Form 8-K

8-K — RELIANCE, INC.

Accession: 0001171843-26-006744

Filed: 2026-10-21

Period: 2026-10-21

CIK: 0000861884

SIC: 5051 (WHOLESALE-METALS SERVICE CENTERS & OFFICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_102126.htm (Primary)

EX-99.1 — PRESS RELEASE (exh_991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_102126.htm · Sequence: 1

Form 8-K

False000086188400008618842026-10-212026-10-21iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2026

_______________________________

RELIANCE, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 001-13122 95-1142616

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

735 N. 19th Avenue

Phoenix, AZ 85009

(Address of Principal Executive Offices) (Zip Code)

(480) 564-5700

(Registrant's telephone number, including area code)

Not applicable

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.001 par value RS New York Stock Exchange

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

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

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

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

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

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On October 21, 2026, the Company issued a press release announcing financial results for the quarter ended September 30, 2026. Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated October 21, 2026 announcing the Company’s financial results for this period.

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

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not Applicable.

(b) Pro Forma Financial Information.

Not Applicable.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release dated October 21, 2026 (included herewith).

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

RELIANCE, INC.

Date: October 21, 2026 By: /s/ Arthur Ajemyan

Arthur Ajemyan

Senior Vice President, Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

Reliance, Inc. Reports Third Quarter 2026 Financial Results

Record net sales of $5.21 billion, up 13% sequentially, with record tons sold up 4.3%

EPS of $7.84; non-GAAP EPS of $8.02, up 120% year-over-year, significantly exceeding expectations

Pretax income of $531.9 million, up 115% year-over-year

Increased share repurchase program to $2.5 billion

PHOENIX, Oct. 21, 2026 (GLOBE NEWSWIRE) -- Reliance, Inc. (NYSE: RS) (“Reliance,” the “Company,” “we,” “our,” or “us”) today reported its financial results for the third quarter ended September 30, 2026.

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

Seq.

Nine Months Ended

September 30, YoY YoY

Q3 2026

Q2 2026

Chg

2026 2025 Chg Q3 2025

Chg

Income Statement Summary:

Net sales $ 5,213.2 $ 4,630.0 12.6% $ 13,869.2 $ 10,795.7 28.5% $ 3,651.2 42.8%

Gross profit1 $ 1,453.9 $ 1,300.5 11.8% $ 3,926.3 $ 3,152.8 24.5% $ 1,031.6 40.9%

Gross profit margin1 27.9% 28.1% (0.2) pts 28.3% 29.2% (0.9) pts 28.3% (0.4) pts

Non-GAAP gross profit margin1,2 28.0% 28.1% (0.1) pts 28.4% 29.3% (0.9) pts 28.3% (0.3) pts

LIFO expense (% of sales) 3.6% 2.4% 1.2 pts 2.4% 0.7% 1.7 pts 0.6% 3.0 pts

Non-GAAP gross profit margin – FIFO1,2 31.6% 30.5% 1.1 pts 30.8% 30.0% 0.8 pts 29.0% 2.6 pts

Pretax income $ 531.9 $ 429.8 23.8% $ 1,311.2 $ 814.4 61.0% $ 247.7 114.7%

Non-GAAP pretax expense (income) adjustments2 $ 12.3 $ (1.1 ) $ 15.5 $ 7.1 $ 3.7

Non-GAAP pretax income2 $ 544.2 $ 428.7 26.9% $ 1,326.7 $ 821.5 61.5% $ 251.4 116.5%

LIFO expense $ 187.5 $ 112.5 $ 337.5 $ 75.0 $ 25.0

Non-GAAP pretax income – FIFO2 $ 731.7 $ 541.2 35.2% $ 1,664.2 $ 896.5 85.6% $ 276.4 164.7%

Pretax income margin 10.2% 9.3% 0.9 pts 9.5% 7.5% 2.0 pts 6.8% 3.4 pts

Non-GAAP pretax income margin2 10.4% 9.3% 1.1 pts 9.6% 7.6% 2.0 pts 6.9% 3.5 pts

Non-GAAP pretax income margin – FIFO2 14.0% 11.7% 2.3 pts 12.0% 8.3% 3.7 pts 7.6% 6.4 pts

