Form 11-K RELIANCE, INC. For: Dec 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
⌧ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
◻ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ______________
Commission file number: 001-13122
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Precision Strip Retirement and Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
735 N. 19th Avenue
Phoenix, Arizona 85009
PRECISION STRIP RETIREMENT AND SAVINGS PLAN
TABLE OF CONTENTS
* All other schedules required by 29 CFR §2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, are not included because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator and Plan Participants
Precision Strip Retirement and Savings Plan
Opinion on the financial statements
We have audited the accompanying statements of net assets available for benefits of Precision Strip Retirement and Savings Plan (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental information
The accompanying schedule, Schedule H, Line 4i – Schedule of Assets (Held at the End of Year) as of December 31, 2025 (“supplemental information”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ GRANT THORNTON LLP
We have served as the Plan’s auditor since 2024.
Bellevue, Washington
June 16, 2026
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, | 2025 | 2024 | ||||
Assets | ||||||
Investments, at fair value | $ | | $ | | ||
Receivables: | ||||||
Notes receivable from participants | | | ||||
Employer contribution receivable | — | | ||||
Other receivables | | | ||||
Total receivables | | | ||||
Total assets | | | ||||
Liabilities | ||||||
Due to trustee, net | | | ||||
Other payables | | | ||||
Total liabilities | | | ||||
Net assets available for benefits | $ | | $ | | ||
See accompanying notes to financial statements.
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, | 2025 | |||||
Additions | ||||||
Income: | ||||||
Net appreciation in fair value of investments | $ | | ||||
Interest and dividends | | |||||
Interest on notes receivable from participants | | |||||
Total investment income | | |||||
Contributions: | ||||||
Employer, net of forfeitures | | |||||
Participant | | |||||
Rollover | | |||||
Total contributions, net | | |||||
Revenue sharing program credits | | |||||
Total additions | | |||||
Deductions | ||||||
Benefits paid | | |||||
Administrative expenses | | |||||
Total deductions | | |||||
Net increase | | |||||
Net assets available for benefits, beginning of year | | |||||
Net assets available for benefits, end of year | $ | | ||||
See accompanying notes to financial statements.
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024
| 1. | DESCRIPTION OF THE PLAN |
The following
General
The Plan is a defined contribution plan that provides benefits to eligible employees of Precision Strip Inc. (the “Company”) and Precision Strip Transport, Inc., both wholly owned subsidiaries of Reliance, Inc. (“Reliance”), the Plan sponsor. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 and subsequent amendments (“ERISA”). The Plan is administered by the Reliance, Inc. Benefits Committee (“Plan Administrator”). The trustee of the Plan is Fidelity Management Trust Company (the “Trustee”) and the recordkeeper is Fidelity Investments Institutional Operations Company, Inc.
Participation
Eligible employees are automatically enrolled into the Plan following the completion of three months of service with an initial deferral contribution of
Contributions
Participants may contribute up to
Participants may contribute eligible rollovers from other qualified defined benefit plans, defined contribution plans and individual retirement accounts.
Participant Accounts
Each participant's account is credited with the participant's contributions, employer contributions and allocation of investment earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Participants direct the investment of their account balances into various investment funds offered by the Plan.
Vesting
Participants are immediately vested in their accounts with respect to participant contributions, eligible rollovers and earnings thereon.
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2025 and 2024
Participants vest in Company contributions and earnings thereon based upon the following schedule:
Years of Service | Vested Percentage | |
Less than 2 | ||
2 | ||
3 | ||
4 | ||
5 | ||
6 or more |
Payment of Benefits
Upon retirement, disability, death, or termination of service, a participant is eligible to receive a lump-sum amount equal to the value of the vested interest in his or her account. Installment payment options are also available. Other withdrawals from participants' account balances may be made under certain circumstances, as defined in the Plan document. The Plan includes certain automatic distribution provisions for participants with small account balances.
Forfeitures
For the year ended December 31, 2025, forfeited employer contributions totaled $
Notes Receivable from Participants
Participants generally may borrow from their accounts up to the lesser of $
Administrative Expenses
Participant loan initiation and maintenance fees, as well as certain other transaction-based fees, are charged directly to the accounts of applicable participants.
Recordkeeping fees and certain other administrative expenses are paid by the Company to the extent they are not offset by amounts in a suspense account that receives float income from Fidelity. Any unapplied balance in the suspense account is carried forward and used to reduce plan expenses paid by the Company.
For the year ended December 31, 2025, $
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2025 and 2024
Audit and legal expenses relating to the Plan are not reflected in the accompanying financial statements, as they are paid by the Company.
Revenue Sharing Program
The Plan receives investment funds administrative revenue credits through its participation in Fidelity’s revenue sharing program which are reflected in “Revenue sharing program credits” in the statement of changes in net assets available for benefits.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accompanying financial statements of the Plan are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Investments are reported at fair value.
