RS 8-K Current Reports

Reliance 8-K Report, Financial Results (Oct 21, 2026)

Reliance, Inc. (NYSE: RS) reported third quarter 2026 results for the quarter ended September 30, 2026, furnishing a press release as Exhibit 99.1. Net sales were $5.21 billion, up 12.6% sequentially and 42.8% year-over-year, with record quarterly tons sold of 1,867.2 thousand, up 4.3% sequentially. Diluted EPS was $7.84 and non-GAAP diluted EPS was $8.02, up 120.3% year-over-year, significantly exceeding management's guidance of $6.40 to $6.60. Pretax income was $531.9 million, and non-GAAP pretax income was $544.2 million. Management attributed results to a favorable market with healthy demand and tight supply, price increases for most carbon steel products, and contributions from the U.S. border wall project, which contributed $0.74 per share. LIFO expense was $2.74 per diluted share, compared with management's expectation of $1.10, which weighed on GAAP gross profit margin of 27.9%. For the fourth quarter of 2026, Reliance expects non-GAAP diluted EPS of $7.40 to $7.60, including approximately $0.70 per share from the border wall project and LIFO expense of $112.5 million, or $1.64 per diluted share. Management expects tons sold including the border wall project to rise 13.5% to 15.5% year-over-year, and average selling price per ton to rise 1.0% to 3.0% sequentially. The company cited ongoing trade policy uncertainty and conflicts in Iran and Ukraine as risks to supply availability and macroeconomic conditions. Balance sheet and capital returns were also highlighted. Cash and cash equivalents were $246.0 million and total debt was $1.6 billion, including $495 million outstanding under its $1.5 billion revolving credit facility. Operating cash flow for the quarter was $212.0 million, and free cash flow was $133.0 million. The Board approved an increase in the share repurchase authorization to $2.5 billion with no set expiration, and declared a quarterly dividend of $1.25 per share payable December 4, 2026.

Oct 21, 2026 8-K

Reliance 8-K Report, Financial Results (Jul 22, 2026)

Reliance, Inc. (NYSE: RS) reported second quarter 2026 results for the period ended June 30, 2026, in a press release furnished as Exhibit 99.1. Net sales were $4.63 billion, up 15.0% sequentially from $4.03 billion in the first quarter, with record tons sold of 1,790.1 thousand, up 7.0% sequentially. Diluted EPS was $6.29 and non-GAAP diluted EPS was $6.27, up 21.5% sequentially and 42% year-over-year, above the high end of management's $5.15 to $5.35 guidance range. Pretax income was $429.8 million, up 41% year-over-year as reported in the release's commentary. Results absorbed $1.64 per share of LIFO expense versus management's $0.54 expectation, while the U.S. border wall project contributed $0.41 per share. Gross profit margin was 28.1%, down 100 basis points sequentially, mainly from higher LIFO expense and the border wall project. Non-GAAP FIFO gross profit margin rose to 30.5% from 30.1%. Cash provided by operations was $162.2 million and free cash flow was $68.8 million. The company had $235.4 million of cash and total debt of $1.7 billion, with $520 million drawn on its $1.5 billion revolver. No shares were repurchased in the quarter, and about $529 million remained under the repurchase program. The Board declared a quarterly dividend of $1.25 per share on July 17, 2026, payable August 28, 2026. For the third quarter of 2026, management expects non-GAAP EPS of $6.40 to $6.60, including about $0.60 per share from border wall shipments and LIFO expense of $75.0 million, or $1.10 per diluted share. Excluding the border wall project, tons sold are expected to decline 2% to 4% sequentially, with average selling price per ton up 1% to 3%. A conference call is scheduled for July 23, 2026.

Jul 22, 2026 8-K

Reliance 8-K Report, Shareholder Vote Results (May 21, 2026)

Reliance, Inc. held its Annual Meeting of Stockholders on May 20, 2026, and reported the voting results in this Form 8-K. All nine director nominees were elected to hold office until the next Annual Meeting and until their successors are elected and qualified. Lisa L. Baldwin, Karen W. Colonias, Frank J. Dellaquila, James K. Kamsickas, Karla R. Lewis, Robert A. McEvoy, David W. Seeger, Douglas W. Stotlar, and John G. Sznewajs each received more votes for than against. David W. Seeger drew the most opposition, with 6,745,019 votes against and 34,111,575 votes for. Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 39,282,052 votes for, 1,528,970 against, and 68,313 abstentions. They also ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2026, with 45,646,752 votes for, 328,448 against, and 18,548 abstentions. The filing reports 5,114,413 broker non-votes on the director election and say-on-pay items. A stockholder proposal requiring directors to leave the Board within nine months of failing to receive a majority vote was not approved, with 6,419,815 votes for, 34,315,008 against, and 144,512 abstentions. The filing reports the outcome of these votes and does not describe any board or management action arising from them.

May 21, 2026 8-K

Reliance 8-K Report, Financial Results (Apr 22, 2026)

Reliance, Inc. reported first-quarter 2026 results with net sales of $4.03 billion, up 15.1% sequentially and 15.5% year-over-year. Diluted EPS was $5.10, and non-GAAP diluted EPS was $5.16, up 37% year-over-year and above management's guidance of $4.50 to $4.70. Pretax income rose to $349.5 million, up 33% year-over-year. Management attributed the beat to record tons sold of 1,672.7 thousand, up 9.4% sequentially, and average selling price per ton of $2,414, up 5.3% sequentially. Gross profit margin was 29.1%, up 180 basis points sequentially but down 60 basis points from the prior-year quarter. LIFO expense was $0.54 per diluted share, above management's expectation of $0.36, mainly due to higher carbon steel and aluminum product costs. Cash flow and balance sheet metrics were mixed. Cash provided by operations was $151.4 million, reflecting a seasonal working capital increase, and free cash flow was $87.2 million. Total debt rose to $1.7 billion, including $550 million drawn on the $1.5 billion revolving credit facility. Net debt-to-EBITDA was 1.0x. Reliance returned about $301 million to stockholders in the quarter, including $234 million of share repurchases at an average price of about $299 per share. The Board declared a quarterly dividend of $1.25 per share, and the dividend was raised 4.2% in February. For the second quarter of 2026, Reliance guided to non-GAAP diluted EPS of $5.15 to $5.35, representing year-over-year growth of approximately 16% to 21%. The guidance expects tons sold to rise 1.0% to 3.0% sequentially and average selling price to rise 1.5% to 3.5% sequentially. It also includes an estimated $0.15 to $0.20 of EPS from shipments under the DHS border wall contract, which began in April 2026. The filing cites trade policy uncertainty and the Middle East conflict as risks.

Apr 22, 2026 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Reliance 8-K Report, Financial Results (Feb 18, 2026)

Reliance, Inc. (NYSE: RS) reported fourth quarter and full year 2025 results in a press release furnished as Exhibit 99.1. Fourth-quarter net sales were $3.5 billion, up 11.9% year-over-year but down 4.2% sequentially from Q3 2025. Record tons sold of 1,528.7 thousand in Q4 rose 5.8% year-over-year, while diluted EPS was $2.22 on a GAAP basis and non-GAAP diluted EPS was $2.40. Management attributed the EPS shortfall versus its $2.65 to $2.85 guidance mainly to a $0.25 per share net unfavorable year-end LIFO and income tax true-up impact. For full year 2025, net sales were $14.3 billion, up 3.3%, with record annual tons sold of 6.4 million, up 6.2%. GAAP diluted EPS declined 10.2% to $13.98, while non-GAAP FIFO diluted EPS rose 13.5% to $15.88 excluding LIFO effects. Capital returns were significant in 2025: the company repurchased $594.1 million of common stock, reducing outstanding shares by 4%, and paid $254.7 million in dividends. On February 13, 2026, the board declared a quarterly dividend of $1.25 per share, a 4.2% increase, payable March 20, 2026. Cash flow from operations for 2025 was $831.4 million, down from $1,429.8 million in 2024, and free cash flow was $502.5 million. Total debt was $1.43 billion at year-end, and net debt-to-total capital rose to 14.4% from 10.2% a year earlier. For the first quarter of 2026, management expects tons sold to rise 5% to 7% and average selling price per ton to rise 3% to 5% versus Q4 2025, with non-GAAP diluted EPS guided to $4.50 to $4.70, including $25 million of LIFO expense. Management cited healthy demand across non-residential construction, manufacturing and defense, while semiconductor demand remained under pressure.