Net income – Reliance $ 402.9 $ 322.9 24.8% $ 990.7 $ 622.9 59.0% $ 189.5 112.6%

Diluted EPS $ 7.84 $ 6.29 24.6% $ 19.21 $ 11.74 63.6% $ 3.59 118.4%

Non-GAAP diluted EPS2 $ 8.02 $ 6.27 27.9% $ 19.43 $ 11.84 64.1% $ 3.64 120.3%

LIFO expense per diluted share2 $ 2.74 $ 1.64 $ 4.91 $ 1.06 $ 0.35

Non-GAAP diluted EPS – FIFO2 $ 10.76 $ 7.91 36.0% $ 24.34 $ 12.90 88.7% $ 3.99 169.7%

Balance Sheet and Cash Flow Data:

Cash provided by operations $ 212.0 $ 162.2 30.7% $ 525.6 $ 555.3 (5.3)% $ 261.8 (19.0)%

Free cash flow2 $ 133.0 $ 68.8 93.3% $ 289.0 $ 299.6 (3.5)% $ 180.6 (26.4)%

Net debt / total capital2 15.3% 16.2% 15.3% 13.3% 13.3%

Net debt / EBITDA2 0.8x 0.9x 0.8x 0.9x 0.9x

Total debt / EBITDA2 0.9x 1.1x 0.9x 1.1x 1.1x

Capital Allocation Data:

Acquisitions, net $ – $ – $ – $ 2.8 $ –

Capital expenditures $ 79.0 $ 93.4 $ 236.6 $ 255.7 $ 81.2

Dividends $ 63.8 $ 63.8 $ 194.2 $ 191.2 $ 62.9

Share repurchases $ 44.7 $ – $ 278.9 $ 394.0 $ 60.9

Key Business Metrics:

Tons sold 1,867.2 1,790.1 4.3% 5,330.0 4,859.4 9.7% 1,615.5 15.6%

Average selling price per ton sold $ 2,815 $ 2,602 8.2% $ 2,618 $ 2,229 17.5% $ 2,271 24.0%

Please refer to the footnotes at the end of this press release for additional information.

Management Commentary

“Reliance delivered an exceptional third quarter with record quarterly net sales and our third-highest quarterly earnings per share. We capitalized on a favorable market environment, characterized by continued healthy demand and tight supply, leading to increased price levels for most carbon steel products. Our long-term strategy of supporting both our valued customers and key domestic mill partners positioned us particularly well to benefit from these dynamics,” said Karla Lewis, President and Chief Executive Officer of Reliance. “Our scale, product diversification, expansive value-added processing capabilities, and ability to source the inventory our customers need, led by the strong execution of our teams in the field, drove our exceptional results. The U.S. Department of Homeland Security border wall contract we were awarded earlier this year continued to ramp and delivered another meaningful contribution to third quarter earnings. Our smart, profitable growth strategy once again produced record quarterly tons shipped, contributing to non-GAAP diluted earnings per share of $8.02, up 120% year-over-year.”

Mrs. Lewis continued, “Our strong balance sheet and ample liquidity continue to provide us the flexibility to concurrently invest in our businesses, pursue strategic growth opportunities, and return capital to our stockholders. Looking ahead, we believe Reliance remains exceptionally well positioned as customer optimism remains high and strengthens across infrastructure, semiconductor, general manufacturing, and aerospace. Together, our proven business model, outstanding team, and current market dynamics give us confidence in our ability to gain market share and invest through cycles to continue driving profitable growth and strong stockholder returns.”

Third Quarter 2026 Financial Highlights

Earnings per share were $7.84 and non‑GAAP earnings per diluted share were $8.02, significantly exceeding management’s guidance of $6.40 to $6.60 and up 120% year-over-year. Results also include $2.74 per share of LIFO expense compared to management’s expectation of $1.10, representing an incremental $1.64 per share negative impact, primarily due to higher-than-anticipated carbon steel product costs. In addition, third quarter earnings include a $0.74 per share contribution from the U.S. border wall project, exceeding management’s expectation of approximately $0.60 per share.

Quarterly tons sold increased 4.3% sequentially, including a 3.7% contribution from the U.S. border wall project. Excluding the border wall project, tons sold increased 0.6% sequentially, exceeding management’s expectation of a 2% to 4% decline. Reliance’s third quarter year-over-year growth in tons sold of 15.6% includes a 9.4% contribution from the border wall project and exceeds the industry-wide increase of 10.1% reported by the Metals Service Center Institute (“MSCI”).