Investment Valuation and Income Recognition
The Plan has investments in registered investment companies (mutual funds), commingled funds, a common collective trust, a unitized Reliance common stock fund and participant-directed brokerage accounts through Fidelity BrokerageLink®. Mutual funds and common stock are stated at fair value based on the quoted market price of the funds or common stock held. The investments in commingled funds and a common collective trust are stated at net asset value (“NAV”) of the shares held by the Plan as a practical expedient to estimate fair value. The investments offered through Fidelity BrokerageLink® include interest-bearing cash, common stocks, mutual funds and exchange traded funds, which are stated at fair value based on quoted market prices in active markets. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
Included in interest income are earnings the Plan receives from overnight investment of amounts awaiting trade settlement or clearing of disbursements. Such amounts are deposited in a suspense account which are used to pay recordkeeping fees and other Plan expenses. See Note 1— “Administrative Expenses” for further details of interest income received from Fidelity.
The Plan holds shares in commingled pools, managed by Fidelity and other sponsors. The NAV, as provided by the Trustee, is used as a practical expedient to estimate fair value and there are generally no restrictions on a participant’s ability to redeem at the fund’s NAV.
The Plan has an investment in the Fidelity Managed Income Portfolio II Class 2 (“MIP”), a stable value fund held within a common collective trust, which has entered into fully benefit-responsive investment contracts to provide preservation of principal, maintain a stable interest rate and provide liquidity at contract value for participant withdrawals and transfers. The NAV, as provided by the Trustee, is used as a practical expedient to estimate fair value.
Generally, there are no restrictions on a participant’s ability to redeem their investment in the commingled pools and common collective trust at the investment’s NAV. However, withdrawals prompted by certain events (e.g., the termination of the commingled pools or MIP and changes in laws or regulations) may restrict a participant’s ability to redeem the investment at its NAV. There are no unfunded commitments with respect to these investments.
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2025 and 2024
Cash and cash equivalents include interest-bearing cash and a money market fund.
Net Appreciation (Depreciation) in Fair Value of Investments
Realized and unrealized appreciation (depreciation) in fair value of investments is based on the difference between the fair value of the assets at the beginning of the year, or at the time of purchase for assets purchased during the year, and the related fair value on the day investments are sold with respect to realized appreciation (depreciation), or on the last day of the year for unrealized appreciation (depreciation).
Realized and unrealized appreciation (depreciation) in fair value of investments is presented in the accompanying statement of changes in net assets available for benefits as net appreciation in fair value of investments.
Risks and Uncertainties
The Plan invests in various funds that hold investment securities. Investment securities are exposed to various risks such as interest rate, market volatility, and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk in the near term would materially affect participants’ account balances and the amounts reported in the financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could materially differ from those estimates.
Benefit Payments
Benefits to participants and beneficiaries are recorded when paid.
Subsequent Events
Plan management evaluates subsequent events through the date the financial statements are issued.
| 3. | RELIANCE, INC. STOCK FUND |
Participants may invest in certain investments offered by the Trustee, including a unitized Reliance common stock fund that consists principally of Reliance, Inc. common stock and interest-bearing cash that provides liquidity for trading. As of December 31, 2025 and 2024, the Plan held approximately
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2025 and 2024
The assets and liabilities of the Reliance, Inc. Stock Fund were as follows:
December 31, | 2025 | 2024 | ||||
Reliance, Inc. common stock ( | $ | | $ | | ||
Interest-bearing cash | | | ||||
Other receivables | | | ||||
Other payables | ( | ( | ||||
$ | | $ | | |||
Risks and uncertainties regarding an investment in Reliance common stock can be found in “Item 1A. Risk Factors” of Reliance, Inc. 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.
| 4. | FAIR VALUE MEASUREMENTS |
Fair value is the price that would be received to sell the investment in an orderly transaction between market participants (an exit price). The FASB Accounting Standards Codification establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). All investments measured within the fair value hierarchy are classified as Level 1. The Plan does not hold Level 2 or Level 3 investments.
