Reliance (NYSE: RS) 2025 report shows scale, growth and tariff risks
Rhea-AI Filing Summary
Reliance, Inc. outlines its 2025 performance and risk profile as the largest metals service center company in North America, reporting
The company operates about 310 locations in 41 U.S. states and 10 foreign countries under more than 70 trade names, serving over 125,000 customers across highly diversified end markets. As of February 20, 2026, there were 51,733,277 common shares outstanding, and the aggregate market value of non‑affiliate voting stock was approximately
Reliance emphasizes small, quick‑turn orders and value‑added processing, delivering roughly 40% of orders within 24 hours and maintaining over 90% repeat‑order rates. It employed about 15,700 people at year end 2025, with roughly 11% represented by unions. Safety remains a core focus, with a 2025 OSHA Total Recordable Incident Rate of 1.62, roughly half the latest MSCI industry average.
The filing highlights key risks, including metals price volatility, global economic pressures such as inflation and geopolitical conflicts, tariff uncertainty, climate and environmental regulation, cybersecurity threats, acquisition integration challenges, union and labor issues, extensive regulatory compliance, and interest‑rate exposure on
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from _______ to _______ | |
Commission file number:
Reliance, Inc.
(Exact name of registrant as specified in its charter)
|
|
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price on the New York Stock Exchange on June 30, 2025 was approximately $
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2026 annual meeting of stockholders to be held on May 20, 2026 are incorporated by reference in Part III. Such definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year.
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INDEX
| Page | ||
PART I | |||
Item 1. | Business | 1 | |
Item 1A. | Risk Factors | 12 | |
Item 1B. | Unresolved Staff Comments | 23 | |
Item 1C. | Cybersecurity | 23 | |
Item 2. | Properties | 25 | |
Item 3. | Legal Proceedings | 25 | |
Item 4. | Mine Safety Disclosures | 25 | |
PART II | |||
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 26 | |
Item 6. | [Reserved] | 27 | |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 | |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 37 | |
Item 8. | Financial Statements and Supplementary Data | 38 | |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 73 | |
Item 9A. | Controls and Procedures | 73 | |
Item 9B. | Other Information | 77 | |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 77 | |
PART III | |||
Item 10. | Directors, Executive Officers and Corporate Governance | 77 | |
Item 11. | Executive Compensation | 77 | |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 77 | |
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 77 | |
Item 14. | Principal Accountant Fees and Services | 77 | |
PART IV | |||
Item 15. | Exhibits and Financial Statement Schedules | 78 | |
Item 16. | Form 10-K Summary | 80 | |
SIGNATURES | 81 | ||
RS 2025 Form 10-K/ i
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FORWARD-LOOKING STATEMENTS
Unless otherwise indicated or required by the context, as used in this Annual Report on Form 10-K, the terms “Company,” “Reliance,” “we,” “our,” and “us” refer to Reliance, Inc. and all of its subsidiaries that are consolidated in accordance with U.S. generally accepted accounting principles. This Annual Report on Form 10-K and the information incorporated by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We may also provide oral or written forward-looking information in other materials we release to the public. Our forward-looking statements may include, but are not limited to, discussions of our: industry and end markets; business strategies; acquisitions; expectations concerning our future growth and profitability; ability to generate industry leading returns for our stockholders; future demand and metals pricing; results of operations; margins; profitability; taxes; liquidity; cash flows; capital expenditures; expectations for macroeconomic conditions, including inflation, and the possibility of an economic recession or slowdown; anticipated effects from regulatory changes, including taxation, tariffs and other trade barriers; litigation matters and capital resources. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “preliminary,” “range,” “intend” and “continue,” the negative of these terms, and similar expressions. All statements contained in this report that are not statements of historical fact are forward-looking statements. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date of such statements. These risks and other factors include those described in “Risk Factors” (Part I, Item 1A of this Form 10-K) and “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A). In addition, other factors of which the Company is not currently aware may affect the accuracy of our forward-looking information and may cause actual results to differ from those discussed.
Forward-looking statements involve known and unknown risks and uncertainties and are not guarantees of future performance. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements as a result of various important factors, including, but not limited to, actions taken by us, as well as developments beyond our control, including, but not limited to: changes in domestic and worldwide political and economic conditions; changes in U.S. and foreign trade policies; slowing economic growth, inflation, rising unemployment or other macroeconomic factors that could materially impact us, our customers and suppliers; metals pricing; demand for our products and services; 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. 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.
We do not assume any responsibility to publicly update any of our forward-looking statements regardless of whether factors change as a result of new information, future events, or for any other reason, except as may be required by law. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. You should review any additional disclosures we make in our press releases and other documents we file or furnish with the United States Securities and Exchange Commission (the “SEC”), including our Forms 10-Q and 8-K.
This Annual Report on Form 10-K includes registered trademarks, trade names and service marks of the Company and its subsidiaries.
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PART I
ITEM 1. BUSINESS
Reliance operates a network of companies providing diversified metal solutions and is the largest metals service center company in North America (U.S. and Canada) based on revenues, with 2025 net sales of $14.29 billion.
We have been in business over 85 years since our original organization on February 3, 1939, operating a single metals service center in Los Angeles, California fabricating steel reinforcing bar. Our common stock has traded on the New York Stock Exchange (“NYSE”) for over 30 years under the symbol “RS” since our September 16, 1994 initial public offering.
We believe we have a unique and sustainable business model predicated on the following key attributes:
| ● | Diversity of Products, Customers and Services |
As of December 31, 2025, we operated through a network of approximately 310 locations in 41 U.S. states and 10 foreign countries. We distribute a full line of over 100,000 metal products, including alloy, aluminum, brass, copper, carbon steel, stainless steel, titanium and other specialty steel products.
We service more than 125,000 customers in a variety of industries, including consumer products, general manufacturing, non-residential construction (including infrastructure and renewable energy), transportation (rail, truck trailer and shipbuilding), aerospace (commercial, military, defense and space), energy (oil and natural gas), electronics and semiconductor fabrication, industrial machinery and heavy industry (agricultural, construction and mining equipment). We also service the auto industry, primarily through our toll processing operations where we process customer-owned metal for a fee.
We believe that our diversification by product, end market and geography help mitigate volatility in metals pricing and changing end market conditions. We are not dependent on any particular customer or industry because we process and distribute a broad variety of metals. This diversity of product type and material reduces our exposure to fluctuations or other weaknesses in the financial stability of particular customers or industries. We are also less dependent on any particular suppliers as a result of our product diversification. We believe our diversification strategy has contributed to our ability to remain profitable every year since our initial public offering in 1994, even during recessions and a global pandemic. In 2025, our net sales increased 3.3% compared to 2024 and our tons sold increased 6.2%. The increase in the Company’s tons sold in 2025 significantly outperformed the industry-wide decline of 1.0% reported by the Metals Service Center Institute (“MSCI”) by over 7 percentage points. We believe our ability to continue to grow our tons sold even in periods where overall industry volumes decline has been supported by our scale, processing capabilities, customer service levels, product and geographic diversity.
| ● | Customer Relationships |
We believe that our focus on small order sizes and customer service, including inventory availability and quick turnaround, earns customer loyalty, and, along with our growth and diversification strategy, has been instrumental in our ability to produce industry-leading operating results. In 2025, we delivered approximately 40% of our orders within 24 hours and maintained a high level of customer retention, with over 90% of our sales orders received from repeat customers.
| ● | Value-Added Solutions Provider |
We provide a wide variety of processing services to meet our customers’ specifications and deliver products to fabricators, manufacturers and other end users. We believe that few other metals service centers offer the breadth of processing services and metals that we provide. Our primary processing services range from cutting, leveling or sawing to more complex processes such as machining or electropolishing. We typically stock standard size and grade metal products that can be processed into many different sizes to meet the needs of many different customers, and we generally only process specific metals to non-standard sizes pursuant to customer purchase order specifications.
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Over the past several years, we have increased the amount of value-added processing services we provide through acquisitions and significant investments in new equipment. We believe expanding our value-added capabilities (including toll processing) and increasing the mix of higher margin orders that include value-added processing can mitigate volatility in our profitability during periods of unfavorable metals demand and/or raw material pricing.
| ● | Industry Leader |
According to the MSCI reporting of industry tons sold in the U.S., our 2025 tons sold from our U.S. locations represented approximately 17% of the total tons sold by the U.S. metals service center industry compared to approximately 15% for 2024, reflecting our position as the industry leader in a highly fragmented market. We believe our relatively low market share in the highly fragmented metals service center industry leaves significant opportunity for further strategic growth.
| ● | Pricing Power |
We primarily operate in the spot market for both the purchase and sale of our products. We believe we have the ability to quickly adjust our selling prices in response to increases in raw material costs that are demand-driven in order to maintain consistency in our gross profit margin as only a small portion of our business is subject to long-term contractual pricing arrangements.
| ● | Purchasing Power |
We strategically source the vast majority of our metal purchases from domestic producers and believe we are one of the largest customers of the North American primary metals producers (“mills”). We believe that our significant scale and long-standing relationships with our mill suppliers enable significant purchasing power and product availability in all market conditions and promote effective management of our inventories.
| ● | Collaboration |
We promote collaboration across our operations and encourage our businesses to work together to leverage the larger Reliance resources and capabilities to pursue and grow commercial and sales opportunities, better manage inventories, provide career advancement opportunities for our employees, and share best practices.
Our business is relationship-based, and we operate under the following trade names:
Number of | ||
|---|---|---|
Trade Name | | Locations |
Acero Prime Feralloy Sinton Processing Center | 1 | |
Acero Prime, S. de R.L. de C.V. | 4 | |
Admiral Metals Servicenter Company, Incorporated | 5 | |
Affiliated Metals | 1 | |
Alaska Steel Company | 3 | |
Aleaciones Especiales de Mexico, S. de R.L. de C.V. | 1 | |
All Metal Services (Malaysia) Sdn. Bhd. | 1 | |
All Metal Services France | 1 | |
All Metal Services Limited (United Kingdom) | 2 | |
All Metals | 2 | |
Allegheny Steel Distributors | 1 | |
American Alloy Steel | 5 | |
American Metals | 2 | |
American Steel | 2 | |
AMI Metals | 6 | |
AMI Metals Europe SRL (Belgium) | 1 | |
AMI Metals France, SAS | 1 | |
AMI Metals UK Limited | 1 | |
Best Manufacturing, Inc. | 1 |
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Number of | ||
|---|---|---|
Trade Name | | Locations |
Bralco Metals | 6 | |
CCC Steel | 1 | |
Central Plains Steel Co. | 1 | |
Chapel Steel Canada, Ltd. | 1 | |
Chapel Steel Corp. | 6 | |
Chatham Steel Corporation | 5 | |
Clayton Metals, Inc. | 2 | |
Continental Alloys & Services (Malaysia) Sdn. Bhd. | 1 | |
Continental Alloys & Services Limited (UK) | 2 | |
Continental Alloys & Services Middle East FZE (Dubai) | 1 | |
Continental Alloys & Services Pte. Ltd. (Singapore) | 1 | |
Cooksey Steel Company | 3 | |
Crest Steel Corporation | 1 | |
Custom Fab Company | 1 | |
Delta Steel | 4 | |
Diamond Manufacturing | 2 | |
DuBose National Energy Fasteners & Machined Parts, Inc. | 1 | |
DuBose National Energy Services, Inc. | 1 | |
Durrett Sheppard Steel Co., Inc. | 1 | |
Earle M. Jorgensen | 30 | |
Earle M. Jorgensen (Canada) | 6 | |
East Tennessee Steel Supply Company | 1 | |
Encore Metals | 5 | |
Feralloy | 4 | |
Feralloy PDM Steel Service | 1 | |
Feralloy Processing Company | 1 | |
Ferguson Perforating Company | 2 | |
FerrouSouth | 1 | |
Fox Metals and Alloys, Inc. | 1 | |
Fry Steel Company | 2 | |
GH Metal Solutions | 3 | |
Good Metals Company | 1 | |
Gregor Technologies | 1 | |
Hagerty Steel & Aluminum Company | 1 | |
Haskins Steel Company | 1 | |
IMS Steel Co. | 1 | |
Indiana Pickling and Processing Company (56%-owned) | 1 | |
Infra-Metals | 5 | |
Infra-Metals / IMS Steel / Georgia Steel Company | 2 | |
i-Solutions | 1 | |
KMS | 1 | |
Lampros Steel | 1 | |
Liebovich Steel & Aluminum Company | 4 | |
LSI Plate | 1 | |
Lynch Metals | 2 | |
McKey Perforating Co. | 1 | |
Metals USA | 21 | |
Metalweb Limited | 3 | |
MidWest Materials | 1 | |
National Specialty Alloys | 2 | |
Northern Illinois Steel Supply Co. | 2 | |
Nu-Tech Precision Metals Inc. | 1 | |
Olympic Metals | 1 |
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Number of | ||
|---|---|---|
Trade Name | | Locations |
Oregon Feralloy Partners (40%-owned) | 1 | |
Pacific Metal Company | 5 | |
PDM Steel Service Centers | 8 | |
Perforated Metals Plus | 1 | |
Phoenix Metals Company | 19 | |
Plate Sales | 1 | |
Port City Metal Services | 1 | |
Precision Flamecutting and Steel, Inc. | 1 | |
Precision Strip Inc. | 15 | |
Reliance Metalcenter | 5 | |
Reliance Metalcenter Asia Pacific Pte. Ltd. (Singapore) | 1 | |
Reliance Steel Company | 2 | |
Rotax Metals | 1 | |
Service Steel Aerospace | 5 | |
Siskin Steel | 4 | |
Smith Pipe & Steel Company | 1 | |
Southern Steel Supply | 1 | |
Steel Bar | 1 | |
Sugar Steel | 3 | |
Team Tube | 3 | |
The Richardson Trident Company, LLC | 3 | |
The Steel Store | 1 | |
Tube Service Co. | 6 | |
Tubular Steel | 1 | |
United Pipe & Steel Corp. | 12 | |
Valex | 2 | |
Valex Korea Co., Ltd. (96%-owned) | 1 | |
Valex Semiconductor Materials (Zhejiang) Co., Ltd. | 1 | |
Viking Materials, Inc. | 2 | |
Yarde Metals | 9 | |
Total | 311 |
We have one reportable segment—metals service centers. Further information about our reportable segment, including geographic information, appears in Note 19—“Segment Information” to our consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data.”
Industry Overview
Metals service centers acquire carbon steel, aluminum, stainless steel, alloy, and other metal products from mills and then process and distribute these materials to meet customer specifications.
Customers purchase metal products from metals service centers for a variety of reasons, including the ability to obtain value-added metals processing services, readily available inventory, reliable and timely delivery, flexible minimum order size, and quality control. Many customers deal exclusively with service centers because the quantities of metal products that they purchase are smaller than the minimum order sizes specified by mills or because those customers require intermittent deliveries over long or irregular periods. Metals service centers respond to a niche market created because of the focus on as-needed inventory management and materials management outsourcing in the capital goods and related industries. In general, metals service center customers have placed increased emphasis on carrying lower amounts of inventory, especially during declining price environments.
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Our processing services help reduce manufacturing costs by saving our customers significant time, labor and expense. Specialized metals processing equipment requires high utilization to be cost effective. We believe many manufacturers and their suppliers are not able or willing to invest in the necessary technology, equipment, and warehousing of inventory to perform efficient and effective metal processing at their own operations. Accordingly, we believe industry dynamics have created a niche in the market for metals service centers. We believe that metals service centers purchase, process and deliver metals to end-users in a more efficient and cost-effective manner than the end-user could achieve by dealing directly with the mill.
The measurement of our market share in the United States based on the shipment levels of the metals service center industry published by the MSCI, which does not also publish estimated industry revenues, was about 17% in 2025. We believe our relatively low market share, based on the reported shipment levels for the metals service center industry, provides us with a significant opportunity for growth.
We believe that metals service centers are generally less susceptible to market cycles than metals producers because service centers are generally able to pass on all or a portion of increases in metal costs to their customers. As we have limited long-term contractual business and focus on rapid inventory turnover, we believe that we are generally less vulnerable to changing metals prices than metals producers. However, fluctuations in metals pricing have a significant impact on our revenue and profit.
Operational Strategy
Our primary business strategy is to provide the highest levels of quality and service to our customers in the safest, most efficient operational manner, allowing us to maximize our financial results. The core tenets of our differentiated approach include:
| ● | Our commitment to safety is our top priority and an important element of our culture and day-to-day operational focus. Our executive team supports a safety management system that includes policies, standard practices and goals at our facilities. In addition, our safety professionals monitor compliance with regulatory requirements and conduct safety assessments and training to promote and improve safety practices. |
| ● | Organic growth and innovation through industry-leading investments in state-of-the-art value-added processing equipment to better service our customers. We have made significant investments in our businesses in recent years, including investments in advanced, state-of-the-art value-added processing equipment that concurrently expand our metals processing capabilities and promote increased efficiencies. |
| ● | We believe our diversification by product, end market and geography reduce volatility in our profitability. We maintain a wide variety of products in inventory and believe this differentiates us from all other North American service center companies. Our product mix has become more diverse mainly as a result of our targeted growth strategy that includes acquiring companies that broaden our geographic footprint and processing capabilities. |
| ● | Our decentralized operating structure keeps decision making and resources close to the customer. Due to our focus on small orders, our decentralized operating structure and the diversity of the markets we serve, customer concentration is not significant. |
| ● | A focus on as-needed inventory management and small orders with quick turnaround and increasing levels and types of value-added processing generates higher gross profit margins compared to servicing large orders with volume pricing. We support our customers’ as-needed logistics with our customer service, operational efficiencies, innovation and inventory management. In 2025, our average order size was $3,120 and we delivered approximately 40% of orders within 24 hours. |
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| ● | Strong pricing discipline by our managers in the field allows us to appropriately price the value we provide to our customers. We believe our focus on maintaining pricing discipline related to our processing services, coupled with our investments in state-of-the-art equipment and advanced technology, contribute to higher sustainable gross profit margin levels. |
| ● | We have minimal contractual sales as we primarily sell via customer purchase order, which we believe supports efficient management of our inventories. We believe our ability to pass mill replacement cost increases on to our customers, when they occur, results in higher gross profit realization than if we priced our products under long-term contractual pricing arrangements, which tend to have a trailing effect. |
Growth Strategy
Our growth strategy is based on increasing our operating results through organic growth activities and strategic acquisitions that enhance our product, customer and geographic diversification. We believe our focused growth strategy and high level of value-added services we provide our customers make us less vulnerable to regional or industry-specific economic volatility and somewhat lessens the negative impact of volatility experienced in commodity pricing and market cyclicality, and general economic trends.
We expect to continue growing our business through acquisitions and internal growth initiatives, particularly those that broaden our geographic footprint and processing capabilities in new and existing markets.
Sales and Marketing
Sales personnel are organized by division or subsidiary and fall into two groups: outside sales and inside sales. Outside sales personnel travel throughout a specified geographic territory and maintain relationships with our existing customers and develop new customers. Inside sales personnel remain at the facilities to price and write orders. Outside sales personnel generally receive incentive compensation based on the gross profit from their particular geographic territories. Inside sales personnel generally receive incentive compensation based on the gross profit and/or pretax income of their particular location.
We endeavor to acquire well-run businesses with strong customer relationships and solid reputations within the marketplace. Because of this, we often find value in acquired trade names and generally continue to go to market under the acquired businesses’ names and maintain their customer relationships.
Customers
Although we have many large original equipment manufacturer customers, most of our sales are to small machine shops and fabricators, in small quantities with frequent and often just-in-time deliveries, ensuring as-needed logistics and helping them manage their working capital and credit needs more efficiently. Our metals service centers wrote and delivered over 4.6 million orders during 2025 or an average of 18,110 per day, with an average price of approximately $3,120 per order. Most of our metals service center customers are located within 200 miles of the Reliance location supporting them. The proximity of our service centers to our customers helps reduce total road miles and promotes efficient routing and quick delivery. Our fleet of approximately 1,800 trucks (which are mostly leased) delivered the majority of our 2025 sales orders. We believe that our fleet of trucks enhances our ability to service many smaller customers and provide quick turnaround deliveries with approximately 40% of our orders delivered within 24 hours. We believe that maintaining our own fleet of trucks and drivers provides a competitive advantage as there has been a shortage of qualified drivers and third-party freight costs have been at elevated levels in recent years. Moreover, our order entry systems and flexible production scheduling enable us to meet customer requirements for short lead times and quick delivery. We believe providing high levels of customer service and maintaining long-term relationships with our customers significantly contributes to our success. In 2025, over 90% of the sales orders we serviced were from repeat customers, which we believe demonstrates the high level of customer satisfaction and loyalty our businesses
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earn. Our provision of reliable, prompt and efficient services and quality products at reasonable prices are important factors in maintaining and expanding these relationships.