Feb 18, 2026 8-K

Reliance 8-K Report, Financial Results (Oct 22, 2025)

Reliance, Inc. (NYSE: RS) reported third-quarter 2025 results, with net sales of $3.65 billion, record third-quarter tons sold, and EPS of $3.59 (non-GAAP EPS of $3.64). Net sales were up 6.2% year-over-year in tons sold, while gross profit margin was 28.3%, compared with 29.7% in the second quarter of 2025. LIFO expense was $25.0 million, or $0.35 per share, versus LIFO income of $50.0 million, or $0.68 per share, in the third quarter of 2024. Management said the company outperformed the industry by approximately nine percentage points, but cited trade policy uncertainty, competitive pricing pressure, and weakness in aerospace and semiconductor markets. For the fourth quarter of 2025, Reliance expects tons sold up 3.5% to 5.5% year-over-year and non-GAAP EPS in the range of $2.65 to $2.85. Management reiterated a long-term sustainable gross profit margin range of 29% to 31%. Cash provided by operations was $261.8 million in the quarter, and cash and equivalents were $261.2 million at September 30, 2025, against total debt of $1.39 billion. The company repurchased $60.9 million of stock in the quarter and declared a quarterly dividend of $1.20 per share. The filing also discloses a new Executive Severance Policy, adopted by the independent directors on October 21, 2025, for officers and certain key subsidiary employees. It provides lump-sum severance on termination without cause, including 12 months of base salary, a pro-rata bonus, 50% of target bonus, and up to 12 months of COBRA premiums, subject to a release and a clawback for cause discovered within 24 months.

Oct 22, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Reliance 8-K Report, Executive Changes (Oct 2, 2025)

Reliance, Inc. (NYSE: RS) filed this Form 8-K on October 2, 2025 to report that its Board of Directors increased in size from eight to nine members and appointed John G. Sznewajs as an independent director, effective October 1, 2025. His term expires at the Company's 2026 Annual Meeting of Stockholders. The filing states that Mr. Sznewajs was also appointed to the Audit Committee, will receive the non-employee director compensation described in the company's April 3, 2025 proxy statement, and has entered into the company's standard indemnification agreement. Mr. Sznewajs, 58, is a partner at Shore Capital, a lower middle-market private equity firm. From 2007 to 2023 he served as Vice President and Chief Financial Officer of Masco Corporation (NYSE: MAS), and he currently sits on the board of CMS Energy Corporation (NYSE: CMS), where he serves on the audit, finance, and executive committees. He holds a Bachelor of Arts in economics from Kalamazoo College and an MBA from The University of Chicago Booth School of Business. The filing states that there are no arrangements or understandings under which he was selected as a director and no material related-party interest under Item 404(a) of Regulation S-K. The press release, furnished as Exhibit 99.1 under Item 7.01 and not filed, states that following the appointment the Board will have nine members, eight of whom are independent. Chairman Douglas Stotlar and CEO Karla Lewis praised his financial and corporate strategy expertise. The filing does not report any change to financial results or guidance.

Oct 2, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Reliance 8-K Report, Material Agreement (Aug 15, 2025)

Reliance, Inc. (RS) entered into a Term Loan Agreement dated August 14, 2025, with Bank of America N.A. as administrative agent and a syndicate of lenders including Wells Fargo Bank, PNC Bank, U.S. Bank, and JPMorgan Chase Bank as co-syndication agents, documentation agent, and other lenders. The agreement provides a $400 million term loan that was fully drawn at closing and matures on August 14, 2028. The Company used the proceeds to repay its $400 million of senior unsecured notes maturing August 15, 2025. The term loan is unsecured and is not guaranteed by any of the Company's subsidiaries. Borrowings bear interest at either SOFR or a base rate, plus an applicable margin. The SOFR margin starts at 0.75% through delivery of the compliance certificate for the quarter ending September 30, 2025, and thereafter fluctuates between SOFR plus 0.75% and SOFR plus 1.25%, based on the Company's Total Net Leverage Ratio. A maximum Total Net Leverage Ratio is the only financial maintenance covenant. The agreement includes usual and customary representations, affirmative and negative covenants, and events of default, including change of control. The Company may voluntarily prepay the loan in whole or in part without premium or penalty, subject to certain conditions. The filing is a refinancing transaction that replaces maturing senior notes with a bank term loan. The filing does not state the Company's leverage levels or the reasons for choosing a floating-rate facility beyond the stated terms. The complete agreement is filed as Exhibit 10.1.

Aug 15, 2025 8-K

Reliance 8-K Report, Financial Results (Jul 23, 2025)

Reliance, Inc. (NYSE: RS) reported second-quarter 2025 results for the quarter ended June 30, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales were $3.66 billion, up 5.0% sequentially from $3.48 billion in Q1 2025 and up 0.5% year-over-year from $3.64 billion. Record second-quarter tons sold of 1,615.0 thousand rose 4.0% year-over-year, while average selling price per ton increased 6.1% sequentially to $2,273. Diluted EPS was $4.42 and non-GAAP diluted EPS was $4.43, up 17.5% from Q1 2025. Non-GAAP gross profit margin was 29.9%, within the company's stated sustainable range of 29% to 31%. Cash flow improved sequentially, with cash provided by operations of $229.0 million in Q2 versus $64.5 million in Q1, and free cash flow of $141.4 million. Six-month operating cash flow of $293.5 million fell 40.4% from $492.6 million a year earlier. Reliance repurchased $79.9 million of common stock in the quarter and declared a quarterly dividend of $1.20 per share. Total debt rose to $1.43 billion, and net debt-to-EBITDA was 0.9x. Management guided third-quarter 2025 tons sold down 1.0% to 3.0% sequentially, average selling price per ton down 1.0% to up 1.0%, and non-GAAP diluted EPS of $3.60 to $3.80, including $25.0 million of LIFO expense. Management said it expects some weakness in the third quarter, with carbon steel pricing lower and semiconductor demand still depressed.

Jul 23, 2025 8-K

Reliance 8-K Report, Shareholder Vote Results (May 27, 2025)

Reliance, Inc. (RS) filed this 8-K to report the results of its Annual Meeting of Stockholders, held via live webcast on May 21, 2025. Holders of 47,383,352 shares, or 89.59% of total shares outstanding as of the record date, were represented in person or by proxy. All eight director nominees were elected to serve until the next annual meeting, with Lisa L. Baldwin, Karen W. Colonias, Frank J. Dellaquila, James K. Kamsickas, Karla R. Lewis, Robert A. McEvoy, David W. Seeger and Douglas W. Stotlar receiving more votes for than against. David W. Seeger drew the largest number of against votes at 8,248,956. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 41,834,604 votes for, 2,270,934 against and 64,450 abstentions. The selection of KPMG LLP as the independent registered public accounting firm for fiscal year 2025 was ratified with 46,845,533 votes for, 510,088 against and 27,731 abstentions. For investors, the filing reflects routine governance outcomes: board slate elections, a say-on-pay vote, and auditor ratification, all approved by stockholders. The filing itself contains no financial results, guidance or transaction disclosures.

May 27, 2025 8-K

Reliance 8-K Report, Financial Results (Apr 23, 2025)

Reliance, Inc. (NYSE: RS) reported first quarter 2025 results for the period ended March 31, 2025, in a press release furnished under Item 2.02 as Exhibit 99.1. Net sales were $3.48 billion, up 9.0% year-over-year in tons sold, with a record 1.63 million tons sold (same-store tons sold up 5.6%). Gross profit margin (LIFO) was 29.7%, versus 31.0% in the prior-year quarter. Net income attributable to Reliance was $199.7 million, or diluted EPS of $3.74, compared with $5.23 a year earlier; non-GAAP diluted EPS was $3.77. Management said results were stronger than anticipated on shipment levels and gross profit margin, though LIFO expense of $25.0 million was above its $15.0 million LIFO income estimate. Cash flow and balance sheet items warrant attention. Cash provided by operations was $64.5 million and free cash flow was negative $22.4 million, reflecting a seasonal working capital investment. Total debt rose to $1.48 billion, including $330.0 million of revolver borrowings, and net debt-to-total capital increased to 14.4% from 10.2% at year-end 2024. The company repurchased $253.2 million of common stock in the quarter and declared a quarterly dividend of $1.20 per share. For the second quarter of 2025, Reliance expects tons sold to be down 1.0% to up 1.0% sequentially, average selling price per ton up 1% to 3% sequentially, and non-GAAP diluted EPS in the range of $4.50 to $4.70, including $25.0 million of LIFO expense ($0.35 per diluted share).

Apr 23, 2025 8-K

Reliance 8-K Report, Financial Results (Feb 19, 2025)

Reliance, Inc. (NYSE: RS) reported fourth quarter and full year 2024 results in a press release furnished as Exhibit 99.1. For full year 2024, net sales were $13.84 billion (down from $14.81 billion in 2023), diluted EPS was $15.56 (non-GAAP diluted EPS $15.92), and gross profit margin was 29.7%. Cash flow from operations was $1.43 billion, described as the third highest annual result in the company's history, and free cash flow was $999.2 million. Tons sold rose 4.0% for the year (1.0% on a same-store basis), while average selling price per ton fell 10.4% to $2,303. For the fourth quarter, net sales were $3.13 billion and diluted EPS was $1.93 (non-GAAP $2.22). Management said underlying results were stronger than anticipated, but the quarter absorbed a net unfavorable year-end LIFO and income tax true-up of $0.74 per share relative to the company's guidance assumptions of $2.65 to $2.85 non-GAAP EPS. Capital allocation remained heavily weighted toward shareholder returns: the company repurchased a record $1.09 billion of stock in 2024, reducing outstanding shares by 6% year over year, and declared a quarterly dividend of $1.20 per share, an increase of 9.1%. For the first quarter of 2025, the company expects tons sold to rise 6.0% to 8.0% sequentially and 3.0% to 5.0% year over year, with average selling price per ton expected to be down 1% to up 1% sequentially, and non-GAAP diluted EPS in the range of $3.30 to $3.50. The outlook assumes no significant trade policy disruption to carbon steel, stainless steel and aluminum markets and pricing.

