* Nine months ended September 30, 2025 includes one less shipping day compared to the same 2024 period.
nm= Not meaningful.
Please refer to the footnotes at the end of this press release for additional information.

Management Commentary
“Our third quarter results demonstrate how Reliance’s scale, diversification, and high-performing management teams deliver strong financial performance and capture market share in a uniquely challenging market environment,” said Karla Lewis, President and Chief Executive Officer of Reliance. “Our tons sold were a third quarter record and outperformed the industry by approximately nine percentage points, increasing our U.S. market share to 17.1%, up from 14.5% in 2023, due to our smart, profitable growth strategy. Driven by our high levels of customer service and broad inventory and processing capabilities, we offset declining industry shipment trends by winning new business opportunities that also better leveraged our operating expenses and meaningfully contributed to our overall profitability.”

Mrs. Lewis continued, “Trade policy uncertainty and readily available inventory are causing buyers to be hesitant, creating an extremely competitive market. In this environment, it is more difficult to immediately increase selling prices to fully offset mill price increases. These factors have contributed to short-term gross profit margin headwinds in the past two quarters. In addition, the aerospace and semiconductor markets that we serve, which have high value specialty products that typically contribute meaningfully to our profits, continue to underperform due to excess inventories within these supply chains. We remain confident, however, that the underlying margin profile of our consolidated business remains solidly intact and we maintain our long-term annual sustainable gross profit margin range of 29% to 31%. Our scale, product and end market diversity, and exceptional customer service, including next day delivery and extensive value-added processing capabilities, were instrumental in our outperforming our competition and capturing significant market share.”

Mrs. Lewis continued, “Overall, non-GAAP earnings per diluted share of $3.64 were within our expectations and guidance for the quarter. Our teams navigated the quarter exceptionally well, keeping our people safe and managing market dynamics with discipline and focus. Our primarily domestic supply chain and strong relationships with our U.S. mill partners provide Reliance a distinct competitive advantage, while our dynamic operating model, solid balance sheet, and diversified product mix continue to underpin strong and consistent performance. These same strengths also position us favorably to capitalize quickly as market activity rebounds. Looking ahead, we remain focused on investing for growth and delivering value to our customers and stockholders, supported by our consistently strong cash generation.”

End Market Commentary
Reliance delivers a diverse range of metal products and value-added processing services to a wide variety of end markets, generally in small quantities on an as-needed basis. The Company’s tons sold in the third quarter of 2025 increased 6.2% compared to the prior-year quarter and remained flat compared to the second quarter of 2025, above management’s expectations of down 1.0% to 3.0%. The Company’s growth in tons sold from the third quarter of 2024 far exceeded the industry-wide decline of 2.9% reported by the Metals Service Center Institute for the same comparative period, outperforming industry shipments by more than nine percentage points.

Demand for non-residential construction (including infrastructure), Reliance’s largest end market by tons, improved from the third quarter of 2024. The Company expects non-residential construction demand to remain at healthy levels in the fourth quarter of 2025, subject to normal seasonality, supported by continued new construction projects across diverse sectors including data centers, manufacturing, and public infrastructure.

Demand across the broader manufacturing end market Reliance serves improved compared to the third quarter of 2024, primarily due to growth across the military, industrial machinery, consumer products, shipbuilding, and rail sectors. Reliance anticipates that demand for its products across the broader manufacturing sector will experience a customary seasonal slowdown in the fourth quarter of 2025.

Demand in aerospace as a whole was stable compared to the third quarter of 2024. Reliance anticipates commercial aerospace demand to remain soft in the fourth quarter of 2025 due to continuing excess inventory in the supply chain. Demand in the defense and space related portions of Reliance’s aerospace business is expected to remain at strong levels in the fourth quarter of 2025.

Demand for the toll processing services Reliance provides to the automotive market improved compared to the third quarter of 2024. The Company expects demand for automotive toll processing to remain stable in the fourth quarter of 2025, subject to continuing uncertainty surrounding North American trade policy, as well as normal seasonality. Reliance’s toll processing operations remain flexible and able to quickly adapt to changes in the automotive market.

Demand in the semiconductor market remained under pressure compared to the third quarter of 2024. The Company anticipates excess inventory in the supply chain will continue to impact semiconductor demand in the fourth quarter of 2025.

Balance Sheet & Cash Flow
As of September 30, 2025, Reliance’s cash and cash equivalents totaled $261.2 million with total debt outstanding of $1.39 billion, including $238.0 million of outstanding borrowings under the Company’s $1.5 billion revolving credit facility.