We have built and opened international locations to service specific industries, typically making limited investments to support existing key U.S. customers that also operate in those international markets. Accordingly, our exposure to risks associated with such investments is minimal. Sales from our foreign operations were approximately 6% of our net sales in 2025, or $864.6 million. However, sales to international customers (based on the shipping destination) were approximately 9% of our consolidated 2025 net sales, or $1.26 billion, with sales to Canadian customers representing approximately 28%, or $347.2 million of our total international sales.
Customer demand changes from time to time based on, among other things, general economic conditions and industry capacity. Many of the industries in which our customers operate are cyclical in nature. We believe our large, unconcentrated customer base across a wide variety of industries somewhat mitigates earnings volatility. In addition, many of our customers are small job shops and fabricators who also have a diverse customer base and the versatility to service different end markets when an existing market slows.
Due to our focus on small orders, decentralized operating structure and the diversity of the markets we serve, customer concentration is not significant. Our largest customer represented 0.6% of our net sales in 2025. In 2025, we generated sales greater than $30 million from only 25 customers.
Suppliers
We strategically purchase most of our inventory from the major domestic mills. We have multiple suppliers for all of our products.
Because of our total volume of purchases and our long-term relationships, we believe that we are generally able to purchase inventory at the most competitive prices offered by our suppliers. We believe that our relationships provide us with an advantage in sourcing products in accelerated timeframes when needed and also allow us to more efficiently manage our inventory. We believe both our size and our long-term relationships with our suppliers continue to be important because mill consolidation has reduced the total number of available suppliers.
Seasonality
Some of our customers are in seasonal businesses, especially customers in the construction industry and related businesses. However, our overall operations have not shown any material seasonal trends because of our geographic, product and customer diversity. Typically, revenues in the months of July, November and December have been lower than in other months because of a reduced number of shipping days, resulting from holidays observed by the Company as well as vacation and extended holiday closures at some of our customers. The number of shipping days in each quarter has an impact on our quarterly sales and profitability. We cannot predict whether period-to-period fluctuations will be consistent with historical patterns. Results of any one or more quarters are therefore not necessarily indicative of annual results.
Competition
According to the MSCI reporting of U.S. metals service center industry shipments, our 2025 tons sold from our U.S. locations represented approximately 17% of the industry total, an increase from 15% in 2024.
The metals service center industry is highly fragmented and competitive within localized areas or regions. Many of our competitors operate single, stand-alone service centers. According to IBISWorld Inc.’s January 2026 report on the U.S. Metals Wholesaling industry (the broader industry in which metals service center companies operate), there were approximately 10,700 metal wholesaling locations operated by approximately 8,400 companies in the U.S. in 2025. Although available location data pertains only to the broader metals
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wholesaling industry, which includes many businesses that are not metals service centers and therefore fall outside our acquisition focus, the highlighted fragmentation illustrates the scale of our potential growth opportunity.
We have numerous competitors in each of our product lines and geographic locations, and competition is most frequently local or regional. Our domestic service center competitors are generally smaller than we are, but we also face strong competition from national, regional and local independent metals distributors and the mills themselves, some of which have greater resources than we do.
We compete with other companies on price, service, quality, processing capability and availability of products and services. We maintain relationships with our major suppliers at the executive and local levels. We believe that this division of responsibility has increased our ability to obtain competitive prices for metals, by leveraging our total size, and to provide more responsive service to our customers by allowing our local management teams to make purchasing decisions. In addition, we believe that the size of our inventory, the diversity of metals products we have available, and the wide variety of processing services we provide distinguish us from our competition. We believe our competitors are generally unable to offer the same high-quality products and services we provide using state-of-the-art equipment and advanced technology as they do not have the financial ability or risk tolerance to invest in or grow their businesses at the same rate as Reliance. We believe our industry-leading financial results in recent years are attributable to our strong financial condition, the high quality of products and services we are able to offer as a result of our significant investments in the facilities and equipment of our existing and acquired businesses, as well as our continued focus on small order sizes with quick turnaround.
Human Capital
As of December 31, 2025, we had 15,700 employees worldwide, of which approximately 14,100 were employed in the U.S. Our total workforce of approximately 16,100 as of December 31, 2025 includes approximately 400 contract and temporary workers. Our management strategy is to align our workforce levels with the pace of business and management believes it has sufficient human capital to operate our business successfully.
As of December 31, 2025, approximately 11% of our employees were represented by unions under collective bargaining agreements. Approximately 2% of our employees are covered by 15 different collective bargaining agreements that expire in 2026 unless renewed. We have entered into collective bargaining agreements with 38 union locals at 46 of our locations. These collective bargaining agreements have not had a material impact on our revenues or profitability. From time to time, our collective bargaining agreements expire and come up for renegotiation.
To help attract and retain the best employees, we strive to offer competitive compensation and best-in-class benefits. In addition to base salaries, our compensation programs can include annual bonuses, stock-based compensation awards, a 401(k) plan with employee matching opportunities, healthcare insurance and welfare benefits, and health savings and flexible spending accounts. Our success is dependent on the knowledge, skills and abilities of our current and future leaders and we continue to invest in talent management initiatives to pursue the significant long-term potential for our continued success.
We seek to create an environment that values the health, safety and wellbeing of our employees, their families and the communities in which we operate and live.
Focus on Safety
The health and safety of our employees, customers, suppliers and communities is our most important core value. Our safety programs are designed around risk recognition, applied best management, leadership engagement, and compliance. Our SMART Safety program focuses on integrating a robust culture of safety
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and health across all of our operations. We are committed to eliminating serious injuries and fatalities while continually reducing minor injuries.
Our executive team and business leadership support an environmental, health and safety (“EHS”) management system that includes a corporate EHS Policy, minimum standards and expectations and continuous improvement goals at all of our facilities, including:
| o | Regularly verifying compliance (regulatory and corporate standards) through a robust corporate EHS audit process led by experienced professionals; |
| o | Creating sustainable processes and systems for hazard recognition and mitigation; |
| o | Integrating video-based technology into all company-operated trucks, coaching drivers and fleet leadership on behaviors and conditions with the highest risk of incident; and |
| o | Implementing mandatory defensive driving training for all commercial drivers and fleet leadership to improve knowledge and help reinforce safe driving behaviors. |
Reliance uses several indicators to assess health and safety performance. Lagging indicators include the Occupational Safety & Health Administration (“OSHA”) Total Recordable Incident Rate (“TRIR”) and Lost Time Incident Rate (“LTIR”), as well as the average Department of Transportation Recordable Accident Rate per million miles (“DOT Rate”).
Year Ended December 31, | 2025 | 2024 | 2023 | |||
Safety Indicator: | ||||||
TRIR | 1.62 | 1.80 | 2.01 | |||
LTIR | 0.67 | 0.79 | 0.67 | |||
DOT Rate | 0.61 | 0.46 | 0.64 | |||
Our focus on safety is evident in our 2025 TRIR, which is lower than the MSCI average of 3.19 as reported in their most recent survey conducted in 2024. A lower TRIR means that fewer people are injured on the job, and fewer lives are negatively impacted. We have not identified a universally accepted and annually updated benchmarking standard for DOT Rate.
Quality Control
Procuring high-quality metal from suppliers on a consistent basis is critical to our business. We maintain strict quality control measures to ensure that the quality of purchased raw materials will enable us to meet our customers’ specifications and to reduce the costs of production interruptions. In certain instances, including at a customer’s request, we perform physical and chemical analyses on selected raw materials, typically through a third-party testing lab, to verify that mechanical and dimensional properties, cleanliness and surface characteristics meet our requirements and our customers’ specifications. We also conduct certain analyses of surface characteristics on selected processed metal before delivery to the customer. We believe that maintaining high standards for accepting metals ultimately results in reduced return rates from our customers.
We maintain various quality certifications throughout our operations. Over half of our operating locations have earned International Organization for Standardization (ISO 9001:2015) certifications. Many of our locations maintain additional certifications specific to the industries they serve, such as aerospace, auto, nuclear, and others, including certain international certifications.
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Government Regulation
Our operations are also subject to laws and regulations relating to workplace safety and worker health, principally OSHA and related regulations, which, among other requirements, establish noise, dust and safety standards. We maintain comprehensive health and safety policies and train employees to follow established safety practices.
We are subject to the conflict mineral provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. We are required to undertake due diligence, disclose and report whether the products we sell originate from the Democratic Republic of Congo and adjoining countries. We verify with our suppliers the origins of all metals used in our products.
Our international sales and operations subject us to various countries’ trade regulations concerning the import and export of materials and finished products. Our operations are subject to the laws and regulations of the jurisdictions in which we conduct our business that seek to prevent corruption and bribery in the marketplace, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the United Kingdom’s Bribery Act 2010. We have developed and implemented company-wide export and anti-corruption policies designed to provide our employees with clear statements of our compliance requirements and ensure compliance with applicable export and anti-corruption regulations. For information about risks related to government regulation, please see the risk factors set forth under the caption Item 1A. “Risk Factors” including the Risk Factors captioned “We are subject to various environmental, employee safety and health, and customs and export laws and regulations, which could subject us to significant liabilities and compliance expenditures;” and “We operate internationally and are subject to changes in tax rates, exchange rate fluctuations, exchange controls, political risks and other risks relating to international operations.”
Environmental
We are not a metals producer or mill – we operate metals service centers that process and distribute metal products. We believe that circularity and low emissions are key attributes of our business model.
The overwhelming majority of our operations involve the processing and distribution of aluminum and steel products that we believe are highly recyclable and supportive of circular manufacturing. These materials are among the most commonly-recycled materials on the planet—more than plastic, paper, and glass combined each year— and can be 100% recycled without loss of quality. We reintroduced approximately 259,000 tons of recycled scrap material into the manufacturing life cycle in 2025. As a distributor and “first-stage” processor of metal products, our operations, by their nature, have a limited environmental impact as we do not emit significant amounts of carbon dioxide or other greenhouse gases.
We continue to evaluate and implement energy conservation and other initiatives to reduce the environmental impact of our business. However, enactment of more stringent environmental regulations could have an adverse impact on our financial results. In addition, the manufacture and production of the materials we source from mills can be a carbon-intensive activity, and adoption of more stringent carbon regulations or policies may increase the prices of these materials.
As a processor and distributor of metals, and not a producer, we acknowledge and embrace our role in protecting the environment and continue to assess our impacts. In order to align our environmental initiatives with our broader strategy, we completed a materiality assessment to determine the environmental matters that are most critical to our business and our stakeholders. As a result of the materiality assessment, we determined that the most material environmental issues to our business are: (i) emissions from company-owned trucks that deliver our products; and (ii) our overall energy usage (e.g. fuel and electricity). We expect to update this materiality assessment on a periodic basis to ensure it reflects changes in our business and the external environment.
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In addition, prolonged disruption in the supply and/or distribution of metals due to weather, climate change or, natural disasters connected to climate change could increase costs, limit the availability of materials critical to our operations and have a significant impact on operating results.
Available Information
We may use our 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 at www.reliance.com, and our investors relations website, https://investor.reliance.com.
At our investor relations website, we make available, free of charge, a variety of information for investors, including access to our financial reports, including Form 10-K, Form 10-Q, and current reports on Form 8-K, after we file or furnish them with the SEC and they are available on the SEC's website at www.sec.gov. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Investor Email Alerts” section under “Resources” at https://investor.reliance.com.
At our investor relations website, we webcast our earnings calls and certain investor events we participate in. Information about Reliance’s ESG-related programs and initiatives is available under the “ESG” section of the Company’s website. Additional corporate governance information, including our restated certificate of incorporation, amended and restated bylaws, principles of corporate governance, Board committee charters, code of conduct and anti-bribery and anti-corruption policy, is available under Governance in the “Investors” section of the Company’s website. We encourage investors to visit our website.
The information found on these websites is not incorporated into this Annual report on Form 10-K or in any other report or document we file with the SEC, and any references to website URLs are intended to be inactive textual references only.
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ITEM 1A. RISK FACTORS
Set forth below are the risks that we believe are material to our investors. Our business, results of operations and financial condition may be materially adversely affected due to any of the following risks. The risks described below are not the only ones we face. Additional risks of which we are not presently aware or that we currently believe are immaterial may also harm our business.
Risks Related to Our Business and Industry
The costs that we pay for metals fluctuate due to a number of factors beyond our control, and such fluctuations could adversely affect our operating results, particularly in periods in which metals price increases are not supported by underlying demand and we are unable to fully pass our higher metal costs to our customers or during periods of declining metals prices and we are unable to quickly lower our inventory costs on hand.
We purchase large quantities of carbon steel, aluminum, stainless steel, alloy, and other metal products, which we sell to a variety of customers. Our profitability is largely dependent upon the prices of the steel, aluminum and other metals we sell to our customers. Pricing for our products generally has a much more significant impact on our results of operations than customer demand levels. If pricing declines, we will typically generate lower levels of gross profit and pretax income dollars. The price of metals we purchase and the price we charge our customers for the products we sell fluctuate based on many factors outside of our control, including general economic conditions (both domestic and international), competition, production levels, raw material costs, customer demand levels, governmental policies, import duties and other trade restrictions, currency fluctuations and surcharges imposed by our suppliers.
Metals prices are volatile due to, among other things, fluctuations in foreign and domestic production capacity, raw material availability and related pricing, metals consumption, customer demand levels, tariffs, import levels into the U.S., governmental regulations, and the strength of the U.S. dollar relative to other currencies. Future changes in global general economic conditions or in production, consumption or export of metals, including as a result of economic slowdown or trade policies, could cause fluctuations in metal prices globally, which could adversely affect our profitability and cash flows. We generally do not enter into long-term agreements with our suppliers or hedging arrangements that could lessen the impact of metal price fluctuations.
We maintain substantial inventories of metal to accommodate the short lead times and delivery requirements of our customers. Our customers typically purchase products from us pursuant to purchase orders and typically do not enter into long-term purchase agreements or arrangements with us. Accordingly, we purchase metal in quantities we believe to be appropriate to satisfy the anticipated needs of our customers based on information derived from customers, market conditions, historic usage and industry research. Commitments for metal purchases are generally at prevailing market prices in effect at the time orders are placed or at the time of shipment. During periods of rising metal costs, our results may be negatively impacted by increases in the costs of the metals we purchase if we are unable to make equivalent increases in the selling prices of the products we sell. We believe it is more challenging to fully pass on higher metal costs to our customers when the higher costs are not driven by customer demand, but by external factors such as tariff actions. In addition, when metals prices decrease, we often cannot replace our higher cost inventory with the lower cost metal at a rate that would allow us to maintain a consistent gross profit margin, which may reduce our gross profit margin and profitability. Consequently, during periods in which we are selling inventory on hand that is costed above current replacement costs, the effects of changing metal prices would adversely affect our operating results until our inventory costs on hand align with current replacement costs.
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Global economic conditions, including inflation, elevated interest rates, infectious disease and supply chain disruptions, have adversely affected, and could continue to adversely affect, our operations.
Our financial condition and results of operations are impacted by global markets and economic conditions over which we do not have control. A general global economic downturn or other adverse macroeconomic trends, including heightened inflation, capital markets volatility, currency rate fluctuations, trade policies, economic uncertainties, high unemployment levels, an economic slowdown or recession, or a slowing or stalled recovery therefrom, have in the past resulted in and may in the future result in unfavorable conditions that negatively affect demand and selling prices for our products and exacerbate some of the other risks that affect our business, financial condition and results of operations.
We believe recent inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our operations. If such pressures increase our operating costs and we are unable to increase our gross profit at a similar rate due to decreases in demand, lack of mill price increases, our inability to pass any increases in metals replacement costs to our customers, or otherwise, our operating income margins would decline and our business, financial condition and results of operations could be adversely affected.
The war in Ukraine has led, is currently leading, and for an unknown period of time will continue to lead to disruptions in local, regional, national, and global markets and economies affected thereby, including in the global steel market. These disruptions caused by the war included, and may continue to include, political, social, and economic disruptions and uncertainties and material increases in certain commodity prices that may affect our business operations.
Our operations were adversely affected by the impacts of the COVID-19 pandemic and related macroeconomic effects. Other outbreaks of contagious diseases, or other adverse public health developments in countries where we operate or our customers are located, could similarly adversely affect our business, results of operations and financial condition in the future.
Excess capacity and over-production by foreign metal producers or decreases in tariffs could increase the level of metal imports into the U.S., resulting in lower domestic prices, which would adversely affect our sales, margins and profitability.
Global metal-making capacity exceeds demand for metal products in some regions around the world. Rather than reducing employment by rationalizing capacity with consumption, we believe metal manufacturers in many countries (often with government assistance or subsidies in various forms) have periodically exported metal at prices which may not reflect their costs of production or capital. Excessive imports of metal into the U.S. have exerted, and may continue to exert, downward pressure on U.S. metal prices.
In 2025, the U.S. government altered its approach to international trade policy, both generally and with respect to matters directly and indirectly affecting the metals industry, including by undertaking certain unilateral actions affecting trade, renegotiating existing bilateral and multilateral trade agreements, and entering into new agreements with foreign countries. For example, in early 2025, the U.S. government issued executive orders imposing Section 232 duties on steel and aluminum products from Canada and Mexico, eliminating the tariff rate quotas that had partially exempted imports from certain countries and eliminating product-specific exclusions. These executive actions also increased the aluminum tariffs from 10% to 25% effective on and after March 12, 2025. Subsequently, in June 2025, the Section 232 steel and aluminum tariffs were generally increased to 50%. The tariffs were also expanded to cover a range of additional “derivative” steel-containing articles.
On February 20, 2026, the Supreme Court ruled that the president is not authorized to impose tariffs under the International Emergency Economic Powers Act. It is currently unclear what the overall impact of this ruling will be. The Supreme Court's ruling has no direct impact on the tariffs in place under Section 232, including tariffs on steel and aluminum.
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The current system of tariffs is fluid and the ultimate impacts of such tariffs on our revenues, financial results and cash flows will be based on a number of variables that are not known at this time. The impact on our business will be based on the actual tariffs imposed as well as their duration, which we are not able to predict at this time. Our business may be adversely impacted to the extent to which the threat of tariffs or effected/deferred tariffs or other trade actions result in a decrease in international demand for steel and aluminum produced in the U.S. or disruptions in customer buying patterns.
We expect that the current system of tariffs, while in effect, will discourage metal imports from non-exempt countries. These tariffs have had a favorable impact to date on the prices of the products we sell and our results of operations. If these or other tariffs or duties expire or are relaxed or repealed, or if relatively higher U.S. metals prices make it attractive for foreign metal producers to export their products to the U.S. despite the presence of duties or tariffs, then the resurgence of substantial imports of foreign metal could create downward pressure on U.S. metal prices. If the Section 232 measures are removed or substantially lessened, whether through legal challenge, legislation, executive action or otherwise, then imports of foreign metals would likely increase and metal prices in the U.S. would likely fall, which could materially adversely affect our revenues, financial results and cash flows.
We operate in an industry that is subject to cyclical fluctuations and any downturn in general economic conditions or in our customers’ specific industries could negatively impact our profitability and cash flows.
The metals service center industry is cyclical and impacted by both market demand and metals supply. Periods of economic slowdown (such as global or regional recessions) decrease the demand for our products and adversely affect our pricing. If either demand or pricing were to decline from current levels, this could reduce our profitability and cash flows.