Feb 19, 2025 8-K

Leadership Changes

Reliance 8-K Report, Executive Changes (Dec 17, 2024)

Reliance, Inc. (RS) disclosed in this Form 8-K, filed December 17, 2024 under Item 5.02, that director Mark V. Kaminski has notified the Company of his intention not to stand for reelection at the Company's 2025 Annual Meeting of Stockholders. Mr. Kaminski will remain a director and keep his committee memberships through that meeting. He has served on the board since 2004. The filing states that Mr. Kaminski's retirement is not due to any disagreement with the Company on matters relating to its operations, policies, or practices. The Company thanked him for his longstanding service. The filing is signed by William A. Smith II, Senior Vice President, General Counsel and Corporate Secretary. For investors, the disclosure is a routine board transition rather than a material change in operations or financial results. It signals a future board vacancy at the 2025 Annual Meeting, and the filing contains no financial figures.

Dec 17, 2024 8-K

Reliance 8-K Report, Financial Results (Oct 24, 2024)

Reliance, Inc. (NYSE: RS) reported third-quarter 2024 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales were $3.42 billion, down 5.6% from the prior-year quarter, while tons sold rose 7.1% year over year to 1,521.4 thousand tons. Gross profit margin was 29.4%, and diluted EPS was $3.61 compared with $4.99 a year earlier. Non-GAAP diluted EPS was $3.64. Management attributed the lower results to metals pricing that declined more than anticipated, partly offset by higher volume. Average selling price per ton sold fell 12.0% year over year. Net income attributable to Reliance was $199.2 million, down 32.5% from the prior-year quarter. Cash flow from operations was $463.9 million in the quarter, and free cash flow was $351.1 million. The company repurchased $432.0 million of stock, reducing outstanding shares by nearly 3%, and paid $60.6 million in dividends. Reliance declared a quarterly dividend of $1.10 per share and approved an amendment replenishing its share repurchase authorization to $1.5 billion with no set expiration. At September 30, 2024, cash and cash equivalents were $314.6 million and total outstanding debt was $1.28 billion. The company also completed the FerrouSouth toll processing acquisition on August 16, 2024, using cash on hand. For the fourth quarter of 2024, Reliance expects underlying demand to weaken temporarily across most of its end markets because of uncertainty around U.S. economic policy. It guided tons sold down 6.0% to 8.0% sequentially and up 4.0% to 6.0% year over year, and average selling price down 1.5% to 3.5% sequentially. It expects non-GAAP diluted EPS in the range of $2.65 to $2.85, and it anticipates the FIFO gross profit margin to stabilize.

Oct 24, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Reliance 8-K Report, Executive Changes (Oct 3, 2024)

Reliance, Inc. (NYSE: RS) filed a Current Report on Form 8-K dated October 3, 2024 to disclose board changes. On October 2, 2024, the Company announced it had increased the size of its Board of Directors from eight to nine members and appointed James K. Kamsickas as an independent director, effective October 1, 2024. Mr. Kamsickas, 57, is chairman and chief executive officer of Dana Incorporated (NYSE: DAN). His term expires at the 2025 Annual Meeting of Stockholders, and he has not yet been named to any Board committee. He will receive the standard compensation for non-employee directors and has entered into the Company's standard indemnification agreement. The filing also discloses a leadership transition. Mark Kaminski will step down as non-executive Chairman of the Board effective January 1, 2025, and will remain a Board member. On October 1, 2024, the Board unanimously appointed Douglas W. Stotlar, a director since October 2016, as independent non-executive Chairman effective January 1, 2025. Following Mr. Kamsickas's appointment, the Board will have nine members, eight of whom are independent. The announcement is primarily a governance update rather than a financial disclosure. The filing does not report financial results or guidance. The Company describes the chairman transition as part of its long-term succession plan and corporate governance best practices.

Oct 3, 2024 8-K

Reliance 8-K Report, Material Agreement (Sep 16, 2024)

Reliance, Inc. (RS) entered into a Second Amended and Restated Credit Agreement dated September 10, 2024, with Bank of America N.A. as Administrative Agent and a group of other lenders. The agreement amends and restates the company's existing credit agreement dated September 3, 2020. It provides a five-year, senior unsecured revolving credit facility of $1.5 billion, including a $150 million letter of credit sublimit and a $50 million swing line loan sublimit. As of September 10, 2024, the company had approximately $82 million of borrowings outstanding. Proceeds may be used for general corporate purposes, growth and stockholder return activities. Pricing is set at SOFR plus 1.00% initially, rising to a range of SOFR plus 1.00% to 1.50% based on the Total Net Leverage Ratio after delivery of the compliance certificate for the quarter ending September 30, 2024. The unused commitment fee is 0.10% initially, ranging from 0.10% to 0.20% per annum based on the same leverage ratio. The facility is not guaranteed by subsidiaries and is unsecured. The agreement removes the interest coverage ratio covenant from the existing agreement, leaving a maximum total net leverage ratio as the only financial maintenance covenant. The filing describes the new facility as a refinancing and modification of existing revolving credit terms, with customary representations, covenants, and events of default, including a change of control default. Borrowings may be prepaid at any time without premium. The full agreement is filed as Exhibit 10.1.

Sep 16, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Reliance 8-K Report, Financial Results (Jul 25, 2024)

Reliance, Inc. reported second quarter 2024 results for the quarter ended June 30, 2024, in a press release furnished as Exhibit 99.1. Net sales were $3.64 billion, essentially flat sequentially (0.0%) and down 6.1% year over year from $3,880.3 million. Diluted EPS was $4.67 versus $5.23 in the first quarter 2024 and $6.49 in the second quarter 2023, while non-GAAP diluted EPS was $4.65. Management attributed the decline mainly to lower carbon steel pricing, which reduced gross profit margin to 29.8% from 31.0% in the prior quarter. Tons sold rose 4.0% sequentially to 1,553.5 thousand, helped by the April 1, 2024 acquisitions of American Alloy Steel, Inc. and Mid-West Materials, Inc. Cash flow from operations was $366.3 million in the quarter, and the company repurchased $519.3 million of stock in the second quarter and $165.4 million in July 2024. Cash and cash equivalents were $350.8 million at June 30, 2024, against total debt of $1.15 billion, with no borrowings under its $1.5 billion revolving credit facility. The Board declared a quarterly dividend of $1.10 per share payable August 30, 2024. For the third quarter of 2024, Reliance expects tons sold to decline 2.5% to 4.5% sequentially and average selling price per ton to fall 2% to 4%, with gross profit margin under some pressure. Non-GAAP diluted EPS is expected in the range of $3.60 to $3.80.

Jul 25, 2024 8-K

Reliance 8-K Report, Executive Changes (May 16, 2024)

On May 15, 2024, Reliance, Inc. held its Annual Meeting of Stockholders by live webcast, with 50,921,721 shares represented in person or by proxy, or 88.67% of total shares outstanding as of the record date. Stockholders elected all eight nominees to the Board of Directors, approved on an advisory basis the compensation of the named executive officers, and ratified KPMG LLP as the independent registered public accounting firm for fiscal 2024. Stockholders also approved Amendment No. 2 to the Reliance, Inc. Second Amended and Restated 2015 Incentive Award Plan, which extends the plan's duration by five years through 2030. The material terms of the amended plan were described under Proposal No. 4 in the company's April 3, 2024 proxy statement, and the full amended plan is filed as Exhibit 10.1 to this report. For investors, the filing is primarily a governance update: director elections and the say-on-pay vote were approved, and the incentive plan now runs through 2030. The filing does not report financial results or operating performance.