Average selling price per ton sold increased 8.2% sequentially, which includes a 1.7% product mix-related reduction attributable to the U.S. border wall project, exceeding management’s expectation of flat to up 2.0% due to stronger-than-anticipated carbon steel pricing.

Gross profit of $1.45 billion represented the second-highest quarterly result in the Company’s history, as gross profit dollars per ton continued to increase in the third quarter across carbon and stainless steel products and remained historically strong for aluminum products. Gross profit margin of 27.9% decreased 20 basis points sequentially due to increased LIFO expense associated with carbon steel costs rising significantly more than anticipated and product mix impact associated with the U.S. border wall project. Non‑GAAP FIFO gross profit margin, which represents management’s ongoing assessment of operating performance, increased 110 basis points sequentially to 31.6% despite a 60 basis point year-over-year reduction attributable to the U.S. border wall project. The project’s below-average operating costs per ton contributed 40 basis points of year-over-year pretax income margin expansion during the third quarter, despite its dilutive impact on gross profit margin.

Higher shipments and improved gross profit per ton, supported by pricing discipline and continued market share gains, together with the contribution from the U.S. border wall project, drove a 116% year-over-year increase in non-GAAP pretax income to $544.2 million.

End Market Commentary

Non-residential construction demand (including infrastructure), Reliance’s largest end market by tons, improved compared to the third quarter of 2025. Strong demand from data centers, energy infrastructure and public infrastructure projects continued to offset softness in various non-residential construction sectors. The Company expects non-residential construction demand levels to remain solid in the fourth quarter of 2026, subject to normal seasonality and potential headwinds from supply availability.

Demand across the broader manufacturing end market Reliance serves improved compared to the third quarter of 2025, supported by continued strength in industrial machinery, shipbuilding, military, and construction machinery sectors. The Company anticipates demand for its products across the broader manufacturing sector will remain healthy in the fourth quarter of 2026 subject to the customary seasonal slowdown.

Demand in aerospace improved compared to the third quarter of 2025. Reliance anticipates commercial aerospace demand to modestly improve in the fourth quarter of 2026, with gradual build-rate increases and growing backlogs supporting continued improvement. Demand in the defense and space-related portions of Reliance’s aerospace business is expected to remain robust in the fourth quarter of 2026.

Demand for the toll processing services Reliance provides to the automotive market improved from the third quarter of 2025. The Company expects demand for automotive toll processing to remain at healthy levels in the fourth quarter of 2026. Reliance’s toll processing operations remain flexible and able to quickly adapt to the variable demands of the automotive market.

Demand for certain products Reliance sells into the semiconductor market meaningfully improved compared to the third quarter of 2025, supported by increasing data center activity. The Company anticipates demand for its semiconductor products will continue to improve in the fourth quarter of 2026.

Balance Sheet, Cash Flow and Stockholder Returns

As of September 30, 2026, Reliance had $246.0 million of cash and cash equivalents and total debt of $1.6 billion, including $495 million outstanding under its $1.5 billion revolving credit facility. Cash flow from operations was $212.0 million in the third quarter of 2026, despite a significant investment in working capital driven by robust shipment volumes and higher metals prices.

The Company returned approximately $109 million to its stockholders in the third quarter of 2026 paying dividends of $64 million and repurchasing $45 million of its shares at an average price of approximately $395 per share. Reliance’s 2026 share repurchases have reduced outstanding common shares by 3% year-over-year. On October 20, 2026, Reliance’s Board of Directors approved an amendment to Reliance’s existing share repurchase plan, increasing the repurchase authorization to $2.5 billion without a set expiration date. Since 2021, Reliance has repurchased $3.4 billion of its common stock at an average price of approximately $236 per share, reducing issued and outstanding common shares by 23%.

On October 20, 2026, the Board of Directors declared a quarterly cash dividend of $1.25 per share of common stock, payable on December 4, 2026 to stockholders of record as of November 20, 2026.

Fourth Quarter 2026 Business Outlook

Reliance anticipates fourth quarter 2026 demand to remain at healthy levels across its key products and end markets, despite ongoing domestic and international trade policy uncertainty and the continued conflicts in Iran and Ukraine, which could pose supply availability and macroeconomic risks.