Reliance generated cash flow from operations of $261.8 million in the third quarter of 2025. Inherent in the Company’s business model, Reliance generates strong cash flow from operations throughout market cycles that it redeploys to execute opportunistic capital allocation strategies.

As previously announced, on August 14, 2025, Reliance borrowed $400.0 million under an unsecured term loan agreement maturing in August 2028 and used the proceeds to repay $400.0 million of unsecured senior notes due August 15, 2025.

Stockholder Return Activity
On October 10, 2025, the Board of Directors declared a quarterly cash dividend of $1.20 per share of common stock, payable on December 5, 2025 to stockholders of record as of November 21, 2025.

Reliance repurchased 211,873 shares of its common stock in the third quarter of 2025 at an average price of $287.71 per share, for a total of $60.9 million. As of September 30, 2025, $963.6 million remained available under the Company’s share repurchase program that was replenished to $1.5 billion on October 22, 2024. Since 2020, Reliance has repurchased approximately 16.5 million shares of its common stock at an average cost of $197.66 per share for a total of $3.26 billion.

Corporate Development
As previously announced, Reliance appointed John G. Sznewajs as an independent member of the Company’s Board of Directors effective October 1, 2025. Reliance’s Board is now comprised of nine directors, eight of whom are independent.

Business Outlook
Reliance anticipates demand in the fourth quarter of 2025 will remain generally stable across the diversified end markets it serves, subject to ongoing domestic and international trade policy uncertainty. The Company estimates tons sold in the fourth quarter of 2025 will be up 3.5% to 5.5% compared to the fourth quarter of 2024, and, consistent with seasonal trends, down 5.0% to 7.0% compared to the third quarter of 2025. Reliance expects its average selling price per ton sold for the fourth quarter of 2025 will be relatively flat compared to the third quarter of 2025. The Company also anticipates a flat to slightly improved FIFO gross profit margin in the fourth quarter of 2025 compared to the third quarter of 2025. Based on these expectations and consistent with typical sequential seasonality, Reliance anticipates non-GAAP earnings per diluted share in the range of $2.65 to $2.85 for the fourth quarter of 2025, inclusive of LIFO expense of $25.0 million or $0.35 per diluted share.

Conference Call Details
A conference call and simultaneous webcast to discuss Reliance’s third quarter 2025 financial results and business outlook will be held on Thursday, October 23, 2025 at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time. To listen to the live call by telephone, please dial (877) 407-0792 (U.S. and Canada) or (201) 689-8263 (International) approximately 10 minutes prior to the start time and use conference ID: 13756198. The call will also be broadcast live over the Internet hosted on the Investors section of the Company's website at investor.reliance.com.

For those unable to participate during the live broadcast, a replay of the call will also be available beginning that same day at 2:00 p.m. Eastern Time until 11:59 p.m. Eastern Time on November 6, 2025, by dialing (844) 512-2921 (U.S. and Canada) or (412) 317-6671 (International) and entering the conference ID: 13756198. The webcast will remain posted on the Investors section of Reliance’s website at reliance.com for 90 days.

About Reliance, Inc.
Founded in 1939, Reliance, Inc. (NYSE: RS) is a leading global diversified metal solutions provider and the largest metals service center company in North America. Through a network of approximately 320 locations in 41 states and 10 countries outside of the United States, Reliance provides value-added metals processing services and distributes a full-line of over 100,000 metal products to more than 125,000 customers in a broad range of industries. Reliance focuses on small orders with quick turnaround and value-added processing services. In 2024, Reliance’s average order size was $2,980, approximately 50% of orders included value-added processing, and approximately 40% of orders were delivered within 24 hours. Reliance’s press releases and additional information are available on the Company’s website at reliance.com.

Forward-Looking Statements
This press release contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, discussions of Reliance’s industry and end markets, business strategies, acquisitions, and expectations concerning the Company’s future growth and profitability and its ability to generate industry leading returns for its stockholders, as well as future demand and metals pricing and the Company’s 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.

These forward-looking statements are based on management's estimates, projections and assumptions as of today’s date that may not prove to be accurate. 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 Reliance, as well as developments beyond its 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 Reliance, its customers and suppliers, metals pricing, and demand for its 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, 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 and the Middle East, could lead to a decline in demand for the Company’s products and services and negatively impact its business, and may also impact financial markets and corporate credit markets which could adversely impact the Company’s access to financing or the terms of any financing. 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, or 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.