May 16, 2024 8-K

Earnings & ResultsCorporate ChangesExhibits & Filings

Reliance 8-K Report, Financial Results (Apr 25, 2024)

Reliance, Inc. reported first quarter 2024 results for the period ended March 31, 2024, with net sales of $3.64 billion, a gross profit margin of 31.0%, diluted EPS of $5.23 and non-GAAP diluted EPS of $5.30. Net sales were up 9.2% sequentially from the fourth quarter of 2023 but down 8.1% year over year from $3,965.3 million in Q1 2023. Tons sold rose 10.3% sequentially to 1,494.0 thousand, while average selling price per ton fell 1.0% sequentially to $2,442. Management described a more challenging pricing environment than it had anticipated, while noting that its diversified end markets and value-added processing supported gross margin at the high end of its sustainable range. Cash generation weakened in the quarter. Cash provided by operations was $126.3 million, down from $525.6 million in the prior quarter and $384.6 million a year earlier, and free cash flow was $17.6 million. Reliance ended the quarter with $934.9 million of cash and cash equivalents, total debt of $1.15 billion, and no borrowings under its $1.5 billion revolving credit facility. The company paid $65.3 million in dividends and made no share repurchases in the quarter, while completing the Cooksey Iron & Metal acquisition on February 1, 2024 and, effective April 1, 2024, the American Alloy Steel and Mid-West Materials acquisitions. For the second quarter of 2024, Reliance expects tons sold to rise 2.5% to 4.5% sequentially, with about 2% of that growth from acquisitions, and expects average selling price per ton to fall 1% to 3%. It also anticipates short-term gross margin pressure as higher-cost inventory works through, and guided non-GAAP EPS to a range of $4.70 to $4.90. The board declared a quarterly dividend of $1.10 per share payable June 7, 2024.

Apr 25, 2024 8-K

Reliance 8-K Report, Financial Results (Feb 15, 2024)

Reliance, Inc. (filed under the name Reliance Steel & Aluminum Co.) reported fourth quarter and full year 2023 results on February 15, 2024, and announced a corporate name change effective February 14, 2024. For full year 2023, net sales were $14,805.9 million, down from $17,025.0 million in 2022, and diluted EPS was $22.64, compared with $29.92 a year earlier. Net income attributable to Reliance was $1,335.9 million versus $1,840.1 million. Fourth quarter diluted EPS was $4.70, against $4.99 in the prior quarter and $5.88 in the fourth quarter of 2022. Tons sold rose 3.7% for the full year to 5,779.2 thousand tons, while average selling price per ton fell 16.4% to $2,570. Cash flow from operations for 2023 was $1,671.3 million, and free cash flow was $1,202.5 million. The company repurchased $479.5 million of stock during 2023 and raised its quarterly dividend 10.0% to $1.10 per share. At December 31, 2023, cash and cash equivalents were $1.08 billion, total debt was $1.15 billion, and there were no borrowings under the $1.5 billion revolving credit facility. Net debt-to-EBITDA was 0.0x. The company completed the acquisition of Cooksey Iron & Metal Company on February 1, 2024, with annual net sales of approximately $90 million, and entered into a definitive agreement to acquire American Alloy Steel, Inc., with annual net sales of approximately $310 million, expected to close within 60 days subject to regulatory approval. For the first quarter of 2024, the company expects tons sold to rise 9% to 11% compared with the fourth quarter of 2023, average selling price per ton to rise 1.0% to 3.0%, and non-GAAP diluted EPS of $5.30 to $5.50. The stock continues to trade on the NYSE under ticker RS, with trading under the Reliance, Inc. name beginning February 26, 2024.

Feb 15, 2024 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Reliance 8-K Report, Financial Results (Oct 26, 2023)

Reliance Steel & Aluminum Co. reported third quarter 2023 results on October 26, 2023 (Exhibit 99.1). Net sales were $3.62 billion, down 14.7% from Q3 2022 and 6.6% from Q2 2023. Tons sold rose 1.1% year-over-year to 1,420.8 thousand but fell 4.3% sequentially, while average selling price per ton declined 16.0% year-over-year and 2.8% sequentially. Gross profit margin was 29.7%, GAAP diluted EPS was $4.99 and non-GAAP diluted EPS was $5.00. Net income attributable to Reliance was $295.0 million, versus $393.5 million a year earlier. Cash provided by operations was $466.0 million, and free cash flow was $340.5 million. Capital returns remained significant. The company repurchased $126.4 million of common stock in the quarter and replenished its share repurchase authorization to $1.5 billion with no set expiration date. Its board also declared a quarterly dividend of $1.00 per share, payable December 1, 2023. At September 30, 2023, cash and cash equivalents were $976.9 million, total debt was $1.15 billion, and the $1.5 billion revolving credit facility had no outstanding borrowings. Net debt-to-EBITDA was 0.1x. For the fourth quarter of 2023, the company expects non-GAAP diluted EPS of $3.70 to $3.90, tons sold growth of 3.5% to 5.5% year-over-year, a sequential tons decline of 4% to 6%, and a 4% to 6% sequential decline in average selling price per ton. Management cited a cautious outlook for automotive toll processing due to the ongoing UAW strike. The filing also discloses that director James D. Hoffman will retire from the board at the 2024 Annual Meeting of Stockholders, having informed the board on October 24, 2023.

Oct 26, 2023 8-K

Reliance 8-K Report, Financial Results (Jul 27, 2023)

Reliance Steel & Aluminum Co. reported second quarter 2023 results in Exhibit 99.1, a press release dated July 27, 2023. Net sales were $3.88 billion, down from $4.68 billion in the second quarter of 2022, while gross profit margin was 31.5% and diluted EPS was $6.49, compared with $9.15 a year earlier. Tons sold rose 1.9% year-over-year but fell 2.4% sequentially. Pretax income was $510.9 million and net income attributable to Reliance was $385.1 million. Cash flow from operations was $295.1 million in the quarter, and free cash flow was $164.9 million. Reliance ended the quarter with $816.3 million of cash and cash equivalents and total debt of $1.15 billion, with no borrowings under its $1.5 billion revolving credit facility. The company returned $132.5 million to stockholders through dividends and share repurchases, and completed the acquisition of Southern Steel Supply, LLC on May 1, 2023. The board declared a quarterly dividend of $1.00 per share. For the third quarter of 2023, the company expects tons sold to decline 2% to 4% sequentially but rise 1.5% to 3.5% year-over-year, and average selling price per ton to fall 2% to 4% sequentially. It anticipates non-GAAP diluted EPS of $4.90 to $5.10, with temporary pressure on gross profit margin from selling into a declining metal price environment.

Jul 27, 2023 8-K

Reliance 8-K Report, Shareholder Vote Results (May 18, 2023)

Reliance Steel & Aluminum Co. held its Annual Meeting of Stockholders on May 17, 2023, via live webcast, with 52,890,411 shares represented in person or by proxy, or 89.89% of the total shares outstanding as of the record date. Stockholders elected all nine nominees to the Board of Directors to serve until the next Annual Meeting, with each nominee receiving substantially more votes for than against. Lisa L. Baldwin, Karen W. Colonias, Frank J. Dellaquila, James D. Hoffman, Mark V. Kaminski, Karla R. Lewis, Robert A. McEvoy, David W. Seeger and Douglas W. Stotlar were the nominees listed in the filing. Stockholders approved, on an advisory basis, the compensation of the named executive officers with 48,227,575 votes for, 915,399 against and 42,259 abstentions. They also ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2023 with 52,463,018 votes for, 395,818 against and 31,575 abstentions. On the frequency of future say-on-pay votes, one year received 45,038,989 votes, two years received 13,638 and three years received 2,443,643, and the Board determined that advisory compensation votes will be held annually until the next required frequency vote. A stockholder proposal calling for a Board policy requiring separation of the Chairman and Chief Executive Officer roles was not approved, receiving 6,402,184 votes for, 41,995,519 against and 787,530 abstentions. The filing reports 3,705,178 broker non-votes on the director, compensation and proposal items where applicable.

May 18, 2023 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Reliance 8-K Report, Financial Results (Apr 27, 2023)

Reliance Steel & Aluminum Co. reported first quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales were $3.97 billion ($3,965.3 million), up 9.8% from the prior quarter and down 11.6% from the first quarter of 2022. Tons sold rose 17.7% sequentially to 1,520.1 thousand tons, while average selling price per ton fell 6.3% sequentially to $2,623. Gross profit margin was 30.9%, pretax income was $508.5 million (down 27.1% year over year), and diluted EPS was $6.43, compared with $8.33 a year earlier. Non-GAAP diluted EPS was $6.37. Management said results were well ahead of its expectations. Cash flow from operations was $384.6 million, compared with $808.7 million in the fourth quarter of 2022, and free cash flow was $281.7 million. At March 31, 2023, cash and cash equivalents were $816.2 million, total debt was $1.16 billion, and there were no borrowings under the $1.5 billion revolving credit facility. The company redeemed all $500 million of senior unsecured notes on January 15, 2023. Net debt-to-EBITDA was 0.1x and total debt-to-EBITDA was 0.5x. Capital returns continued during the quarter. The company paid dividends of $62.0 million and repurchased $38.9 million of stock. On April 25, 2023, the Board declared a quarterly dividend of $1.00 per share, payable June 9, 2023. For the second quarter of 2023, the company expects tons sold to be flat to down 2% sequentially and average selling price to be flat to up 2%, with non-GAAP diluted EPS in the range of $6.40 to $6.60.