Excluding the impact of the border wall project, the Company estimates tons sold in the fourth quarter of 2026 will be up 4.0% to 6.0% compared to the fourth quarter of 2025, and, consistent with seasonal trends, down 5.5% to 7.5% compared to the third quarter of 2026. Including an estimated 9.5% year-over-year contribution from the U.S. border wall project, we anticipate tons sold will be up 13.5% to 15.5% compared to the fourth quarter of 2025.

Reliance expects its average selling price per ton sold for the fourth quarter of 2026 will be up 1.0% to 3.0% compared to the third quarter of 2026.

Based on these assumptions, and inclusive of LIFO expense of $112.5 million, or $1.64 per diluted share, the Company anticipates non‑GAAP earnings per diluted share in the range of $7.40 to $7.60 for the fourth quarter of 2026, up over 200% year‑over‑year. This outlook includes approximately $0.70 of earnings per share from shipments associated with the U.S. border wall project at pretax income margin levels above the Company average.

Conference Call Details

Reliance will host a conference call and simultaneous webcast to discuss its third quarter 2026 financial results and business outlook on Thursday, October 22, 2026 at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time. To listen to the live call by telephone, please dial (877) 407-0792 (U.S. and Canada) or (201) 689-8263 (International) approximately 10 minutes prior to the start time and use conference ID: 13762971. A live listen-only webcast of the conference call will be available in the Investors section of the Company’s website at investor.reliance.com.

For those unable to participate during the live webcast, a replay of the call will also be available beginning that same day at 2:00 p.m. Eastern Time until 11:59 p.m. Eastern Time on November 5, 2026, by dialing (844) 512-2921 (U.S. and Canada) or (412) 317-6671 (International) and entering the conference ID: 13762971. A replay of the webcast will remain available at investor.reliance.com for 90 days.

About Reliance, Inc.

With over 85 years of operating experience, Reliance, Inc. (NYSE: RS) is a leading global diversified metal solutions provider and the largest metals service center company in North America. Through a network of approximately 310 locations in 41 states and 10 countries outside of the United States, Reliance provides value-added metals processing services and distributes a full line of over 100,000 metal products to more than 125,000 customers in a broad range of industries. Reliance focuses on small orders with quick turnaround and value-added processing services. In 2025, Reliance’s average order size was $3,120, approximately 49% of orders included value-added processing, and approximately 40% of orders were delivered within 24 hours. Reliance’s press releases and additional information are available on the Company’s website at reliance.com.

Forward-Looking Statements

This press release contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, discussions of Reliance’s: industry and end markets; business strategies; acquisitions; expectations concerning the Company’s future growth and profitability; ability to generate industry-leading returns for its stockholders; future demand and metals pricing; results of operations; margins; profitability; taxes; liquidity; cash flows; capital expenditures; expectations for and impacts from macroeconomic conditions, including inflation and the possibility of an economic recession or slowdown; anticipated effects from regulations and 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.

These forward-looking statements are based on management’s estimates, projections and assumptions as of today’s date that may not prove to be accurate. Forward-looking statements involve known and unknown risks and uncertainties and are not guarantees of future performance. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements as a result of various important factors, including, but not limited to, actions taken by Reliance, as well as developments beyond its control, including, but not limited to: changes in domestic and worldwide political and economic conditions; changes in U.S. and foreign trade policies and programs, including tariffs and trade policies and programs specifically affecting metals product markets and pricing; slowing economic growth, inflation, rising unemployment or other macroeconomic factors that could materially impact Reliance, its customers and suppliers; metals pricing; demand for Reliance’s products and services; the possibility that the expected benefits of government contracts, including the U.S. border wall project, acquisitions and capital expenditures may not materialize as expected; and the impacts of labor constraints and supply chain disruptions. Deteriorations in economic conditions, including as a result of tariffs or trade barriers, economic policies, inflation, economic recession, slowing growth, outbreaks of infectious disease, or geopolitical conflicts such as in Ukraine and Iran, could lead to a decline in demand for the Company’s products and services and negatively impact its business, and may also impact financial markets and corporate credit markets which could adversely impact the Company’s access to financing or the terms of any financing. The Company cannot at this time predict all of the impacts of domestic and foreign tariffs and trade policies, inflation, product price fluctuations, economic recession, outbreaks of infectious disease, or geopolitical conflicts and related economic effects, but these factors, individually or in any combination, could have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.

