DEF 14A of Reliance, Inc., Apr 2, 2026

DEF 14A of Reliance, Inc.

Filed Apr 2, 2026 · FY20250001104659-26-039140

Open on EDGAR

  1. PROXY STATEMENT TABLE OF CONTENTS

    | Other Benefits | 45 | | Additional Information | 45 | | No Employment Agreements; Potential Payments Upon Termination or Change in Control | 45 | | Executive Severance Policy | 45 | | Estimated Benefits Upon Termination or Change in Control | 46 | | Stock Ownership Requirements | 47 | | Clawback and Recoupment Policy | 48 | | Hedging and Pledging Policies | 48 | | Tax and Accounting Considerations | 48 | | Compensation Committee Report | 50 | | Executive Compensation Tables | 51 | | Summary Compensation Table | 51 | | Grants of Plan Based Awards | 52 | | Option Exercises and Stock Vesting | 53 | | Outstanding Equity Awards at Fiscal Year-End | 53 | | Pension Benefits | 54 | | Nonqualified Deferred Compensation | 54 | | Equity Compensation Plan Information | 55 | | Pay Ratio Disclosure | 55 | | Pay Versus Performance | 56 | | Director Compensation | 60 | | Director Compensation Table | 60 | | Securities Ownership of Certain Beneficial Owners and Management | 61 | | Board of Directors and Corporate Governance | 63 | | Executive Sessions and the Independent, Non-executive Chair | 67 | | Director Stock Ownership Requirements | 69 | | Compensation Committee Interlocks and Insider Participation | 69 | | Audit Committee Report | 70 | | Related Person Transactions and Indemnification | 71 | | Participation in the Annual Meeting | 72 | | Stockholder Proposals and Nominations for the 2027 Annual Meeting | 73 | | Stockholders Sharing the Same Address | 74 | | Annual Report | 75 |

  2. What We Do

    | We align executive compensation with the interests of our stockholders: ● Strong pay-for-performance compensation structure. In 2025, approximately 74% of our CEO’s and 70% of our other NEOs’ target total direct compensation was tied to performance metrics. See pages 32 & 37. ● Target total direct compensation of our NEOs designed to approximate the market median of our executive compensation peer group when target performance levels are achieved. See page 37. ● In 2024, 2025 and 2026, 80% of the CEO, CFO and COO’s target equity awards were performance-based and 70% of the other NEO’s target equity awards were performance-based. See page 43. ● Stock ownership requirements applicable to all directors and corporate officers, including the NEOs. See pages 47 & 69. ● Policy for recovery of erroneously awarded compensation (clawback) that applies to all incentive cash and equity compensation. See page 48. ● Actual payouts and realized pay levels of our NEOs that historically have been highly aligned with the annual and long-term returns received by our stockholders. | Our executive compensation program is designed to reward the Company’s executive officers for strong operational and financial performance and to avoid excessive risk-taking: ● Double-trigger provisions for accelerated vesting of equity awards upon a change in control. See page 45. ● All NEO performance-based equity awards are tied to three-year performance targets. See page 43. ● Broad and deep distribution of equity awards throughout management while managing the dilutive impact and expense associated with those awards. See page 43. ● No perquisites for NEOs. See page 45. ● Annual stockholder advisory vote to approve NEO compensation. See page 12. ● Independent compensation committee. See page 40. ● Independent compensation consultant. See page 41. ● Independent, non-executive Chair of the Board enhances the effectiveness of the Board’s oversight and governance and compensation practices. See page 67. ● All employee equity awards are subject to a minimum one-year vesting period, except with respect to a maximum of 5% of the remaining shares available for issuance under our equity compensation plan. |

  3. What We Don’t Do

    | We adhere to executive compensation best practices: | | | No incentive plan design or feature that would encourage excessive risk-taking. No possibility of unlimited compensation; all variable compensation plans have caps on plan formulas. No employment agreements, change in control/golden parachute agreements or other similar agreements with any executive officer. See page 45. No tax gross-ups for perquisites, change in control excise taxes or otherwise. | No hedging of Reliance securities permitted by directors, officers and designated insider employees subject to our Insider Trading and Securities Compliance Policy. See page 48. No pledging of Reliance securities permitted by directors, officers and designated insider employees subject to our Insider Trading and Securities Compliance Policy. See page 48. No acceleration of unvested awards permitted, except for death, disability, a qualified retirement or termination without cause following a change in control. |

  4. BOARD NOMINEES

    BOARD NOMINEES See Election of Directors on page 11

  5. BOARD NOMINEES

    | | LISA L. BALDWIN Managing Director, Elliott Investment Management L.P. Independent Committee(s): Audit, Nominating and Governance | | KAREN W. COLONIAS Former President and Chief Executive Officer, Simpson Manufacturing Co., Inc. Independent Committee(s): Audit, Compensation (Chair) | | | FRANK J. DELLAQUILA Former Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co. Independent Other Public Company Boards: Latham Group, Inc. Committee(s): Audit (Chair) | | JAMES K. KAMSICKAS Former Chairman and Chief Executive Officer of Dana Incorporated Independent Committee(s): Audit, Compensation | | | KARLA R. LEWIS President and Chief Executive Officer, Reliance, Inc. Other Public Company Boards: The Goodyear Tire & Rubber Company Committee(s): None | | ROBERT A. MCEVOY Former Managing Director, The Goldman Sachs Group, Inc. Independent Committee(s): Compensation, Nominating and Governance | | | DAVID W. SEEGER Former President of Zekelman Industries (formerly JMC Steel Group) Independent Committee(s): Compensation, Nominating and Governance (Chair) | | DOUGLAS W. STOTLAR Former President and Chief Executive Officer, Con-Way, Inc. Non-executive Chair of the Board Independent Other Public Company Boards: AECOM Committee(s): Nominating and Governance | | | JOHN G. SZNEWAJS Partner, Shore Capital Independent Other Public Company Boards: Consumers Energy Company; CMS Energy Company Committee(s): Audit | | |

  6. BOARD NOMINEES

    | 6 / 2026 Proxy Statement | investor.reliance.com |

  7. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS

  8. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE AS A DIRECTOR. |

  9. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    The Board proposes that nine directors, eight of whom are independent, be elected to hold office until the 2027 Annual Meeting of Stockholders and until their successors have been elected and qualified, subject to their earlier death, resignation or removal. Mrs. Lewis is not considered independent since Mrs. Lewis is our President and Chief Executive Officer. The Board possesses a broad range of qualifications and skills that facilitate strong oversight of the Company’s management and strategy. The following matrix identifies the primary skills that the Nominating and Governance Committee and the Board considered in connection with the re-nomination of the current directors.* For additional information regarding each nominee, see “Board of Directors and Management” beginning on page 18.

  10. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | | Lisa L. Baldwin | Karen W. Colonias | Frank J. Dellaquila | James K. Kamsickas | Karla R. Lewis | Robert A. McEvoy | David W. Seeger | Douglas W. Stotlar | John G. Sznewajs | | Senior leadership experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Accounting/financial experience | ● | ● | ● | | ● | ● | | ● | ● | | Other public company board experience | | ● | ● | ● | ● | | | ● | ● | | Operational management | | ● | | ● | ● | | ● | ● | | | Capital markets/banking | | ● | ● | ● | ● | ● | | ● | ● | | Mergers and Acquisitions | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Information Technology/Cybersecurity | ● | | | | | | | | ● | | Industry Experience | | | | | ● | ● | ● | | |

  11. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    * The absence of a mark does not necessarily indicate that the director does not possess that qualification or skill. A majority of the votes cast is required for the election of each director at the 2026 Annual Meeting. Neither Reliance nor your bank, broker or financial institution is able to vote on your behalf for the election of directors unless you provide specific instructions by completing and returning a proxy or voting instruction form or you follow instructions provided to you by your bank, broker or financial institution, which often include instructions on how to vote your shares via telephone or the internet. We expect each nominee for election as a director will serve if elected. If any nominee is not able to serve, proxies may be voted by the proxyholders for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Certain information with respect to each nominee is set forth in “Board of Directors and Management” beginning on page 18.

  12. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | investor.reliance.com | 2026 Proxy Statement / 11 |

  13. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information regarding our directors and executive officers:

  14. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position with Reliance | | Karla R. Lewis | 60 | President and Chief Executive Officer; Director | | Stephen P. Koch | 59 | Executive Vice President, Chief Operating Officer | | Arthur Ajemyan | 50 | Senior Vice President, Chief Financial Officer | | William A. Smith II | 58 | Senior Vice President, General Counsel and Corporate Secretary | | Lisa L. Baldwin | 57 | Director | | Karen W. Colonias | 68 | Director | | Frank J. Dellaquila | 69 | Director | | James K. Kamsickas | 59 | Director | | Robert A. McEvoy | 59 | Director | | David W. Seeger | 69 | Director | | Douglas W. Stotlar | 65 | Director, non-executive Chair of the Board | | John G. Sznewajs | 58 | Director |

  15. DIRECTORS AND EXECUTIVE OFFICERS

    | 18 / 2026 Proxy Statement | investor.reliance.com |

  16. DIRECTORS

    DIRECTORS

  17. DIRECTORS

    | | LISA L. BALDWIN | Independent | | Director Since: 2019 Age: 57 Current Committee Memberships: • Audit • Nominating and Governance | Recent Business Experience: Lisa L. Baldwin was appointed a director of Reliance in October 2019 and is a member of the Audit Committee and the Nominating and Governance Committee. In 2022, Ms. Baldwin joined Elliott Investment Management L.P. (“Elliot”), an investment management firm, as a managing director. At Elliot, Ms. Baldwin focuses on mergers and acquisitions and on operational improvements at Elliot’s portfolio companies. From 2013 until 2021, she served as the Chief Information Officer of Tiffany & Co. (“Tiffany”), after having served as Vice President Strategic Services from 2011 to 2013. Prior to joining Tiffany, Ms. Baldwin served as Vice President Information Services at Coach Inc., a luxury goods company, (“Coach”) from 2008 to 2011. Prior to joining Coach, Ms. Baldwin worked at International Business Machines Corporation, a technology company, (“IBM”) from 1997 to 2008 as an information technology consultant in IBM’s retail practice. Earlier in her career, Ms. Baldwin worked at PricewaterhouseCoopers, an accounting and consulting firm, as a consultant. Key Qualifications: The Board believes that Ms. Baldwin’s leadership experience at Elliot provides valuable insight into evaluating and improving information technology at the Company. In addition, her experience at Tiffany and other firms provides valuable insights on mitigating cybersecurity risk, incorporating technology into our ongoing operations and utilizing technology-based solutions to streamline our business. Ms. Baldwin recently completed The National Association of Corporate Directors’ CyberRisk Oversight Program and earned a CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute. Based on her information technology and management experience, she provides valuable insight on risk management, cybersecurity and internal controls. | |