The statements contained in this press release speak only as of the date hereof, and Reliance disclaims any and all obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason, except as may be required by law. Important risks and uncertainties about Reliance’s business can be found in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents Reliance files or furnishes with the United States Securities and Exchange Commission.

CONTACT:
(213) 576-2428
investor@reliance.com

or Addo Investor Relations
(310) 829-5400

(Tables to follow)


Third Quarter 2025 Major Commodity Metrics

	Tons Sold (tons in thousands; % change)													Average Selling Price per Ton Sold (% change)
	Q3 2025		Q2 2025		Sequential Quarter Change			Q3 2024			Year-Over-Year Change			Sequential Quarter Change			Year-Over-Year Change
Carbon steel		1,326.1		1,326.4		0.0%			1,246.9			6.4%			(0.5%	)		3.0%
Aluminum		80.4		83.8		(4.1%	)		80.2			0.2%			4.5%			7.4%
Stainless steel		75.9		75.5		0.5%			73.2			3.7%			(0.3%	)		(8.1%	)
Alloy		29.7		31.1		(4.5%	)		30.2			(1.7%	)		0.1%			4.3%

	Sales ($'s in millions; % change)
	Q3 2025		Q2 2025		Sequential Quarter Change			Q3 2024			Year-Over-Year Change
Carbon steel	$	2,032.5	$	2,044.2		(0.6%	)	$	1,856.2			9.5%
Aluminum	$	621.5	$	619.9		0.3%		$	576.3			7.8%
Stainless steel	$	489.9	$	489.2		0.1%		$	513.9			(4.7%	)
Alloy	$	159.6	$	167.5		(4.7%	)	$	155.9			2.4%

Year-to-Date (9 Months) Major Commodity Metrics

	Tons Sold (tons in thousands; % change)							Average Selling Price per Ton Sold (% change)
	2025		2024		Year-Over-Year Change			Year-Over-Year Change
Carbon steel		3,996.9		3,736.0		7.0%			(5.2%	)
Aluminum		248.3		243.3		2.1%			2.8%
Stainless steel		227.4		222.3		2.3%			(9.2%	)
Alloy		92.3		95.7		(3.6%	)		1.8%

	Sales ($'s in millions; % change)
	2025		2024		Year-Over-Year Change
Carbon steel	$	5,980.9	$	5,894.8		1.5%
Aluminum	$	1,847.0	$	1,760.2		4.9%
Stainless steel	$	1,482.3	$	1,595.6		(7.1%	)
Alloy	$	485.5	$	494.6		(1.8%	)

	Sales by Product ($'s as a % of total sales)
								Nine Months Ended
								September 30,
	Q3 2025		Q2 2025		Q3 2024			2025			2024
Carbon steel plate		12%		12%		12%			12%			12%
Carbon steel structurals		12%		12%		12%			12%			11%
Carbon steel tubing		9%		10%		9%			9%			10%
Hot-rolled steel sheet & coil		9%		8%		8%			9%			8%
Carbon steel bar		5%		5%		5%			5%			5%
Galvanized steel sheet & coil		5%		5%		5%			5%			5%
Cold-rolled steel sheet & coil		2%		2%		2%			2%			2%
Carbon steel		54%		54%		53%			54%			53%

Aluminum bar & tube		5%		5%		5%			5%			5%
Heat-treated aluminum plate		5%		5%		5%			5%			5%
Common alloy aluminum sheet & coil		5%		4%		4%			5%			4%
Common alloy aluminum plate		1%		1%		1%			1%			1%
Heat-treated aluminum sheet & coil		1%		1%		1%			1%			1%
Aluminum		17%		16%		16%			17%			16%

Stainless steel bar & tube		6%		6%		7%			6%			7%
Stainless steel sheet & coil		5%		5%		5%			5%			5%
Stainless steel plate		2%		2%		3%			2%			2%
Stainless steel		13%		13%		15%			13%			14%

Alloy bar & rod		4%		4%		3%			4%			4%
Alloy tube		—		—		1%			—			1%
Alloy		4%		4%		4%			4%			5%

Miscellaneous*		5%		6%		6%			5%			6%
Toll processing & logistics		4%		4%		4%			4%			4%
Copper & brass		3%		3%		2%			3%			2%
Other		12%		13%		12%			12%			12%

Total		100%		100%		100%			100%			100%

* Includes titanium, fabricated parts, PVC pipe and scrap.