Apr 27, 2023 8-K

Reliance 8-K Report, Financial Results (Feb 16, 2023)

Reliance Steel & Aluminum Co. reported record full-year 2022 results in its Item 2.02 filing dated February 16, 2023, attaching a press release (Exhibit 99.1) for the quarter and year ended December 31, 2022. For full-year 2022, net sales were a record $17.03 billion, up 20.8% from 2021, and pretax income was a record $2.43 billion with a 14.3% pretax margin. Diluted EPS was a record $29.92, and non-GAAP diluted EPS was $30.03. Fourth-quarter net sales were $3.61 billion, down 15.0% sequentially, on tons sold down 8.2% from the third quarter. Fourth-quarter diluted EPS was $5.88, compared with $6.45 in the third quarter. Cash flow and balance sheet were strong. Cash from operations was a record $2.12 billion for 2022, and free cash flow was $1.78 billion. Cash and cash equivalents ended the year at $1.17 billion, and total debt was $1.66 billion with no borrowings under the $1.5 billion revolver. The company repurchased $630.3 million of stock in 2022, and its Board declared a quarterly dividend of $1.00 per share, an increase of 14.3%. The company also guided to first-quarter 2023 tons sold up 11% to 13% sequentially and non-GAAP diluted EPS of $5.40 to $5.60. The filing also reports that Director John G. Figueroa will retire from the Board and will not stand for reelection at the 2023 Annual Meeting, with no disagreement with the Company cited. He will continue to serve until the meeting as a member of the Compensation and Nominating and Governance Committees.

Feb 16, 2023 8-K

Other Events

Reliance 8-K Report, Corporate Update (Jan 19, 2023)

Reliance Steel & Aluminum Co. filed this Form 8-K under Item 8.01 (Other Events) to report that on January 15, 2023 it completed the previously announced redemption of all of its outstanding 4.500% Senior Notes due April 15, 2023. The aggregate principal amount redeemed was $500,000,000 (i.e., $500 million). The notes were redeemed under the terms of an Indenture dated April 12, 2013, at a price equal to 100% of principal amount, plus accrued and unpaid interest, if any, up to but excluding January 15, 2023. For investors, the filing is a routine debt-retirement notice rather than a change in operating results or guidance. It confirms that the company eliminated the full $500 million of these senior notes ahead of their scheduled April 2023 maturity, with no premium payable beyond accrued interest. The filing does not state the company's cash position, funding source for the redemption, or any effect on leverage or earnings. The report was signed by Arthur Ajemyan, Senior Vice President and Chief Financial Officer, and dated January 19, 2023.

Jan 19, 2023 8-K

Reliance 8-K Report, Financial Results (Oct 27, 2022)

Reliance Steel & Aluminum Co. reported third quarter 2022 results with net sales of $4.25 billion, up 10.4% year-over-year but down 9.3% sequentially from $4.68 billion in the second quarter. Diluted EPS was $6.45 versus $6.15 a year earlier, and net income attributable to Reliance was $393.5 million. Management attributed the margin pressure to declining metal prices, which pushed gross profit margin to 29.2% from 31.9% in the prior quarter. Tons sold fell 3.4% sequentially, and average selling price per ton sold dropped 6.2% sequentially to $3,039. Cash flow from operations was a record $635.7 million for the quarter and $1.31 billion for the first nine months, and free cash flow for the quarter was $540.2 million. The company repurchased approximately 1.9 million shares for $336.7 million in the quarter, under a $1 billion repurchase plan authorized on July 26, 2022. It also declared a quarterly dividend of $0.875 per share, equal to an annual rate of $3.50 per share. Total debt was $1.66 billion and cash was $643.7 million at September 30, 2022, with no borrowings under the $1.5 billion revolving credit facility. For the fourth quarter of 2022, the company expects tons sold to fall 6.5% to 8.5% sequentially and average selling price per ton sold to fall 6.0% to 8.0%, with non-GAAP diluted EPS estimated at $4.30 to $4.50. Management also expects gross profit margin pressure in the fourth quarter, which it described as temporary, and announced that CEO James D. Hoffman will step down on December 31, 2022, with Karla R. Lewis succeeding him effective January 1, 2023.

Oct 27, 2022 8-K

Reliance 8-K Report, Executive Changes (Oct 11, 2022)

Reliance Steel & Aluminum Co. announced on October 11, 2022 a planned CEO succession. James D. Hoffman will step down as Chief Executive Officer at the end of fiscal year 2022 (December 31, 2022). He will remain on the Board of Directors and serve as Senior Advisor to the CEO through December 31, 2023. Karla R. Lewis, currently President, will succeed him as CEO effective January 1, 2023. The company describes the change as a deliberate, long-planned leadership succession process, and the Board's Chairman, Mark V. Kaminski, described it as the result of a strategic, long-term succession planning process. The filing sets out compensation terms for both executives. Lewis will receive an annual base salary of $1,200,000, with a non-equity incentive plan target of 150% of base salary, and equity awards as determined by the Compensation Committee. Hoffman's base salary will be reduced to $1,100,000 in 2023. He will not receive an equity award in 2023 but will be eligible for a non-equity incentive plan target of 150% of his base salary. Lewis, age 56, has been with the company since 1992, has served as a director and President since January 2021, and sits on the board of The Goodyear Tire & Rubber Company. The press release highlights Hoffman's tenure during the pandemic, including record revenues, profitability and earnings per share, and describes the company as the largest metals service center company in North America, with approximately 315 locations. The filing includes standard forward-looking statement cautions covering inflation, economic recession, supply chain disruptions, and the Russia-Ukraine conflict.

Oct 11, 2022 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Reliance 8-K Report, Financial Results (Jul 28, 2022)

Reliance Steel & Aluminum Co. reported record second-quarter 2022 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales were $4.68 billion, gross profit was $1.50 billion at a 31.9% gross profit margin, pretax income was $762.6 million (a 16.3% margin), and diluted EPS was $9.15. Tons sold rose 2.7% sequentially, while average selling price per ton rose 1.7% sequentially. Management cited healthy demand in most end markets, continued elevated pricing for most products, and resilience amid inflation, recession concerns and supply pressures. Cash flow from operations was $270.2 million in the quarter, down from $404.0 million in the first quarter, driven by over $400 million in additional working capital requirements, according to the filing. Cash and equivalents stood at $504.5 million at June 30, 2022, total debt at $1.66 billion, and net debt-to-EBITDA at 0.4x, with no borrowings under the $1.5 billion revolving credit facility. The company repurchased about 1.1 million shares for $193.9 million in the quarter, and its board refreshed the share repurchase authorization to $1 billion with no set expiration. Looking ahead, the company estimates third-quarter 2022 tons sold will be down 3% to 5% and average selling price per ton down 5% to 7% versus the second quarter, with non-GAAP diluted EPS expected in the range of $6.00 to $6.20. The company also declared a quarterly dividend of $0.875 per share, payable September 2, 2022.

Jul 28, 2022 8-K

Reliance 8-K Report, Executive Changes (May 20, 2022)

Reliance Steel & Aluminum Co. filed this Form 8-K on May 20, 2022 to report executive leadership changes. Michael P. Shanley, Senior Vice President, Operations, notified the Company on May 18, 2022 of his intended retirement effective December 31, 2022. He will move to the role of Special Advisor effective July 1, 2022, reporting directly to CEO Jim Hoffman, and will continue receiving his current base salary through December 31, 2022 and remain eligible for a non-equity incentive award with a target of 150% of base salary for 2022. Effective July 1, 2022, Stephen P. Koch, currently Senior Vice President, Operations, will be promoted to Executive Vice President and Chief Operating Officer and will serve as the Company's principal operating officer. Koch's annual base salary will be $687,500, with a non-equity incentive target of 150% of base salary and eligibility for annual equity awards set by the Compensation Committee. Michael R. Hynes, currently President of Phoenix Corporation, will be promoted to Senior Vice President, Operations, effective the same date. The filing also reports results of the May 18, 2022 Annual Meeting of Stockholders. All ten director nominees were elected, the advisory say-on-pay proposal and the ratification of KPMG LLP as the 2022 independent registered public accounting firm were approved, and a stockholder proposal to remove the size limit on the stockholder nominating group in the proxy access bylaw was not approved. The filing states that 55,964,784 shares, or 90.34% of shares outstanding on the record date, were represented at the meeting.