The statements contained in this press release speak only as of the date hereof, and Reliance disclaims any and all obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason, except as may be required by law. Important risks and uncertainties about Reliance’s business can be found in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in other documents Reliance files or furnishes with the United States Securities and Exchange Commission.

CONTACT:

(213) 576-2428

investor@reliance.com

or Addo Investor Relations

(310) 829-5400

(Tables to follow)

Q3 2026 Major Commodity Metrics

Tons Sold (tons in thousands; % chg) Avg. Selling Price per Ton Sold (% chg)

Q3 2026

Q2 2026

Seq. Chg

Q3 2025

YoY Chg

Seq. Chg

YoY Chg

Carbon steel 1,570.4 1,480.2 6.1% 1,326.1 18.4% 12.1% 29.5%

Aluminum 85.5 86.0 (0.6% ) 80.4 6.3% 3.5% 30.4%

Stainless steel 81.6 81.3 0.4% 75.9 7.5% 6.5% 20.6%

Alloy 30.2 36.6 (17.5% ) 29.7 1.7% 21.6% 15.0%

Copper & brass 5.8 5.8 — 5.6 3.6% 4.4% 20.2%

Sales ($ in millions; % chg)

Q3 2026

Q2 2026

Seq. Chg

Q3 2025

YoY Chg

Carbon steel $ 3,119.3 $ 2,621.4 19.0% $ 2,032.5 53.5%

Aluminum $ 861.7 $ 837.9 2.8% $ 621.5 38.6%

Stainless steel $ 634.9 $ 595.2 6.7% $ 489.9 29.6%

Alloy $ 186.8 $ 186.2 0.3% $ 159.6 17.0%

Copper & brass $ 129.1 $ 123.7 4.4% $ 102.6 25.8%

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

Tons Sold (tons in thousands; % chg) Avg. Selling Price per Ton Sold (% chg)

2026 2025 YoY Chg

YoY Chg

Carbon steel 4,434.5 3,996.9 10.9% 20.0%

Aluminum 256.6 248.3 3.3% 28.6%

Stainless steel 241.1 227.4 6.0% 12.6%

Alloy 99.8 92.3 8.1% 5.5%

Copper & brass 16.5 16.1 2.5% 22.0%

Sales ($ in millions; % chg)

2026 2025 YoY Chg

Carbon steel $ 7,958.8 $ 5,980.9 33.1%

Aluminum $ 2,454.2 $ 1,847.0 32.9%

Stainless steel $ 1,769.1 $ 1,482.3 19.3%

Alloy $ 553.6 $ 485.5 14.0%

Copper & brass $ 354.7 $ 283.2 25.2%

Sales by Product

Nine Months Ended

September 30,

Q3 2026

Q2 2026

Q3 2025

2026 2025

Carbon steel structurals 13% 12% 12% 12% 12%

Carbon steel tubing 13% 12% 9% 12% 9%

Carbon steel plate 12% 11% 12% 12% 12%

Hot-rolled steel sheet & coil 9% 9% 9% 9% 9%

Galvanized steel sheet & coil 5% 5% 5% 5% 5%

Carbon steel bar 4% 4% 5% 4% 5%

Cold-rolled steel sheet & coil 2% 2% 2% 2% 2%

Carbon steel 58% 55% 54% 56% 54%

Heat-treated aluminum plate 5% 5% 5% 5% 5%

Common alloy aluminum sheet & coil 5% 5% 5% 5% 5%

Aluminum bar & tube 4% 5% 5% 5% 5%

Common alloy aluminum plate 1% 1% 1% 1% 1%

Heat-treated aluminum sheet & coil 1% 1% 1% 1% 1%

Aluminum 16% 17% 17% 17% 17%

Stainless steel bar & tube 6% 6% 6% 6% 6%

Stainless steel sheet & coil 4% 4% 5% 4% 5%

Stainless steel plate 2% 2% 2% 2% 2%

Stainless steel 12% 12% 13% 12% 13%

Alloy 3% 4% 4% 4% 4%

Copper & brass 2% 3% 3% 2% 3%

Miscellaneous* 5% 5% 5% 5% 5%

Toll processing & logistics 4% 4% 4% 4% 4%

Other 9% 9% 9% 9% 9%

Total 100% 100% 100% 100% 100%

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

RELIANCE, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except shares in thousands and per share amounts)