RELIANCE, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except number of shares which are reflected in thousands and per share amounts)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2025			2024		2025			2024
Net sales	$	3,651.2		$	3,420.3	$	10,795.7		$	10,708.4

Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown below)		2,619.6			2,414.0		7,642.9			7,487.9
Warehouse, delivery, selling, general and administrative (“SG&A”)		701.3			665.0		2,097.5			2,004.2
Depreciation and amortization		70.5			67.9		208.9			198.1
		3,391.4			3,146.9		9,949.3			9,690.2

Operating income		259.8			273.4		846.4			1,018.2

Other (income) expense:
Interest expense		14.4			10.9		40.2			30.3
Other (income) expense, net		(2.3	)		2.0		(8.2	)		(18.5	)
Income before income taxes		247.7			260.5		814.4			1,006.4
Income tax provision		57.7			60.6		189.7			234.4
Net income		190.0			199.9		624.7			772.0
Less: net income attributable to noncontrolling interests		0.5			0.7		1.8			2.1
Net income attributable to Reliance	$	189.5		$	199.2	$	622.9		$	769.9

Earnings per share attributable to Reliance stockholders:
Basic	$	3.61		$	3.64	$	11.82		$	13.68
Diluted	$	3.59		$	3.61	$	11.74		$	13.55

Shares used in computing earnings per share:
Basic		52,482			54,691		52,720			56,297
Diluted		52,817			55,182		53,044			56,813

Cash dividends declared per common share	$	1.20		$	1.10	$	3.60		$	3.30


RELIANCE, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in millions, except number of shares which are reflected in thousands and par value)

	September 30,			December 31,
	2025			2024*
ASSETS
Current assets:
Cash and cash equivalents	$	261.2		$	318.1
Accounts receivable, less allowance for credit losses of $23.2 and $23.2		1,674.1			1,342.0
Inventories		2,307.9			2,026.8
Prepaid expenses and other current assets		112.5			148.2
Income taxes receivable		—			60.4
Total current assets		4,355.7			3,895.5
Property, plant and equipment, net		2,623.9			2,544.9
Operating lease right-of-use assets		303.7			275.2
Goodwill		2,168.6			2,161.8
Intangible assets, net		977.6			1,007.2
Cash surrender value of life insurance policies, net		30.1			46.0
Other long-term assets		90.1			91.2
Total assets	$	10,549.7		$	10,021.8

LIABILITIES AND EQUITY

Current liabilities:
Accounts payable	$	507.8		$	361.9
Accrued expenses		147.5			144.4
Accrued compensation and retirement benefits		201.2			195.2
Accrued insurance costs		53.1			50.4
Current maturities of long-term debt		0.3			399.7
Current maturities of operating lease liabilities		64.5			61.4
Income taxes payable		9.6			—
Total current liabilities		984.0			1,213.0
Long-term debt		1,381.5			742.8
Operating lease liabilities		242.3			214.2
Long-term retirement benefits		28.4			26.9
Other long-term liabilities		60.7			56.8
Deferred income taxes		537.0			537.5
Total liabilities		3,233.9			2,791.2
Commitments and contingencies
Equity:
Preferred stock, $0.001 par value: 5,000 shares authorized; none issued or outstanding		—			—
Common stock and additional paid-in capital, $0.001 par value and 200,000 shares authorized
Issued and outstanding shares—52,383 and 53,715		0.1			0.1
Retained earnings		7,400.2			7,334.7
Accumulated other comprehensive loss		(95.0	)		(115.2	)
Total Reliance stockholders’ equity		7,305.3			7,219.6
Noncontrolling interests		10.5			11.0
Total equity		7,315.8			7,230.6
Total liabilities and equity	$	10,549.7		$	10,021.8

* Derived from audited financial statements.