  18. DIRECTORS

    | investor.reliance.com | 2026 Proxy Statement / 19 |

  19. DIRECTORS

    | | KAREN W. COLONIAS | Independent | | Director Since: 2016 Age: 68 Current Committee Memberships: • Audit • Compensation (Chair) Recent Past Public Board Service: Simpson Manufacturing Co., Inc. | Recent Business Experience: Karen W. Colonias was appointed a director of Reliance in October 2016, has served as the Chair of the Compensation Committee since 2022, and is also a member of the Audit Committee. From December 2022 through June 2023, Ms. Colonias was the Executive Advisor of Simpson Manufacturing Co., Inc. (NYSE: SSD) (“SSD”), a manufacturer of building materials. From January 2012 until December 2022, she served as SSD’s President and Chief Executive Officer. Ms. Colonias served on SSD’s board of directors from 2013 until April 26, 2023. From May 2009 to January 2012, Ms. Colonias served as SSD’s Chief Financial Officer, Treasurer and Secretary. Prior to that, Ms. Colonias was Vice President of SSD’s global structural product solutions subsidiary, Simpson Strong-Tie Company Inc. and, in that capacity, managed Simpson Strong-Tie’s manufacturing facility in Stockton, California from 2004 to 2009. From 1998 to 2009, as SSD’s Vice President of Engineering, Ms. Colonias was responsible for Simpson Strong-Tie’s research and development efforts. Ms. Colonias joined Simpson Strong-Tie in 1984 as an engineer in the research and development department, where she was responsible for the design and testing of new products and code development. Key Qualifications: Ms. Colonias is experienced in strategic planning, mergers and acquisitions, facility and plant operations, international business and global finance. Based on her executive experience, including as the Chief Executive Officer of SSD, Ms. Colonias provides valuable insight on the management of the Company and its operations. | |

  20. DIRECTORS

    | 20 / 2026 Proxy Statement | investor.reliance.com |

  21. DIRECTORS

    | | FRANK J. DELLAQUILA | Independent | | Director Since: 2021 Age: 69 Current Committee Memberships: • Audit (Chair) Other Public Board Service: Latham Group, Inc. Recent Past Public Board Service: Aptiv PLC | Recent Business Experience: Frank J. Dellaquila was appointed a director of Reliance in October 2021 and is the Chair of the Audit Committee. From 2009 through May 2023, Mr. Dellaquila served as the Chief Financial Officer of Emerson Electric Co. (NYSE: EMR), a technology and engineering company. He joined Emerson in 1991 and held several senior financial executive positions including Treasurer, Chief Financial Officer of a $3.6 billion business unit, and Senior Vice President of Acquisitions and Development before being named Chief Financial Officer in 2009. Mr. Dellaquila is a director of Latham Group, Inc. (Nasdaq: SWIM) (“SWIM”) and serves as the Chair of its audit committee. Mr. Dellaquila is also a director of FM Global, a privately-held mutual insurance company, and is a member of its finance committee. Mr. Dellaquila was a director of Aptiv PLC (NYSE: APTV) (“APTV”) from 2017 to 2020. During such time, Mr. Dellaquila also served on APTV’s finance and audit committees. Mr. Dellaquila received a BS degree in accounting from Fordham University and an MBA in finance from Columbia University. Key Qualifications: Mr. Dellaquila has significant expertise in international finance and tax strategy and financial management from his experience as Senior Executive Vice President and Chief Financial Officer of Emerson. He also possesses extensive experience in financial controls, risk management, and mergers and acquisitions. Mr. Dellaquila’s experiences are valuable to Reliance and provide clear support for his nomination for election to the Board. | |

  22. DIRECTORS

    | investor.reliance.com | 2026 Proxy Statement / 21 |

  23. DIRECTORS

    | | JAMES K. KAMSICKAS | Independent | | Director Since: 2024 Age: 59 Current Committee Memberships: • Audit • Compensation Recent Past Public Board Service: Dana Incorporated | Recent Business Experience: James K. Kamsickas was appointed a director of Reliance in October 2024 and is a member of the Audit Committee and the Compensation Committee. From 2015 through November 2024, Mr. Kamsickas served as President and Chief Executive Officer of Dana Incorporated (NYSE: DAN), a designer and manufacturer of propulsion and energy-management solutions that power vehicles and machines (“DANA”). From December 2019 through November 2024, Mr. Kamsickas also served as DANA’s chairman of the board. Prior to joining DANA, Mr. Kamsickas served as President and Chief Executive Officer of International Automotive Components Group S.A. (“IAC”), a global supplier of automotive interior components and systems. He also served as a member of IAC’s Board of Directors from 2007 to 2015. In addition, he previously served as head of Lear Corporation’s Interior Systems Division and held several additional senior leadership roles within that organization. Mr. Kamsickas earned a Bachelor of Science degree in Business Administration from Central Michigan University and a Master of Business Administration degree from Michigan State University. Key Qualifications: Based on his experience as a chief executive officer of global industrial companies, Mr. Kamsickas offers valuable insight into management of the Company and its growth. Mr. Kamsickas’ experience as Chairman and CEO of DANA brings strong business and leadership and human capital management skills, including extensive experience in leading business operations in international markets. Mr. Kamsickas’ experiences are valuable to Reliance and provide clear support for his nomination for election to the Board. | |

  24. DIRECTORS

    | 22 / 2026 Proxy Statement | investor.reliance.com |

  25. DIRECTORS

    | | KARLA R. LEWIS | | Director Since: 2021 Age: 60 President and Chief Executive Officer, Reliance, Inc. Other Public Board Service: The Goodyear Tire & Rubber Company | Recent Business Experience: Karla R. Lewis became Chief Executive Officer of Reliance in January 2023 after being appointed to the Board and as President in January 2021. From March 2015 until her promotion to President in January 2021, Mrs. Lewis served as our Senior Executive Vice President, Chief Financial Officer. Mrs. Lewis joined Reliance in 1992 as Corporate Controller and has held various positions of increasing responsibility since then, including serving as Chief Financial Officer from 1999 until January 2021. She was promoted to Senior Vice President in 2000, Executive Vice President in 2002 and Senior Executive Vice President in 2015. Prior to joining Reliance, Mrs. Lewis, a certified public accountant (inactive), was employed by Ernst & Young LLP (Ernst & Whinney) in various professional staff positions. Mrs. Lewis serves as a member of the board of directors of the Metals Service Center Institute (“MSCI”). Mrs. Lewis is also a member of The Goodyear Tire & Rubber Company (Nasdaq: GT) (“Goodyear”) board of directors and serves as a member of its Governance Committee and Human Capital and Compensation Committee. Key Qualifications: As the President and Chief Executive Officer of the Company, Mrs. Lewis has long-time relationships with the Company’s investors and an in-depth knowledge of the Company’s operations, financial position and its strategic vision. Mrs. Lewis analyzes the Company’s organic growth initiatives and evaluates potential acquisitions and opportunities to expand our business and has the skills and experience with the day-to-day operations of the Company necessary to guide its strategy. Mrs. Lewis is active in overseeing the Company’s acquisition strategy and has been involved with all of the Company’s acquisitions since our initial public offering in September 1994, which have totaled over 75. Mrs. Lewis has been a long-time member of the board of directors of the MSCI and is well respected within the metals service center industry and by investors, financial institutions, and credit rating agencies. As the former Chief Financial Officer of the Company, she has proven her ability to raise debt and equity capital for the Company. |

  26. DIRECTORS

    | investor.reliance.com | 2026 Proxy Statement / 23 |

  27. DIRECTORS

    | | ROBERT A. MCEVOY | Independent | | Director Since: 2015 Age: 59 Current Committee Memberships: • Compensation • Nominating and Governance | Recent Business Experience: Robert A. McEvoy was appointed to the Board of Directors in October 2015 and is a member of the Compensation Committee and the Nominating and Governance Committee. Mr. McEvoy’s breadth of knowledge and experience includes the metals industry, mergers and acquisitions, corporate finance, and equity portfolio management. Mr. McEvoy retired from The Goldman Sachs Group, Inc. (“Goldman Sachs”), a multinational investment bank and financial services company, in April 2014 after nine years with the firm. As a managing director at Goldman Sachs, Mr. McEvoy was a portfolio manager focused on the materials and industrials sectors. From 1989 to 2001, Mr. McEvoy held various positions with the investment banking firms of Donaldson, Lufkin & Jenrette and Credit Suisse First Boston. Key Qualifications: Mr. McEvoy’s investment banking and equity investment background, including his particular focus on the metals and mining industry and prior investment banking and analyst experience covering Reliance, enables him to assist the Board and the Company with the benefit of his knowledge of our Company, our industry and competitors, capital markets and financing strategies. Mr. McEvoy’s experience as an investor provides the Board and management perspective on the landscape in which Reliance competes for capital. Mr. McEvoy’s investment banking experience offers insight and experience in evaluating capital market activities and merger and acquisition opportunities. Mr. McEvoy’s historical knowledge of Reliance and the global metals industry as a former analyst covering Reliance and other metals companies affords him a unique perspective and understanding of our business. | |

  28. DIRECTORS

    | | DAVID W. SEEGER | Independent | | Director Since: 2021 Age: 69 Current Committee Memberships: • Compensation • Nominating and Governance (Chair) | Recent Business Experience: David W. Seeger was appointed a director of Reliance in July 2021, has served as the Chair of the Nominating and Governance Committee since 2025, and is also a member of the Compensation Committee. Mr. Seeger served on the board of directors of Zekelman Industries (formerly JMC Steel Group) from 2014 to 2021 and as President from 2010 to 2016. Mr. Seeger has held numerous leadership positions in the metals industry throughout his career, including President of Atlas Tube, a division of JMC Steel Group, from 2005 to 2009. Other than his service on Zekelman Industries’ board of directors, Mr. Seeger has been retired since 2016. Mr. Seeger received a BA degree in business administration from Michigan State University and an MBA from Loyola University Chicago. Key Qualifications: Mr. Seeger has a strong knowledge of the metals industry. As the former President and director of Zekelman Industries, Mr. Seeger has extensive knowledge of steel suppliers and our peer companies and potential acquisition targets that operate in the steel distribution industry, as well as familiarity with the management teams and owners of these companies. Mr. Seeger understands the factors that impact pricing and demand, as well as market factors that impact mills and how they will ultimately impact metals service centers. We believe Mr. Seeger’s experience offers an informed perspective of the Company’s suppliers, which is valuable to Reliance and its stockholders. | |