We sell many products to industries that are cyclical, such as the non-residential construction, semiconductor, energy, automotive, aerospace and heavy equipment industries. Although many of our direct sales are to sub-contractors or job shops that may serve many customers and industries, the demand for our products is directly related to, and quickly impacted by, demand for the finished goods manufactured by customers in these industries, which may change as a result of changes in the general U.S. or worldwide economy, inflation, domestic exchange rates, energy prices or other factors beyond our control.
We compete with a large number of companies in the metals service center industry, and, if we are unable to compete effectively, our profitability and cash flows may decline.
We compete with a large number of other general-line distributors and processors, and specialty distributors in the metals service center industry. Competition is based principally on price, service, quality, processing capability and availability of products and services. Competition in the various markets in which we participate comes from companies of various sizes, some of which have more established brand names in the local markets that we serve. To compete for customer sales, we may lower prices or incur higher costs to offer increased services, which could reduce our profitability and cash flows. Rapidly declining prices and/or demand levels may escalate competitive pressures, with service centers selling at substantially reduced prices, and sometimes at a loss, in an effort to reduce their high-cost inventory and generate cash. Any increased and/or sustained competitive pressure could cause our share of industry sales to decline along with our profitability and cash flows.
If we were to lose any of our primary suppliers or otherwise be unable to obtain sufficient amounts of necessary metals on a timely basis, we may not be able to meet our customers’ needs and may suffer reduced sales.
We have few long-term contracts to purchase metals. Therefore, our primary suppliers of aluminum, carbon, stainless and alloy steel or other metals could curtail or discontinue their delivery of these metals to us in the
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quantities we need with little or no notice. Our ability to meet our customers’ needs and provide value-added inventory management services depends on our ability to maintain an uninterrupted supply of high-quality metal products from our suppliers. If our suppliers experience production problems, lack of capacity or transportation disruptions, the lead times for receiving our supply of metal products could be extended and the cost of our inventory may increase. If, in the future, we are unable to obtain sufficient amounts of the necessary metals at competitive prices and on a timely basis from our customary suppliers, we may not be able to obtain these metals from acceptable alternative sources at competitive prices to meet our delivery schedules. Even if we do find acceptable alternative suppliers, the process of locating and securing these alternatives may be disruptive to our business, which could have an adverse impact on our ability to meet our customers’ needs and reduce our profitability and cash flows. In addition, if a significant domestic supply source is discontinued and we cannot find acceptable domestic alternatives, we may need to find foreign sources of supply. Using foreign sources of supply could result in longer lead times, increased price volatility, less favorable payment terms, increased exposure to foreign currency movements and certain tariffs and duties and require greater levels of working capital. Alternative sources of supply may not maintain the quality standards that are in place with our current suppliers that could impact our ability to provide the same quality of products to our customers that we have provided in the past, which could cause our customers to move their business to our competitors or to file claims against us, and such claims may be more difficult to pass through to foreign suppliers.
There has been significant consolidation at the metal producer level both globally and within the U.S. This consolidation has reduced the number of suppliers available to us, which may limit our ability to obtain the necessary metals to service our customers. The number of available suppliers may be further reduced if the general economy enters into another recession.
We rely upon our suppliers as to the specifications of the metals we purchase from them.
We rely on mill certifications that attest to the physical and chemical specifications of the metal received from our suppliers for resale and generally, consistent with industry practice, we do not undertake independent testing of such metals unless independent tests are required by customers. We rely on customers to notify us of any metal that does not conform to the specifications certified by the supplying mill. Although our primary sources of products are domestic mills, we have and will continue to purchase products from foreign suppliers when we believe it is appropriate. In the event that metal purchased from domestic suppliers is deemed to not meet quality specifications set forth in the mill certifications or customer specifications, we generally have recourse against these suppliers for both the cost of the products purchased and possible claims from our customers. However, such recourse will not compensate us for the damage to our reputation that may arise from substandard products and possible losses of customers. Moreover, there is a greater level of risk that similar recourse will not be available to us in the event of claims by our customers related to products from foreign suppliers that do not meet the specifications set forth in the mill certifications. In such circumstances, we may be at greater risk of loss for claims for which we do not carry, or carry insufficient, insurance.
Climate change might adversely impact our supply chain or our operations.
Concern about climate change might result in new legal and regulatory requirements to reduce or mitigate the effects of climate change. While we believe our operations do not emit significant amounts of carbon dioxide or other greenhouse gases, legal or regulatory changes related to climate change may result in higher prices for metals, higher prices for utilities required to run our facilities, higher fuel costs for us and our suppliers, increased compliance costs and other adverse impacts. To the extent that new legislation or regulations increase our costs, we may not be able to fully pass these costs on to our customers without a resulting decline in sales and adverse impact to our profits.
Changing market dynamics, global policy developments, and the increasing frequency and impact of extreme weather events on critical infrastructure in the U.S. and elsewhere have the potential to disrupt our business, the business of our third-party suppliers, and the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations.
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There is also increased focus by governmental and non-governmental entities on sustainability matters. Any perception that we have failed to act responsibly regarding climate change could result in negative publicity and adversely affect our business and reputation.
There also has been increased stakeholder focus, including by U.S. and foreign governmental authorities, investors, customers, media and nongovernmental organizations, on environmental sustainability matters, such as climate change, the reduction of greenhouse gases and water consumption. Legislative, regulatory or other efforts to combat climate change or other environmental concerns could result in future increases in taxes, restrictions on or increases in the costs of supplies, transportation and utilities, any of which could increase our operating costs, and necessitate future investments in facilities and equipment. Further, our customers may impose emissions reduction or other environmental standards and requirements. As a result, we may experience increased compliance burdens, and the sourcing of our products may be adversely affected.
We face increased competition and pricing pressures from alternative materials and risks concerning innovation, new technologies, products and increasing customer requirements.
As a result of increasingly stringent regulatory requirements, designers, engineers and industrial manufacturers, especially those in the automotive industry, may be increasing their use of lighter weight and alternative materials, such as composites, plastics, glass and carbon fiber. In addition, higher sustained market prices of metal products could cause new alternative material producers to enter the market. Prices of all of these materials fluctuate widely, and differences between the prices of these materials and the price of metal products may adversely affect demand for our products and/or encourage material substitution, which could adversely affect the prices of and demand for metal products. If metals prices increase compared to certain substitute materials, the demand for our products could be negatively impacted, which could have an adverse effect on our financial results.
Our insurance coverage, vendor indemnifications or other liability protections may be unavailable or inadequate to cover all of our significant risks, or our insurers may deny coverage of or be unable to pay for material losses we incur, which could adversely affect our profitability and overall financial position.
We strive to obtain insurance agreements from financially solid, highly rated counterparties in established markets to cover significant risks and liabilities. Not every risk or liability can be insured, and for risks that are insurable, the policy limits and terms of coverage reasonably obtainable in the market may not be sufficient to cover all actual losses or liabilities incurred. Even if insurance coverage is available, we may not be able to obtain it at a price or on terms acceptable to us. Disputes with insurance carriers, including over policy terms, reservation of rights, the applicability of coverage (including exclusions), compliance with provisions (including notice) and/or the insolvency of one or more of our insurers may significantly affect the amount or timing of recovery.
In some circumstances we may be entitled to certain legal protections or indemnifications from our vendors through contractual provisions, laws, regulations or otherwise. However, these protections are not always available, are typically subject to certain terms or limitations, including the availability of funds, and may not be sufficient to cover all losses or liabilities incurred.
If insurance coverage, customer indemnifications and/or other legal protections are not available or are not sufficient to cover our risks or losses, it could have a material adverse effect on our financial position, results of operations and/or cash flows.
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We may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions, and might experience business disruptions associated with restructuring, realignment and cost reduction activities.
Portions of our business have been, and may in the future be, the subject of restructuring, realignment and cost reduction initiatives. While we undertake these initiatives with the goal of realizing potential efficiencies, we may not be successful in achieving efficiencies and cost reduction benefits we expect in full or at all. Further, such benefits might be realized later than expected, and the ongoing costs of implementing these measures might be greater than anticipated. If these measures are not successful or sustainable, we might undertake additional realignment and cost reduction efforts, which could result in future charges. Moreover, our ability to achieve our other strategic goals and business plans might be adversely affected, and we could experience business disruptions if our restructuring and realignment efforts and our cost reduction activities prove ineffective.
Acquisitions present many risks, and we may not realize the financial and strategic goals that were contemplated at the time of each transaction.
Since our initial public offering in September 1994, we have successfully purchased 76 businesses. We continue to evaluate acquisition opportunities and expect to continue to grow our business through acquisitions in the future. Risks we may encounter in acquisitions include:
| ● | the acquired company may not perform as anticipated or expected strategic benefits may not be realized, which could result in an impairment charge or otherwise impact our results of operations; |
| ● | we may not realize the anticipated increase in our revenues if a larger than predicted number of customers decline to continue purchasing products from us; |
| ● | we may have to delay or not proceed with a substantial acquisition if we cannot obtain the necessary regulatory approval or funding to complete the acquisition in a timely manner; |
| ● | we may significantly increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition or assume existing debt of an acquired company, which, among other things, may result in a downgrade of our credit ratings; |
| ● | we may have increased inventory exposure for a short time period if the acquired company has significant amounts of material on order; |
| ● | our relationship with current and new employees, customers and suppliers could be impaired; |
| ● | our safety performance may decline, and our incidence rates increase; |
| ● | our due diligence process may fail to identify risks that could negatively impact our financial condition; |
| ● | we may lose anticipated tax benefits or have additional legal or tax exposures if we have prematurely or improperly combined entities; |
| ● | we may face contingencies related to product liability, intellectual property, financial disclosures, environmental issues, violations of regulations/policies, tax positions and accounting practices or internal controls; |
| ● | the acquisition may result in litigation from terminated employees or third parties; |
| ● | our management’s attention may be diverted by transition or integration issues; |
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| ● | costs and investments in excess of our expectations may be required to implement necessary compliance processes and related systems, including IT systems, accounting systems and internal controls over financial reporting; |
| ● | we may pay more than the acquired company is worth; |
| ● | we may assume substantial additional environmental exposures, commitments, contingencies and remediation and reclamation projects; and |
| ● | we may undertake acquisitions financed in part through public offerings or private placements of debt or equity securities, or other arrangements. Such acquisition financing could result in a decrease in our earnings and adversely affect other leverage measures. If we issue equity securities or equity-linked securities, the issued securities may have a dilutive effect on the interests of the holders of our common stock. In addition, limitations on our access to external financing sources, whether due to tightened capital markets, available capital with unfavorable interest rates or otherwise, could impair our ability to execute our growth strategy. |
These factors could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or the completion of a number of acquisitions in any short period of time.
In addition, most of the acquisition agreements we have entered into require the former owners to indemnify us against certain liabilities related to the operation of those companies before we acquired them. In most of these agreements, however, the liability of the former owners is limited, and certain former owners may be unable to meet their indemnification responsibilities. Similarly, the purchasers of our non-core businesses may from time to time agree to indemnify us for operations of such businesses after the closing. We cannot be assured that any of these indemnification provisions will fully protect us, and as a result we may face unexpected liabilities that adversely affect our consolidated results of operations, financial condition and cash flows.
If we do not successfully implement our growth strategy, our ability to grow our business could be impaired.
We may not be able to identify suitable acquisition candidates or successfully complete any acquisitions or integrate any other businesses into our operations. If we cannot identify suitable acquisition candidates or are otherwise unable to complete acquisitions, we may not be able to continue to grow our business as expected and, if we cannot successfully integrate recently acquired businesses, we may incur increased or redundant expenses or management’s attention may be distracted from other strategic priorities. Moreover, any additional indebtedness we incur to pay for these acquisitions could adversely affect our liquidity and financial condition.
We have invested a significant amount of capital in new locations and new processing capabilities. We may not be able to identify sufficient opportunities for internal growth to be able to sustain growth at similar levels. In addition, we may not realize the expected returns from these investments.
We are a decentralized company which presents certain risks.
With a diverse geographic footprint both in North America and internationally, we believe our decentralized structure has catalyzed our growth and enabled us to remain responsive to opportunities and to our customers’ needs by leaving significant control and decision-making authority and accountability in the hands of local management. However, because we are decentralized, we may be slower to detect compliance-related problems (e.g., a rogue employee undertaking activities that are prohibited by applicable law or by our internal policies) and “company-wide” business initiatives, such as the integration of disparate information technology systems, are often more challenging and costly to implement than they would be in a more centralized
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environment. Depending on the nature of the problem or initiative in question, such failure could materially adversely affect our business, financial condition or results of operations.
We are subject to various environmental, employee safety and health, and customs and export laws and regulations, which could subject us to significant liabilities and compliance expenditures.
We are subject to foreign, federal, state and local environmental laws and regulations concerning air emissions, wastewater discharges, underground storage tanks and solid and hazardous waste disposal at or from our facilities. Our operations are also subject to various employee safety and health laws and regulations, including those concerning occupational injury and illness, employee exposure to hazardous materials and employee complaints. We are also subject to customs and export laws and regulations for international shipment of our products. Environmental, employee safety and health, and customs and export laws and regulations are comprehensive, complex and frequently changing. Some of these laws and regulations are subject to varying and conflicting interpretations. We are subject from time to time to administrative and/or judicial proceedings or investigations brought by private parties or governmental agencies with respect to environmental matters, employee safety and health issues or customs and export issues. Proceedings and investigations with respect to environmental matters, any employee safety and health issues or customs and export issues could result in substantial costs to us, divert our management’s attention and result in significant liabilities, fines or the suspension or interruption of our operating activities. Some of our current properties are located in industrial areas with histories of heavy industrial use. The location of these properties may require us to incur environmental expenditures and to establish accruals for environmental liabilities that arise from causes other than our operations. In addition, we are currently remediating contamination in connection with a certain property related to activities at former manufacturing operations of a subsidiary we acquired. Future events, such as changes in existing laws and regulations or their enforcement, new laws and regulations or the discovery of conditions not currently known to us, could result in material environmental or export compliance or remedial liabilities and costs, constrain our operations or make such operations more costly.
We operate internationally and are subject to changes in tax rates, exchange rate fluctuations, exchange controls, political risks and other risks relating to international operations.
Approximately 6% of our 2025 consolidated net sales were from operations outside the U.S., subjecting us to the risks of doing business on a global level. These risks include changes in tax rates, fluctuations in currency exchange rates, economic instability and disruptions, restrictions on the transfer of funds and the imposition of duties and tariffs. Additional risks from our multinational business include transportation delays and interruptions, war, terrorist activities, epidemics, pandemics, political instability, import and export controls, local regulation, changes in governmental policies, inflation, labor unrest and current and changing regulatory environments. International political and military conflict, such as the war in Ukraine, increasing tensions between Taiwan and China, or evolving conflicts in the Middle East could materially adversely affect the global economy. In addition, government policies on international trade and investment such as import quotas, tariffs, and capital controls, whether adopted by individual governments or addressed by regional trade blocs, can affect the demand for our customers’ products and services. The implementation of more restrictive trade policies, such as higher tariffs or new barriers to entry, in countries in which our customers sell large quantities of products and services could negatively impact our business, results of operations and financial condition. The Organization for Economic Cooperation and Development (“OECD”) has created a framework among 140 countries with the objective of implementing a global minimum effective tax rate of 15%. While we do not anticipate a material impact to our effective income tax rate under these changes, as additional jurisdictions adopt this legislation and the rules continue to evolve, our effective income tax rate and income tax payments could increase in future years.
Our operating results could be negatively affected by the global laws, rules and regulations, as well as political environments in the jurisdictions in which we operate. For example, we are subject to the FCPA, and similar worldwide anti-bribery laws in non-U.S. jurisdictions such as the United Kingdom’s Bribery Act 2010, which generally prohibit companies and their intermediaries from corruptly paying, offering to pay, or authorizing the payment of money, a gift, or anything of value, to a foreign official or foreign political party, for purposes of
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obtaining or retaining business. A company can be held liable under these anti-bribery laws not just for its own direct actions, but also for the actions of its foreign subsidiaries or other third parties, such as agents or distributors. In addition, we could be held liable for actions taken by employees or third parties on behalf of a company that we acquire. If we fail to comply with the requirements under these laws and regulations, we may face possible civil and/or criminal penalties, which could have a material adverse effect on our business or financial results.
We rely on information management systems and any damage, interruption or compromise of our information technology management systems, networks or data could disrupt and harm our business.
We rely upon information technology systems and networks in connection with the operation of our business, some of which are managed by third parties, to process, transmit and store electronic information. These systems and networks may include operational technology systems that we use to operate and manage our equipment and inventory. Additionally, we collect and store data that is sensitive to our company, including proprietary business information and the personal information of our employees, customers or others. Operating these information technology systems and networks and processing and maintaining this data, in a secure manner, is critical to our business operations and strategy. Our information management systems and the data contained therein are vulnerable to threats and disruption, including interruption due to power loss, system and network failures, operator negligence and similar causes.
In addition, our systems and data are susceptible to cybersecurity incidents, such as viruses, malware, ransomware and other cybersecurity attacks. Cybersecurity attacks are increasing in frequency and sophistication. Cybersecurity attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crime and advanced threats. These threats pose a risk to the security of our information technology systems and networks and the confidentiality, availability and integrity of our data. The rapid evolution and increased adoption of artificial intelligence technologies may also heighten our cybersecurity risks by making cyber-attacks more difficult to detect, contain, and mitigate. We have experienced cybersecurity events such as viruses and attacks on our IT systems. To date, none of these events has had a material impact on our operations or financial results.
Despite our efforts to protect our systems, networks and data, we cannot guarantee protection from all cybersecurity incidents, including theft, misplaced or lost data, programming errors, or employee errors that could potentially lead to the compromise of such data, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions. Furthermore, data protection laws and regulations around the world often require “reasonable,” “appropriate” or “adequate” technical and organizational security measures, and the interpretation and application of those laws and regulations are often uncertain and evolving; there can be no assurance that our security measures will be deemed adequate, appropriate or reasonable by a regulator or court. Moreover, even security measures that are deemed appropriate, reasonable, and/or in accordance with applicable legal requirements may not be able to protect the information we maintain.
Given the unpredictability of the timing, nature and scope of security incidents such as cybersecurity attacks or potential disruptions, we are subject to production downtimes, operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising, misappropriation, destruction or corruption of data, unauthorized access to or acquisition of data, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition. Any significant compromise of our information management systems and networks or data could impede or interrupt our business operations and may result in negative consequences including loss of revenue, fines, penalties, litigation, reputational damage, regulatory actions or increased regulatory scrutiny, inability to accurately and/or timely complete required filings with government entities including the SEC and the Internal Revenue Service, unavailability or disclosure of confidential information (including personal data), negative impact on our stock price, environmental damage, and personal injury or death. Furthermore, we may be required to expend
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significant attention and financial resources to protect against physical or security incidents that could result in the misappropriation of our information or the information of our employees and customers.
While we have purchased cybersecurity insurance, there are no assurances that the coverage would be adequate in relation to any incurred losses. Moreover, as cyber-attacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations.
Our enterprise data practices, including the collection, use, sharing, and security of the personal identifiable information of our customers, employees, or suppliers are subject to increasingly complex, restrictive, and punitive regulations in all key market regions.
Various federal, state, and foreign laws and regulations as well as industry standards and contractual obligations govern the collection, use, retention, protection, disclosure, cross-border transfer, localization, sharing, and security of the data we receive from and about our customers, employees, suppliers, and other individuals. The regulatory environment for the collection and use of personal information for companies is evolving in the U.S. and internationally.
Under global data privacy and data protection regulations, the failure to maintain compliant data practices could result in consumer complaints, regulatory inquiry, civil or criminal penalties, litigation, legal liability, as well as brand impact or other harm to our business. In addition, increased consumer sensitivity to real or perceived failures in maintaining acceptable data practices could damage our reputation and deter current and potential users or customers from using our products and services. Because many of these laws are new, there is little clarity as to their interpretation, as well as a lack of precedent for the scope of enforcement. Other foreign, state and local jurisdictions have adopted, and are considering adopting laws and regulations imposing obligations regarding personal data. In some cases, these laws provide a private right of action that would allow customers to bring suit directly against us for mishandling their data or security incidents involving their personal information. The cost of compliance with these laws and regulations will be high and is likely to increase in the future.