May 20, 2022 8-K

Reliance 8-K Report, Financial Results (Apr 28, 2022)

Reliance Steel & Aluminum Co. reported first quarter 2022 results in a press release furnished as Exhibit 99.1 to this Form 8-K, dated April 28, 2022. Net sales were a record $4.49 billion ($4,485.8 million), up 58.0% year over year and 12.5% sequentially. Gross profit was a record $1.39 billion with a 30.9% gross profit margin, pretax income was $697.2 million, and diluted EPS was a record $8.33 (non-GAAP diluted EPS $8.42). Tons sold rose 10.7% sequentially to 1,417.7 thousand, and average selling price per ton was $3,186, up 1.5% sequentially. Cash flow from operations was $404.0 million, the highest first quarter in the company's history, despite over $200 million in additional working capital requirements. At March 31, 2022, cash was $548.0 million, total debt was $1.66 billion, and net debt-to-EBITDA was 0.4x, with no borrowings under the $1.5 billion revolving credit facility. Management raised its 2022 capital expenditure budget to $455 million from $350 million, citing semiconductor and other organic growth opportunities. For the second quarter of 2022, the company estimates tons sold will be flat to up 2.0% and average selling price per ton flat to up 2.0% versus the first quarter, with non-GAAP diluted EPS expected in a range of $9.00 to $9.10. The board declared a quarterly dividend of $0.875 per share, and the company repurchased about 114,000 shares for $17.1 million in the quarter, with $695.5 million remaining under its repurchase authorization.

Apr 28, 2022 8-K

Reliance 8-K Report, Financial Results (Feb 17, 2022)

Reliance Steel & Aluminum Co. reported record full-year 2021 results for the year ended December 31, 2021, with net sales of $14.09 billion, gross profit of $4.49 billion and a record annual gross profit margin of 31.9%. Pretax income reached $1.88 billion (13.4% margin), and diluted EPS was a record $21.97 (non-GAAP $22.12). Fourth-quarter diluted EPS was $6.64 (non-GAAP $6.83) on net sales of $3.99 billion. Tons sold fell 5.7% sequentially in the fourth quarter, which management attributed to the seasonal slowdown and labor-related shortages, while average selling price per ton rose 9.7% sequentially. The company generated $799.4 million of operating cash flow for the full year and ended 2021 with $300.5 million of cash, $1.66 billion of total debt and a net debt-to-EBITDA ratio of 0.6x. It completed four acquisitions in the fourth quarter for about $439 million in combined transaction value, with roughly $1.0 billion of combined annualized sales. It repurchased $323.5 million of common stock during 2021 and, on February 15, 2022, declared a quarterly dividend of $0.875 per share, a 27.3% increase. For the first quarter of 2022, the company estimates tons sold will rise 5% to 7% sequentially and average selling price per ton will fall 2% to 4%, with non-GAAP diluted EPS expected in the range of $7.05 to $7.15. Management noted that softer demand in January and early February, tied to supply chain and labor disruptions and the Omicron surge, is a factor behind the tons sold outlook.

Feb 17, 2022 8-K

Reliance 8-K Report, Financial Results (Oct 28, 2021)

Reliance Steel & Aluminum Co. reported record third-quarter 2021 results, with net sales of $3.85 billion, gross profit of $1.21 billion, and a gross profit margin of 31.5%. Pretax income reached a record $532.6 million, and diluted EPS was a record $6.15, compared with $1.51 in Q3 2020. Management attributed the performance to favorable metal pricing and strong execution, while LIFO expense of $262.5 million, or $3.06 per diluted share, weighed on results. Tons sold fell 4.6% sequentially to 1,358.2 thousand tons, below the company's expectation of down 1% to up 1%, as supply disruptions, limited metal availability and labor shortages constrained shipments. Average selling price per ton rose 18.4% sequentially to $2,862. The balance sheet remained solid, with total debt of $1.66 billion, no borrowings under its $1.5 billion revolver, $638.4 million of cash, and a net debt-to-EBITDA ratio of 0.6x. Operating cash flow was $142.2 million in the quarter, reduced by higher working capital tied to metal prices. The company repurchased $131.0 million of common stock and paid $43.7 million in dividends, and its Board declared a quarterly dividend of $0.6875 per share. Reliance completed the acquisition of Merfish United on October 1, 2021, a distributor with net sales of approximately $600 million for the twelve months ended September 30, 2021. For the fourth quarter of 2021, Reliance estimates tons sold will fall 5% to 8% sequentially and average selling price per ton will rise 5% to 7%. Management expects non-GAAP diluted EPS of $5.05 to $5.15 for the quarter. The company also plans to relocate its corporate headquarters from Los Angeles to Scottsdale, Arizona in the first half of 2022.

Oct 28, 2021 8-K

Reliance 8-K Report, Executive Changes (Oct 6, 2021)

Reliance Steel & Aluminum Co. filed this Form 8-K on October 6, 2021 to report that its Board of Directors increased in size from eleven to twelve directors and appointed Frank J. Dellaquila as an independent director, effective October 5, 2021. His term expires at the Company's 2022 Annual Meeting of Stockholders. He will serve on the Audit Committee, and the Board has designated him an audit committee financial expert. Mr. Dellaquila, 64, is senior executive vice president and chief financial officer of Emerson Electric Co., a position he has held since 2009 after joining Emerson in 1991. The filing states that Mr. Dellaquila will participate in the non-employee director compensation arrangements described in the Company's April 8, 2021 definitive proxy statement, and that the Company will enter into its standard indemnification agreement with him. The filing states there are no arrangements or understandings under which he was selected as a director, and that he has no direct or indirect material interest in any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K. The filing attaches a press release dated October 5, 2021 (Exhibit 99.1) noting that, following the appointment, the Board will have 12 members, 10 of whom are independent. Mark Kaminski, Chairman of the Board, and Jim Hoffman, Chief Executive Officer, both welcomed the appointment in the release.

Oct 6, 2021 8-K

Reliance 8-K Report, Executive Changes (Jul 23, 2021)

Reliance Steel & Aluminum Co. filed this Current Report on Form 8-K on July 23, 2021 to disclose the appointment of David W. Seeger as an independent director. The Company increased the size of its Board of Directors from ten to eleven members, and Mr. Seeger's term took effect July 20, 2021, expiring at the 2022 Annual Meeting of Stockholders. He has not yet been named to any Board committee. Mr. Seeger, 65, previously served on the Board of Zekelman Industries (formerly JMC Steel Group) from 2014 to 2021 and as its President from 2010 to 2016, and was President of Atlas Tube, a division of JMC Steel Group, from 2005 to 2009. He will receive the standard non-employee director compensation described in the Company's April 8, 2021 proxy statement and will enter into the Company's standard indemnification agreement. The filing states he has no arrangements with other persons regarding his selection and no material interest in related-party transactions under Item 404(a) of Regulation S-K. The filing is primarily a governance event with no financial results disclosed. The accompanying press release (Exhibit 99.1) quotes Chairman Mark Kaminski and CEO Jim Hoffman welcoming Mr. Seeger, with Mr. Hoffman noting a relationship with the Company spanning more than 30 years.

Jul 23, 2021 8-K

Reliance 8-K Report, Financial Results (Jul 22, 2021)

Reliance Steel & Aluminum Co. filed this Form 8-K under Item 2.02 to furnish its press release reporting results for the quarter ended June 30, 2021. The company reported record second-quarter net sales of $3.42 billion ($3,418.8 million), record gross profit of $1.08 billion with a 31.7% gross profit margin, record pretax income of $444.1 million, and diluted EPS of $5.08. Net income attributable to Reliance was $329.1 million, compared with $266.9 million in the prior quarter. Tons sold rose 1.0% sequentially to 1,424.0 thousand tons, and average selling price per ton reached $2,418, up 19.7% from the first quarter. Cash flow was weaker than earnings. Cash provided by operations was $101.6 million, which management attributed to a significant increase in working capital from higher metal prices, and free cash flow was $21.5 million. The company ended the quarter with total debt of $1.66 billion, no borrowings under its $1.5 billion revolver, and a net debt-to-EBITDA ratio of 0.7x. Management raised its estimated sustainable gross profit margin range to 29% to 31%. Capital returns and outlook were also updated. The Board increased the share repurchase authorization to $1 billion and declared a quarterly dividend of $0.6875 per share. For the third quarter of 2021, the company estimates tons sold will be down 1% to up 1% sequentially, average selling price will be up 7% to 9%, and non-GAAP diluted EPS will be in the range of $5.55 to $5.75. Management noted that metal supply constraints and supply chain disruptions will persist.

Jul 22, 2021 8-K

Reliance 8-K Report, Executive Changes (Jul 1, 2021)

Reliance Steel & Aluminum Co. reported in a Form 8-K filed July 1, 2021 that William K. Sales, Jr., Executive Vice President, Operations, will retire effective January 31, 2022 (the press release states January 2022). Beginning July 1, 2021, Mr. Sales transitions to the role of Special Advisor, reporting directly to Chief Executive Officer James D. Hoffman to help facilitate the transition of his role and support other special projects. The company states he has 24 years of service. The filing also announces a succession-related promotion of Sean M. Mollins to Senior Vice President, Operations, and the promotion of Brian Yamaguchi to Vice President, Supplier Development. Mr. Mollins previously served as President of PDM Steel Service Centers, Inc., a wholly-owned subsidiary, and joined Reliance in 2008. Mr. Yamaguchi joined the Earle M. Jorgensen Company in 1986 and Reliance Corporate in 2014, where he was Director, Supplier Development. The announcements are presented as planned executive succession under the Board's succession plan. The filing contains no financial results or guidance; its investor-relevant content is limited to leadership continuity in the operations function, which oversees the company's aluminum and stainless steel operations.