RELIANCE, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

	Nine Months Ended
	September 30,
	2025			2024
Operating activities:
Net income	$	624.7		$	772.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		208.9			198.1
Stock-based compensation expense		43.2			43.0
Other		(9.1	)		5.0
Changes in operating assets and liabilities (excluding effect of businesses acquired):
Accounts receivable		(331.0	)		(51.9	)
Inventories		(275.4	)		(52.3	)
Prepaid expenses and other assets		154.4			105.7
Accounts payable and other liabilities		139.6			(63.1	)
Net cash provided by operating activities		555.3			956.5

Investing activities:
Acquisitions, net of cash acquired		(2.8	)		(366.7	)
Purchases of property, plant and equipment		(255.7	)		(319.7	)
Proceeds from sales of property, plant and equipment		13.8			4.0
Other		12.0			9.0
Net cash used in investing activities		(232.7	)		(673.4	)

Financing activities:
Proceeds from long-term debt borrowings		2,062.0			663.0
Principal payments on long-term debt		(1,824.0	)		(538.0	)
Cash dividends and dividend equivalents		(191.2	)		(188.5	)
Share repurchases		(394.0	)		(951.3	)
Taxes paid related to net share settlement of restricted stock units		(11.8	)		(29.6	)
Excise tax on repurchase of common shares		(10.0	)		—
Other		(18.2	)		(4.3	)
Net cash used in financing activities		(387.2	)		(1,048.7	)
Effect of exchange rate changes on cash and cash equivalents		7.7			—
Decrease in cash and cash equivalents		(56.9	)		(765.6	)
Cash and cash equivalents, beginning balance		318.1			1,080.2
Cash and cash equivalents, ending balance	$	261.2		$	314.6

Supplemental cash flow information:
Interest paid	$	37.8		$	27.7
Income taxes paid, net	$	115.7		$	197.1


RELIANCE, INC.
NON-GAAP RECONCILIATION
(in millions, except per share amounts)


	Net Income									Diluted EPS
	Three Months Ended									Three Months Ended
	September 30,			June 30,			September 30,			September 30,			June 30,			September 30,
	2025			2025			2024			2025			2025			2024
Net income attributable to Reliance	$	189.5		$	233.7		$	199.2		$	3.59		$	4.42		$	3.61
Restructuring charges		1.2			10.2			2.1			0.02			0.18			0.03
Non-recurring income of acquisitions		—			—			(1.6	)		—			—			(0.03	)
Non-recurring settlement charges		2.2			—			0.5			0.04			—			0.01
Debt restructuring charge		0.3			—			1.5			0.01			—			0.03
Gains related to sales of non-core assets		—			(9.1	)		—			—			(0.17	)		—
Income tax benefit related to above items		(0.9	)		(0.2	)		(0.6	)		(0.02	)		—			(0.01	)
Non-GAAP net income attributable to Reliance	$	192.3		$	234.6		$	201.1		$	3.64		$	4.43		$	3.64

				Net Income						Diluted EPS
				Nine Months Ended						Nine Months Ended
				September 30,			September 30,			September 30,			September 30,
				2025			2024			2025			2024
Net income attributable to Reliance				$	622.9		$	769.9		$	11.74		$	13.55
Restructuring charges					13.7			2.8			0.26			0.04
Non-recurring income of acquisitions					—			(3.6	)		—			(0.06	)
Non-recurring settlement charges					2.2			5.1			0.04			0.09
Debt restructuring charge					0.3			1.5			—			0.03
Gains related to sales of non-core assets					(9.1	)		—			(0.17	)		—
Income tax benefit related to above items					(1.7	)		(1.4	)		(0.03	)		(0.02	)
Non-GAAP net income attributable to Reliance				$	628.3		$	774.3		$	11.84		$	13.63

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,
	2025			2025			2024			2025			2024
Pretax income	$	247.7		$	304.3		$	260.5		$	814.4		$	1,006.4
Restructuring charges		1.2			10.2			2.1			13.7			2.8
Non-recurring income of acquisitions		—			—			(1.6	)		—			(3.6	)
Non-recurring settlement charges		2.2			—			0.5			2.2			5.1
Debt restructuring charge		0.3			—			1.5			0.3			1.5
Gains related to sales of non-core assets		—			(9.1	)		—			(9.1	)		—
Non-GAAP pretax expense adjustments		3.7			1.1			2.5			7.1			5.8
Non-GAAP pretax income	$	251.4		$	305.4		$	263.0		$	821.5		$	1,012.2

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,
	2025			2025			2024			2025			2024
Gross profit - LIFO	$	1,031.6		$	1,087.9		$	1,006.3		$	3,152.8		$	3,220.5
Amortization of inventory step-down		—			—			(1.6	)		—			(3.6	)
Restructuring charges		0.8			6.3			1.7			8.9			1.7
Non-GAAP gross profit		1,032.4			1,094.2			1,006.4			3,161.7			3,218.6
LIFO expense (income)		25.0			25.0			(50.0	)		75.0			(150.0	)
Non-GAAP gross profit - FIFO	$	1,057.4		$	1,119.2		$	956.4		$	3,236.7		$	3,068.6