Our financial results may be affected by various legal and regulatory proceedings, including those involving antitrust, tax, environmental, or other matters.
We are subject to a variety of litigation and legal compliance risks. These risks include, among other things, possible liability relating to product liability, personal injuries, intellectual property rights, contract-related claims, government contracts, taxes, environmental matters and compliance with U.S. and foreign laws, including competition laws and laws governing improper business practices. We or one of our subsidiaries could be charged with wrongdoing as a result of such matters. If convicted or found liable, we could be subject to significant fines, penalties, repayments, or other damages (in certain cases, treble damages). As a global business, we are subject to complex laws and regulations in the U.S. and other countries in which we operate. Those laws and regulations may be interpreted in different ways. They may also change from time to time and so may their related interpretations. Changes in laws or regulations could result in higher expenses and payments, and uncertainty relating to laws or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights.
The volatility of the stock market could result in a material impairment of goodwill or indefinite-lived intangible assets.
We review the recoverability of goodwill and indefinite-lived intangible assets annually or whenever significant events or changes in circumstances occur that might impair the recovery of recorded costs. Factors that may be considered a change in circumstances, indicating that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable, include a decline in stock price and market capitalization, declines in the market conditions for our products, viability of end markets, loss of customers, reduced future cash flow estimates, and slower growth rates in our industry. If prices for the products our
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customers sell fall substantially or remain low for a sustained period, we may be (i) unable to operate businesses that service such customers profitably, (ii) required to record additional impairments, or (iii) required to suspend or reorganize operations that service such customers. An impairment charge, if incurred, could be material.
Our business operations and financial performance could be adversely affected by changes in our relationship with our employees or changes to U.S. or foreign employment regulations.
We had approximately 15,700 employees worldwide as of December 31, 2025. This means we have a significant exposure to changes in domestic and foreign laws governing our relationships with our employees, including wage and hour laws and regulations, fair labor standards, minimum wage requirements, overtime pay, unemployment tax rates, workers’ compensation rates, citizenship requirements and payroll taxes, which likely would have a direct impact on our operating costs. A significant increase in minimum wage or overtime rates in jurisdictions where we have employees could have a significant impact on our operating costs and may require that we relocate those operations or take other steps to mitigate such increases, all of which may cause us to incur additional costs, expend resources responding to such increases and lower our profitability.
We face certain risks associated with potential labor disruptions.
Approximately 11% of our employees are covered by collective bargaining agreements and/or are represented by unions or workers’ councils with 2% of our employees covered by 15 different collective bargaining agreements that expire in 2026 unless renewed. While we believe that our relations with our employees are generally good, we cannot provide assurances that we will be completely free of labor disruptions such as work stoppages, work slowdowns, union organizing campaigns, strikes, lockouts or that any existing labor disruption will be favorably resolved. We could incur additional costs and/or experience work stoppages that could adversely affect our business operations through a loss of revenue and strained relationships with customers. In addition, work stoppages or similar actions at our suppliers also can adversely affect us. Any delays or work stoppages could adversely affect our ability to fulfill customer orders, which could negatively impact our financial condition and results of operations.
If we are unable to attract, retain and develop key personnel, our business could be materially adversely affected.
Our business substantially depends on the continued service of key members of our management and other key employees. The loss of the services of a significant number of members of our management or other key employees could have a material adverse effect on our business. Our future success also will depend on our ability to attract, retain and develop highly skilled personnel and skilled labor. Competition for these types of employees is intense, and we could experience difficulty from time to time in hiring, developing and retaining the personnel necessary to support our business. If we do not succeed in retaining and developing our current employees and attracting new high-quality employees, our business could be materially adversely affected.
Risks Related to our Indebtedness
Our indebtedness could impair our financial condition or cause a downgrade of our credit rating and reduce the funds available to us for other purposes and our failure to comply with the covenants contained in our debt instruments could result in an event of default that could adversely affect our operating results.
We have substantial debt service obligations. As of December 31, 2025, we had aggregate outstanding indebtedness of approximately $1.43 billion. This indebtedness could adversely affect us in the following ways:
| ● | additional financing may not be available to us in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes and, if available, may be considerably more costly than our current debt service costs; |
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| ● | a significant portion of our cash flow from operations must be dedicated to the payment of interest and principal on our debt, which reduces the funds available to us for our operations, dividends and share repurchases or other purposes; |
| ● | our leverage may increase our vulnerability to economic downturns and limit our ability to withstand adverse events in our business by limiting our financial alternatives; and |
| ● | our ability to capitalize on significant business opportunities, including potential acquisitions, and to plan for, or respond to, competition and changes in our business may be limited due to our indebtedness. |
Our existing debt agreements contain financial and restrictive covenants that limit the total amount of debt that we may incur and may limit our ability to engage in other activities that we may believe are in our long-term best interests. Our failure to comply with these covenants may result in an event of default, which, if not cured or waived, could accelerate the maturity of our indebtedness or prevent us from accessing additional funds under our revolving credit facility. If the maturity of our indebtedness is accelerated, we may not have sufficient cash resources to satisfy our debt obligations and we may not be able to continue our operations as planned. See discussion regarding our financial covenants in the “Liquidity and Capital Resources” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Because a substantial portion of our indebtedness bears interest at rates that fluctuate with changes in certain prevailing short-term interest rates, we are vulnerable to increases in interest rates.
A substantial portion of our indebtedness bears interest at rates that fluctuate with changes in certain short-term prevailing interest rates based on the Secured Overnight Financing Rate (“SOFR”). SOFR tends to fluctuate based on changes in interest rate policy by the Federal Reserve. As of December 31, 2025, we had a total of $677.0 million of outstanding borrowings under our revolving credit facility and a term loan that bore interest at variable rates based on SOFR. Assuming the same level of variable-interest debt, a hypothetical 100-basis point increase in SOFR would result in approximately $6.8 million of additional interest expense on an annual basis. We currently do not use derivative financial instruments to manage the potential impact of interest rate risk. Accordingly, our interest expense for any particular period will generally fluctuate based on changes in SOFR and outstanding borrowings under our revolving credit facility, which can adversely impact our results of operations and profitability.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
Reliance has implemented processes for assessing, identifying and managing material risks from cybersecurity threats, which are
To support our preparedness, we have constituted a
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Reliance’s Chief Information Officer (“CIO”), Chief Financial Officer (“CFO”), General Counsel, the Chief Information Security Officer (“CISO”), and Vice President, Enterprise Risk. In the event of a cybersecurity incident, our CRC refers to our IRP and existing management internal controls processes. Pursuant to these prescribed processes, designated personnel are responsible for assessing the severity of the incident and any associated threats, containing and resolving the incident as quickly as possible, managing any damage to the Company’s systems and networks, minimizing the impact on the Company’s stakeholders, analyzing and executing upon reporting obligations, escalating information about the incident to senior management and potentially representatives from the Board, as appropriate, and performing post-incident analysis and program enhancements, as needed. We perform tabletop exercises to test our incident response procedures, identify cybersecurity gaps and vulnerabilities and improvement opportunities and exercise team preparedness. We also maintain cybersecurity insurance providing coverage for certain costs related to cybersecurity incidents that impact our systems, networks, and technology.
Reliance mandates regular cybersecurity training for employees and applicable contractors designed to provide employees and contractors with a baseline understanding of cybersecurity fundamentals to prevent security breaches and safely identify potential threats. The training covers various cyberattack methodologies, including insider attacks, phishing and other forms of social engineering, and other email attacks, malware attacks, data protection, data handling, password protections, cloud and internet security and cybersecurity fundamentals for mobile devices.
Cybersecurity Risks
Like other complex corporations, Reliance is the target of cyber-attacks from time to time, which have to date been
Governance
Roles and Responsibilities
Cybersecurity is an important element of our risk management processes and an area of particular focus for Reliance’s Board of Directors and management.
To more effectively prevent, detect and respond to information security threats, we have a dedicated CISO who manages a team that is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes.
The Company’s CISO serves as single point of communication and coordination for protecting the Company and its digital information
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years of technology experience, including over 11 years of experience serving in senior management cybersecurity positions. She has been in this role with Reliance since 2025 and reports to our CIO.
The Board, acting through its committee structure, is responsible for overseeing management’s implementation and execution of the enterprise risk management processes and for coordinating the outcome of reviews by Committees in their respective risk areas. Although each Committee is responsible for overseeing the management of certain risks, the Board is regularly informed by the Committees about these risks. This enables the Board and the Committees to coordinate risk oversight and the relationships among the various risks faced by the Company, including cybersecurity risk. Directors with experience overseeing and managing risk management processes play a critical role in the Board’s oversight of our enterprise risk management processes.
The Board has designated the
ITEM 2. PROPERTIES
As of December 31, 2025, we operated a network of approximately 310 locations in 41 U.S. states and 10 foreign countries. In the opinion of management, all of our facilities are in good condition and are adequate for our existing operations. These facilities currently operate at about 50-60% of capacity based upon a 24-hour seven-day week, with each location averaging approximately two shifts operating at full capacity for a five-day work week. We have the ability to increase our operating capacity significantly without further investment in facilities or equipment if demand levels increase.
We leased 75 of our metals service center facilities as of December 31, 2025. In addition, we have ground leases and other leased spaces, such as depots, sales offices, and storage, totaling 5.9 million square feet. Total square footage on all company-owned properties is approximately 33.3 million and represents approximately 85% of the aggregate square footage of our operating facilities. Our leases of facilities and other spaces expire at various times through 2045, and our ground leases expire at various times through 2068.
ITEM 3. LEGAL PROCEEDINGS
The information contained under the captions “Legal Matters” and “Environmental Contingencies” in Note 17—“Commitments and Contingencies” to our consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data” is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is owned by 150 stockholders of record as of February 20, 2026. Our common stock has traded on the New York Stock Exchange (“NYSE”) for over 30 years under the symbol “RS” since our initial public offering in 1994. Our stockholders of record exclude those stockholders whose shares are held for them in street name through banks, brokers or other nominee accounts.
We have paid quarterly cash dividends on our common stock for 66 consecutive years and have never reduced or suspended our regular quarterly dividend. In February 2026, our Board of Directors increased the regular quarterly dividend amount by 4.2% to $1.25 per share from $1.20 per share. We have increased our regular quarterly dividend rate 33 times since our IPO in 1994. Further increases in the quarterly dividend rate will be evaluated by the Board based on conditions then existing, including our earnings, cash flows, financial condition and capital requirements, or other factors the Board may deem relevant. We expect to continue to declare and pay dividends in the future, if earnings are available to pay dividends, but we also intend to continue to retain a portion of earnings for reinvestment in our operations and expansion of our businesses. We cannot assure you that any dividends will be paid in the future or that, if paid, the dividends will be at the same amount or frequency as paid in the past. Our payment of dividends in the future will depend on business conditions, our financial condition, earnings, liquidity and capital requirements and other factors.
On October 22, 2024, our Board of Directors amended our share repurchase program to authorize $1.5 billion of share repurchases under the program. As of December 31, 2025, we had authorization to repurchase $763.5 million of common stock remaining under our share repurchase program. The share repurchase program does not require the repurchase of any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. Under the share repurchase program, shares may be repurchased through a variety of methods including, but not limited to, open market purchases, accelerated share repurchases, negotiated block purchases and transactions structured through investment banking institutions in reliance upon Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act.
During 2025, we repurchased approximately 2.2 million shares of our common stock under our repurchase program at an average cost of $276.05 per share, for a total of $594.1 million.
Our share repurchase activity for the fourth quarter of 2025 was as follows:
Total Number of | Maximum Dollar | |||||||||
Total Number | Average Price | Shares Purchased | Value That May | |||||||
of Shares | Paid | as Part of Publicly | Yet Be Purchased | |||||||
Period | Purchased | Per Share | Announced Plan | Under the Plan | ||||||
(in thousands) | (in thousands) | (in millions) | ||||||||
October 1 - October 31, 2025 | 154 | $ | 275.37 | 154 | $ | 921.2 | ||||
November 1 - November 30, 2025 | 338 | $ | 273.25 | 338 | $ | 828.9 | ||||
December 1 - December 31, 2025 | 224 | $ | 291.11 | 224 | $ | 763.5 | ||||
Total | 716 | 716 | ||||||||
The table above does not include our cash payments to satisfy employees’ tax withholding obligations for shares withheld related to net share settlements upon the vesting of restricted stock units.
Information relating to compensation plans under which our equity securities are authorized for issuance will be included in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed within 120 days after the close of the Company’s fiscal year and is incorporated herein by reference.
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Stock Performance Graph
This graph is not deemed to be “filed” with the United States Securities and Exchange Commission (“SEC”) or subject to the liabilities of Section 18 of the Exchange Act and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Exchange Act.
The following graph compares the cumulative total return of our common stock with the S&P 500, the Russell 2000, and a peer group of publicly traded metals service center companies over the five-year period ended December 31, 2025. The graph assumes an initial investment of $100 at December 31, 2020, with dividends reinvested. Because no widely recognized industry index exists for metals service center companies, we constructed the industry peer group. As of December 31, 2025, the peer group consisted of Olympic Steel Inc., Ryerson Holding Corporation, Worthington Enterprises, Inc., and Russel Metals Inc. Peer group returns are weighted by market capitalization. In December 2023, Worthington Industries, Inc. separated into Worthington Enterprises, Inc. and Worthington Steel, Inc.; only Worthington Enterprises, Inc. is reflected in the peer group returns.
The stock price performance shown on the graph below is not necessarily indicative of future price performance.
Comparison of 5 Year Cumulative Total Return Among Reliance, Inc.,
the S&P 500 Index, the Russell 2000 Index and an Industry Peer Group
Copyright© 2026 Standard & Poor’s, a division of S&P Global. All rights reserved.
Copyright© 2026 Russell Investment Group. All rights reserved.
2020 | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | |||||||
Reliance, Inc. | $ | 100.00 | $ | 137.82 | $ | 175.07 | $ | 245.62 | $ | 239.89 | $ | 261.72 | |||||
S&P 500 | 100.00 | 128.71 | 105.40 | 133.10 | 166.40 | 196.16 | |||||||||||
Russell 2000 | 100.00 | 114.82 | 91.35 | 106.82 | 119.14 | 134.40 | |||||||||||
Industry Peer Group | 100.00 | 141.11 | 140.89 | 232.65 | 176.55 | 214.99 | |||||||||||
ITEM 6. [Reserved]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the other sections of this Annual Report on Form 10-K, including the consolidated financial statements and related notes contained in Item 8, and the discussion of cautionary statements and significant risks to the Company’s business under Item 1A. “Risk Factors” of this Annual Report on Form 10-K.
Results of Operations
The following sets forth certain income statement data for each of the last three fiscal years (in millions, except per share amounts, and certain percentages may not calculate due to rounding):
2025 | | 2024 | | 2023 | |||||||||||||
% of | % of | % of | |||||||||||||||
Year Ended December 31, | | Net Sales | | Net Sales | | Net Sales | |||||||||||
Net sales | $ | 14,294.3 | 100.0 | % | $ | 13,835.0 | 100.0 | % | $ | 14,805.9 | 100.0 | % | |||||
Cost of sales (exclusive of depreciation and amortization expense shown below)(1) | 10,186.8 | 71.3 | 9,728.4 | 70.3 | 10,258.6 | 69.3 | |||||||||||
Gross profit(2) | 4,107.5 | 28.7 | 4,106.6 | 29.7 | 4,547.3 | 30.7 | |||||||||||
Warehouse, delivery, selling, general and administrative expense (“SG&A”)(1) | 2,806.7 | 19.6 | 2,666.2 | 19.3 | 2,562.4 | 17.3 | |||||||||||
Depreciation expense(1) | 239.0 | 1.7 | 226.1 | 1.6 | 201.6 | 1.4 | |||||||||||
Amortization expense | 39.2 | 0.3 | 42.6 | 0.3 | 43.8 | 0.3 | |||||||||||
Impairment(1) | 9.9 | 0.1 | 11.7 | 0.1 | — | — | |||||||||||
Operating income | 1,012.7 | 7.1 | 1,160.0 | 8.4 | 1,739.5 | 11.7 | |||||||||||
Interest expense | 55.7 | 0.4 | 40.3 | 0.3 | 40.1 | 0.3 | |||||||||||
Other income, net | (12.2) | (0.1) | (20.2) | (0.1) | (41.3) | (0.3) | |||||||||||
Income before income taxes | 969.2 | 6.8 | 1,139.9 | 8.2 | 1,740.7 | 11.8 | |||||||||||
Income tax provision | 227.6 | 1.6 | 261.9 | 1.9 | 400.6 | 2.7 | |||||||||||
Net income | 741.6 | 5.2 | 878.0 | 6.3 | 1,340.1 | 9.1 | |||||||||||
Less: net income attributable to noncontrolling interests | 2.2 | — | 2.8 | — | 4.2 | — | |||||||||||
Net income attributable to Reliance | $ | 739.4 | 5.2 | % | $ | 875.2 | 6.3 | % | $ | 1,335.9 | 9.0 | % | |||||
Diluted earnings per share | $ | 13.98 | $ | 15.56 | $ | 22.64 | |||||||||||
| (1) | See Note 20—“Impairment and Restructuring Charges” to our consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data” for information on our impairment and restructuring charges. |
| (2) | 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 our orders are basic distribution with no processing services performed. For the remainder of our sales orders, we perform “first-stage” processing, which is generally not labor intensive as we are 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, our cost of sales is substantially comprised of the cost of the material we sell. We use gross profit and gross profit margin as shown above 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 our earnings. Gross profit and gross profit margin, as presented, are not necessarily comparable with similarly titled measures for other companies. |
Overview
Net sales were $14.29 billion in 2025, an increase of 3.3% compared to 2024, driven by record tons sold, which increased 6.2% and more than offset a 2.6% decline in average selling price per ton sold. Fourth quarter
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2025 net sales increased 11.9% year-over-year, with tons sold increasing 5.8%, representing the strongest fourth quarter growth since 2021. Shipments grew across most of the end markets we serve, with notably strong underlying demand in non-residential construction, our largest end market by tons.
Operating results reported under our LIFO method of inventory accounting declined in 2025 due to temporary tariff-related pressure on gross profit margin and higher SG&A expense. However, excluding significant LIFO impacts in both 2025 and 2024, FIFO gross profit margin and profitability improved.
Growth in tons sold during 2025 exceeded the industry-wide decline of 1.0% reported by the Metals Service Center Institute (“MSCI”) by more than 7 percentage points. We believe that our scale, diversified business model, and customer service capabilities, including next-day delivery and extensive value-added processing, enabled us to expand our market share despite a declining industry trend.
Tariff-related carbon steel and aluminum cost increases during the first half of 2025 initially supported higher metals pricing following the declining pricing environment experienced throughout 2024. However, because these increases were not demand-driven, our gross profit margin softened beginning in the third quarter as higher metal costs were not fully passed through to customers, particularly for aluminum products amid soft demand and ample supply in the commercial aerospace and semiconductor markets.
Our LIFO gross profit margin was 28.7% in 2025, down 100 basis points year-over-year, mainly due to a swing in LIFO inventory valuation adjustments—from $144.4 million of income in 2024 to $113.7 million of expense in 2025—driven in part by higher aluminum costs that had a disproportionate impact on LIFO expense. However, higher metal prices supported by tariff actions drove FIFO gross profit margin up 80 basis points to 29.5%.
Same-store SG&A expense increased 4.2% while tons sold grew 5.3% in 2025 compared to 2024, resulting in a 1.0% decline in same-store SG&A expense per ton sold and demonstrating improved operating leverage. Increases in total and same-store SG&A expense reflected inflationary wage adjustments and higher variable warehousing and delivery costs associated with increased shipment volumes. Higher FIFO profitability also contributed to increased incentive-based compensation.
Earnings per diluted share were $13.98 in 2025 compared to $15.56 in 2024, a decrease of 10.2%. The impacts of a lower average selling price per ton sold and tariff-related gross profit margin pressure on our earnings per share were partially mitigated by significant growth in tons sold, lower SG&A expense per ton sold, and a 4% reduction in outstanding shares resulting from share repurchases. However, profitability excluding the impacts of LIFO inventory valuation adjustments increased 14.5% year-over-year.