Jul 1, 2021 8-K

Reliance 8-K Report, Shareholder Vote Results (May 20, 2021)

Reliance Steel & Aluminum Co., now Reliance, Inc., held its Annual Meeting of Stockholders by live webcast on May 19, 2021. Shares represented in person or by proxy totaled 57,515,629, or 90.28% of the total shares outstanding. Stockholders took three actions at the meeting: they elected the ten nominees to the Board of Directors to serve until the next annual meeting, approved on an advisory basis the compensation of the named executive officers, and ratified KPMG LLP as the independent registered public accounting firm for fiscal 2021. All ten director nominees received more votes for than against. Douglas W. Stotlar drew the largest number of votes against, at 5,195,624, and John G. Figueroa and Andrew G. Sharkey, III each received more than 1.4 million votes against. The say-on-pay proposal passed with 51,755,114 votes for, 1,713,037 against, and 209,085 abstentions, with 3,838,393 broker non-votes. The KPMG ratification received 56,952,664 votes for, 481,738 against, and 81,227 abstentions, with no broker non-votes. For investors, the filing reports the outcome of routine annual meeting matters. It does not describe any new strategic, financial, or governance changes.

May 20, 2021 8-K

Reliance 8-K Report, Financial Results (Apr 22, 2021)

Reliance Steel & Aluminum Co. reported record first-quarter 2021 results, as stated in its Exhibit 99.1 press release furnished under Item 2.02. Net sales were $2,838.4 million, up 33.0% sequentially and 10.3% year-over-year. Gross profit was a record $953.7 million, with a record gross profit margin of 33.6%. Pretax income was a record $359.0 million, and diluted EPS was a record $4.12, compared with $2.01 in the fourth quarter of 2020 and $0.92 in the first quarter of 2020. Cash provided by operations was $161.8 million, despite a $182.8 million working capital investment, and free cash flow was $118.1 million. The balance sheet remained strong. At March 31, 2021, total debt was $1.66 billion, the $1.5 billion revolving credit facility had no outstanding borrowings, and the net debt-to-EBITDA ratio was 0.8x. Tons sold rose 11.3% sequentially to 1,409.7 thousand tons, while average selling price per ton rose 20.0% sequentially to $2,020. The Board declared a quarterly dividend of $0.6875 per share. No shares were repurchased in the quarter, and about 2.8 million shares remained available under the repurchase program. For the second quarter of 2021, management estimates tons sold will be flat to up 2.0% sequentially and average selling price will be up 5% to 7%. It expects continued strength in gross profit margin and non-GAAP diluted EPS in the range of $4.20 to $4.40. Management cited metal supply constraints and supply chain disruptions that are expected to persist, and noted that COVID-19 uncertainty continues.

Apr 22, 2021 8-K

Reliance 8-K Report, Financial Results (Feb 18, 2021)

Reliance Steel & Aluminum Co. reported fourth quarter and full year 2020 results in Exhibit 99.1, a press release dated February 18, 2021. For the full year 2020, net sales were $8.81 billion, down from $10.97 billion in 2019, and gross profit margin was a record 31.5% (versus 30.3% in 2019). Diluted EPS was $5.66 (non-GAAP $7.71), compared with $10.34 in 2019. Fourth quarter net sales were $2.13 billion, gross profit margin was a record 33.0%, and diluted EPS was $2.01, compared with $2.44 in the fourth quarter of 2019. Cash flow from operations was $1.17 billion for the year, and free cash flow was $1.00 billion. The company returned capital to stockholders in 2020 through $164.1 million of dividends and $337.3 million of share repurchases. The Board declared a quarterly dividend of $0.6875 per share, an increase of 10.0%. Net debt-to-total capital was 15.8% at year-end, and total debt outstanding was $1.66 billion with no borrowings under the new $1.5 billion revolving credit facility. The company also announced leadership changes: Karla Lewis was promoted to President and joined the Board, Arthur Ajemyan became Vice President and Chief Financial Officer, and David H. Hannah will retire from the Board. For the first quarter of 2021, management estimates tons sold will rise 10% to 12% and average selling price per ton will rise 12% to 14% compared with the fourth quarter of 2020. It expects to maintain an elevated gross profit margin and projects non-GAAP diluted EPS of $3.40 to $3.50. The company notes ongoing COVID-19 uncertainty and continued weakness in commercial aerospace and energy end markets.

Feb 18, 2021 8-K

Reliance 8-K Report, Executive Changes (Jan 19, 2021)

Reliance Steel & Aluminum Co. filed this Form 8-K on January 19, 2021 to announce a leadership succession. On January 14, 2021, the Board appointed Karla R. Lewis, the Company's Senior Executive Vice President and Chief Financial Officer, as President effective January 15, 2021, and as a director effective the same date. Her director term expires at the 2021 Annual Meeting of Stockholders, and she will receive no additional director compensation. James D. Hoffman will continue as Chief Executive Officer, and Lewis's compensation as President will remain at its existing level. The Board also appointed Arthur Ajemyan, the Company's Vice President and Corporate Controller, as Vice President and Chief Financial Officer, succeeding Lewis effective January 15, 2021. Ajemyan will continue as principal accounting officer, with an annual base salary of $450,000 and a non-equity incentive target of 150% of base salary. He will also be eligible for annual equity awards set by the Compensation Committee. Separately, David H. Hannah will retire from the Board and not stand for reelection at the 2021 Annual Meeting; the filing states his decision is voluntary and not the result of any disagreement. The announcements were made in a press release dated January 18, 2021 (Exhibit 99.1), which states that Lewis will have general responsibility for management of the Company's operations and that the promotions are consistent with the Board's executive leadership succession plan. The filing describes the changes as ensuring stability in the executive leadership team.

Jan 19, 2021 8-K

Material AgreementsFinancial EventsExhibits & Filings

Reliance 8-K Report, Financial Results (Oct 22, 2020)

Reliance Steel & Aluminum Co. reported third quarter 2020 results, with net sales of $2.09 billion ($2,085.6 million), up from $2,019.3 million in Q2 2020 and down from $2,685.9 million in Q3 2019. Diluted EPS was $1.51 on a GAAP basis and $1.87 on a non-GAAP basis, compared with $1.24 GAAP and $1.36 non-GAAP in the prior quarter. The company reported a record gross profit margin of 32.4%, which management said significantly exceeded its estimated sustainable range of 28% to 30%. Pretax income was $127.0 million, and non-GAAP pretax income was $158.0 million. Cash provided by operations was $296.3 million, and free cash flow was $258.1 million. Management attributed the margin improvement to a rebound in tolling businesses serving the automotive market, a more favorable product mix, mill price increases, and sustained demand for higher-margin value-added processing. Demand recovered in most end markets following COVID-19 shutdowns in the second quarter, though commercial aerospace and energy remained under pressure, and the company recorded impairment and restructuring charges tied to aerospace businesses. Tons sold rose 5.9% sequentially to 1,283.5 thousand tons, while average selling price per ton fell 4.3% sequentially. For the fourth quarter of 2020, the company estimates tons sold will decline 4% to 6% sequentially and average selling price per ton will be flat to up 2%, with non-GAAP EPS expected in the range of $1.30 to $1.40. The balance sheet strengthened during the quarter through $900 million of senior notes and an amended $1.5 billion revolving credit facility, with net debt-to-total capital at 17.3%. The board declared a quarterly dividend of $0.625 per share.

Oct 22, 2020 8-K

Reliance 8-K Report, Material Agreement (Sep 10, 2020)

Reliance Steel & Aluminum Co. entered into an Amended and Restated Credit Agreement dated September 3, 2020, with Bank of America N.A. as Administrative Agent and a group of other lenders. The agreement provides a five-year senior unsecured revolving credit facility of $1.5 billion, including a $150 million letter of credit sublimit and a $50 million swing line loan sublimit. The facility amends and restates the company's existing credit agreement dated September 30, 2016, and had no outstanding borrowings at signing. The Company may use borrowings for general corporate purposes, growth and stockholder return activities. The facility is not guaranteed by subsidiaries and is unsecured. Pricing is LIBOR plus 1.25% (or base rate plus 0.25%) for borrowings initially, until delivery of a compliance certificate for the fiscal quarter ending September 30, 2020. Thereafter, the margin fluctuates between LIBOR plus 1.00% and LIBOR plus 1.75% based on the Total Leverage Ratio, and the unused commitment fee fluctuates between 0.175% and 0.25% per annum on the same basis. Financial covenants include a maximum total leverage ratio and a minimum interest coverage ratio. The facility may be prepaid at any time without premium. Accompanying Exhibit 99.1, a press release dated September 8, 2020, states that the facility includes an increase option for up to an additional $1.0 billion. CEO Jim Hoffman said the facility, combined with net proceeds from a $900 million senior notes offering in late July, significantly enhanced the company's liquidity position.