  29. DIRECTORS

    | 24 / 2026 Proxy Statement | investor.reliance.com |

  30. DIRECTORS

    | | DOUGLAS W. STOTLAR | Independent | | Director Since: 2016 Age: 65 Non-executive Chair of the Board Current Committee Memberships: • Nominating and Governance Other Public Board Service: AECOM Recent Past Public Board Service: LSC Communications, Inc. | Recent Business Experience: Douglas W. Stotlar was appointed a director of Reliance in October 2016. Mr. Stotlar was elected non-executive Chair of the Board effective January 2025 and is a member of the Nominating and Governance Committee. Mr. Stotlar served as President, Chief Executive Officer and Director of Con-way, Inc., a transportation and logistics company (previously known as CNF Inc.) from April 2005 until October 2015. He served as President and Chief Executive Officer of Con-way Transportation Services Inc. (“CTS”), a regional trucking enterprise and a subsidiary of Con-way, Inc., from 2004 until 2005. Mr. Stotlar also served as CTS’ Executive Vice President and Chief Operating Officer from 2002 until 2004, and as CTS’ Executive Vice President of Operations from 1997 until 2002. He served as Vice President at large and was a member of the executive committee of the American Trucking Association and as a director for the Detroit branch of the Federal Reserve Bank of Chicago from December 2014 until December 2016. Mr. Stotlar currently serves as the Lead Independent Director of the Board at AECOM (NYSE: ACM). Mr. Stotlar is a member of the AECOM Nominating and Governance and Audit Committees. Mr. Stotlar was previously a director of LSC Communications, Inc. from 2016 to 2021, then a NYSE-listed public company. Key Qualifications: Mr. Stotlar brings substantial knowledge of the logistics industry, which is important in our business. We believe that Mr. Stotlar’s prior experience as a chief executive officer of a public company provides insight on stockholder relations and management matters. In addition, Mr. Stotlar’s experience on boards of other public companies positions him well to serve as the non-executive Chair of our Board. | |

  31. DIRECTORS

    | investor.reliance.com | 2026 Proxy Statement / 25 |

  32. DIRECTORS

    | | JOHN G. SZNEWAJS | Independent | | Director Since: 2025 Age: 58 Current Committee Memberships: • Audit Other Public Board Service: CMS Energy Corporation; Consumers Energy Company | Recent Business Experience: John G. Sznewajs was appointed a director of Reliance in October 2025 and is a member of the Audit Committee. Mr. Sznewajs is currently a partner at Shore Capital, a lower middle-market private equity firm. From 2007 to 2023, Mr. Sznewajs served as the Vice President and Chief Financial Officer of Masco Corporation (NYSE: MAS), a global manufacturer and marketer of branded home improvement and building products and services. Mr. Sznewajs is also currently a director of CMS Energy Corporation (NYSE: CMS), an energy company operating primarily in Michigan, and serves on its audit, finance, and executive committees. He also serves on the board of directors of CMS Energy Corporation’s principal subsidiary, Consumers Energy Company (NYSE:CMS-P). Mr. Sznewajs was identified as a director candidate by a third-party search firm and was then recommended to the Board by the Nominating and Governance Committee. Mr. Sznewajs earned a Bachelor of Arts in economics from Kalamazoo College and a Master of Business Administration degree from The University of Chicago Booth School of Business. Key Qualifications: Mr. Sznewajs has extensive experience in business and corporate development. His background and knowledge in financial matters, and previous oversight of information technology at Masco Corporation, along with in-depth experience in enterprise-wide strategy, qualify him to serve on the Board. In addition, Mr. Sznewajs’ experience in private equity and service on the board of another public company positions him well to serve on our Board. | |

  33. DIRECTORS

    | 26 / 2026 Proxy Statement | investor.reliance.com |

  34. 2025 Financial and Operating Highlights

    | | 2025 | 2024 | | Net sales | $14.29 billion | $13.84 billion | | Gross profit(1) | $4.11 billion | $4.11 billion | | Gross profit margin(1) | 28.7% | 29.7% | | LIFO expense (income) | $113.7 million | $(144.4) million | | Gross profit margin – FIFO(1) | 29.5% | 28.7% | | Pretax income | $969.2 million | $1,139.9 million | | Pretax income – FIFO(1) | $1,082.9 million | $995.5 million | | Net income – Reliance | $739.4 million | $875.2 million | | Earnings per diluted share | $13.98 | $15.56 | | Change in Reliance closing market price | 7.3% | (3.7)% | | Pretax Income Margin – Annual Cash Incentive Plan(3) | 6.91% | 8.44% | | Tons Sold Growth – Annual Cash Incentive Plan(2)(3) | 7.27% | 6.05% | | Annual return on assets (“ROA”)(4) | 10.15% | 11.57% | | Quarterly dividend rate increase | 9.1% | 10.0% |

  35. 2025 Financial and Operating Highlights

    | | 2025 | 2024 | | Growth in tons sold – Reliance | 6.23% | 4.05% | | MSCI Benchmark growth (decline) | (1.04)% | (2.00)% | | Tons Sold Growth – Annual Cash Incentive Plan | 7.27% | 6.05% |

  36. 2025 Financial and Operating Highlights

    (4) NEO performance-based equity awards are tied to achieving an ROA target over a three-year performance measurement period. Presented below is Company ROA calculated in accordance with our performance-based restricted stock awards, which is calculated as operating income, excluding various non-recurring charges and credits for the year, divided by average total assets for the year.

  37. Changes to 2025 Incentive Plans

    Changes to 2025 Incentive Plans In July 2024, the Compensation Committee, in consultation with its independent compensation consultant, Pay Governance LLC (“Pay Governance”), and with input from management, determined that it would be in the best interests

  38. Changes to 2025 Incentive Plans

    | investor.reliance.com | 2026 Proxy Statement / 31 |

  39. Changes to 2025 Incentive Plans

    of the Company’s stockholders to increase the weighting of the Tons Sold Growth metric under the annual cash incentive plan for 2025 from 10% to 20% of the total opportunity. The Compensation Committee retained the same two performance metrics (Pretax Income Margin and Tons Sold Growth) for the annual cash incentive plan as in 2024 and prior years, but determined to place additional emphasis on the Tons Sold Growth metric due to its importance in promoting growth of the Company’s business and use by the Board and management as a key performance indicator in evaluating the Company’s performance. Consistent with previous years, in 2025 each NEO had a target annual cash incentive award of 150% of their respective base salaries. For the 2025 annual cash incentive award, 80% of any award earned under the annual cash incentive plan was based on Pretax Income Margin and 20% of any award earned was based on Tons Sold Growth, compared to 90% and 10% for such metrics in 2024, respectively. The 2025 performance targets for each of the Pretax Income Margin metric and Tons Sold Growth metric were unchanged from 2024. The allocation of the target annual cash incentive award between the two performance measures in 2025 and 2024 is set forth below:

  40. Changes to 2025 Incentive Plans

    | 2024 | 2025 |

  41. Changes to 2025 Incentive Plans

    | | Pretax Income Margin | 2025 Performance Award (% of Base Salary) | 2024 Performance Award (% of Base Salary) | | Threshold | 5% | 20% | 20% | | Target | 7.5% | 120% | 135% | | Maximum | 10% | 240% | 270% |

  42. Changes to 2025 Incentive Plans

    | | Tons Sold Growth | 2025 Performance Award (% of Base Salary) | 2024 Performance Award (% of Base Salary) | | Threshold | Equal to MSCI Benchmark | 0% | 0% | | Target | 1% in excess of MSCI Benchmark | 30% | 15% | | Maximum | 2% in excess of MSCI Benchmark | 60% | 30% |

  43. Executive Compensation Program Design

    As described in more detail below, we structure our executive officers’ target total direct compensation to be competitive with the median compensation paid by companies with whom we may compete for executive talent, including those in our executive compensation peer group. We tie most of our executives’ compensation to Company performance objectives to drive financial and operating performance and reward executives for delivering stockholder value. We believe that this pay-for-performance philosophy has been instrumental to our success. We manage our business with the long-term objective of creating and maximizing value for our stockholders. Our pay-for-performance philosophy is aligned with and supports this objective. Consistent with our past practice, the Compensation Committee evaluates performance by reviewing: • our operating and financial results, including performance against our executive compensation peer group, our industry peers, and general economic factors that impact our business and industry; • economic return to stockholders over time, both on an absolute basis and relative to other companies, including the S&P 500, our executive compensation peer group and our industry peers; and • achievement of the Company’s goals and objectives (including management development and succession, safety performance, working capital management, growth in profitability and volume, and effective capital allocation). The Compensation Committee has linked a substantial majority of our executives’ total direct compensation directly to the achievement of specific, pre-established Company performance targets. In 2025, approximately 74% of our CEO’s and 70% of our other NEOs’ target total direct compensation was tied to performance targets. While most of our NEOs’ target total direct compensation is tied to annual and long-term performance objectives, the Company does not have a prescribed formula as to what those pay elements should be as a percentage of each executive’s total pay.

  44. Relationship Between Pay and Performance

    Relationship Between Pay and Performance The majority of our executives’ compensation is tied to performance through annual cash incentive awards and long-term equity incentive awards. Management delivered industry-leading operating results in 2025, with a 6.2% increase in tons sold compared to an industry decline of 1.0%. Earnings per diluted share reported under our LIFO method of inventory valuation declined 10.2% from our fourth highest result in 2024, but increased 14.5% when excluding significant LIFO impacts in both years. Annual Cash Incentive Award Plan Consistent with the delivery of industry-leading results in 2025, each NEO received payments under our annual cash incentive plan: (i) above the threshold but below the target level under the Pretax Income Margin metric; and (ii) at the maximum level under the Tons Sold Growth metric, resulting in a total payout equal to 156.4% of base salary for each NEO. For 2025, 80% of the award opportunity available under the annual cash incentive plan was based on the Company’s Pretax Income Margin and 20% of the award opportunity was based on growth in tons sold relative to the MSCI Benchmark. In 2025, the target allocation of the cash incentive award between the two separate performance metrics was as follows:

  45. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

  46. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    | investor.reliance.com | 2026 Proxy Statement / 33 |

  47. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    The Pretax Income Margin portion of the annual cash incentive plan opportunity for 2025 was established on a sliding scale as set forth below:

  48. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    | | Pretax Income Margin | 2025 Performance Award (% of Base Salary) | | Threshold | 5% | 20% | | Target | 7.5% | 120% | | Maximum | 10% | 240% |

  49. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    These goals were unchanged from those used in 2024 as the Company and Committee believed they were sufficiently demanding and consistent with our pay-for-performance philosophy. 2025 Pretax Income Margin (calculated in accordance with our annual cash incentive plan) was 6.91%, which resulted in each NEO earning an award under the Pretax Income Margin portion of the annual cash incentive plan equal to 96.4% of their base salary as determined by straight-line interpolation within the applicable threshold to target payout range. See page 30. For 2025, the Compensation Committee set the portion of the target annual cash incentive award to be earned based upon Tons Sold Growth at 30% of base salary, which amount would be earned if growth in tons sold exceeded the MSCI Benchmark by 1%. The maximum award of 60% of base salary would be earned if growth in tons sold exceeded the MSCI Benchmark by 2%. No payment under the Tons Sold Growth metric would be made if tons sold decline year-over-year or fail to exceed the MSCI Benchmark. The Tons Sold Growth portion of the annual cash incentive plan opportunity for 2025 was established on a sliding scale as set forth in the table below.