Three Months Ended

Nine Months Ended

September 30,

2026 2025 2026 2025

Net sales $ 5,213.2 $ 3,651.2 $ 13,869.2 $ 10,795.7

Costs and expenses:

Cost of sales (exclusive of depreciation and amortization shown below) 3,759.3 2,619.6 9,942.9 7,642.9

Warehouse, delivery, selling, general and administrative (“SG&A”) 829.7 701.3 2,353.9 2,097.5

Depreciation and amortization 70.1 70.5 208.8 208.9

Impairment 2.0 – 2.0 –

4,661.1 3,391.4 12,507.6 9,949.3

Operating income 552.1 259.8 1,361.6 846.4

Other (income) expense:

Interest expense 18.4 14.4 52.0 40.2

Other expense (income), net 1.8 (2.3 ) (1.6 ) (8.2 )

Income before income taxes 531.9 247.7 1,311.2 814.4

Income tax provision 128.5 57.7 318.6 189.7

Net income 403.4 190.0 992.6 624.7

Less: net income – noncontrolling interests 0.5 0.5 1.9 1.8

Net income – Reliance $ 402.9 $ 189.5 $ 990.7 $ 622.9

Earnings per share:

Basic $ 7.90 $ 3.61 $ 19.34 $ 11.82

Diluted $ 7.84 $ 3.59 $ 19.21 $ 11.74

Weighted average shares outstanding:

Basic 51,019 52,482 51,232 52,720

Diluted 51,388 52,817 51,577 53,044

Cash dividends declared per common share $ 1.25 $ 1.20 $ 3.75 $ 3.60

RELIANCE, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in millions, except shares in thousands and par value)

September 30,

December 31,

2026 2025*

Assets

Current assets:

Cash and cash equivalents $ 246.0 $ 216.6

Accounts receivable, less allowance for credit losses of $23.4 and $22.1 2,477.2 1,539.9

Inventories 2,482.5 2,187.8

Prepaid expenses and other current assets 169.7 165.6

Income taxes receivable 4.8 31.2

Total current assets 5,380.2 4,141.1

Property, plant and equipment, net 2,671.1 2,633.3

Operating lease right-of-use assets 321.3 315.2

Goodwill 2,173.8 2,169.9

Intangible assets, net 935.7 960.1

Cash surrender value of life insurance policies, net 30.2 48.0

Other long-term assets 102.8 105.7

Total assets $ 11,615.1 $ 10,373.3

Liabilities and Equity

Current liabilities:

Accounts payable $ 649.4 $ 375.2

Accrued expenses 190.0 150.0

Accrued compensation and retirement benefits 257.2 198.1

Accrued insurance costs 62.5 56.4

Current maturities of long-term debt – 0.7

Current maturities of operating lease liabilities 67.9 67.7

Income taxes payable 80.1 –

Total current liabilities 1,307.1 848.1

Long-term debt 1,639.3 1,420.2

Operating lease liabilities 259.0 250.9

Long-term retirement benefits 27.1 24.9

Other long-term liabilities 75.1 74.1

Deferred income taxes 574.1 575.6

Total liabilities 3,881.7 3,193.8

Commitments and contingencies

Equity:

Preferred stock, $0.001 par value: 5,000 shares authorized; none issued or outstanding – –

Common stock and additional paid-in capital, $0.001 par value and 200,000 shares authorized

Issued and outstanding shares—50,942 and 51,735 0.1 0.1

Retained earnings 7,813.1 7,257.6

Accumulated other comprehensive loss (89.5 ) (87.6 )

Total Reliance stockholders’ equity 7,723.7 7,170.1

Noncontrolling interests 9.7 9.4

Total equity 7,733.4 7,179.5

Total liabilities and equity $ 11,615.1 $ 10,373.3

* Derived from audited financial statements.