The following tables set forth by level, within the fair value hierarchy, the Plan’s investment assets at fair value as of December 31, 2025 and 2024:
December 31, 2025 | Level 1 | | Total | |||
Cash and cash equivalents | $ | | $ | | ||
Mutual funds | | | ||||
Reliance, Inc. common stock | | | ||||
Self-directed brokerage accounts | | | ||||
Total assets in the fair value hierarchy | | | ||||
Commingled funds measured at NAV | | |||||
Common collective trust measured at NAV | | |||||
Total investments at fair value | $ | | $ | | ||
December 31, 2024 | Level 1 | | Total | |||
Cash and cash equivalents | $ | | $ | | ||
Mutual funds | | | ||||
Reliance, Inc. common stock | | | ||||
Self-directed brokerage accounts | | | ||||
Total assets in the fair value hierarchy | | | ||||
Commingled funds measured at NAV | | |||||
Common collective trust measured at NAV | | |||||
Total investments at fair value | $ | | $ | | ||
Investments in mutual funds, common stock and self-directed brokerage accounts are measured at fair value based on quoted market prices of the underlying investments in active markets. Cash and cash equivalents include a money market fund that is measured at fair value based on a quoted market price in an active market
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2025 and 2024
and interest-bearing cash with a carrying amount that approximates fair value. Investments in commingled funds and a common collective trust are measured at fair value using NAV as a practical expedient. The fair value of these assets is excluded from the fair value hierarchy and is presented in the tables above to permit reconciliation of the investments classified within the fair value hierarchy to the total investments at fair value.
| 5. | RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS |
Certain of the Plan’s investments include shares in mutual funds, commingled funds and an interest in a common collective trust that are managed by the Trustee. The Plan also invests in shares of Reliance, Inc. common stock through the unitized Reliance common stock fund. The unitized Reliance common stock fund received $
| 6. | INCOME TAX STATUS |
The Internal Revenue Service (“IRS”)
U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination. Plan management has concluded that, as of December 31, 2025 and 2024, there were no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax years in progress.
| 7. | PLAN TERMINATION |
Although it has not expressed any intent to do so, the Company has the right under the Plan to amend or terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, participants will become
| 8. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 |
The following are reconciliations of net assets and changes in net assets available for benefits as reported on Form 5500 with that reported in the accompanying financial statements:
December 31, | 2025 | | 2024 | |||
Net assets available for benefits as reported on the Form 5500 | $ | | $ | | ||
Adjustment from fair market value per Trustee to NAV for the MIP | | | ||||
Net assets available for benefits | $ | | $ | | ||
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2025 and 2024
Year Ended December 31, | 2025 | |||||
Net income as reported on the Form 5500 | $ | | ||||
Investments: | ||||||
Adjustment from fair market value per Trustee to NAV for the MIP: | ||||||
Beginning of year | ( | |||||
End of year | | |||||
Net increase in net assets available for benefits | $ | | ||||
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2025
Employer Identification Number:
Plan Number:
(c) | |||||||||
Description of Investment, | |||||||||
(b) | Including Maturity Date, | (e) | |||||||
Identity of Issue, Borrower, | Rate of Interest, Collateral, | (d) | Current | ||||||
(a) | | Lessor or Similar Party | | Par or Maturity Value | | Cost | | Value | |
Mutual funds: | |||||||||
$ | | ||||||||
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Total mutual funds: | | ||||||||
Commingled funds: | |||||||||
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Total commingled funds: | $ | | |||||||
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PRECISION STRIP RETIREMENT AND SAVINGS PLAN
SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR) (Continued)
December 31, 2025
Employer Identification Number: 95-1142616
Plan Number: 001
(c) | |||||||||
Description of Investment, | |||||||||
(b) | Including Maturity Date, | (e) | |||||||
Identity of Issue, Borrower, | Rate of Interest, Collateral, | (d) | Current | ||||||
(a) | | Lessor or Similar Party | | Par or Maturity Value | | Cost | | Value | |
Cash and cash equivalents: | |||||||||
$ | | ||||||||
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Total cash and cash equivalents: | | ||||||||
Common stock: | |||||||||
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Self-directed brokerage accounts: | |||||||||
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Common collective trust: | |||||||||
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Notes receivable from participants: | |||||||||
Notes receivable from participants with | |||||||||
interest rates ranging from | |||||||||
account balance and maturing through | |||||||||
* | Notes receivable from participants | — | | ||||||
Total: | $ | | |||||||
* Represents a party-in-interest as defined by ERISA.
a The cost of participant-directed investments is not required to be disclosed.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Reliance, Inc. Benefits Committee have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
PRECISION STRIP RETIREMENT AND SAVINGS PLAN
/s/ Arthur Ajemyan | |
Arthur Ajemyan | |
Member of the Reliance, Inc. Benefits Committee |
June 16, 2026
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EXHIBITS
Exhibit No. | Description | |
23.1 | Consent of Independent Registered Public Accounting Firm—Grant Thornton LLP. | |
101 | The following financial information from Precision Strip Retirement and Savings Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Statements of Net Assets Available for Benefits, (ii) the Statement of Changes in Net Assets Available for Benefits, and (iii) related notes to these financial statements. | |
104 | Cover page interactive data file formatted as Inline XBRL (included in Exhibit 101). |
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ATTACHMENTS / EXHIBITS