  50. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    | | Growth in Tons Sold | 2025 Performance Award (% of Base Salary) | | Threshold | Equal to MSCI Benchmark | 0% | | Target | 1% in excess of MSCI Benchmark | 30% | | Maximum | 2% in excess of MSCI Benchmark | 60% |

  51. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    As with our Pretax Income Margin goals, our Tons Sold Growth objectives were unchanged from those used in 2024. 2025 Tons Sold Growth (calculated in accordance with our annual cash incentive plan) was 7.27%, which resulted in each NEO receiving the maximum award, or 60% of base salary, under the portion of the 2025 annual cash incentive plan related to the Tons Sold Growth metric. See page 30. The Compensation Committee, in consultation with Pay Governance and with input from management, selected Pretax Income Margin and Tons Sold Growth as the performance metrics for the annual cash incentive opportunity for 2025. The Compensation Committee selected Pretax Income Margin because it aligns with how management and the Board measure the Company’s performance and is typically one of the most important metrics used in the Company’s corporate and operational decision-making in evaluating how well management converts revenues into pretax profit. Tons Sold Growth was selected as a second performance metric by the Compensation Committee because it promotes growth, compares the Company’s performance against an industry indicator, and complements and achieves an appropriate balance with the Pretax Income Margin metric. The combination of maintaining or increasing our gross profit margin, which is a key driver of our pretax margin, and increasing our tons sold are critical to our growth and value creation strategy. The target and actual cash incentive awards provided to our NEOs for 2025 were as follows:

  52. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    | | End of Year Base Salary ($) | Target (%) Base Salary | Actual Award for 2025 Performance ($) | Actual (%) Base Salary | | Karla R. Lewis | 1,325,000 | 150% | 2,072,300 | 156.4% | | Arthur Ajemyan | 725,000 | 150% | 1,133,900 | 156.4% | | Stephen P. Koch | 795,000 | 150% | 1,243,380 | 156.4% | | William A. Smith II | 665,000 | 150% | 1,040,060 | 156.4% |

  53. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    | 34 / 2026 Proxy Statement | investor.reliance.com |

  54. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    Long-Term Equity Incentive Compensation Plan The Compensation Committee makes annual awards of both service-based and performance-based long term equity incentive compensation. The allocation of performance-based and service-based equity awards is intended to balance performance and retention objectives. In striking an appropriate balance between performance-based and service-based equity awards, the Compensation Committee seeks to incentivize strong performance while also strengthening the retention aspects of the long-term equity awards since the Company does not maintain employment agreements with its officers. In 2024, 2025 and 2026, 80% of the CEO, CFO and COO’s target equity awards are performance-based and 70% of the other NEO’s target equity awards are performance-based. The NEOs’ performance-based equity awards are tied to achieving an ROA target over a three-year measurement period. The Compensation Committee has determined that a three-year ROA measurement period, which is directly influenced by management’s decisions and market conditions, is an effective metric to measure management’s long-term performance. ROA also complements and achieves an appropriate balance with the one-year Pretax Income Margin and Tons Sold Growth metrics under the annual cash incentive award program by holding management responsible for the efficient use of assets to produce growth and operating profits over a multi-year period. The issued and outstanding 2024, 2025 and 2026 performance-based equity awards will vest if the Company achieves an ROA result at or above 7% over the applicable three-year performance periods, subject to a prescribed maximum. The goals associated with the performance-based awards granted in 2025 and 2026 were unchanged from the performance-based awards granted in 2024. The performance-based awards granted in 2025 and 2026 will vest if the Company achieves an ROA result over a three-year performance period ending December 31, 2027 and 2028, respectively, at or above 7%. The three-year ROA performance metrics for the performance-based equity awards granted in 2024, 2025 and 2026 are set forth in the following table:

  55. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    | | 2024/2025/2026 Awards 3-Year ROA | Awards Vested (%) | | Threshold | 7% | 25% | | Target | 10% | 100% | | Maximum | 13% | 200% |

  56. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    Results for the performance-based equity awards granted in 2023 were determined in February 2026 based on the Company’s ROA in the three-year measurement period from January 1, 2023 through December 31, 2025. The Company’s ROA in the three-year measurement period was 12.81%, which is above the target and resulted in 196.2% of the target number of awards vesting, based on straight-line interpolation within the applicable target to maximum payout range. See page 31.

  57. ANNUAL CASH INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

    | investor.reliance.com | 2026 Proxy Statement / 35 |

  58. What We Do

    | We align executive compensation with the interests of our stockholders: ● Strong pay-for-performance compensation structure. In 2025, approximately 74% of our CEO’s and 70% of our other NEOs’ target total direct compensation was tied to performance metrics. See pages 32 & 37. ● Target total direct compensation of our NEOs designed to approximate the market median of our executive compensation peer group when target performance levels are achieved. See page 37. ● In 2024, 2025 and 2026, 80% of the CEO, CFO and COO’s target equity awards were performance-based and 70% of the other NEO’s target equity awards were performance-based. See page 43. ● Stock ownership requirements applicable to all directors and corporate officers, including the NEOs. See pages 47 & 69. ● Policy for recovery of erroneously awarded compensation (clawback) that applies to all incentive cash and equity compensation. See page 48. ● Actual payouts and realized pay levels of our NEOs that historically have been highly aligned with the annual and long-term returns received by our stockholders. | Our executive compensation program is designed to reward the Company’s executive officers for strong operational and financial performance and to avoid excessive risk-taking: ● Double-trigger provisions for accelerated vesting of equity awards upon a change in control. See page 45. ● All NEO performance-based equity awards are tied to three-year performance targets. See page 43. ● Broad and deep distribution of equity awards throughout management while managing the dilutive impact and expense associated with those awards. See page 43. ● No perquisites for NEOs. See page 45. ● Annual stockholder advisory vote to approve NEO compensation. See page 12. ● Independent compensation committee. See page 40. ● Independent compensation consultant. See page 41. ● Independent, non-executive Chair of the Board enhances the effectiveness of the Board’s oversight and governance and compensation practices. See page 67. ● All employee equity awards are subject to a minimum one-year vesting period, except with respect to a maximum of 5% of the remaining shares available for issuance under the Plan. |

  59. What We Don’t Do

    | We adhere to executive compensation best practices: | | | No incentive plan design or feature which would encourage excessive risk-taking. No possibility of unlimited compensation; all variable compensation plans have caps on plan formulas. No employment agreements, change in control/golden parachute agreements or other similar agreements with any executive officer. See page 45. No tax gross-ups for perquisites, change in control excise taxes or otherwise. | No hedging of Reliance securities permitted by directors, officers and designated insider employees subject to our Insider Trading and Securities Compliance Policy. See page 48. No pledging of Reliance securities permitted by directors, officers and designated insider employees subject to our Insider Trading and Securities Compliance Policy. See page 48. No acceleration of unvested awards permitted, except for death, disability, a qualified retirement or termination without cause following a change in control. |

  60. Compensation Program Objectives

    Compensation Program Objectives Our compensation program is designed and managed to align executive compensation with Company performance, motivate our executives to deliver financial and operating results that create and maximize value for our stockholders, and attract and retain key executive talent. While the Compensation Committee has structured individual components of pay to vary from market medians, it aims for our NEOs’ target total compensation to approximate the market median when performance targets are achieved. We believe it is important that our executive compensation program: • Aligns the interests of our executives with those of our stockholders. We align the financial interests of our executive officers with the interests of our stockholders by tying the majority of our executives’ incentive compensation directly to Company performance. In addition, we have implemented significant stock ownership requirements for our executive officers to strengthen the alignment of their interests and our stockholders’ interests. Payouts and compensation realized by our NEOs have been highly aligned with returns earned by our stockholders. • Promotes and maintains a performance- and achievement-oriented culture. In 2025, approximately 74% of our CEO’s and 70% of our other NEOs’ target total direct compensation was tied to performance metrics. We establish performance targets that are demanding, support our strategic and financial objectives, and promote long-term stockholder value, without encouraging unnecessary or excessive risk-taking. • Is competitive. Our program is designed to attract, retain and motivate talented and skilled executives. As such, we structure target total direct compensation to be competitive with the median compensation paid by companies with whom we may compete for executive talent, including those in our executive compensation peer group. While individual components of pay may vary from market medians, we aim for target total direct compensation to approximate market median when performance targets are achieved. The Company enjoys a team-oriented corporate culture and rewards the entire team of corporate officers for their collaborative effort that is reflected in the Company’s industry-leading performance. Attracting and retaining a team of outstanding corporate officers with complementary skills and expertise has proven successful for the Company’s growth, both organically and through acquisitions, and for maintaining the Company’s profitable financial performance, each of which enhances stockholder value. In order to promote our team culture, the Compensation Committee considers internal pay equity when setting compensation levels for our executives. This team approach is best illustrated by our annual cash incentive award program in which all NEOs have the same target annual cash incentive award opportunity (150% of their respective base salaries) based on the same performance objectives.