Cash flow from operations was $831.4 million in 2025, a decrease of $598.4 million from $1.43 billion in 2024, which represented the third-highest level in our history. The decline in operating cash flow was driven primarily by higher working capital requirements related to higher tons sold volume and higher metals pricing.
Spending on growth-related activities decreased by $463.5 million in 2025 compared to 2024, primarily due to the absence of acquisition activity ($361.8 million) and a $101.7 million reduction in capital expenditures.
Returns to stockholders totaled $848.8 million in 2025, consisting of $594.1 million of share repurchases and $254.7 million of cash dividends, reflecting a 9.1% increase in the regular quarterly dividend rate.
Effect of Demand and Pricing Changes on our Operating Results
Customer demand has a significant impact on our results of operations. When volume increases, our revenue dollars generally increase, which contributes to increased gross profit dollars. Conversely, when volume declines, we typically produce fewer revenue dollars, which can reduce our gross profit dollars. Variable costs such as certain warehouse, delivery and selling, general and administrative expenses also increase with
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volume. While we can and do reduce certain variable expenses when volumes decline, we cannot easily reduce our fixed costs.
Pricing for our products generally has a much more significant impact on our results of operations than customer demand. Our revenues generally increase as a result of pricing increases as overall customer demand is not usually impacted by typical mill pricing increases, although customer buying patterns may change. Our selling prices generally increase when the cost of the metals we purchase increase as we are typically able to pass higher metals costs on to our customers. If prices increase and we maintain the same gross profit percentage, we generate higher levels of gross profit and pretax income dollars for the same operational efforts. Conversely, if pricing declines, we will typically generate lower levels of gross profit and pretax income dollars. For more information, see Item 1A. “Risk Factors”.
We primarily purchase and sell inventory in the spot market, with the majority valued using the last-in, first-out (“LIFO”) method. Under this method, cost of sales reflects current inventory costs associated with the corresponding sales. During periods of fluctuating metals prices, we believe the LIFO method can provide stability in our reported gross profit margin as compared to the first-in, first-out (“FIFO”) method, which is used in our day-to-day operations and incentive-based compensation programs at many of our operating locations.
In addition, when volume or pricing increases, our working capital requirements typically increase, which decreases operating cash flow. Conversely, when customer demand or pricing falls, our investment in working capital typically decreases, which improves operating cash flow.
Acquisitions
2024 Acquisitions
With cash on hand, we acquired (i) Cooksey Iron & Metal Company on February 1, 2024; (ii) American Alloy Steel, Inc. on April 1, 2024; (iii) Mid-West Materials, Inc. on April 1, 2024; and (iv) certain assets of the FerrouSouth division of Ferragon Corporation on August 16, 2024. Included in our net sales for 2025 and 2024 were combined net sales of $389.2 million and $286.2 million, respectively, from our 2024 acquisitions.
Internal Growth Activities
During 2025 and 2024, we spent $328.9 million and $430.6 million on capital expenditures, respectively. We continued to maintain our focus on internal growth by building new facilities and expanding existing facilities, purchasing leased facilities, expanding our processing capabilities and capacity, upgrading processing equipment to increase efficiency, improving the safety and energy efficiency of our operations and enhancing the working environments of our employees. Our capital expenditure budgets have been at historically high levels in recent years and, we believe, significantly contribute to our industry-leading financial results.
We believe the increase in our level of orders that include value-added processing over time has provided stability to our gross profit margin during periods of declining metals prices and contributed to a higher sustainable gross profit margin level. We have made significant investments in capital expenditures in recent years that have expanded our value-added processing capabilities and increased the level of our sales orders that include value-added processing to approximately 50%. We believe we have industry leading gross profit margins based on our peer group of publicly traded metal service center companies. Our current processing and estimated sustainable gross profit margin level is significantly higher than what we believe to be our historical levels from over a decade ago, in which the percentage of our orders that included value-added processing was closer to 40% and our gross profit margin level was under 27%.
We believe that our ability to make significant investments in processing equipment and in new and improved facilities is a competitive advantage, as we can expand our services and provide higher quality products to our customers. We believe many of our metals service center company competitors do not have
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the ability to expand their processing services in response to their customers’ needs as quickly or at the same scale as Reliance.
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
(in millions, except tons in thousands and average selling price per ton sold)
Net Sales
Dollar | Percentage | ||||||||||
Year Ended December 31, | 2025 | | 2024 | | Change | | Change | ||||
Net sales | $ | 14,294.3 | | $ | 13,835.0 | | $ | 459.3 | | 3.3 | % |
Net sales, same-store | $ | 13,905.1 | | $ | 13,548.8 | | $ | 356.3 | | 2.6 | % |
Tons | Percentage | ||||||||||
Year Ended December 31, | 2025 | | 2024 | | Change | | Change | ||||
Tons sold | 6,388.1 | 6,013.2 | 374.9 | 6.2 | % | ||||||
Tons sold, same-store | | 6,151.5 | 5,842.0 | 309.5 | 5.3 | % | |||||
Price | Percentage | ||||||||||
Year Ended December 31, | 2025 | | 2024 | | Change | | Change | ||||
Average selling price per ton sold | $ | 2,244 | $ | 2,303 | $ | (59) | (2.6) | % | |||
Average selling price per ton sold, same-store | $ | 2,267 | $ | 2,321 | $ | (54) | (2.3) | % | |||
Tons sold and average selling price per ton sold exclude our toll processed tons. Our average selling price per ton sold includes intercompany transactions that are eliminated from our consolidated net sales. Same-store amounts exclude the results of our 2024 acquisitions.
Net sales in 2025 increased due to record tons sold that offset a moderate decline in average selling price per ton sold. Our tons sold increases reflect market share gains during a period of ongoing trade policy uncertainty. We believe uncertainty in the market has led our customers to purchase more frequently and in smaller quantities which are core tenets of our operational strategy. We believe these shifts in customer buying patterns, combined with our scale, diverse product offerings, extensive value-added processing capabilities, and high levels of customer service supported our record tons sold in 2025 which surpassed the industry performance reported by the MSCI by over 7 percentage points.
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.
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The mix of our total sales by major commodity products and year-over-year changes in selling prices are presented below:
Sales by | Average Selling | ||||
Product | Price Per | ||||
(% of | Ton Sold | ||||
Year Ended December 31, 2025 | Total Sales) | | (% Change) | ||
Carbon steel | 53 | % | (2.2) | % | |
Aluminum | 17 | % | 5.6 | % | |
Stainless steel | 13 | % | (8.0) | % | |
Alloy | 4 | % | 3.3 | % | |
Copper & brass | 3 | % | 17.0 | % |
Our 2024 acquisitions did not significantly impact the selling prices of our major commodity products.
Cost of Sales and Gross Profit
2025 | 2024 | ||||||||||||||||
% of | % of | Dollar | Percentage | ||||||||||||||
Year Ended December 31, | | Net Sales | | | Net Sales | | Change | | Change | ||||||||
Cost of sales | $ | 10,186.8 | 71.3 | % | $ | 9,728.4 | 70.3 | % | $ | 458.4 | 4.7 | % | |||||
Gross profit | $ | 4,107.5 | 28.7 | % | $ | 4,106.6 | 29.7 | % | $ | 0.9 | — | % | |||||
LIFO expense (income), included in cost of sales | $ | 113.7 | 0.8 | % | $ | (144.4) | (1.0) | % | $ | 258.1 | |||||||
We record, in cost of sales, non-cash adjustments to our LIFO method inventory valuation reserve that, in effect, reflect cost of sales at current replacement costs. The change in LIFO expense (income) was due to the rising metals pricing environment in 2025 compared to the declining metals pricing trend in 2024. As of December 31, 2025, the inventory balance in our consolidated balance sheet includes a LIFO method inventory valuation reserve of $548.6 million.
See “Overview” for further discussion of the impact of tariff actions on LIFO expense and our gross profit margin. See “Net Sales” above for trends in both demand and costs of our products, and product pricing.
Expenses
2025 | 2024 | ||||||||||||||||
% of | % of | Dollar | Percentage | ||||||||||||||
Year Ended December 31, | | Net Sales | | | Net Sales | | Change | | Change | ||||||||
SG&A expense | $ | 2,806.7 | 19.6 | % | $ | 2,666.2 | 19.3 | % | $ | 140.5 | 5.3 | % | |||||
SG&A expense, same-store | $ | 2,711.3 | 19.5 | % | $ | 2,602.0 | 19.2 | % | $ | 109.3 | 4.2 | % | |||||
Depreciation and amortization expense | $ | 278.2 | 1.9 | % | $ | 268.7 | 1.9 | % | $ | 9.5 | 3.5 | % | |||||
Our same-store SG&A expense declined 1.0% on a per ton sold basis from 2024. Our SG&A expense reflected inflationary wage adjustments and increased variable warehousing and delivery expenses associated with higher tons sold. SG&A expense in 2025 also included higher incentive-based compensation due to an approximately 8.8% increase in FIFO pretax income profitability.
Operating Income
2025 | | 2024 | |||||||||||||||
% of | % of | Dollar | Percentage | ||||||||||||||
Year Ended December 31, | | Net Sales | | | Net Sales | | Change | | Change | ||||||||
Operating income | $ | 1,012.7 | 7.1 | % | $ | 1,160.0 | 8.4 | % | $ | (147.3) | (12.7) | % | |||||
Impairment and restructuring charges | $ | 28.4 | 0.2 | % | $ | 25.1 | 0.2 | % | $ | 3.3 | 13.1 | % | |||||
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Operating income and margin declined mainly due to a 100-basis point decline in gross profit margin due to LIFO method inventory valuation adjustments that outweighed an increase in tons sold.
See Note 20—“Impairment and Restructuring Charges” to our consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data” for further information on our impairment and restructuring charges.
See “Net Sales” above for discussion of trends in demand and product costs and “Expenses” for trends in our operating expenses.
Income Tax Rate
Our effective income tax rate of 23.5% in 2025 increased from 23.0% in 2024, primarily due to a reduced favorable impact from company-owned life insurance policies. The differences between our effective income tax rates and the U.S. federal statutory rate of 21.0% were mainly due to state income taxes partially offset by the net effects of company-owned life insurance policies. See Note 12—“Income Taxes” to our consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data" for further information on the differences between our effective income tax rates and the U.S. federal statutory rate.
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
See discussion in the “Results of Operations” and “Liquidity and Capital Resources” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024.
Financial Condition
As of December 31, 2025, we had $216.6 million in cash and cash equivalents and our net debt-to-total capital ratio (net debt-to-total capital is calculated as carrying amount of debt, net of cash, divided by total Reliance stockholders’ equity plus carrying amount of debt, net of cash) was 14.4% compared to 10.2% as of December 31, 2024. The increase was primarily attributable to increased borrowings under our revolving credit facility.
Cash Flows
Net cash provided by operations of $831.4 million in 2025 decreased $598.4 million from $1.43 billion in 2024. The decrease was mainly due to a $136.4 million decline in net income and increased working capital requirements. Higher tons sold volume and the rising metals pricing environment in 2025 required a greater working capital investment (primarily accounts receivable and inventories) than in 2024 during which metals prices were declining.
Income taxes paid, net of $163.7 million in 2025 decreased from $244.9 million in 2024, mainly due to lower pretax income.
Net cash used in investing activities of $321.8 million in 2025 decreased $481.9 million compared to $803.7 million in 2024. $361.8 million of the decrease was due to the absence of acquisition activity in 2025 compared to four acquisitions completed in 2024. Our investments in capital expenditures also declined $101.7 million in 2025 compared to 2024. The majority of our capital expenditures in 2025 and 2024 were related to growth initiatives.
Net cash used in financing activities of $620.2 million in 2025 decreased $756.2 million from $1.38 billion in 2024. The decrease was mainly the result of decreased share repurchases partially offset by $277.0 million of net debt borrowings under our revolving credit facility. In 2025, we repurchased $594.1 million of our common stock compared to a record $1.09 billion in 2024. Our returns to stockholders also included a 9.1% increase in
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our quarterly dividend rate effective in the first quarter of 2025; however, our total dividend payments of $254.7 million in 2025 were only slightly higher than the $249.7 million paid in 2024 as our share repurchase activity reduced outstanding shares.
Liquidity and Capital Resources
We believe our primary sources of liquidity, including funds generated from operations, cash and cash equivalents and our $1.5 billion revolving credit facility “Credit Agreement”), will be sufficient to satisfy our cash requirements and stockholder return activities over the next 12 months and beyond.
Our material cash requirements over the next 12 months include operating lease payments, planned capital expenditures, interest payments on outstanding debt, dividends and discretionary share repurchases.
As of December 31, 2025, we had $400.7 million of debt obligations due before our $1.5 billion revolving credit facility matures on September 10, 2029, consisting primarily of $400.0 million outstanding under our Term Loan due in 2028.
See Note 10—“Debt” to our consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data" for further information on our Credit Agreement, Term Loan, debt maturities and indentures governing our debt securities.
We believe 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 $1.22 billion available under 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, and return capital to shareholders through dividends and share repurchases.
Covenants
The Credit Agreement, Term Loan and indentures governing our debt securities include customary representations, warranties, covenants and events of default provisions. The covenants under the Credit Agreement and Term Loan include, among other things, a financial maintenance covenant that requires us to comply with a maximum total net leverage ratio. As of December 31, 2025, our total net leverage ratio, calculated in accordance with the Credit Agreement and Term Loan, was 17% compared to the debt covenant maximum of 60%.
Dividends
We have paid regular quarterly dividends to our stockholders for 66 consecutive years and increased the quarterly dividend on our common stock 33 times since our 1994 IPO, with the most recent increase of 4.2% from $1.20 per share to $1.25 per share effective in the first quarter of 2026. We have never reduced or suspended our regular quarterly dividend.
Share Repurchase Plan
See Note 15—“Equity” to our consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data" for information on our share repurchases.
As of December 31, 2025, we had $763.5 million remaining repurchase authorization under our $1.5 billion share repurchase program that was most recently amended by our Board of Directors on October 22, 2024. The share repurchase program does not require the repurchase of any specific number of shares in any prescribed period, does not have a specific expiration date and may be suspended or discontinued at any time.
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Decisions regarding the timing and amount of share repurchases are made within the context of our overall capital allocation priorities, including funding operating needs, planned capital expenditures, strategic acquisitions, maintaining targeted leverage metrics and returning capital to stockholders. The execution of repurchases may be affected by market conditions, business performance, liquidity considerations and other factors.
Purchase Obligations
We had $318.6 million of operating lease obligations as of December 31, 2025, for processing and distribution facilities, equipment, automobiles, trucks and trailers, ground leases and other leased spaces, such as depots, sales offices, storage and data centers. Our expected payments over the next 12 months under these operating leases are $81.4 million. See Note 11—“Leases” to our consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data" for information regarding the maturities of our operating lease obligations.
As of December 31, 2025, we had entered into contracts related to capital expenditures in the amount of $38.3 million, that is expected to be paid in 2026. Our actual capital expenditure spending over the next 12 months is ultimately dependent on market conditions, lead times and availability of property, plant and equipment when the capital project is initiated.
We primarily purchase and sell in the spot market and consequently our purchase orders are based on our current needs and are typically fulfilled by our vendors within short time periods (lead times). In addition, certain of our purchase orders are authorizations to purchase rather than binding contractual commitments. We do not have significant agreements for the purchase of goods specifying minimum quantities and set prices that exceed our expected requirements for three months. The total amount of minimum commitments based on current pricing is estimated at approximately $182.2 million, with amounts in 2026, 2027 and thereafter being $165.5 million, $5.3 million and $11.4 million, respectively.
We have other contractual commitments under long-term service agreements, totaling $69.5 million as of December 31, 2025, with amounts in 2026, 2027 and thereafter being $32.8 million, $23.7 million and $13.0 million, respectively.
Goodwill and Other Intangible Assets
We have one reporting unit for goodwill impairment testing purposes. There have been no changes in our reportable segments; we have one reportable segment—metals service centers.
Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.17 billion as of December 31, 2025, or approximately 21% of total assets and 30% of total equity. Additionally, other intangible assets amounted to $960.1 million as of December 31, 2025, or approximately 9% of total assets and 13% of total equity. Goodwill and other intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests based on an assessment of qualitative factors 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. Refer to Critical Accounting Estimates for further information regarding judgments involved in testing for recoverability of our goodwill and other intangible assets.
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The Company’s significant accounting policies, including recently issued accounting pronouncements, are fully described in Note 1—“Summary of Significant Accounting Policies” to our
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consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data.” 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.
We believe the following critical accounting estimates, as discussed with our Audit Committee, affect our more significant judgments and estimates used in preparing our consolidated financial statements. There have been no material changes made to the critical accounting estimates during the periods presented in the consolidated financial statements.
Goodwill and Other Indefinite-Lived Intangible Assets
We annually test for impairment of goodwill and intangible assets deemed to have indefinite lives and, between annual tests, whenever significant events or changes occur, based on an assessment of qualitative factors to determine if it is more likely than not that the fair value is less than the carrying value. The qualitative factors we review include a decline in our stock price and market capitalization, a decline in the market conditions of our products and viability of end markets, and developments in our business and the overall economy. We make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets, including calculating the fair value of a reporting unit using the discounted cash flow method, as necessary. We perform the required annual goodwill and indefinite-lived intangible asset impairment test as of November 1 of each year. No impairment of goodwill was determined to exist during the periods presented in the consolidated financial statements. We recorded impairment losses on our intangible assets with indefinite lives in the amount of $9.9 million and $11.2 million in 2025 and 2024, respectively. No impairment of intangible assets with indefinite lives was recognized in 2023. See Note 8—“Intangible Assets, Net” of Part II, Item 8, “Financial Statements and Supplementary Data” for further details of our impairment losses.
Long-Lived Assets
We periodically review the recoverability of our other long-lived assets, primarily property, plant and equipment and intangible assets subject to amortization. The evaluation is performed at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets. An impairment loss may be recognized if the estimated undiscounted cash flows are less than the carrying amount of the assets. We must make assumptions regarding estimated future cash flows and other factors to estimate the fair value of the respective assets to determine the amount of the impairment loss. If these estimates or their related assumptions change in the future, we may be required to record impairment charges. We didn’t recognize any impairment losses for long-lived assets in 2025 and 2023. We recorded $0.5 million of impairment losses on property, plant and equipment in 2024.
Impairment tests inherently involve judgments as to assumptions about expected future cash flows and the impact of market conditions on those assumptions. Additionally, considerable declines in the market conditions for our products from current levels as well as in the price of our common stock could also significantly impact our impairment analyses. An impairment charge, if incurred, could be material.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
In the ordinary course of business, we are exposed to various market risk factors, including changes in general economic conditions, domestic and foreign competition, foreign currency exchange rates, and metals pricing, demand and availability.
Commodity price risk
Metals prices are volatile due to, among other things, fluctuations in foreign and domestic production capacity, raw material availability, metals consumption, import levels into the U.S., trade policy, global economic factors and foreign currency exchange rates. We do not currently use financial derivatives to hedge our exposure to metals price volatility. Decreases in metals prices could adversely affect our revenues, gross profit and net income. We primarily purchase and sell in the spot market and consequently are generally able to react quickly to changes in metals pricing. This strategy also limits our exposure to commodity prices to our inventories on hand. In an environment of increasing material costs, our selling prices usually increase, and we typically generate higher levels of gross profit and pretax income dollars for the same operational efforts. Conversely, if metals pricing declines, we will typically generate lower levels of gross profit and pretax income dollars. In periods when demand deteriorates rapidly and metal prices are declining significantly in a compressed period of time, a portion of our inventory on hand may be at higher costs than our selling prices, causing a significant adverse effect on our gross profit and pretax income margins. However, when prices stabilize and our inventories on hand reflect more current prices, our gross profit margins tend to return to more normalized levels.