RELIANCE, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Nine Months Ended

September 30,

2026 2025

Operating activities:

Net income $ 992.6 $ 624.7

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 208.8 208.9

Impairment 2.0 –

Stock-based compensation 55.6 43.2

Other 8.6 (9.1 )

Changes in operating assets and liabilities:

Accounts receivable (938.6 ) (331.0 )

Inventories (293.3 ) (275.4 )

Prepaid expenses and other assets 80.6 154.4

Accounts payable and other liabilities 409.3 139.6

Net cash provided by operating activities 525.6 555.3

Investing activities:

Acquisitions – (2.8 )

Purchases of property, plant and equipment (236.6 ) (255.7 )

Proceeds from sales of property, plant and equipment 16.2 13.8

Other 4.5 12.0

Net cash used in investing activities (215.9 ) (232.7 )

Financing activities:

Proceeds from long-term debt borrowings 2,248.0 2,062.0

Principal payments on long-term debt (2,030.7 ) (1,824.0 )

Cash dividends and dividend equivalents (194.2 ) (191.2 )

Share repurchases (278.9 ) (394.0 )

Taxes paid on net-settled restricted stock units (15.3 ) (11.8 )

Excise tax on repurchase of common shares (5.4 ) (10.0 )

Other (4.2 ) (18.2 )

Net cash used in financing activities (280.7 ) (387.2 )

Effect of exchange rate changes on cash and cash equivalents 0.4 7.7

Increase (decrease) in cash and cash equivalents 29.4 (56.9 )

Cash and cash equivalents, beginning balance 216.6 318.1

Cash and cash equivalents, ending balance $ 246.0 $ 261.2

Supplemental cash flow information:

Interest paid $ 49.2 $ 37.8

Income taxes paid, net $ 213.6 $ 115.7

RELIANCE, INC.

NON-GAAP RECONCILIATION

(in millions, except per share amounts)

Net Income Diluted EPS

Three Months Ended

September 30,

June 30,

September 30,

June 30,

September 30,

2026 2026 2025 2026 2026 2025

Net income – Reliance $ 402.9 $ 322.9 $ 189.5 $ 7.84 $ 6.29 $ 3.59

Impairment and restructuring charges 2.4 1.1 1.2 0.05 0.02 0.02

Settlement charges 9.9 1.5 2.2 0.19 0.03 0.04

Debt financing expenses – – 0.3 – – 0.01

Gains on non-core asset sales – (3.7 ) – – (0.07 ) –

Income tax (benefit) expense on adjustments (3.1 ) 0.3 (0.9 ) (0.06 ) – (0.02 )

Non-GAAP net income – Reliance 412.1 322.1 192.3 8.02 6.27 3.64

LIFO expense, net of tax 140.6 84.4 18.8 2.74 1.64 0.35

Non-GAAP net income – FIFO $ 552.7 $ 406.5 $ 211.1 $ 10.76 $ 7.91 $ 3.99

Net Income Diluted EPS

Nine Months Ended

September 30,

2026 2025 2026 2025

Net income – Reliance $ 990.7 $ 622.9 $ 19.21 $ 11.74

Impairment and restructuring charges 7.3 13.7 0.14 0.26

Settlement charges 11.9 2.2 0.23 0.04

Debt financing expenses – 0.3 – –

Gains on non-core asset sales (3.7 ) (9.1 ) (0.07 ) (0.17 )

Income tax benefit on adjustments (3.9 ) (1.7 ) (0.08 ) (0.03 )

Non-GAAP net income – Reliance 1,002.3 628.3 19.43 11.84

LIFO expense, net of tax 253.1 56.3 4.91 1.06

Non-GAAP net income – FIFO $ 1,255.4 $ 684.6 $ 24.34 $ 12.90

Three Months Ended Nine Months Ended

September 30,

June 30,

September 30,

2026 2026 2025 2026 2025

Pretax income $ 531.9 $ 429.8 $ 247.7 $ 1,311.2 $ 814.4

Impairment and restructuring charges 2.4 1.1 1.2 7.3 13.7

Settlement charges 9.9 1.5 2.2 11.9 2.2

Debt financing expenses – – 0.3 – 0.3

Gains on non-core asset sales – (3.7 ) – (3.7 ) (9.1 )