  61. Elements of Compensation

    | Element | Type | Description | | | Annual performance-based cash incentive awards (see page 43) | • The annual cash incentive plan provides NEOs an opportunity to earn annual cash incentive awards based on Reliance’s annual performance. The incentive opportunity is expressed as a percentage of base salary, ranging from zero for results below the applicable thresholds up to a maximum of 300% of base salary if certain financial targets are met. In 2025, 80% of the incentive opportunity under the annual cash incentive plan was based on the Company’s Pretax Income Margin and 20% of the incentive opportunity was based on the Tons Sold Growth metric. • If the Company achieved a Pretax Income Margin between 5% and 10% in 2025, the actual incentive award would be determined using straight-line interpolation within the applicable payout range (threshold to target or target to maximum). 2025 Pretax Income Margin (calculated in accordance with our annual cash incentive plan) was 6.91%, which resulted in each NEO earning an award equal to 96.4% of base salary. • If the Company achieved growth in tons sold in 2025 exceeding the MSCI Benchmark by 1%, then the target annual incentive award of 30% of base salary would be earned. The maximum award of 60% of base salary would be earned if growth in tons sold exceeded the MSCI Benchmark by 2%. No payment under the Tons Sold Growth metric would be made if tons sold decline year-over-year or fail to exceed the MSCI Benchmark. 2025 growth in tons sold was 7.27% in excess of the MSCI Benchmark, which resulted in each NEO earning the maximum award equal to 60% of base salary. • In 2025, target annual cash incentive opportunities compared to similar executives of companies in our executive compensation peer group approximate: (i) the 25th percentile for our CEO; and (ii) the top quartile for our other NEOs. • To promote internal pay equity and reinforce an executive team concept, the NEOs’ target annual cash incentive opportunities are based on the same salary percentages. | | Long-Term Equity Compensation | Restricted stock unit awards (see page 43) | • In 2024, 2025 and 2026, 80% of the CEO, CFO and COO’s target equity awards are performance-based and 70% of the other NEO’s target equity awards are performance-based. • Comparing the grant date fair value of RSU awards granted in 2025 to equity awards granted to comparable officers in our executive compensation peer group, (i) the CEO approximated the 25th percentile, (ii) the CFO fell below the 25th percentile, (iii) the COO fell between the 50th and 75th percentile, and (iv) the other NEO fell between the 25th and 50th percentile. • Results for the three-year performance-based awards that vested on December 31, 2025 resulted in 196.2% of the target number of awards vesting, which represented performance above target over the three-year performance measurement period. |

  62. Elements of Compensation

    | Element | Type | Description | | Retirement or Deferred Compensation Benefits | Supplemental Executive Retirement Plan (see page 44) | • The Supplemental Executive Retirement Plan (“SERP”) was frozen to new participants as of January 1, 2009. • Based on her long tenure with the Company, our CEO is the only remaining active participant in the SERP. • The SERP benefit is set to 38% of the average of the participant’s highest five years total cash compensation during the final ten years of employment. • In comparing the SERP benefit to the retirement benefits offered to similar executives at companies in our executive compensation peer group, the Compensation Committee found that the benefits to our CEO under the SERP are in the top quartile of retirement benefits at companies in our executive compensation peer group. | | | Deferred Compensation Plan (see page 44) | • The Reliance, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) provides supplemental retirement benefits to certain key employees through discretionary Company contributions. • Because she participates in the SERP, Mrs. Lewis does not receive discretionary Company contributions under the Deferred Compensation Plan. Messrs. Ajemyan, Koch, and Smith, who do not participate in the SERP, receive discretionary Company contributions under the Deferred Compensation Plan. | | | | • In comparing the discretionary Company contribution benefit under the Deferred Compensation Plan to the retirement benefits offered to similar executives at companies in our executive compensation peer group, the Compensation Committee found that the target values for Messrs. Ajemyan, Koch, and Smith would be between the 25th and 50th percentile. | | Other Benefits | Standard Benefits Widely Available to Employees | • The NEOs participate in the same benefit plans broadly available to all full-time Company employees, including health insurance and 401(k) plans. | | | No Perquisites (see page 45) | • No perquisites for NEOs. |

  63. Allocation of Compensation Components

    in 2025. The percentages reflect the NEOs’ 2025 salaries and target annual cash incentive compensation, as well as the grant date fair values of both service-based RSUs and the target number of performance-based RSUs granted in 2025.

  64. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee annually engages an independent compensation consultant to assist it in connection with the review and evaluation of the total compensation package provided to the NEOs and the individual elements thereof. In 2025, the Compensation Committee engaged Pay Governance as its independent compensation consultant. Pay Governance reports directly to the Compensation Committee and neither it nor any of its affiliates provided any services to the Company, other than the services to the Compensation Committee with respect to executive compensation and the Nominating and Governance Committee with respect to reviews of our director compensation, which the Board believes does not interfere with the independence of the consultant. The Compensation Committee conducted an assessment of Pay Governance’s independence, taking into account the factors specified in the NYSE listing standards as well as information provided by Pay Governance, and based on that assessment, determined that Pay Governance is independent.

  65. Compensation Committee Review of Executive Compensation Peer Group and Other Data

    Compensation Committee Review of Executive Compensation Peer Group and Other Data The Compensation Committee considers information from a variety of sources when making decisions regarding NEO compensation. The Compensation Committee analyzes both the individual elements and the total compensation package for each NEO, as well as the relationship of those packages among the NEOs. Together with its independent compensation consultant, the Compensation Committee reviews our financial statements and compares our financial results with those of both our executive compensation peer group and our industry peer group, as well as other factors specifically impacting the metals industry, and compares compensation information for our NEOs with that available for comparable executives. In determining each executive’s total compensation package, the Compensation Committee considers both qualitative and quantitative criteria, as well as the CEO’s recommendations and performance evaluations, and historical compensation records of the Company. Although a significant majority of compensation is tied to Company performance, the Compensation Committee has no pre-determined mix or allocation among the various elements of compensation. The Compensation Committee annually reviews and, as appropriate, revises the executive compensation peer group in an effort to assure the group continues to reflect any changes in the Company’s business, strategy, and size as measured by revenue, stock market capitalization, and other factors. The Compensation Committee also considers additional factors such as the Company’s stock performance as compared with standard indices, such as the S&P 500, as well as our industry peer group. The Compensation Committee reviews the issued and outstanding but unvested equity awards and common stock actually held by each NEO and recognizes that the NEOs are directly impacted by the Company’s stock price and, accordingly, their interest in the Company’s performance and the impact it has on the market value of the Company’s stock is closely aligned with that of the Company’s stockholders. The combination of these analyses helps the Compensation Committee assess how our NEOs are compensated compared to their peers—in terms of individual components and total compensation, the reasonableness of the Company’s incentive plan objectives, the alignment of pay and performance, the potential need for recalibration of the Company’s pay and incentive goals, and the actual elements of NEO compensation.

  66. Executive Compensation Peer Group

    Executive Compensation Peer Group There are no public companies in the metals service center industry that are closely comparable to the Company in terms of size, stock market capitalization, complexity and financial performance. Accordingly, in considering executive compensation for 2025, as in prior years, the Compensation Committee and the independent compensation consultant used the executive compensation peer group set forth below. The Compensation Committee, with input from executive management and the independent compensation consultant, annually reviews specific criteria and recommendations regarding companies to add or remove from the peer group to ensure that the companies in the peer group remain relevant and provide meaningful compensation comparisons. The

  67. Executive Compensation Peer Group

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  68. Executive Compensation Peer Group

    Compensation Committee strives to maintain consistency in the peer group from year-to-year and only makes changes when appropriate in consultation with Pay Governance and executive management. The executive compensation peer group includes companies in the metals processing and distribution industry as well as industrial and manufacturing companies of comparable size in terms of revenues and/or stock market capitalization and complexity. The executive compensation peer group has been constructed, in part, such that the Company’s revenues, stock market capitalization, enterprise value and invested capital generally approximate the median of the executive compensation peer group companies. However, the industrial and manufacturing companies in this peer group are not impacted at all, or are affected to a lesser degree than Reliance, by fluctuations in metals pricing. The executive compensation peer group for 2025 compensation purposes did not change from 2024 and consisted of the following companies:

  69. Executive Compensation Peer Group

    | • AGCO Corporation | • Dover Corporation | • Parker-Hannifin Corporation | | • Alcoa Corporation | • Eaton Corporation plc | • Steel Dynamics, Inc. | | • Ball Corporation | • Genuine Parts Company | • United States Steel Corporation | | • Cleveland-Cliffs Inc. | • Illinois Tool Works Inc. | • W.W. Grainger, Inc. | | • Commercial Metals Company | • LKQ Corporation | • WESCO International, Inc. | | • Crown Holdings, Inc. | • Nucor Corporation | • Westinghouse Air Brake Technologies Corporation | | • Cummins Inc. | • PACCAR Inc. | |

  70. Analysis of 2025 Company and Executive Compensation Peer Group Compensation

    Analysis of 2025 Company and Executive Compensation Peer Group Compensation In 2025, the Compensation Committee reviewed the Company’s financial statements and stock performance in comparison to the executive compensation peer group’s most currently available financial and stock market data. Consistent with the Company’s pay-for-performance philosophy, the Compensation Committee also considered the total direct compensation (base salary, annual cash incentive award and equity awards) and retirement plan benefits of the NEOs as compared to comparable officers in the executive compensation peer group. Compared to the executive compensation peer group (based on each peer group member’s most recently released annual financial statements): • the Company ranked at the 38th percentile for revenues in 2025; •

  71. Base Salary

    The Compensation Committee reviews NEO salaries annually and makes adjustments to reflect merit, promotion or change in role and changes in market salaries for similar positions. In February 2025, after a review of the base salaries of comparable officers at companies in our executive compensation peer group and in consultation with the independent compensation consultant, the Compensation Committee recommended, and the independent directors of the Board approved, base salary increases for the NEOs of approximately 2% effective January 1, 2025 (pro-rated to reset annual increase date to January 1 from July 1). These base salary increases were effective as of January 1, 2025. Consistent with our historical pay practices, even after these adjustments, the base salaries of our NEOs continued to remain at or below the median results of comparable officers in our executive compensation peer group. We do not have employment agreements with any of our executive officers. No executive officer has a minimum base salary or guaranteed salary increase.

  72. Annual Cash Incentive Awards

    Annual Cash Incentive Awards As described above in “Relationship Between Pay and Performance — Annual Cash Incentive Award Plan,” in 2025, the Compensation Committee employed Pretax Income Margin and Tons Sold Growth as the metrics for measuring the Company’s financial performance under the annual cash incentive plan. In concert with the Company’s compensation philosophy of overweighting performance-based pay, our NEOs have annual cash incentive opportunities that may result in higher cash payments than those for comparable officers within our executive compensation peer group, but such awards are only payable if the Company meets demanding objectives. Compared to their respective counterparts in our executive compensation peer group, this structure currently results in total target cash compensation between the 25th percentile and 50th percentile for our CEO, between the 50th percentile and 75th percentile for our CFO and COO, and near the top quartile for our other NEO. Each NEO had a 2025 target annual cash incentive award of 150% of their respective base salary. In 2025, 80% of any award earned under the annual cash incentive plan was based on Pretax Income Margin and 20% of any award earned was based on Tons Sold Growth. The target annual cash incentive opportunities compared to similar executives of companies in our executive compensation peer group approximate the 25th percentile for our CEO and the top quartile for our other NEOs. The Pretax Income Margin portion of the 2025 annual cash incentive plan opportunity was established by the Compensation Committee on a sliding scale, ranging from zero for results below the 5% Pretax Income Margin threshold, 20% of base salary for results at the 5% Pretax Income Margin threshold, a target of 120% of base salary for results at 7.5% Pretax Income Margin and up to a maximum of 240% of base salary for results at Pretax Income Margin of 10% or higher. If the Company achieved a Pretax Income Margin between 5% and 10%, the actual incentive award would be determined using straight-line interpolation within the applicable payout range (threshold to target or target to maximum). In addition to Pretax Income Margin, the Compensation Committee set a portion of the 2025 target annual cash incentive award to be earned based upon Tons Sold Growth at 30% of base salary, which amount would be earned if growth in tons sold exceeded the MSCI Benchmark by 1%. The maximum award of 60% of base salary would be earned if growth in tons sold exceeded the MSCI Benchmark by 2%. No payment under the Tons Sold Growth metric would be made if tons sold decline year-over-year or fail to exceed the MSCI Benchmark. The actual incentive award is determined by straight-line interpolation within the applicable payout range (threshold to target or target to maximum). When analyzing the actual and potential payouts under the Company’s annual cash incentive plan, especially its maximum incentive awards and resulting cash compensation levels, the Committee found the plan supported its pay-for-performance principles in 2025.