Foreign exchange rate risk
Some of our sales to international customers are denominated in foreign currencies that are different than the primary economic environment of the Reliance metals service center serving them, which exposes our operations to foreign currency transaction gains and losses. The currency effects of translating the financial statements of our foreign subsidiaries, which operate in local currency environments, are included in accumulated other comprehensive loss and do not impact earnings unless there is a liquidation or sale of those foreign subsidiaries. We do not currently hedge our net investments in foreign subsidiaries due to the long-term nature of the investments.
Net foreign currency transaction gains and losses included in our earnings amounted to losses of $2.3 million, gains of $1.9 million; and losses of $1.3 million in 2025, 2024 and 2023, respectively.
Interest rate risk
We are exposed to market risk related to our fixed-rate and variable-rate long-term debt. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. Changes in interest rates may affect the market value of our fixed-rate debt. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes and we do not currently anticipate repayment of our fixed-rate long-term debt prior to scheduled maturities.
Market risk related to our variable-rate debt is estimated as the potential decrease in pretax earnings resulting from an increase in interest rates. As of December 31, 2025, we had a total of $677.0 million of outstanding borrowings under our revolving credit facility and Term Loan that bore interest at variable rates based on SOFR. Assuming the same level of variable-interest debt, a hypothetical 100-basis point increase in SOFR would result in approximately $6.8 million of additional interest expense on an annual basis.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RELIANCE, INC.
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| Page | |
Report of Independent Registered Public Accounting Firm (PCAOB ID: | 39 | |
Consolidated Statements of Income | 41 | |
Consolidated Statements of Comprehensive Income | 42 | |
Consolidated Balance Sheets | 43 | |
Consolidated Statements of Cash Flows | 44 | |
Consolidated Statements of Equity | 45 | |
Notes to Consolidated Financial Statements | 46 | |
FINANCIAL STATEMENT SCHEDULE: | ||
Schedule II—Valuation and Qualifying Accounts | 72 |
All other schedules are omitted because either they are not applicable, not required or the information required is included in the Consolidated Financial Statements, including the notes thereto.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Reliance, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Reliance, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, cash flows, and equity for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule II of valuation and qualifying accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Recoverability of Long-Lived Assets and Indefinite-Lived Intangible Assets
As discussed in Notes 1, 6 and 8 to the consolidated financial statements, property, plant and equipment, net and intangible assets, net as of December 31, 2025 were $2,633.3 million and $960.1 million, respectively. The Company reviews the recoverability of property, plant and equipment, net and amortizable intangible assets (long-lived assets) whenever significant events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets (asset groups). The Company tests the recoverability of indefinite-lived intangible assets annually or whenever significant events or changes in circumstances occur based on an analysis of qualitative factors to determine if it is more likely than not that the fair value is less than the carrying value.
We identified the assessment of the recoverability of long-lived assets and indefinite-lived intangible assets as a critical audit matter. Evaluating the Company’s identification of significant events or changes in circumstances, which indicate these assets may not be recoverable, involved subjective auditor judgment. The judgments included consideration of factors that are external and internal to the Company, such as declines in the market of the Company’s products or plans to close a physical location.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the identification of significant events or changes in circumstances indicating the long-lived and indefinite-lived intangible assets may not be recoverable. We evaluated the Company’s identification of significant events or changes in circumstances that have occurred indicating the underlying long-lived assets and indefinite-lived intangible assets may not be recoverable by performing an independent assessment. The independent assessment included analyzing the historical operating performance of the asset groups and evaluating other events or changes in circumstances based on our knowledge of the Company and experience of the industry in which it operates. This included reading and evaluating industry articles, public information related to competitor activity, Company press releases and board of director minutes.
/s/ |
We have served as the Company’s auditor since 2008.
February 26, 2026
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RELIANCE, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except shares in thousands and per share amounts)
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Net Sales | $ | | $ | | $ | | ||
Costs and expenses: | ||||||||
Cost of sales (exclusive of depreciation and amortization shown below) | | | | |||||
Warehouse, delivery, selling, general and administrative | | | | |||||
Depreciation and amortization | | | | |||||
Impairment | | | — | |||||
| | | ||||||
Operating income | | | | |||||
Other (income) expense: | ||||||||
Interest expense | | | | |||||
Other income, net | ( | ( | ( | |||||
Income before income taxes | | | | |||||
Income tax provision | | | | |||||
Net income | | | | |||||
Less: net income attributable to noncontrolling interests | | | | |||||
Net income attributable to Reliance | $ | | $ | | $ | | ||
Earnings per share attributable to Reliance stockholders: | ||||||||
Basic | $ | $ | $ | |||||
Diluted | $ | $ | $ | |||||
Shares used in computing earnings per share: | ||||||||
Basic | ||||||||
Diluted | ||||||||
See accompanying notes to consolidated financial statements.
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RELIANCE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Net income | $ | | $ | | $ | | ||
Other comprehensive income (loss): | ||||||||
Foreign currency translation gain (loss) | | ( | | |||||
Pension and postretirement benefit adjustments, net of tax | — | | | |||||
Total other comprehensive income (loss) | | ( | | |||||
Comprehensive income | | | | |||||
Less: comprehensive income attributable to noncontrolling interests | | | | |||||
Comprehensive income attributable to Reliance | $ | | $ | | $ | | ||
See accompanying notes to consolidated financial statements.
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RELIANCE, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except shares in thousands and par value)
December 31, | 2025 | | 2024 | ||
Assets | |||||
Current assets: | |||||
Cash and cash equivalents | $ | | $ | | |
Accounts receivable, less allowance for credit losses of $ | | | |||
Inventories | | | |||
Prepaid expenses and other current assets | | | |||
Income taxes receivable | | | |||
Total current assets | | | |||
Property, plant and equipment, net | | | |||
Operating lease right-of-use assets | | | |||
Goodwill | | | |||
Intangible assets, net | | | |||
Cash surrender value of life insurance policies, net | | | |||
Other long-term assets | | | |||
Total assets | $ | | $ | | |
Liabilities and Equity | |||||
Current liabilities: | |||||
Accounts payable | $ | | $ | | |
Accrued expenses | | | |||
Accrued compensation and retirement benefits | | | |||
Accrued insurance costs | | | |||
Current maturities of long-term debt | | | |||
Current maturities of operating lease liabilities | | | |||
Total current liabilities | | | |||
Long-term debt | | | |||
Operating lease liabilities | | | |||
Long-term retirement benefits | | | |||
Other long-term liabilities | | | |||
Deferred income taxes | | | |||
Total liabilities | | | |||
Commitments and contingencies | |||||
Equity: | |||||
Preferred stock, $ | |||||
Common stock and additional paid-in capital, $ | |||||
and shares— | | | |||
Retained earnings | | | |||
Accumulated other comprehensive loss | ( | ( | |||
Total Reliance stockholders’ equity | | | |||
Noncontrolling interests | | | |||
Total equity | | | |||
Total liabilities and equity | $ | | $ | | |
See accompanying notes to consolidated financial statements.
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RELIANCE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Operating activities: | ||||||||
Net income | $ | | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization expense | | | | |||||
Impairment | | | — | |||||
Provision for credit losses | | | | |||||
Deferred income tax provision | | | | |||||
Stock-based compensation expense | | | | |||||
Other | ( | | ( | |||||
Changes in operating assets and liabilities (excluding effect of businesses acquired): | ||||||||
Accounts receivable | ( | | | |||||
Inventories | ( | | ( | |||||
Prepaid expenses and other assets | | | | |||||
Accounts payable and other liabilities | ( | ( | ( | |||||
Net cash provided by operating activities | | | | |||||
Investing activities: | ||||||||
Acquisitions, net of cash acquired | ( | ( | ( | |||||
Purchases of property, plant and equipment | ( | ( | ( | |||||
Proceeds from sales of property, plant and equipment | | | | |||||
Other | ( | ( | ( | |||||
Net cash used in investing activities | ( | ( | ( | |||||
Financing activities: | ||||||||
Net short-term debt borrowings | — | — | ( | |||||
Proceeds from long-term debt borrowings | | | — | |||||
Principal payments on long-term debt | ( | ( | ( | |||||
Cash dividends and dividend equivalents | ( | ( | ( | |||||
Share repurchases | ( | ( | ( | |||||
Taxes paid related to net share settlement of restricted stock units | ( | ( | ( | |||||
Excise tax on repurchase of common shares | ( | — | — | |||||
Other | ( | | ( | |||||
Net cash used in financing activities | ( | ( | ( | |||||
Effect of exchange rate changes on cash and cash equivalents | | ( | | |||||
Decrease in cash and cash equivalents | ( | ( | ( | |||||
Cash and cash equivalents, beginning balance | | | | |||||
Cash and cash equivalents, ending balance | $ | | $ | | $ | | ||
Supplemental cash flow information: | ||||||||
Interest paid | $ | | $ | | $ | | ||
Income taxes paid, net | $ | | $ | | $ | | ||
See accompanying notes to consolidated financial statements.
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RELIANCE, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(in millions, except per share amounts)
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Total equity, beginning balance | $ | | $ | | $ | | ||
Common stock and additional paid-in capital: | ||||||||
Beginning balance | ||||||||
Stock-based compensation | ||||||||
Taxes paid related to net share settlement of restricted stock units | ( | ( | ( | |||||
Repurchase of common shares | ( | ( | ( | |||||
Ending balance | | | | |||||
Retained earnings: | ||||||||
Beginning balance | ||||||||
Net income attributable to Reliance | ||||||||
Cash dividends | ( | ( | ( | |||||
Dividend equivalents paid on vested restricted stock units | ( | ( | ( | |||||
Taxes paid related to net share settlement of restricted stock units | ( | ( | ( | |||||
Repurchase of common shares | ( | ( | ( | |||||
Excise tax on repurchase of common shares | ( | ( | ( | |||||
Ending balance | | | | |||||
Accumulated other comprehensive loss: | ||||||||
Beginning balance | ( | ( | ( | |||||
Other comprehensive income (loss) | ( | |||||||
Ending balance | ( | ( | ( | |||||
Total Reliance stockholders' equity, ending balance | | | | |||||
Noncontrolling interests: | ||||||||
Beginning balance | ||||||||
Comprehensive income | ||||||||
Acquisition | — | — | ||||||
Dividends paid | ( | ( | ( | |||||
Ending balance | | | | |||||
Total equity, ending balance | $ | | $ | | $ | | ||
Cash dividends declared per common share | $ | $ | $ | |||||
See accompanying notes to consolidated financial statements.
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RELIANCE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying financial statements include the accounts of Reliance, Inc. and its subsidiaries (collectively “Reliance”, “the Company”, “we”, “our” or “us”). Our consolidated financial statements include the assets, liabilities and operating results of majority-owned subsidiaries. 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.
Business
As a global diversified metal solutions provider, we operate a network of approximately
Accounting Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, such as allowances for credit losses, net realizable values of inventories, fair values and/or impairment of goodwill and other indefinite-lived intangible assets and long-lived assets, the amount of unrecognized tax benefits and other contingencies; the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. 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 may differ from those estimates.
Accounts Receivable and Concentrations of Credit Risk
Trade receivables are typically non-interest bearing and are recorded at amortized cost. Sales to our recurring customers are generally made on open account terms while sales to occasional customers may be made on a collect on delivery basis. Past due status of customer accounts is determined based on how recent payments have been received in relation to payment terms granted. Credit is generally extended based upon an evaluation of each customer’s financial condition, with terms consistent in the industry and no collateral required. The allowance for credit losses reflects the expected losses on our trade receivables and is determined based on customer-specific facts and the consideration of historical loss information, current conditions and reasonable and supportable forecasts using a loss-rate approach. Amounts are written-off against the allowance in the period we determine the receivable is uncollectible.
Concentrations of credit risk with respect to trade receivables are limited due to the geographically diverse customer base, with limited exposure to any single customer account, and various industries into which our products are sold. We have no significant concentration of credit risk.
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. This method of valuation is subject to year-to-year fluctuations in cost of material sold, which is influenced
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by the inflation or deflation existing within the metal wholesaling industry as well as fluctuations in our product mix and on hand inventory levels.
Fair Values of Financial Instruments
The fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, other current liabilities and current maturities of operating lease liabilities approximate their carrying values due to the short period of time to maturity. The fair values of outstanding borrowings under our revolving credit facility and term loan, which carry interest at variable rates based on the Secured Overnight Financing Rate (“SOFR”), approximate their carrying values. The aggregate fair values of our senior unsecured notes based on quoted market prices were $
Cash Equivalents
We consider all highly liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. We maintain cash and cash equivalents with high credit quality financial institutions. The Company, by policy, limits the amount of credit exposure to any one financial institution.
Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill is the excess of purchase price over the fair value of identified assets and liabilities of businesses acquired. Other indefinite-lived intangible assets include amounts allocated to the trade names of businesses acquired. Goodwill and other indefinite-lived intangible assets are not amortized but are tested for impairment at least annually.
We test for impairment of goodwill and intangible assets deemed to have indefinite lives annually and, between annual tests, whenever significant events or changes occur, based on an assessment of qualitative factors to determine if it is more likely than not that the fair value is less than the carrying value. We have
Long-Lived Assets
Property, plant and equipment is recorded at cost (or at fair value for assets acquired in connection with a business combination) and the provision for depreciation of these assets is generally computed on the straight-line method at rates designed to distribute the cost of assets over the useful lives, estimated as follows: buildings, including leasehold improvements, over to
Intangible assets with finite useful lives are amortized over their useful lives. We periodically review the recoverability of our property, plant and equipment and intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
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We didn’t recognize any impairment losses for long-lived assets in 2025 and 2023. We recognized $
Leases
We determine if an arrangement is a lease at inception. Our lease agreements generally contain only lease components. Our lease payments are generally fixed with certain leases containing variable payments related to the Consumer Price Index (“CPI”) annual adjustments.
Right-of-use assets and lease liabilities are recognized on the balance sheet at the present value of the future lease payments at the lease commencement date. Certain of our lease terms include periods under renewal options when it is reasonably certain we will exercise that option. We generally include optional renewal periods when determining our lease terms and future lease payments. The interest rate used to determine the present value of future lease payments is our incremental borrowing rate that is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.
Operating lease cost is recognized on a straight-line basis over the lease term.
Revenue Recognition
We recognize revenue when control of metal products or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales and value-added taxes collected from customers are excluded from our reported sales. There are no significant judgments or estimates made to determine the amount or timing of our reported revenues. The transaction price associated with unperformed performance obligations is not significant as of December 31, 2025 and 2024.
Metal Sales
We have minimal long-term contract sales with our customers as we primarily transact in the spot market under fixed price sales orders. The majority of our metal product sales orders generally have only
Toll Processing and Logistics
We toll process customer-owned metal for a fee. Logistics services primarily include transportation and storage services for metal we toll process. Revenue for these services is recognized over time as the toll processing or logistics services are performed. The toll processing services are generally short-term in nature with the service being performed in less than
Seasonality
Some of our customers are in seasonal businesses, especially customers in the construction industry and related businesses. Our overall operations have not shown any material seasonal trends as a result of our geographic, product and customer diversity. Typically, revenues in the months of July, November and
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December have been lower than in other months because of a reduced number of shipping days, resulting from holidays observed by the Company as well as vacation and extended holiday closures at some of our customers. The number of shipping days in each quarter has an impact on our quarterly sales and profitability. We cannot predict whether period-to-period fluctuations will be consistent with historical patterns. Results of any one or more quarters are therefore not necessarily indicative of annual results.
Stock-Based Compensation
All of our stock-based compensation plans are considered equity plans. The fair value of stock awards and restricted stock units is determined based on the fair value of our common stock on the grant date. The fair value of stock awards and restricted stock units is expensed on a straight-line basis over their respective vesting periods, net of forfeitures when they occur. Stock-based compensation expense was $
Environmental Remediation Costs
We accrue for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remediation feasibility study. Such accruals are adjusted as further information develops or circumstances change. Recoveries of environmental remediation costs from insurance policies and other parties are recorded as assets when their receipt is deemed probable. We are not aware of any environmental remediation obligations that would materially affect our operations, financial position or cash flows. See Note 17—“Commitments and Contingencies” for further discussion of our environmental remediation matters.
Income Taxes
We file a consolidated U.S. federal income tax return with our wholly owned domestic subsidiaries. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax reporting bases of assets and liabilities using the enacted tax rates expected to be in effect when such differences are realized or settled. The effect on deferred taxes from a change in tax rates is recognized in income in the period that includes the enactment date of the change. The provision for income taxes reflects the taxes to be paid for the period and the change during the period in the deferred tax assets and liabilities. We evaluate on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized.
We perform a comprehensive review of our uncertain tax positions on a quarterly basis. Tax benefits are recognized when it is more likely than not that a tax position will be sustained upon examination. The benefit from a position that has surpassed the more-likely-than-not threshold is measured as the largest amount of benefit that is more than 50% likely to be realized upon settlement. We recognize interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense.
Foreign Currencies
The currency effects of translating into U.S. dollars the financial statements of our foreign subsidiaries, which typically use the local currency of the countries in which they are located, are included in the Accumulated other comprehensive loss caption in the consolidated balance sheets. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of income in the Other (income) expense, net caption, and amounted to losses of $
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Governmental Assistance
In 2024, economic development bonds (“EDB”) issued by the Development Authority of Haralson County, Georgia were used to receive certain
Impact of Recently Issued Accounting Standards—Adopted
Improvements to Income Tax Disclosures—In December 2024, 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. We adopted the changes for the year ended December 31, 2025, on a prospective basis. See Note 12—“Income Taxes.”
Impact of Recently Issued Accounting Standards—Not Yet Adopted
Disaggregation of Income Statement Expenses—In November 2025, 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
With cash on hand, we acquired (i) Cooksey Iron & Metal Company on February 1, 2024; (ii) American Alloy Steel, Inc. on April 1, 2024; (iii) Mid-West Materials, Inc. on April 1, 2024; and (iv) certain assets of the FerrouSouth division of Ferragon Corporation on August 16, 2024. Included in our net sales for 2025 and 2024 were combined net sales of $
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.
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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 | $ | | |||
Accounts receivable | | ||||
Inventories | | ||||
Prepaid expenses and other current assets | | ||||
Property, plant and equipment | | ||||
Operating lease right-of-use assets | | ||||
Goodwill | | ||||
Intangible assets subject to amortization | | ||||
Intangible assets not subject to amortization | | ||||
Total assets acquired | | ||||
Deferred income taxes | | ||||
Operating lease liabilities | | ||||
Other current and long-term liabilities | | ||||
Total liabilities assumed | | ||||
Noncontrolling interest | | ||||
Net assets acquired | $ | |
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 December 31, 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 $
Unaudited pro forma financial information for all acquisitions
Unaudited pro forma summary financial results present 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 have been presented 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 sales were $
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Pro forma summary results for 2023 were as follows (in millions, except per share amounts):
Pro forma: | ||
Net sales | $ | |
Net income attributable to Reliance | $ | |
Earnings per share attributable to Reliance stockholders: | ||
Basic | $ | |
Diluted | $ | |
NOTE 3. JOINT VENTURES AND NONCONTROLLING INTERESTS
The equity method of accounting is used where our investment in voting stock gives us the ability to exercise significant influence over the investee, generally
Operations that are majority owned by us include: Indiana Pickling and Processing Company in which our wholly-owned subsidiary, Feralloy Corporation, has a
NOTE 4. INVENTORIES
Our inventories are primarily stated on the LIFO method, which is not in excess of market. We use the LIFO method of inventory valuation because it results in a better matching of costs and revenues. The cost of inventories stated on the first-in, first-out (“FIFO”) method is not in excess of net realizable value.
Inventories consisted of the following (in millions):
December 31, | | 2025 | | 2024 | ||||
LIFO inventories—cost on FIFO method | $ | | $ | | ||||
Cost on FIFO method higher than LIFO value | ( | ( | ||||||
Inventories—stated on LIFO method | | | ||||||
Inventories—stated on FIFO method | | | ||||||
$ | | $ | | |||||
The changes in the LIFO inventory valuation reserve were as follows (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
LIFO inventory valuation reserve expense (income) | $ | | $ | ( | $ | ( | ||
Cost increases for the majority of our products were the primary cause of the 2025 LIFO inventory valuation reserve adjustment resulting in a charge, or expense. Cost decreases for the majority of our products were the primary cause of the 2024 and 2023 LIFO inventory valuation reserve adjustment resulting in credits, or income.