Total non-GAAP pretax expense (income) adjustments 12.3 (1.1 ) 3.7 15.5 7.1

Non-GAAP pretax income 544.2 428.7 251.4 1,326.7 821.5

LIFO expense 187.5 112.5 25.0 337.5 75.0

Non-GAAP pretax income – FIFO $ 731.7 $ 541.2 $ 276.4 $ 1,664.2 $ 896.5

Three Months Ended Nine Months Ended

September 30,

June 30,

September 30,

2026 2026 2025 2026 2025

Gross profit – LIFO $ 1,453.9 $ 1,300.5 $ 1,031.6 $ 3,926.3 $ 3,152.8

Settlement charge 4.4 – – 4.4 –

Restructuring charges – 0.4 0.8 1.4 8.9

Non-GAAP gross profit 1,458.3 1,300.9 1,032.4 3,932.1 3,161.7

LIFO expense 187.5 112.5 25.0 337.5 75.0

Non-GAAP gross profit – FIFO $ 1,645.8 $ 1,413.4 $ 1,057.4 $ 4,269.6 $ 3,236.7

Gross profit margin – LIFO 27.9% 28.1% 28.3% 28.3% 29.2%

Settlement charges (% of sales) 0.1% – – 0.1% –

Restructuring charges (% of sales) – – – – 0.1%

Non-GAAP gross profit margin 28.0% 28.1% 28.3% 28.4% 29.3%

LIFO expense (% of sales) 3.6% 2.4% 0.6% 2.4% 0.7%

Non-GAAP gross profit margin – FIFO 31.6% 30.5% 29.0% 30.8% 30.0%

Certain percentages may not calculate due to rounding.

September 30,

June 30,

September 30,

2026 2026 2025

Total debt $ 1,645.0 $ 1,670.0 $ 1,389.1

Less: unamortized discounts and costs (5.7 ) (6.1 ) (7.3 )

Carrying amount of debt 1,639.3 1,663.9 1,381.8

Less: cash and cash equivalents (246.0 ) (235.4 ) (261.2 )

Net debt 1,393.3 1,428.5 1,120.6

Total Reliance stockholders’ equity 7,723.7 7,401.5 7,305.3

Total capital $ 9,117.0 $ 8,830.0 $ 8,425.9

Net debt / total capital 15.3% 16.2% 13.3%

Twelve Months Ended

September 30,

June 30,

September 30,

2026 2026 2025

Net income $ 1,109.5 $ 896.1 $ 730.7

Depreciation and amortization 278.1 278.5 279.5

Impairment 11.9 9.9 11.7

Interest expense 67.5 63.5 50.2

Income taxes 356.5 285.7 217.2

EBITDA $ 1,823.5 $ 1,533.7 $ 1,289.3

Net debt / EBITDA 0.8x 0.9x 0.9x

Total debt / EBITDA 0.9x 1.1x 1.1x

Three Months Ended Nine Months Ended

September 30,

June 30,

September 30,

2026 2026 2025 2026 2025

Cash provided by operations $ 212.0 $ 162.2 $ 261.8 $ 525.6 $ 555.3

Less: capital expenditures (79.0 ) (93.4 ) (81.2 ) (236.6 ) (255.7 )

Free cash flow $ 133.0 $ 68.8 $ 180.6 $ 289.0 $ 299.6

Reliance presents certain non‑GAAP measures, including non‑GAAP gross profit, pretax income, net income and earnings per share, to provide meaningful period‑to‑period comparisons of its operating performance. These non‑GAAP measures reflect adjustments for certain items, including impairment and restructuring charges related to the closure or reorganization of certain locations, non-recurring settlement charges, including the resolution of certain customs duty matters, non-recurring debt financing expenses related to a term loan agreement, and gains on the sale of non‑core property, plant and equipment, which can reduce the comparability of GAAP results across periods.

Reliance uses first‑in, first‑out (“FIFO”) gross profit, FIFO gross profit margin, and other FIFO‑based non-GAAP performance measures to assess its ongoing operating performance and provide a basis for comparison with competitors that do not use the last‑in, first‑out (“LIFO”) inventory accounting method. See footnote 1 for additional information regarding the Company’s gross profit and gross profit margin. In addition, Reliance presents net debt‑to‑EBITDA and total debt‑to‑EBITDA as measures of leverage used by management to monitor debt levels relative to operating performance, for which EBITDA is used as a proxy. Free cash flow is presented as a measure of cash generated by operations that may be used to repay scheduled debt maturities, fund additional growth initiatives, or be returned to stockholders.

Footnotes

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

2 See accompanying Non-GAAP Reconciliation.

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