Gross profit margin - LIFO		28.3	%		29.7	%		29.4	%		29.2	%		30.1	%
Amortization of inventory step-down as a % of sales		—			—			—			—			—
Restructuring charges as a % of sales		—			0.2	%		—			0.1	%		—
Non-GAAP gross profit margin		28.3	%		29.9	%		29.4	%		29.3	%		30.1	%
LIFO expense (income) as a % of sales		0.6	%		0.7	%		(1.5	%)		0.7	%		(1.4	%)
Non-GAAP gross profit margin - FIFO		29.0	%		30.6	%		27.9	%		30.0	%		28.7	%

Certain percentages may not calculate due to rounding.

	September 30,			June 30,			September 30,
	2025			2025			2024
Total debt	$	1,389.1		$	1,433.1		$	1,276.4
Less: unamortized debt discount and debt issuance costs		(7.3	)		(7.4	)		(9.1	)
Carrying amount of debt		1,381.8			1,425.7			1,267.3
Less: cash and cash equivalents		(261.2	)		(239.5	)		(314.6	)
Net debt		1,120.6			1,186.2			952.7
Total Reliance stockholders’ equity		7,305.3			7,234.1			7,350.5
Total capital	$	8,425.9		$	8,420.3		$	8,303.2

Net debt-to-total capital		13.3	%		14.1	%		11.5	%

	Twelve Months Ended
	September 30,			June 30,			September 30,
	2025			2025			2024
Net income	$	730.7		$	740.6		$	1,045.4
Depreciation and amortization		279.5			276.9			261.0
Impairment		11.7			11.7			—
Interest expense		50.2			46.7			40.1
Income taxes		217.2			220.1			294.3
EBITDA	$	1,289.3		$	1,296.0		$	1,640.8

Net debt-to-EBITDA		0.9x			0.9x			0.6x
Total debt-to-EBITDA		1.1x			1.1x			0.8x

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,
	2025			2025			2024			2025			2024
Cash provided by operations	$	261.8		$	229.0		$	463.9		$	555.3		$	956.5
Less: capital expenditures		(81.2	)		(87.6	)		(112.8	)		(255.7	)		(319.7	)
Free cash flow	$	180.6		$	141.4		$	351.1		$	299.6		$	636.8

Reliance, Inc.’s presentation of non-GAAP pretax income, net income and EPS over certain time periods is an attempt to provide meaningful comparisons to the Company's historical performance for its existing and future stockholders. Adjustments include restructuring charges, non-recurring settlement charges, non-recurring expenses related to a term loan agreement and credit agreement amendment, gains related to sales of non-core PP&E, and non-recurring income of acquisitions, which make comparisons of the Company’s operating results between periods difficult using GAAP measures. Reliance, Inc.’s presentation of gross profit margin - FIFO, which is calculated as gross profit plus LIFO expense (or minus LIFO income) divided by net sales, is presented to provide a means of comparison amongst its competitors who may not use the same inventory valuation method. Please see footnote 1 below for additional information on the Company’s gross profit and gross profit margin. Reliance, Inc. presents net debt- and total debt-to-EBITDA as a measurement of leverage utilized by management to monitor its debt levels in relation to its operating cash flow for which it utilizes EBITDA as a proxy. Reliance, Inc. presents free cash flow as a measure of cash generated by its operations that will be used to repay scheduled debt maturities and can be used to invest in growth activities or returned to stockholders.

Footnotes
1 Gross profit, calculated as net sales less cost of sales, and gross profit margin, calculated as gross profit divided by net sales, are non-GAAP financial measures as they exclude depreciation and amortization expense associated with the corresponding sales. About half of Reliance's orders are basic distribution with no processing services performed. For the remainder of its sales orders, Reliance performs “first-stage” processing, which is generally not labor intensive as it is simply cutting the metal to size. Because of this, the amount of related labor and overhead, including depreciation and amortization, is not significant and is excluded from cost of sales. Therefore, Reliance’s cost of sales is substantially comprised of the cost of the material it sells. Reliance uses gross profit and gross profit margin, as shown, as measures of operating performance. Gross profit and gross profit margin are important operating and financial measures, as their fluctuations can have a significant impact on Reliance's earnings. Gross profit and gross profit margin, as presented, are not necessarily comparable with similarly titled measures for other companies.
2 See accompanying Non-GAAP Reconciliation.