  73. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The Compensation Committee recommends grants of annual discretionary equity awards for the NEOs, but the independent directors of the Board approve all such grants. The Compensation Committee considers executive compensation peer group data from the independent compensation consultant as well as the recommendations of our CEO with respect to any grants of equity awards to the NEOs (other than the CEO) and other corporate officers and key employees. In making its recommendations to the independent directors, the Compensation Committee considers the position of the NEO, his or her importance to the Company’s results and operations, his or her individual performance and contributions,

  74. Long-Term Equity Incentive Compensation

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  75. Long-Term Equity Incentive Compensation

    the equity awards previously granted to that individual, the terms and market value of the equity grant, the total value of the equity grant and the relative number of such recommended grants among the various individuals then under consideration for grants, as well as the potential dilution and the related expense as a percentage of pretax income. The Committee also considers market data for executives in comparable positions within our executive compensation peer group. In 2025, 80% of the target equity awards issued to each of our CEO, CFO and COO were performance-based and 70% of the other NEO’s target equity awards were performance-based. The allocation of performance-based and service-based awards is intended to balance performance and retention objectives. In striking an appropriate mix between service- and performance-based equity awards, the Compensation Committee sought to design a program that incentivizes strong performance balanced with the retention value of our long-term equity awards since the Company does not maintain employment agreements with its executive officers. Unvested performance-based equity awards will be forfeited if the Company’s ROA results in the three-year measuring period are below the threshold performance level. All service- and performance-based equity awards will be forfeited if the awardee voluntarily leaves the Company or is terminated for cause. The award agreements provide for prorated vesting if an awardee’s employment terminates (i) due to a qualifying retirement, death or disability or (ii) without cause following a change in control. ROA for the performance period is calculated as the average annual ROA (operating income for the year (as adjusted for certain non-recurring items) divided by the average total assets for the year) in the three-year measurement period. The actual incentive award is determined by straight-line interpolation within the applicable payout range (threshold to target or target to maximum).

  76. Long-Term Equity Incentive Compensation

    | | 2024/2025/2026 Awards 3-Year ROA | Awards Vested (%) | | Threshold | 7% | 25% | | Target | 10% | 100% | | Maximum | 13% | 200% |

  77. Long-Term Equity Incentive Compensation

    Comparing the grant date fair value of RSU awards granted in 2025 to equity awards granted to comparable officers in our executive compensation peer group, (i) the CEO approximated the 25th percentile, (ii) the CFO fell below the 25th percentile, (iii) the COO fell between the 50th and 75th percentile, and (iv) the other NEO fell between the 25th and 50th percentile. Results for the performance-based equity awards granted in 2023 were determined in February 2026 and resulted in 196.2% of the target number of awards vesting based on an ROA of 12.81% for the three-year performance period ended December 31, 2025 using straight-line interpolation within the applicable target to maximum payout range. Each of ROA and Pretax Income Margin provide different insight into the Company’s financial performance. Pretax Income Margin is a measure of how well a company converts revenues into pretax profit while ROA measures how well a company uses its assets to generate profits. The Compensation Committee believes having a combination of these metrics in our incentive structures provides for a balanced approach to measuring financial performance as it ensures the company places equal emphasis on efficiently using its assets and converting more profit per dollar of revenue before taxes.

  78. No Employment Agreements; Potential Payments Upon Termination or Change in Control

    No Employment Agreements; Potential Payments Upon Termination or Change in Control We do not have individual employment agreements that provide change in control or severance benefits to any of our executive officers, including the NEOs. We have been successful in attracting and retaining an experienced and effective management team without the use of such agreements. Most of our executives have been with Reliance for many years and have built their careers at Reliance and/or its subsidiaries. On average, our NEOs have more than 25 years of tenure with Reliance. Generally, if an awardee ceases to be employed by the Company before his or her RSU awards vest, the issued and outstanding awards are forfeited on the date the awardee is terminated. However, the awardee (or their beneficiary) is eligible to receive a prorated payout of his or her award based on the number of days employed during the vesting period if the termination of employment is without cause following a change in control or results from death, disability, or a qualifying retirement. For purposes of a participant’s equity awards, a “qualifying retirement” means a termination of employment (other than for cause) after the participant has attained age 62 and completion of at least 10 consecutive years of service with the Company or a subsidiary. Each of our executive officers, including the NEOs, is subject to a customary confidentiality and trade secrets agreement with the Company.

  79. Executive Severance Policy

    Executive Severance Policy In 2025, the independent directors of the Board adopted an Executive Severance Policy (the “Severance Policy”) for employees of the Company who are appointed as officers by the Board (including the NEOs) and certain key employees of the Company’s subsidiaries (the “Covered Employees”). The Severance Policy provides for the payment of severance and other benefits to the Covered Employees in the event of a termination of employment by the Company without cause, as defined in the Severance Policy (a “Qualifying Termination”). In the event of a Qualifying Termination, and subject to the Covered Employees execution of a general release and waiver of claims against the Company, the Severance Policy provides for the following payments to Covered Employees: • A lump sum cash payment equal to the product of the Covered Employee’s monthly base salary in effect as of date of termination multiplied by 12 (or, if the Covered Employee has been employed for fewer than 12 months, an amount equal to the monthly base salary multiplied by the number of months employed); A lump sum cash payment equal to: (i) a pro-rata portion of the Covered Employee’s annual bonus for the year in which the Qualifying Termination occurs, based on the Company’s year-to-date performance through the full month prior to the date of termination, plus (ii) an amount equal to 50% of the Covered Employee’s target

  80. Executive Severance Policy

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  81. Executive Severance Policy

    annual bonus (unless the Covered Employee has been employed for less than 12 months, in which case they are not eligible for such payment); and • A lump sum payment equal to the cost of up to 12 months of COBRA premiums for the Covered Employee and his or her eligible dependents, if any. Additionally, if within 24 months of a Covered Employee’s termination of employment, the Company determines, after a good faith investigation, that the Covered Employee engaged in conduct during the term of his or her employment that would have constituted grounds for termination for cause (as defined in the Severance Policy), then the Covered Employee will be required to repay all amounts received under the Severance Policy.

  82. Estimated Benefits Upon Termination or Change in Control

    Estimated Benefits Upon Termination or Change in Control The following table and discussion set forth the estimated incremental value that would have been transferred to each NEO under various scenarios relating to a termination of employment if such termination had occurred on December 31, 2025. The actual amounts that would be paid to any NEO upon termination of employment can only be determined at the time of an actual termination of employment and would vary from those listed below.

  83. Estimated Benefits Upon Termination or Change in Control

    | | Qualified Retirement ($) | Termination for Cause ($) | Termination Without Cause ($) | Termination Without Cause Following Change-in- Control ($) | Change-in- Control Only ($) | Death ($) | Disability ($) | | Karla R. Lewis | | | | | | | | | Cash severance payment(1) | 0 | 0 | 2,318,750 | 2,318,750 | 0 | 0 | 0 | | Value of accelerating vesting of incentive compensation(2) | 8,476,222 | 0 | 0 | 8,476,222 | 0 | 8,476,222 | 8,476,222 | | Continuation of benefits(3) | 0 | 0 | 32,307 | 32,307 | 0 | 0 | 0 | | Pension and nonqualified compensation benefit(4) | 1,204,985 | 0 | 1,204,985 | 1,949,044 | 0 | 0 | 1,204,985 | | Total | 9,681,207 | 0 | 3,556,042 | 12,776,323 | 0 | 8,476,222 | 9,681,207 | | Arthur Ajemyan | | | | | | | | | Cash severance payment(1) | 0 | 0 | 1,268,750 | 1,268,750 | 0 | 0 | 0 | | Value of accelerating vesting of incentive compensation(2) | 1,883,353 | 0 | 0 | 1,883,353 | 0 | 1,883,353 | 1,883,353 | | Continuation of benefits(3) | 0 | 0 | 32,307 | 32,307 | 0 | 0 | 0 | | Pension and nonqualified compensation benefit(4) | 385,043 | 0 | 0 | 385,043 | 385,043 | 385,043 | 385,043 | | Total | 2,268,396 | 0 | 1,301,057 | 3,569,453 | 385,043 | 2,268,396 | 2,268,396 | | Stephen P. Koch | | | | | | | | | Cash severance payment(1) | 0 | 0 | 1,391,250 | 1,391,250 | 0 | 0 | 0 | | Value of accelerating vesting of incentive compensation(2) | 4,708,740 | 0 | 0 | 4,708,740 | 0 | 4,708,740 | 4,708,740 | | Continuation of benefits(3) | 0 | 0 | 32,307 | 32,307 | 0 | 0 | 0 | | Pension and nonqualified compensation benefit(4) | 78,528 | 0 | 0 | 78,528 | 78,528 | 78,528 | 78,528 | | Total | 4,787,268 | 0 | 1,423,557 | 6,210,825 | 78,528 | 4,787,268 | 4,787,268 | | William A. Smith II | | | | | | | | | Cash severance payment(1) | 0 | 0 | 1,163,750 | 1,163,750 | 0 | 0 | 0 | | Value of accelerating vesting of incentive compensation(2) | 1,632,040 | 0 | 0 | 1,632,040 | 0 | 1,632,040 | 1,632,040 | | Continuation of benefits(3) | 0 | 0 | 32,307 | 32,307 | 0 | 0 | 0 | | Pension and nonqualified compensation benefit(4) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | 1,632,040 | 0 | 1,196,057 | 2,828,097 | 0 | 1,632,040 | 1,632,040 |

  84. Estimated Benefits Upon Termination or Change in Control

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  85. Estimated Benefits Upon Termination or Change in Control

    Includes a lump sum payment equal to twelve months of monthly base salary and 50% of the target annual bonus for 2025 under the Severance Policy (see page 45). (2) Includes the prorated value of the number of unvested RSUs granted in 2024 and 2025 based on Company ROA calculated over a shortened measurement period ended December 31, 2025. (3) Includes a lump sum payment equal to the cost of twelve months of COBRA premiums under the Severance Policy (see page 45). Excludes certain benefits generally available to salaried employees, such as certain disability benefits, accrued vacation and distributions under the 401(k) Plan and ESOP. (4) Represents the amount of benefit in excess of the present value of accumulated benefits payable on retirement under the SERP or the amount of unvested company contributions under the Deferred Compensation Plan (see page 44). The annual cash incentive and 2023 performance-based RSU awards do not provide incremental value upon termination or a change in control without termination occurring on December 31, 2025, as the NEO would be fully vested in the 2025 annual cash incentive and the performance-based restricted stock awards granted in 2023, having been employed throughout the entire performance period. The SERP provides that if a participant is terminated without cause following a change in control or after the participant has attained age 55 and completed 10 years of service, then any unvested rights of a participant to receive certain retirement benefits under the SERP shall become fully vested. There is also a death and disability benefit. The Deferred Compensation Plan provides that a participant becomes vested in any Company contributions upon the earlier of: (i) the date such participant attains age 55 and has at least five years of service in an eligible role; and (ii) the date such participant attains age 62. The Deferred Compensation Plan provides that the participants receive their vested account balance upon termination and receive their total account balance upon a change in control, death or disability. The RSU award agreements provide for the following prorated vesting if an awardee’s employment terminates (i) due to a qualifying retirement, death or disability or (ii) without cause following a change in control (also known as a “double trigger”): • the service-based RSUs will become vested by prorating the number of such RSUs as if the vesting period ended on the date of the termination, and • the performance-based RSUs will become vested only upon the achievement of the relevant performance metric measured over a shortened performance period ending on the most recent quarter-end prior to termination, with the number of shares prorated accordingly.