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NOTE 5. REVENUES
The following table presents our sales disaggregated by product and service (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Carbon steel | $ | | $ | | $ | | ||
Aluminum | | | | |||||
Stainless steel | | | | |||||
Alloy | | | | |||||
Toll processing and logistics | | | | |||||
Copper and brass | | | | |||||
Miscellaneous and eliminations | | | | |||||
Total | $ | | $ | | $ | | ||
NOTE 6. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consists of the following (in millions):
December 31, | | 2025 | | 2024 | ||||
Land | $ | | $ | | ||||
Buildings | | | ||||||
Machinery and equipment | | | ||||||
Construction in progress | | | ||||||
Property, plant and equipment, gross | | | ||||||
Less: accumulated depreciation | ( | ( | ||||||
Property, plant and equipment, net | $ | | $ | | ||||
As of December 31, 2025, 2024 and 2023, noncash investing activity included $
NOTE 7. GOODWILL
The changes in the carrying amount of goodwill are as follows (in millions):
Balance as of January 1, 2024 | $ | | ||||||
Acquisitions | | |||||||
Foreign currency translation | ( | |||||||
Balance as of December 31, 2024 | | |||||||
Acquisitions | | |||||||
Purchase price allocation adjustments | | |||||||
Foreign currency translation | | |||||||
Balance as of December 31, 2025 | $ | |
We had
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NOTE 8. INTANGIBLES ASSETS, NET
Intangible assets, net, consisted of the following (in millions):
2025 | 2024 | ||||||||||||
Weighted Average | Gross | Gross | |||||||||||
Amortizable | Carrying | Accumulated | Carrying | Accumulated | |||||||||
December 31, | Life in Years | | Amount | | Amortization | | Amount | | Amortization | ||||
Intangible assets subject to amortization: | |||||||||||||
Customer lists/relationships | $ | | $ | ( | $ | | $ | ( | |||||
Backlog of orders | | ( | | ( | |||||||||
Other | | ( | | ( | |||||||||
| ( | | ( | ||||||||||
Intangible assets not subject to amortization: | |||||||||||||
Trade names | | — | | — | |||||||||
$ | | $ | ( | $ | | $ | ( | ||||||
Changes in the carrying amount of intangible assets, net are as follows (in millions):
Balance as of January 1, 2024 | $ | | ||||||
Acquisitions | | |||||||
Amortization expense | ( | |||||||
( | ||||||||
Other | | |||||||
Foreign currency translation | ( | |||||||
Balance as of December 31, 2024 | | |||||||
Amortization expense | ( | |||||||
( | ||||||||
Foreign currency translation | | |||||||
Balance as of December 31, 2025 | $ | |
See Note 2—“Acquisitions” for further discussion of intangible assets recorded in the purchase price allocations of our 2024 acquisitions.
We recognized impairment losses of $
The following is a summary of estimated future amortization expense (in millions):
2026 | $ | | |||
2027 | | ||||
2028 | | ||||
2029 | | ||||
2030 | | ||||
Thereafter | | ||||
$ | |
NOTE 9. CASH SURRENDER VALUE OF LIFE INSURANCE POLICIES, NET
The cash surrender value of all life insurance policies held by us, net of loans and related accrued interest, was $
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Our wholly owned subsidiary, Earle M. Jorgensen Company (“EMJ”), is the owner and beneficiary of life insurance policies on certain former and current employees. Reliance is also the beneficiary of key person life insurance policies held by a grantor trust for the benefit of participants of the Reliance, Inc. Supplemental Executive Retirement Plan.
As of December 31, 2025 and 2024, loans and accrued interest outstanding on EMJ’s life insurance policies were $
Payments for premiums and interest owed on policy loans, net of proceeds from policy borrowings and redemptions are included in other investing activities in the accompanying consolidated statements of cash flows.
Income earned on our life insurance policies and redemptions, interest expense on borrowings against cash surrender values and cost of insurance charges are included in the Other (income) expense, net caption in the accompanying consolidated statements of income as follows (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Investment income from life insurance policies | $ | ( | $ | ( | $ | ( | ||
Interest expense on life insurance policy loans | | | | |||||
Life insurance policy cost of insurance | | | | |||||
Income from life insurance policy redemptions | ( | ( | ( | |||||
Life insurance policy expense, net | $ | | $ | | $ | | ||
NOTE 10. DEBT
Debt consisted of the following (in millions):
December 31, | 2025 | | 2024 | ||
Unsecured revolving credit facility maturing September 10, 2029 | $ | | $ | — | |
Unsecured term loan due August 14, 2028 | | — | |||
Senior unsecured notes, interest payable semi-annually at | | | |||
Senior unsecured notes, interest payable semi-annually at | | | |||
Senior unsecured notes, interest payable semi-annually at | | | |||
Other notes | | | |||
Total | | | |||
Less: unamortized discount and debt issuance costs | ( | ( | |||
Less: amounts due within one year | ( | ( | |||
Total long-term debt | $ | | $ | | |
The weighted average effective interest rate on the Company’s outstanding borrowings was
Unsecured Credit Facility
On September 10, 2024, we entered into a $
2025 Form 10-K / 55
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The weighted average interest rate on $
Unsecured Term Loan
On August 14, 2025, we entered into a $
The interest rate on the outstanding balance of the term loan was
Senior Unsecured Notes
On August 15, 2025, we repaid, at maturity, the $
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
Letter of Credit/Letters of Guarantee Facility
We have a $
Covenants
The Credit Agreement, Term Loan and indentures governing our debt securities include customary representations, warranties, covenants and events of default provisions. The covenants under the Credit Agreement and Term Loan include, among other things, a financial maintenance covenant that requires us to comply with a maximum total net leverage ratio. We were in compliance with the financial maintenance covenant under our Credit Agreement and Term Loan as of December 31, 2025.
Debt Maturities
The following is a summary of aggregate maturities of long-term debt for each of the next five years and thereafter (in millions):
2026 | $ | | ||
2027 | | |||
2028 | | |||
2029 | | |||
2030 | | |||
Thereafter | | |||
$ | |
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NOTE 11. 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, and storage. 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 (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Operating lease cost | $ | | $ | | $ | | ||
Variable fees and other(1) | | | | |||||
Total lease cost | $ | | $ | | $ | | ||
| (1) | Includes variable lease payments and costs of short-term leases. |
Supplemental cash flow and balance sheet information is presented below (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Supplemental cash flow information: | ||||||||
Cash payments for operating leases | $ | $ | $ | |||||
Right-of-use assets obtained in exchange for operating lease obligations | $ | $ | $ | |||||
December 31, | 2025 | 2024 | ||||||
Other lease information: | ||||||||
Weighted average remaining lease term—operating leases | ||||||||
Weighted average discount rate—operating leases | ||||||||
Maturities of operating lease liabilities as of December 31, 2025 are as follows (in millions):
2026 | $ | |||||||
2027 | ||||||||
2028 | ||||||||
2029 | ||||||||
2030 | ||||||||
Thereafter | ||||||||
Total operating lease payments | | |||||||
Less: imputed interest | ( | |||||||
Total operating lease liabilities | $ | |
NOTE 12. INCOME TAXES
Reliance files a consolidated U.S. federal return and income tax returns in various state and foreign jurisdictions. We are no longer subject to U.S. federal tax examinations for years before 2022 and state and local tax examinations before 2021.
2025 Form 10-K / 57
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Provision for Income Taxes
The components of provision for income taxes were as follows (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Current: | ||||||||
Federal | $ | | $ | | $ | | ||
State | | | | |||||
Foreign | | | | |||||
| | | ||||||
Deferred: | ||||||||
Federal | | | | |||||
State | | | | |||||
Foreign | ( | ( | ( | |||||
| | | ||||||
Total: | ||||||||
Federal | | | | |||||
State | | | | |||||
Foreign | | | | |||||
$ | | $ | | $ | | |||
Income before income taxes was as follows (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
U.S. | $ | | $ | | $ | | ||
Foreign | | | | |||||
Income before income taxes | $ | | $ | | $ | | ||
Effective Tax Rate
We adopted accounting changes issued by the FASB, “Improvements to Income Tax Disclosures,” in 2025 on a prospective basis. A reconciliation of income tax at the U.S. federal statutory rate to our tax provision and effective tax rate is as follows (in millions, except percentages):
Year Ended December 31, | 2025 | ||||
Income tax at U.S. federal statutory tax rate | $ | | | % | |
Domestic state and local income tax, net of federal tax effect(1) | | | |||
Domestic federal reconciling items | |||||
Nontaxable or nondeductible items | |||||
Life insurance policies | ( | ( | |||
Other | | | |||
Cross-border taxes | ( | | |||
Other adjustments | | | |||
Foreign tax effects | | | |||
Changes in unrecognized tax benefits | | | |||
$ | | | % |
| (1) | State taxes in Illinois, Pennsylvania, California, Wisconsin, Alabama, Tennessee, Oregon, and Georgia make up the majority (greater than 50%) of the effect of the state and local income tax category. |
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A reconciliation of income tax at the U.S. federal statutory tax rate to our effective tax rate for prior years is as follows:
Year Ended December 31, | 2024 | | 2023 | |||
Income tax at U.S. federal statutory tax rate | | % | | % | ||
State income tax, net of federal tax effect | | | ||||
Foreign earnings taxed at higher (lower) rates | | ( | ||||
Net effect of life insurance policies | ( | ( | ||||
Other, net | | ( | ||||
| % | | % |
Deferred Taxes
The components of our deferred tax assets and liabilities are as follows (in millions):
December 31, | | 2025 | | 2024 | ||||
Deferred tax assets: |
| |||||||
Allowance for credit losses | $ | | $ | | ||||
Inventory costs capitalized for tax purposes | | | ||||||
Accrued expenses not currently deductible for tax | | | ||||||
Stock-based compensation | | | ||||||
Net operating loss carryforwards | | | ||||||
Tax credits carryforwards | | | ||||||
Total deferred tax assets | | | ||||||
Deferred tax liabilities: | ||||||||
Property, plant and equipment, net | ( | ( | ||||||
Goodwill and other intangible assets | ( | ( | ||||||
LIFO inventories | ( | ( | ||||||
Other | ( | ( | ||||||
Total deferred tax liabilities | ( | ( | ||||||
Net deferred tax liabilities | $ | ( | $ | ( | ||||
The Company believes it is more likely than not that it will generate sufficient future taxable income to realize its deferred tax assets.
We are under audit by various state jurisdictions for years 2021 through 2024, but do not anticipate any material adjustments from these examinations.
Uncertain Tax Positions
A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Unrecognized tax benefits as of January 1 | $ | | $ | | $ | | ||
Increases (decreases) in tax positions for prior years | | | ( | |||||
Increases in tax positions for current year | — | — | | |||||
Settlements | — | — | ( | |||||
Lapse of statute of limitations | ( | ( | ( | |||||
Unrecognized tax benefits as of December 31 | $ | | $ | | $ | | ||
As of December 31, 2025, $
2025 Form 10-K / 59
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Cash Paid for Income Taxes
Income taxes paid for 2025 were as follows (in millions):
Year Ended December 31, | 2025 | |
U.S. Federal | $ | |
Domestic state and local | | |
Mexico | | |
Other Foreign | | |
Income taxes paid, net of refunds received | $ | |
Income taxes paid, net in 2024 and 2023 were $
NOTE 13. STOCK-BASED COMPENSATION PLANS
We make annual grants of long-term equity incentive awards to officers and key employees under our Second Amended and Restated 2015 Incentive Award Plan in the forms of service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) that have approximately vesting periods. We also grant the non-management members of our Board of Directors fully vested stock awards under our Directors Equity Plan. 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.
As of December 31, 2025, an aggregate of
Restricted Stock Units
We granted key employees equity awards consisting of RSUs and PSUs in aggregate amounts as follows (in thousands, except per unit amounts):
RSUs Vesting | |||||||||||
December 1, | |||||||||||
Grant Date | and | ||||||||||
| RSU and PSU | Fair Value | PSUs Vesting | ||||||||
| RSUs | | PSUs | | Aggregate Units | | Per Unit | | December 31, | ||
2025 | | | | $ | 2027 | ||||||
2024 | | | | $ | 2026 | ||||||
2023 | | | | $ | 2025 | ||||||
Each RSU and PSU is subject to a service-based condition and includes a right to receive shares of common stock and dividend equivalent rights, subject to forfeiture. The RSUs provide the right to receive
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A summary of the status of our unvested RSUs and PSUs as of December 31, 2025 and changes during the year then ended is as follows (in thousands, except per unit amounts):
Weighted | |||||
Average | |||||
Grant Date | |||||
RSU and PSU | Fair Value | ||||
Aggregate Units | Per Unit | ||||
Unvested as of January 1, 2025 | | $ | |||
Granted | | ||||
Vested(1) | ( | ||||
Cancelled or forfeited | ( | ||||
Unvested as of December 31, 2025 | $ | ||||
Shares reserved for future issuance (all plans) | |||||
| (1) | PSUs granted in 2023 totaling |
The fair values as of the respective vesting dates of RSUs and PSUs vested during 2025, 2024 and 2023 were $
Directors Equity Plan
In each of 2025, 2024 and 2023, we granted a total of approximately
Unrecognized Compensation Cost and Tax Benefits
As of December 31, 2025, there was $
The tax benefit realized from our stock-based compensation plans in 2025, 2024 and 2023 was $
NOTE 14. EMPLOYEE BENEFITS
Defined Contribution Plans
The Reliance, Inc. Master 401(k) Plan (the “Master 401(k) Plan”) provides certain benefits to eligible salaried and hourly employees of the Company and its participating subsidiaries. Eligibility occurs after
We also sponsor the Reliance, Inc. Employee Stock Ownership Plan, a tax-qualified noncontributory employee stock ownership plan, for certain salaried and hourly employees of the Company. The plan is closed to new enrollees, and the Company is not currently making annual contributions to the plan.
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Supplemental Executive Retirement Plans
Effective January 1996, we adopted the Reliance, Inc. Supplemental Executive Retirement Plan (“Reliance SERP”), which is a nonqualified pension plan that provides postretirement pension benefits to certain key officers of the Company. The Reliance SERP is administered by the Compensation Committee of the Board. Benefits are based upon the employees’ earnings.
Life insurance policies were purchased for most individuals covered by the Reliance SERP and held within a grantor trust. See Note 9—“Cash Surrender Value of Life Insurance Policies, Net” for further discussion of our life insurance policies. Separate supplemental executive retirement plans exist for certain wholly owned subsidiaries of the Company (together with the Reliance SERP, the “SERPs”), each of which provides postretirement pension benefits to certain former key employees. All SERPs have been frozen to new participants since 2009.
Deferred Compensation Plan
In December 2008, the Reliance Deferred Compensation Plan (the “DCP”) was established for certain officers and key employees of the Company. Account balances from various compensation plans of subsidiaries were contributed and consolidated into this new deferred compensation plan. Plan participants may contribute a portion of their eligible compensation to the plan and Reliance currently makes contributions to the plan for certain participants.
An irrevocable grantor trust is in place to which we may contribute assets for the purpose of funding the DCP. Although we may not use the assets of the grantor trust for any purpose other than meeting our obligations under the DCP, the assets of the grantor trust remain subject to the claims of our creditors. The aggregate fair value of the marketable securities held by the grantor trust as of December 31, 2025 and 2024 were $
Multiemployer Plans
Certain of our union employees participate in plans collectively bargained and maintained by multiple employers and a labor union. We do not recognize on our balance sheet the present value of accumulated plan benefits related to these plans. For 2025, 2024 and 2023, our contributions to these plans were $
Defined Benefit Plan
Our wholly owned subsidiary, EMJ, maintains a qualified defined benefit pension plan (the “DB Plan”) for certain union employees. The plan generally provides benefits of stated amounts for each year of service or provides benefits based on the participant’s hourly wage rate and years of service. The plan permits the sponsor, at any time, to amend or terminate the plan. We recognized a settlement of $
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We use a December 31 measurement date for our plans. The following is a summary of the status of the funding of the SERPs and the DB Plan (in millions):
SERPs | DB Plan | ||||||||||
2025 | | 2024 | | 2025 | | 2024 | |||||
Change in benefit obligation: | |||||||||||
Benefit obligation at beginning of year | $ | | $ | | $ | | $ | | |||
Service cost | | | | | |||||||
Interest cost | | | | | |||||||
Actuarial loss (gain)(1) | | ( | ( | ( | |||||||
Benefits paid | ( | ( | ( | ( | |||||||
Plan amendment | — | — | | — | |||||||
Plan settlement | — | — | ( | — | |||||||
Benefit obligation at end of year | $ | | $ | | $ | | $ | | |||
Change in plan assets: | |||||||||||
Fair value of plan assets at beginning of year | N/A | N/A | $ | | $ | | |||||
Actual return on plan assets | N/A | N/A | | | |||||||
Benefits paid | N/A | N/A | ( | ( | |||||||
Fair value of plan assets at end of year | N/A | N/A | $ | | $ | | |||||
Funded status: | |||||||||||
Funded status of the plans | $ | ( | $ | ( | $ | | $ | | |||
Items not yet recognized as component of net periodic pension expense: | |||||||||||
Unrecognized net actuarial losses (gains) | $ | | $ | | $ | ( | $ | ( | |||
Unamortized prior service cost | — | — | | | |||||||
$ | | $ | | $ | ( | $ | ( | ||||
| (1) | Actuarial gains in 2024 for the DB Plan were primarily due to the actual return on plan assets exceeding the expected return on plan assets and increases in the discount rate used to measure the obligations. |
As of December 31, 2025 and 2024, the following amounts were recognized on the balance sheet (in millions):
SERPs | DB Plan | ||||||||||
2025 | | 2024 | | 2025 | | 2024 | |||||
Amounts recognized in the statement of financial position: | |||||||||||
Noncurrent assets | $ | — | $ | — | $ | | $ | | |||
Current liabilities | ( | ( | — | — | |||||||
Noncurrent liabilities | ( | ( | — | — | |||||||
Accumulated other comprehensive loss (gain) | | | ( | ( | |||||||
Net amount recognized | $ | ( | $ | ( | $ | | $ | | |||
The accumulated benefit obligation for the SERPs was $
2025 Form 10-K / 63
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Details of net periodic benefit cost related to the SERPs, and the DB Plan are presented below (in millions):
SERPs | DB Plan | ||||||||||||||||
Year Ended December 31, | 2025 | | 2024 | | 2023 | | 2025 | | 2024 | | 2023 | ||||||
Service cost | $ | | $ | | $ | | $ | | $ | | $ | | |||||
Interest cost | | | | | | | |||||||||||
Expected return on plan assets | — | — | — | ( | ( | ( | |||||||||||
Settlement gain | — | — | — | ( | — | — | |||||||||||
Prior service cost | — | — | — | | | | |||||||||||
Amortization of net loss | | | — | ( | — | — | |||||||||||
$ | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Net periodic benefit cost related to the SERPs, and the DB Plan is presented in our consolidated statements of income, as summarized below (in millions):
SERPs | DB Plan | ||||||||||||||||
Year Ended December 31, | 2025 | | 2024 | | 2023 | | 2025 | | 2024 | | 2023 | ||||||
Amounts recognized in the statement of income: | |||||||||||||||||
Warehouse, delivery, selling, general and administrative expense | $ | | $ | | $ | | $ | | $ | | $ | | |||||
Other expense (income), net | | | | ( | ( | ( | |||||||||||
$ | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Assumptions used to determine net periodic benefit cost are detailed below:
SERPs | DB Plan | |||||||||||
Year Ended December 31, | 2025 | | 2024 | | 2023 | | 2025 | | 2024 | | 2023 |
|
Weighted average assumptions to determine net cost: | ||||||||||||
Discount rate | | % | | % | | % | | % | | % | | % |
Expected long-term rate of return on plan assets | N/A | N/A | N/A | | % | | % | | % | |||
Rate of compensation increase | | % | | % | | % | N/A | N/A | N/A | |||
Assumptions used to determine the benefit obligation are detailed below:
SERPs | DB Plan | |||||||
December 31, | 2025 | | 2024 | | 2025 | | 2024 |
|
Weighted average assumptions to determine benefit obligations: | ||||||||
Discount rate | | % | | % | | % | | % |
Expected long-term rate of return on plan assets | N/A | N/A | | % | | % | ||
Rate of compensation increase | | % | | % | N/A | N/A | ||
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Summary Disclosures—SERPs and DB Plan
The following is a summary of benefit payments under the SERPs and the DB Plan, which reflect expected future employee service, as appropriate, expected to be paid in the periods indicated (in millions):
| SERPs | | DB Plan | |||||
2026 | $ | | $ | | ||||
2027 | | | ||||||
2028 | | | ||||||
2029 | | | ||||||
2030 | | | ||||||
2031-2035 | | | ||||||
The Company expects to contribute $
Plan Assets and Investment Policy
Plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification and investment return over the long term. The investment goal is a return on assets that is at least equal to the assumed actuarial rate of return over the long-term within reasonable and prudent levels of risk. We establish our estimated long-term return on plan assets assumption considering various factors including the targeted asset allocation percentages, historic returns and expected future returns. The plan assets are largely comprised of commingled funds which are allocated across return-seeking assets (
The fair value measurements of the investments held by the DB Plan as of December 31, 2025 and 2024 are as follows (in millions):
Level 1 | | Total | |||
December 31, 2025 | |||||
Interest bearing cash | $ | | $ | | |
Mutual funds(1) | | | |||
Total assets in the fair value hierarchy | | | |||
Commingled funds measured at NAV(2) | — | | |||
Total investments at fair value | $ | | $ | | |
December 31, 2024 | |||||
Interest bearing cash | $ | | $ | | |
Mutual funds(1) | | | |||
Total assets in the fair value hierarchy | | | |||
Commingled funds measured at NAV(2) | — | | |||
Total investments at fair value | $ | | $ | | |
| (1) | Mutual funds held are registered with the United States Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held are deemed to be actively traded. |
| (2) | Investments in commingled funds are measured at fair value using NAV as a practical expedient. The fair value of these assets is excluded from the fair value hierarchy and is presented in the tables above to permit reconciliation of the investments classified with the fair value hierarchy to the total investments at fair value. |
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Contributions to Reliance Sponsored Retirement Plans
Our expense for Reliance-sponsored retirement plans was as follows (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Master 401(k) Plan | $ | | $ | | $ | | ||
Precision Strip Retirement and Savings Plan | | | | |||||
DCP | | | | |||||
Other Defined Contribution Plans | | | | |||||
DB Plan | ( | | | |||||
SERPs | | | | |||||
$ | | $ | | $ | | |||
NOTE 15. EQUITY
Common Stock
We have paid regular quarterly cash dividends on our common stock for
Shares Outstanding
Issued and outstanding common shares were as follows (in thousands):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Issued and outstanding common shares, beginning balance | | | | |||||
Issued––RSUs and PSUs net share settlements | | | | |||||
Issued––Directors Equity Plan | | | | |||||
Repurchased | ( | ( | ( | |||||
Issued and outstanding common shares, ending balance | | | | |||||
Share Repurchases
On October 22, 2024, our Board of Directors amended our share repurchase program to replenish the repurchase authorization to $
Our share repurchase activity for the past three years consisted of the following (in millions, except shares in thousands and per share amounts):
Average Price | ||||||||
Shares | | Per Share | | Amount | ||||
2025 | $ | $ | ||||||
2024 | $ | $ | | |||||
2023 | $ | $ | ||||||
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 $
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2024 and 2023, respectively. Additionally, our share repurchases exclude excise tax due under the Inflation Reduction Act of 2022.