Sep 10, 2020 8-K

Other EventsExhibits & Filings

Reliance 8-K Report, Corporate Update (Aug 3, 2020)

Reliance Steel & Aluminum Co. completed the issuance and sale of $400.0 million aggregate principal amount of 1.300% Senior Notes due 2025 and $500.0 million aggregate principal amount of 2.150% Senior Notes due 2030 on August 3, 2020. The Notes were sold under an underwriting agreement dated July 28, 2020 with J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC as representatives of the underwriters, and were issued under the registration statement on Form S-3 (Registration No. 333-240139) and an Indenture with Wells Fargo Bank, National Association, as trustee. The Notes are senior unsecured obligations ranking equally with the company's existing and future unsecured and unsubordinated obligations, with interest payable semi-annually on February 15 and August 15, beginning February 15, 2021. Net proceeds were approximately $889.0 million after underwriting discounts and estimated offering expenses. The company intends to use the proceeds to repay outstanding indebtedness under its unsecured revolving credit facility and unsecured term loan, and for general corporate purposes. The Indenture limits the company's and its Restricted Subsidiaries' ability to secure indebtedness with liens on certain property or stock, and to engage in certain sale and leaseback transactions with respect to certain properties. The 2025 Notes mature on August 15, 2025 and the 2030 Notes mature on August 15, 2030. Each series may be redeemed before its applicable par call date (July 15, 2025 for the 2025 Notes and May 15, 2030 for the 2030 Notes) at the greater of par plus accrued interest or a make-whole amount based on the treasury rate plus 20 basis points (2025 Notes) or 25 basis points (2030 Notes), and at par plus accrued interest on or after those dates.

Aug 3, 2020 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Reliance 8-K Report, Financial Results (Jul 23, 2020)

Reliance Steel & Aluminum Co. reported second quarter 2020 results in a press release furnished as Exhibit 99.1 to this Item 2.02 Form 8-K, dated July 23, 2020. Net sales were $2,019.3 million, down from $2,572.9 million in the first quarter of 2020 and $2,883.5 million in the second quarter of 2019. Gross profit margin was 30.4%, and diluted EPS was $1.24, compared with non-GAAP diluted EPS of $1.36. Tons sold fell 17.5% sequentially, and management attributed the decline to COVID-19 shutdowns and project delays across most end markets. Cash provided by operations was $475.7 million, and free cash flow was $434.7 million. Net debt-to-total capital improved to 20.4% from 25.4% in the prior quarter. The company's liquidity position included total debt of $1.50 billion and $1.16 billion available on its $1.5 billion revolving credit facility at June 30, 2020. During the quarter, Reliance paid down $346.0 million of debt, invested $41.0 million in capital expenditures, and paid $39.9 million in dividends. The Board declared a quarterly dividend of $0.625 per share, payable August 28, 2020. No shares were repurchased in the second quarter, and about 3.1 million shares remained available under the repurchase program. For the third quarter, the company did not provide specific EPS guidance. Management expects overall demand to improve slightly from the second quarter, with tons sold flat to up 2%, and expects gross profit margin to remain near the high end of its estimated sustainable range of 28% to 30%. Management also noted that demand in aerospace and energy markets is expected to keep declining, and that tolling volumes are expected to rise meaningfully from second-quarter levels.

Jul 23, 2020 8-K

Reliance 8-K Report, Executive Changes (May 22, 2020)

Reliance Steel & Aluminum Co. held its Annual Meeting of Stockholders on May 20, 2020, with 58,042,020 shares represented, or 91.20% of total shares outstanding. Stockholders re-elected all ten nominees to the Board, approved on an advisory basis the compensation of the named executive officers, and ratified KPMG LLP as the independent registered public accounting firm for fiscal 2020. Stockholders also approved the amendment and restatement of the Reliance Steel & Aluminum Co. Amended and Restated 2015 Incentive Award Plan and an amendment to the Directors Equity Plan. The material terms of both plans are described in Proposals No. 4 and No. 5 of the Definitive Proxy Statement on Schedule 14A filed April 9, 2020, and the full plan texts are filed as Exhibits 10.1 and 10.2. A stockholder proposal to change the proxy access bylaw was not approved. For investors, the filing is primarily a governance update: board composition was retained, executive pay received majority support, and the auditor was reaffirmed. The filing itself reports no financial results.

May 22, 2020 8-K

Reliance 8-K Report, Financial Results (Apr 23, 2020)

Reliance Steel & Aluminum Co. reported first quarter 2020 results, with net sales of $2.57 billion, down 13.0% year-over-year, and diluted EPS of $0.92, which included a $137.5 million pretax impairment and restructuring charge ($1.53 per diluted share) tied to the closure of three energy-market businesses and a reassessment of its remaining energy operations. Excluding that charge, non-GAAP diluted EPS was $2.45, and the non-GAAP gross profit margin of 31.9% was above the company's estimated sustainable range of 28% to 30%. Cash provided by operations rose 45.7% year-over-year to $170.8 million, and free cash flow was $115.3 million. Management said that COVID-19 sharply reduced automotive toll-processing demand from mid-March, leading to production cuts and workforce reductions of almost 50% at those operations, and that most locations continue to operate at reduced levels. The company has adjusted its capital allocation to focus on cash preservation, including right-sizing inventory and pausing non-essential capital expenditures. It repurchased $300.0 million of common stock in the quarter, declared a quarterly dividend of $0.625 per share, and will not provide second-quarter guidance because of macroeconomic uncertainty. At March 31, 2020, total debt was $1.84 billion, with $831.5 million available under its $1.5 billion revolving credit facility, and the net debt-to-total capital ratio was 25.4%, up from 21.4% at December 31, 2019. Total Reliance stockholders' equity declined to $4.89 billion from $5.21 billion, largely reflecting the share repurchases.

Apr 23, 2020 8-K

Reliance 8-K Report, Financial Results (Feb 20, 2020)

Reliance Steel & Aluminum Co. reported record full-year 2019 results for the quarter and year ended December 31, 2019, as detailed in Exhibit 99.1, a press release dated February 20, 2020. For full year 2019, net sales were $10.97 billion, gross profit was $3.33 billion with a gross profit margin of 30.3%, pretax income was $929.3 million, net income attributable to Reliance was $701.5 million, and diluted EPS was $10.34. Fourth-quarter 2019 diluted EPS was $2.44 on net sales of $2.45 billion, and the company noted a significant benefit from its LIFO inventory method and a lower tax rate, with a net benefit of approximately $0.75 more EPS than it had anticipated in prior guidance. Cash flow from operations was a record $1.30 billion for 2019, supported by a $211.8 million reduction in inventory. Total debt fell to $1.60 billion from $2.21 billion, and the net debt-to-total capital ratio improved to 21.4% from 30.8%. The company invested $242.2 million in capital expenditures, completed the acquisition of Fry Steel Company for $176.8 million, and returned $201.3 million to stockholders through dividends and share repurchases. The Board declared a quarterly dividend of $0.625 per share, an increase of 13.6%, and the company set a 2020 capital expenditure budget of $250 million. For the first quarter of 2020, management estimates tons sold will rise 6% to 8% compared with the fourth quarter of 2019, and average selling price per ton is expected to increase 1% to 2%. Non-GAAP diluted EPS is expected in the range of $2.00 to $2.10. Management also updated its estimated sustainable gross profit margin range to 28% to 30%, and noted that demand in energy (oil and gas) remains at low levels.

Feb 20, 2020 8-K

Reliance 8-K Report, Financial Results (Oct 24, 2019)

Reliance Steel & Aluminum Co. reported third quarter 2019 results (Exhibit 99.1 press release dated October 24, 2019). Net sales were $2.69 billion, down 6.9% sequentially and 9.7% year-over-year, while diluted EPS of $2.40 rose 18.2% year-over-year (down 10.8% from Q2 2019's $2.69). Gross profit margin was 30.3%, up from 29.6% in the second quarter, and the company cited a FIFO gross profit margin of 28.8%, in line with the prior quarter. Tons sold fell 2.0% sequentially to 1,476.6 thousand, while average selling price per ton declined 5.1% sequentially to $1,807. Cash flow was a standout: cash provided by operations was $490.9 million in the quarter and $954.1 million for the first nine months of 2019. Total debt was reduced by $367.5 million to $1.65 billion, and the net debt-to-total capital ratio improved to 22.6% from 27.4% at June 30, 2019. The company invested $58.9 million in capital expenditures and paid $36.8 million in dividends during the quarter, and it did not repurchase shares in Q3 2019. For the fourth quarter of 2019, management expects tons sold to decline 4% to 7% sequentially and average selling price per ton to decline 2% to 3%, with non-GAAP diluted EPS projected in a range of $1.60 to $1.70. The board declared a quarterly dividend of $0.55 per share, and Gregg Mollins stepped down from the board, with Jim Hoffman appointed in his place.

Oct 24, 2019 8-K