  86. Hedging and Pledging Policies

    Hedging and Pledging Policies Our Insider Trading and Securities Compliance Policy contains provisions restricting the hedging and pledging of Company securities by our directors, officers and certain employees. Derivatives Trading. Directors, officers and designated insider employees subject to our Insider Trading and Securities Compliance Policy may not purchase or sell options on Reliance common stock or engage in short sales of Reliance common stock. Hedging Policy. Directors, officers and designated insider employees subject to our Insider Trading and Securities Compliance Policy are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that hedge or offset any change in the value of the Company’s securities held directly or indirectly by such individual, including units granted as a component of compensation or otherwise. None of the Company’s directors or executive officers had any such hedging arrangements in place as of December 31, 2025. Pledging Policy. Directors, officers and designated insider employees subject to our Insider Trading and Securities Compliance Policy are prohibited from holding securities of the Company in a margin account or pledging such securities as collateral for loans, except for securities pledged as of the effective date of the policy or which have already been pledged at the time an individual becomes a director, officer or designated insider employee. None of the Company’s directors or executive officers had any such pledging arrangements in place as of December 31, 2025. Policies and Practices Related to the Timing of Option Awards. While we do not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material nonpublic information, the Compensation Committee does not seek to time equity grants to take advantage of information, either positive or negative, about our Company that has not been publicly disclosed. As of December 31, 2025, there were no options outstanding under our Second Amended and Restated 2015 Incentive Plan or our Directors Equity Plan. The independent directors approve all equity awards granted to the executive officers. Approval of the equity awards for the executive officers generally occurs at the Committee’s regularly scheduled quarterly meeting in the first quarter of each year, although on occasion the Committee has approved new-hire, retention, or promotion grants outside of that cycle. It has been our recent practice to grant most of our equity awards in the form of RSUs.

  87. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  88. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Karla R. Lewis President and Chief Executive Officer | 2025 | 1,325,000 | 7,653,350 | 2,072,300 | 1,889,386 | 434,353 | 13,374,389 | | | 2024 | 1,275,000 | 7,407,708 | 2,805,400 | 1,520,466 | 467,859 | 13,476,433 | | | 2023 | 1,225,000 | 7,200,503 | 3,750,000 | 1,484,294 | 659,476 | 14,319,273 | | Arthur Ajemyan Senior Vice President, Chief Financial Officer | 2025 | 725,000 | 1,700,479 | 1,133,900 | — | 259,173 | 3,818,552 | | | 2024 | 692,500 | 1,645,965 | 1,532,180 | — | 229,146 | 4,099,791 | | | 2023 | 625,000 | 1,399,891 | 2,025,000 | — | 180,560 | 4,230,451 | | Stephen P. Koch Executive Vice President, Chief Operating Officer | 2025 | 795,000 | 4,251,495 | 1,243,380 | — | 285,241 | 6,575,116 | | | 2024 | 765,000 | 4,115,200 | 1,683,240 | — | 226,433 | 6,789,873 | | | 2023 | 718,750 | 3,800,059 | 2,250,000 | — | 295,236 | 7,064,045 | | William A. Smith II Senior Vice President, General Counsel and Corporate Secretary | 2025 | 665,000 | 1,487,919 | 1,040,060 | — | 262,182 | 3,455,161 | | | 2024 | 642,500 | 1,440,436 | 1,413,490 | — | 239,981 | 3,736,407 | | | 2023 | 622,500 | 1,399,891 | 1,890,000 | — | 303,119 | 4,215,510 |

  89. SUMMARY COMPENSATION TABLE

    (1) The amounts in this column reflect the grant date fair value of the RSUs awarded in 2025, 2024 and 2023. The values are calculated in accordance with the Stock Compensation topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification”) and pursuant to the Company’s equity compensation plans by multiplying the closing price of the Company’s common stock on the grant date by the number of service-based RSUs and the target number of performance-based RSUs awarded to each NEO. Assumptions used in the calculation of these amounts are included in Note 13 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The grant date fair values of performance-based RSUs granted to each NEO in 2025 at the maximum possible payout are as follows: $13,775,970 for Mrs. Lewis, $7,652,751 for Mr. Koch; $3,060,862 for Mr. Ajemyan; and $2,529,462 for Mr. Smith. (2) Represents earned amounts under the Company’s annual cash incentive plan. See “Principal Components of Our Executive Compensation Program-Annual Cash Incentive Awards” on page 43 and “Grants of Plan Based Awards” on page 52. (3) The amounts represent the increase, if any, in the present value of the accumulated benefits payable on the retirement of the NEO that participates in the SERP in the year presented; $0 is presented in years the present value declined. These amounts are determined using interest rate and mortality assumptions consistent with those included in Note 13 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The following summarizes the total change in pension value in 2025 due to the change in the discount rate, mortality tables, and other factors:

  90. SUMMARY COMPENSATION TABLE

    | Name | Change in Pension Value Due to Change in Discount Rate ($) | Change in Pension Value - All Other ($) | Total Change in Pension Value ($) | | Karla R. Lewis | 435,525 | 1,453,861 | 1,889,386 |

  91. SUMMARY COMPENSATION TABLE

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  92. SUMMARY COMPENSATION TABLE

    The 2025 All Other Compensation amounts are composed of the following:

  93. SUMMARY COMPENSATION TABLE

    | Name | 401(k) Plan Match Contributions ($) | Company Contribution to Deferred Compensation Plan ($) | Dividend Equivalents on RSUs ($) | All Other Compensation ($) | | Karla R. Lewis | 14,400 | — | 419,953 | 434,353 | | Arthur Ajemyan | 14,400 | 103,391 | 141,382 | 259,173 | | Stephen P. Koch | 14,400 | 85,832 | 185,009 | 285,241 | | William A. Smith II | 14,400 | 106,400 | 141,382 | 262,182 |

  94. GRANTS OF PLAN BASED AWARDS

    GRANTS OF PLAN BASED AWARDS The following table sets forth plan-based awards granted to the NEOs under our annual cash incentive plan and the Second Amended and Restated 2015 Incentive Award Plan during 2025:

  95. GRANTS OF PLAN BASED AWARDS

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Grant Date | Estimated Future Payouts Under Equity Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | Threshold ($) | Target ($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | | | Karla R. Lewis | 265,000 | 1,987,500 | 3,975,000 | 2/18/2025 | 5,113 | 20,451 | 40,902 | | 6,122,620 | | | | | | 2/18/2025 | | | | 5,113 | 1,530,730 | | Arthur Ajemyan | 145,000 | 1,087,500 | 2,175,000 | 2/18/2025 | 1,136 | 4,544 | 9,088 | | 1,360,383 | | | | | | 2/18/2025 | | | | 1,136 | 340,096 | | Stephen P. Koch | 159,000 | 1,192,500 | 2,385,000 | 2/18/2025 | 2,840 | 11,361 | 22,722 | | 3,401,256 | | | | | | 2/18/2025 | | | | 2,840 | 850,239 | | William A. Smith II | 133,000 | 997,500 | 1,995,000 | 2/18/2025 | 870 | 3,479 | 6,958 | | 1,041,543 | | | | | | 2/18/2025 | | | | 1,491 | 446,376 |

  96. GRANTS OF PLAN BASED AWARDS

    (1) Reflects the threshold, target and maximum payout amounts of non-equity incentive plan awards that were in effect for 2025 under the annual cash incentive plan. The award amount is determined as a percentage of the NEO’s year-end base salary, with the percentage based upon the threshold, target and maximum targets. See “Relationship Between Pay and Performance” on page 33 for further details of our annual cash incentive plan. These columns do not reflect the actual amounts paid, but only provide an example of how the awards would be calculated under the plan if the specified levels of Pretax Income Margin and Tons Sold Growth were achieved. (2) Reflects the threshold, target and maximum number of shares of common stock of the Company for the performance-based RSUs granted in February 2025 that will vest on December 31, 2027 if the Company achieves an ROA result at or above 7% over the three-year performance measurement period. (3) Represents the number of service-based RSUs awarded to each NEO in February 2025 that will vest on December 1, 2027 if the NEO continues to be employed by the Company on such date. Reflects the grant date fair value of the service-based RSUs and the target number of performance-based RSUs awarded to each NEO. Assumptions used in the calculation of these amounts are included in Note 13 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

  97. GRANTS OF PLAN BASED AWARDS

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  98. OPTION EXERCISES AND STOCK VESTING

    OPTION EXERCISES AND STOCK VESTING The following table sets forth information for the NEOs regarding (i) service-based RSUs granted in 2023 that vested and settled on December 1, 2025, and (ii) performance-based RSUs granted in 2022, for which performance was determined and the awards settled in February 2025:

  99. OPTION EXERCISES AND STOCK VESTING

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Karla R. Lewis | 36,945 | 10,996,374 | | Arthur Ajemyan | 12,601 | 3,769,113 | | Stephen P. Koch | 16,176 | 4,803,292 | | William A. Smith II | 12,601 | 3,769,113 |

  100. OPTION EXERCISES AND STOCK VESTING

    (1) The amounts are based on the closing price of the Company’s common stock when the awards are settled. The performance-based equity awards granted in 2022 vested on December 31, 2024 at the maximum performance level based on ROA results, resulting in total performance shares earned by our NEOs at 200% of the target.