Preferred Stock
We are authorized to issue
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss included the following (in millions):
Pension and | ||||||||
Foreign Currency | Postretirement Benefit | Accumulated Other | ||||||
Translation | Plan Adjustments, | Comprehensive | ||||||
(Loss) Gain | | Net of Tax | | (Loss) Income | ||||
Balance as of January 1, 2025 | $ | ( | $ | | $ | ( | ||
Change | | — | | |||||
Balance as of December 31, 2025 | $ | ( | $ | | $ | ( | ||
Foreign currency translation adjustments have not been adjusted for income taxes. 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.
Pension and postretirement benefit adjustments are net of deferred tax liabilities of $
NOTE 16. OTHER (INCOME) EXPENSE, NET
Significant components are as follows (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Interest income | $ | ( | $ | ( | $ | ( | ||
Income on deferred compensation plan assets | ( | ( | ( | |||||
Life insurance policy expense, net | | | | |||||
Foreign currency transaction losses (gains) | | ( | | |||||
Net periodic benefit cost—settlement gain | ( | — | — | |||||
All other, net | ( | ( | ( | |||||
| $ | ( | $ | ( | $ | ( | ||
NOTE 17. COMMITTMENTS AND CONTINGENCIES
Purchase Commitments
As of December 31, 2025, we had commitments to purchase minimum quantities of certain metals products, which we entered into to secure material for corresponding long-term sales commitments with our customers. The total amount of minimum commitments based on current pricing is estimated at approximately $
2025 Form 10-K / 67
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million, with amounts in 2026, 2027 and thereafter being $
Collective Bargaining Agreements
As of December 31, 2025, approximately
Environmental Contingencies
We are subject to extensive and changing federal, state, local and foreign laws and regulations designed to protect the environment, including those relating to the use, handling, storage, discharge and disposal of hazardous substances and the remediation of environmental contamination. Our operations use minimal amounts of such substances.
We believe we are in material compliance with environmental laws and regulations; however, we are from time to time involved in administrative and judicial proceedings and inquiries relating to environmental matters. Some of our owned or leased properties are located in industrial areas with histories of heavy industrial use. We may incur some environmental liabilities because of the location of these properties. In addition, we are currently involved with an environmental remediation project related to activities at former manufacturing operations of EMJ, our 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.
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NOTE 18. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in millions, except shares in thousands and per share amounts):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Numerator: | ||||||||
Net income attributable to Reliance | $ | $ | $ | |||||
Denominator: | ||||||||
Weighted average shares outstanding | ||||||||
Dilutive effect of stock-based awards(1) | ||||||||
Weighted average diluted shares outstanding | ||||||||
Earnings per share attributable to Reliance stockholders: | ||||||||
Basic | $ | $ | $ | |||||
Diluted | $ | $ | $ | |||||
(1) The computations of diluted earnings per share using the treasury stock method for 2025, 2024 and 2023 do not include
NOTE 19. SEGMENT INFORMATION
We have
We are organized as a network of metals service centers under a decentralized operating structure. Reliance provides metal solutions from this network under its operating strategies that include organic growth and acquisitions that enhance the metals service center network’s diversification of products, geographies and customers.
The metals service centers segment primarily operates in the spot market, distributing a full line of over
The following is a summary of our sales by product and service (gross sales as a % of total sales) for each of the three years ended December 31:
2025 | 2024 | 2023 | ||||
Carbon steel | | % | | % | | % |
Aluminum | | | | |||
Stainless steel | | | | |||
Alloy | | | | |||
Toll processing and logistics | | | | |||
Copper & brass | | | | |||
Miscellaneous | | | | |||
Total | | % | | % | | % |
The accounting policies of the metals service center segment are the same as those described in Note 1—“Summary of Significant Accounting Policies.”
The Company's chief operating decision maker (“CODM”) is the chief executive officer.
2025 Form 10-K / 69
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The CODM assesses performance for the metals service center segment using net income and makes capital allocation decisions considering net income together with the level of operating cash flow, which generally supports growth and shareholder returns. Our organic growth activities relate to capital expenditures and our inorganic growth activities are comprised of acquisitions. Our shareholder returns include share repurchases and quarterly dividends which we have paid for
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 (in millions):
Metals Service Centers Segment | ||||||||
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Net sales | $ | | $ | | $ | | ||
Less: | ||||||||
Cost of sales (exclusive of depreciation and amortization shown below) | | | | |||||
Compensation expense | | | | |||||
Other segment items(1) | | | | |||||
Depreciation and amortization expense | | | | |||||
Impairment | | | — | |||||
Interest expense | | | | |||||
Income tax provision | | | | |||||
Net income | $ | | $ | | $ | | ||
Other Segment Disclosures: | ||||||||
Purchases of property, plant and equipment | $ | | $ | | $ | | ||
| (1) | Other segment items mainly consist of warehousing and delivery costs, which include among others, third-party freight, gas and oil, utilities & rent, plant supplies, and repairs and maintenance. |
Net sales by major geographic area and long-lived assets, including intangible assets and financial instruments, are presented below (in millions):
United States | | Foreign Countries | | Total | ||||
Year Ended December 31, 2025: | ||||||||
Net sales | $ | | $ | | $ | | ||
Long-lived assets(1) | | | | |||||
Year Ended December 31, 2024: | ||||||||
Net sales | | | | |||||
Long-lived assets(1) | | | | |||||
Year Ended December 31, 2023: | ||||||||
Net sales | | | | |||||
Long-lived assets(1) | | | | |||||
| (1) | Long-lived assets, excluding intangible assets and financial instruments, in the U.S. were $ |
70 / 2025 Form 10-K
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NOTE 20. IMPAIRMENT AND RESTRUCTURING CHARGES
In 2025 and 2024, we closed or reorganized certain of our locations that resulted in impairment and restructuring charges.
Impairment and restructuring charges consisted of the following (in millions):
Year Ended December 31, | 2025 | | 2024 | | 2023 | |||
Trade name intangible assets | $ | | $ | | $ | — | ||
Property, plant and equipment | — | | — | |||||
Total impairment charges | | | — | |||||
| | | ||||||
| | | ||||||
— | | | ||||||
| | — | ||||||
Total impairment and restructuring charges | $ | | $ | | $ | | ||
The measurement of the intangible assets at fair value was determined using discounted cash flow techniques. The use of discounted cash flow models requires judgment and requires the use of inputs by management that are unobservable, including revenue forecasts, discount rates and long-term growth rates.
2025 Form 10-K / 71
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RELIANCE, INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Additions | Amounts | ||||||||||||||
Balance at | Charged to | Charged to | Balance at | ||||||||||||
Beginning | Costs and | Other | End of | ||||||||||||
| of Year | | Expenses | | Deductions(1) | | Accounts | | Year | ||||||
Year Ended December 31, 2025: | |||||||||||||||
Allowance for credit losses | $ | | $ | | $ | | $ | — | $ | | |||||
Year Ended December 31, 2024: | |||||||||||||||
Allowance for credit losses | $ | | $ | | $ | | $ | | $ | | |||||
Year Ended December 31, 2023: | |||||||||||||||
Allowance for credit losses | $ | | $ | | $ | | $ | — | $ | | |||||
| (1) | Uncollectible accounts written off. |
See accompanying report of independent registered public accounting firm.
72 / 2025 Form 10-K
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (“CEO”), and chief financial officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision and with the participation of the Company’s management, including our CEO and CFO, an evaluation was performed on the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to and as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our management, including the CEO and the CFO, concluded, as of the end of the period covered in this report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) that it is accumulated and communicated to our management, including the CEO and our CFO, as appropriate, to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
An evaluation was also performed under the supervision and with the participation of our management, including our CEO and CFO, of any change in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. That evaluation did not identify any change in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
2025 Form 10-K / 73
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The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their audit report, which is included in Item 9A.
74 / 2025 Form 10-K
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Reliance, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Reliance, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, cash flows, and equity for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule II of valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
2025 Form 10-K / 75
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP |
Los Angeles, California
February 26, 2026
76 / 2025 Form 10-K
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ITEM 9B. OTHER INFORMATION
During the fourth quarter ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934)
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have
Information about our Code of Conduct, which applies to our executive officers and senior management, our directors, including our audit committee and audit committee financial experts and the procedures by which stockholders can recommend director nominees, and our executive officers will be in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed within 120 days after the close of the Company’s fiscal year (the “Proxy Statement”) and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to our executive officer and director compensation and the compensation committee of the Board of Directors will be included in the Proxy Statement and is incorporated herein by reference (excluding the information contained under the heading “Executive Compensation Tables—Pay Versus Performance”).
ITEM 12. SECRITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information relating to security ownership of certain beneficial owners of our common stock and information relating to the security ownership of our management will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information regarding certain relationships and related transactions and director independence will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding principal accountant fees and services will be included in the Proxy Statement and is incorporated herein by reference.
2025 Form 10-K / 77
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | The following documents are filed as part of this report: |
| (1) | Financial Statements (included in Item 8). |
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Equity
Notes to Consolidated Financial Statements
| (2) | Financial Statement Schedules |
Schedule II—Valuation and Qualifying Accounts
All other schedules have been omitted since the required information is not significant or is included in the consolidated financial statements or notes thereto or is not applicable.
| (3) | Exhibits |
Incorporated by Reference | ||||||||
|---|---|---|---|---|---|---|---|---|
Exhibit | | Description | | Form | | Exhibit | | Filing Date/ |
3.01 | Registrant’s Restated Certificate of Incorporation. | 8-K | 3.1 | 6/1/2015 | ||||
3.02 | Certificate of Amendment to Registrant’s Restated Certificate of Incorporation, dated February 14, 2024. | 8-K | 3.1 | 2/15/2024 | ||||
3.03 | Registrant’s Amended and Restated Bylaws. | 8-K | 3.2 | 2/15/2024 | ||||
4.01 | Exchange Notes under the Indenture dated November 20, 2006 by and among Registrant, the Subsidiary Guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee. | 8-K | 10.01 | 11/28/2006 | ||||
4.02 | Forms of the Notes and the Exchange Notes under the Indenture. | 8-K | 10.02 | 11/28/2006 | ||||
4.03 | Indenture dated April 12, 2013 by and among Registrant, the Subsidiary Guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee. | 8-K | 4.1 | 4/12/2013 | ||||
4.04 | First Supplemental Indenture dated April 12, 2013 by and among Registrant, the Subsidiary Guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee. | 8-K | 4.2 | 4/12/2013 | ||||
4.05 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act. | 10-K | 4.05 | 12/31/2019 | ||||
4.06 | Indenture, dated August 3, 2020, among Reliance Steel & Aluminum Co. and Wells Fargo Bank, National Association, as trustee. | 8-K | 4.1 | 8/3/2020 | ||||
78 / 2025 Form 10-K
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Incorporated by Reference | ||||||||
|---|---|---|---|---|---|---|---|---|
Exhibit | | Description | | Form | | Exhibit | | Filing Date/ |
4.07 | First Supplemental Indenture, dated August 3, 2020, among Reliance Steel & Aluminum Co. and Wells Fargo Bank, National Association, as trustee (including forms of note for the 1.300% Senior Notes due 2025 and 2.150% Senior Notes due 2030). | 8-K | 4.2 | 8/3/2020 | ||||
10.01† | Registrant’s Supplemental Executive Retirement Plan (Amended and Restated effective as of January 1, 2009). | 10-K | 10.15 | 12/31/2008 | ||||
10.02† | Registrant’s Directors Equity Plan. | DEF 14A | Appendix A | 4/1/2011 | ||||
10.03† | Registrant’s Amended and Restated Deferred Compensation Plan effective January 1, 2013. | 10-K | 10.09 | 12/31/2012 | ||||
10.04† | Registrant’s Form of Indemnification Agreement for officers and directors. | 8-K | 10.1 | 2/18/2016 | ||||
10.05† | Form of Restricted Stock Unit Award Agreement – ROA Performance. | 10-Q | 10.3 | 3/31/2016 | ||||
10.06† | Form of Restricted Stock Unit Award Agreement – Service. | 10-Q | 10.4 | 3/31/2016 | ||||
10.07† | Registrant’s Second Amended and Restated 2015 Incentive Award Plan. | 8-K | 10.1 | 5/22/2020 | ||||
10.08† | Amendment No. 1 to Registrant’s Directors Equity Plan. | 8-K | 10.2 | 5/22/2020 | ||||
10.09 | Second Amended and Restated Credit Agreement dated as of September 10, 2024, among Reliance, Inc., as Borrower, Bank of America N.A., as the Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, PNC Bank, National Association and Toronto-Dominion Bank, New York Branch, as Co-Documentation Agents, and the other lenders party thereto. | 8-K | 10.1 | 9/16/2024 | ||||
10.10† | Registrant’s First Amendment to Deferred Compensation Plan effective December 22, 2020. | 10-K | 10.15 | 12/31/2020 | ||||
10.11† | Registrant’s Second Amendment to Deferred Compensation Plan (Amended and Restated Effective January 1, 2013) dated as of February 14, 2023. | 10-Q | 10.1 | 3/31/2023 | ||||
10.12† | Amendment No. 2 to Registrant’s Second Amended and Restated 2015 Incentive Award Plan. | 8-K | 10.1 | 5/16/2024 | ||||
10.13† | Registrant’s Third Amendment to Deferred Compensation Plan dated as of July 24, 2023. | 10-K | 10.13 | 12/31/2024 | ||||
10.14† | Term Loan Agreement, dated August 14, 2025, among Reliance, Inc., as borrower, Bank of America N.A., as the administrative agent, Wells Fargo Bank, National Association, PNC Bank National Association, and U.S. Bank National Association as co-syndication agents, JPMorgan Chase Bank, N.A. as documentation agent, and the other lenders party thereto. | 8-K | 10.1 | 8/15/2025 | ||||
10.15† | Reliance, Inc. Executive Severance Policy dated October 21, 2025. | 8-K | 10.1 | 10/22/2025 | ||||
10.16†* | Reliance, Inc. Non-Employee Director Deferred Compensation Plan. | |||||||
19 | Registrant’s Insider Trading and Securities Compliance Policy. | 10-K | 19 | 12/31/2024 | ||||
21* | Subsidiaries of Registrant. | |||||||
23* | Consent of Independent Registered Public Accounting Firm—KPMG LLP. | |||||||
24* | Power of Attorney. | |||||||
31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |||||||
2025 Form 10-K / 79
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Incorporated by Reference | ||||||||
|---|---|---|---|---|---|---|---|---|
Exhibit | | Description | | Form | | Exhibit | | Filing Date/ |
31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |||||||
32** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
97.1† | Registrant’s Amended and Restated Compensation Recovery Policy. | 10-K | 97.1 | 12/31/2023 | ||||
101* | The following financial information from Reliance, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Equity, and (v) related notes to these consolidated financial statements. | |||||||
104* | Cover page interactive data file formatted as Inline XBRL (included in Exhibit 101). | |||||||
* Filed herewith. | ||||||||
** Furnished herewith. | ||||||||
† Indicates management contract or compensatory plan or arrangement | ||||||||
ITEM 16. FORM 10-K SUMMARY
None.
80 / 2025 Form 10-K
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on February 26, 2026.
RELIANCE, INC. | ||
By: | /s/ Arthur Ajemyan | |
Arthur Ajemyan | ||
Senior Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
POWER OF ATTORNEY
The officers and directors of Reliance, Inc. whose signatures appear below hereby constitute and appoint Karla R. Lewis and Arthur Ajemyan, or any of them, to act severally as attorneys-in-fact and agents, with power of substitution and resubstitution, for each of them in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities indicated on February 26, 2026.
Signatures | | Title |
|---|---|---|
/s/ Douglas W. Stotlar | Chair of the Board; Director | |
Douglas W. Stotlar | ||
/s/ Karla R. Lewis | President and Chief Executive Officer (Principal Executive Officer); Director | |
Karla R. Lewis | ||
/s/ Lisa L. Baldwin | Director | |
Lisa L. Baldwin | ||
/s/ Karen W. Colonias | Director | |
Karen W. Colonias | ||
/s/ Frank J. Dellaquila | Director | |
Frank J. Dellaquila | ||
/s/ James K. Kamsickas | Director | |
James K. Kamsickas | ||
/s/ Robert A. McEvoy | Director | |
Robert A. McEvoy | ||
/s/ David W. Seeger | Director | |
David W. Seeger | ||
/s/ John G. Sznewajs | Director | |
John G. Sznewajs | ||
2025 Form 10-K / 81
FAQ
What were Reliance (RS) net sales and growth in 2025?
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What are the key risks Reliance (RS) highlights in its 2025 10-K?
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