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth stock awards held by the NEOs at December 31, 2025:

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Name | Service-based RSU awards | | Performance-based RSU awards | | | Karla R. Lewis | 10,238 | 2,957,451 | 128,378 | 37,084,553 | | Arthur Ajemyan | 2,275 | 657,179 | 27,234 | 7,867,086 | | Stephen P. Koch | 5,687 | 1,642,804 | 70,026 | 20,228,411 | | William A. Smith II | 2,986 | 862,566 | 22,970 | 6,635,344 |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) ROA for the three-year performance period ended December 31, 2025 exceeded target; accordingly, all performance-based awards are reported at maximum levels in accordance with SEC rules. The value is based on a price per RSU of $288.87, the closing price of the Company’s common stock on December 31, 2025.

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    The table below presents the vesting schedule for unvested and vested but unsettled RSU awards (performance-based RSUs are presented at maximum levels in accordance with SEC rules):

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Grant Date | Vesting Schedule for Unvested and Vested but Unsettled RSUs | | | | | | | | Service-based vesting on December 1, | | Performance-based vesting on December 31, | | | | | | 2026 | 2027 | 2025 | 2026 | 2027 | | Karla R. Lewis | 2/17/2023 | — | — | 46,474 | — | — | | | 2/13/2024 | 5,125 | — | — | 41,002 | — | | | 2/18/2025 | — | 5,113 | — | — | 40,902 | | Arthur Ajemyan | 2/17/2023 | — | — | 9,036 | — | — | | | 2/13/2024 | 1,139 | — | — | 9,110 | — | | | 2/18/2025 | — | 1,136 | — | — | 9,088 | | Stephen P. Koch | 2/17/2023 | — | — | 24,526 | — | — | | | 2/13/2024 | 2,847 | — | — | 22,778 | — | | | 2/18/2025 | — | 2,840 | — | — | 22,722 | | William A. Smith II | 2/17/2023 | — | — | 9,036 | — | — | | | 2/13/2024 | 1,495 | — | — | 6,976 | — | | | 2/18/2025 | — | 1,491 | — | — | 6,958 |

  107. PENSION BENEFITS

    PENSION BENEFITS The estimated present value of accumulated benefits payable by the SERP at the normal retirement age of 65 for the executive officer named below, determined using interest rate and mortality assumptions consistent with those included in Note 13 in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, is as follows:

  108. PENSION BENEFITS

    | Name(1) | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit ($) | Payments During 2025 ($) | | Karla R. Lewis | Supplemental Executive Retirement Plan | 34 | 13,253,531 | — |

  109. PENSION BENEFITS

    (1) Messrs. Ajemyan, Koch and Smith are not participants in the SERP. The Deferred Compensation Plan was adopted in December 2008 and is administered by the Compensation Committee. NEOs who participate in the SERP do not receive contributions from the Company under the Deferred Compensation Plan.

  110. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  111. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in 2025 ($) | Company Contributions in 2025 ($)(1) | Aggregate Gain in 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/25 ($)(2) | | Arthur Ajemyan | 229,784 | 103,391 | 282,527 | — | 2,298,620 | | Stephen P. Koch | — | 85,832 | 104,972 | — | 2,472,509 | | William A. Smith II | — | 106,400 | 238,531 | — | 1,623,189 |

  112. NONQUALIFIED DEFERRED COMPENSATION

    (1) The 2025 contributions for Messrs. Koch and Smith were 100% vested when contributed to the plan in February 2026 based on their age and years of service. The 2025 contribution for Mr. Ajemyan vests in 2030. All of the 2025 Company contributions were included in “All Other Compensation” in the Summary Compensation Table on page 51. Of the amounts in this column, $279,513 for Mr. Ajemyan, $1,178,911 for Mr. Koch and $398,500 for Mr. Smith were included in the Summary Compensation Table for previous years.

  113. NONQUALIFIED DEFERRED COMPENSATION

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  114. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended. The pay ratio rules provide companies with flexibility to select the methodology and assumptions used to identify the median employee, calculate the median employee’s compensation and estimate the pay ratio. As a result, our methodology may differ from those used by other companies, which likely will make it very difficult to compare pay ratios with other companies, including those within our industry. We identified the median employee from the Company’s employee population as of December 31, 2025. After excluding employees under the “de minimis exemption” (as described below), the Company’s employee population consisted of 15,070 employees located in the U.S., Canada, Mexico and the United Kingdom. For purposes of identifying the median employee, the Company was permitted to exclude up to 5% of its total employees who are non-U.S. employees. The Company relied on this exemption to exclude the employee populations of the following jurisdictions, which collectively accounted for less than 5% of the Company’s total employee population of 15,742 as of December 31, 2025: Belgium (49); France (69); India (2); Malaysia (61); People’s Republic of China (303); Singapore (44); South Korea (121); and the United Arab Emirates (23). In identifying our median employee, we calculated the annual total compensation of each employee for the 12-month period that ended on December 31, 2025. Annual total compensation for these purposes included base salary, overtime wages, bonus, commissions, incentives and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal payroll records. Specifically excluded from the annual compensation measure in identifying the median employee were retirement benefits and stock-based compensation. The compensation for full-time employees who were not employed by us for the entire 12-month period was annualized to reflect compensation for the entire 12-month period. The 2025 annual total compensation for our median employee was $74,489. The 2025 compensation for our CEO as reflected in the Summary Compensation Table is $13,374,389, which includes $9,977,089, or approximately 75%, of compensation related to retirement benefits and stock-based compensation, in aggregate. The ratio of our CEO’s compensation as reflected in the Summary Compensation Table to our median employee’s annual compensation for fiscal year 2025 is approximately 180 to 1. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  115. PAY RATIO DISCLOSURE

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  116. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information concerning pay versus performance. The following table sets forth information concerning compensation actually paid (“CAP”) to our Principal Executive Officer (PEO or referred to herein as CEO) and other NEOs, our total stockholder return (“TSR”) compared to a peer group, and our financial performance for each of the fiscal years ending December 31, 2025, 2024, 2023, 2022, and 2021:

  117. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO(1)(2) ($) | CAP to CEO(1)(3) ($) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers(1)(2) ($) | Average CAP to Non-CEO Named Executive Officers(1)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income(5) ($ in millions) | Annual ROA(6) | | | | | | | Total Stockholder Return(4) ($) | Peer Group Total Stockholder Return(4) ($) | | | | 2025 | 13,374,389 | 15,625,213 | 4,616,276 | 5,796,271 | 261.7 | 215.0 | 741.6 | 10.15% | | 2024 | 13,476,433 | 16,820,934 | 4,875,357 | 6,250,925 | 239.9 | 176.6 | 878.0 | 11.57% | | 2023 | 14,319,273 | 23,779,336 | 4,933,840 | 8,260,700 | 245.6 | 232.7 | 1,340.1 | 16.70% | | 2022 | 14,944,260 | 31,322,752 | 5,094,388 | 9,370,352 | 175.1 | 140.9 | 1,844.2 | 25.32% | | 2021 | 14,245,016 | 47,236,660 | 5,032,109 | 11,357,546 | 137.8 | 141.1 | 1,417.4 | 22.24% |

  118. PAY VERSUS PERFORMANCE

    (1) In 2023, 2024 and 2025, the CEO was Karla R. Lewis; in 2021 and 2022, the CEO was James D. Hoffman. The individuals comprising the non-CEO NEOs for each year are presented below:

  119. PAY VERSUS PERFORMANCE

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Stephen P. Koch | Stephen P. Koch | Stephen P. Koch | Karla R. Lewis | Karla R. Lewis | | Arthur Ajemyan | Arthur Ajemyan | Arthur Ajemyan | Stephen P. Koch | Stephen P. Koch | | William A. Smith II | William A. Smith II | Jeffery W. Durham | Arthur Ajemyan | Arthur Ajemyan | | | | William A. Smith II | William A. Smith II | William A. Smith II | | | | | | William K. Sales, Jr. | | | | | | Michael P. Shanley |

  120. PAY VERSUS PERFORMANCE

    (2) For each year presented, reflects the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 51 with respect to our CEO and the average (mean) of the “Total” compensation for the non-CEO NEOs set forth above for the years presented. See the footnotes to the SCT for further details of the amounts in this column. (3) Compensation actually paid, or “CAP”, is computed in accordance with Item 402(v) of Regulation S-K. The tables below present the adjustments made to the respective amounts set forth in the SCT for 2025, determined in accordance with SEC rules.

  121. PAY VERSUS PERFORMANCE

    | | CEO 2025 ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 13,374,389 | | Less: Grant date fair value of equity awards granted during the year included in SCT | (7,653,350) | | Plus: Year-end fair value of equity awards granted in the year that remain unvested as of the last day of the year(a) | 10,238,131 | | Plus: Change in fair value from last day of prior year to last day of year of unvested equity awards(a) | 306,641 | | Plus: Change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year(a) | 866,412 | | Less: Change in Pension Value reported in SCT | (1,889,386) | | Plus: Pension value service cost(b) | 382,376 | | Compensation actually paid | 15,625,213 |

  122. PAY VERSUS PERFORMANCE

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  123. PAY VERSUS PERFORMANCE

    | | NON-CEO (AVERAGE) 2025 ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 4,616,276 | | Less: Grant date fair value of equity awards granted during the year included in SCT | (2,479,964) | | Plus: Year-end fair value of equity awards granted in the year that remain unvested as of the last day of the year(a) | 3,294,370 | | Plus: Change in fair value from last day of prior year to last day of year of unvested equity awards(a) | 100,803 | | Plus: Change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year(a) | 264,786 | | Less: Change in Pension Value reported in SCT | — | | Plus: Pension value service cost(b) | — | | Compensation actually paid | 5,796,271 |

  124. PAY VERSUS PERFORMANCE

    (a) Fair value of equity awards is calculated in accordance with the Codification Topic 718, Compensation — Stock Compensation. The fair value of unvested service-based RSUs, as well as the fair value of all RSUs upon vesting, is based upon the closing sales price for a share of Reliance common stock on the NYSE for the applicable date of measurement. The fair value of unvested performance-based RSUs is based upon the probable outcome of the applicable performance conditions at the time of measurement. (b) Service cost is calculated as the actuarial present value of benefits attributed to services rendered by the executive during the applicable fiscal year under the SERP, using the same methodology used in the Company’s GAAP financial statements included in its Annual Reports on Form 10-K. (4) Reflects the cumulative total stockholder return of the Company and an industry peer group consisting of publicly-traded metals service center companies (the “industry peer group”), which is the same industry peer group included in the stock performance graph furnished with our Annual Reports on Form 10-K, for the year ended December 31, 2021, the two-years ended December 31, 2022, the three years ended December 31, 2023, the four years ended December 31, 2024 and the five years ended December 31, 2025, assuming a $100 investment at the closing price on December 31, 2020 and the reinvestment of all dividends. The cumulative total stockholder return reflects market prices at the end of each year and the reinvestment of dividends. Because no widely recognized industry index exists for metals service center companies, Reliance constructed the industry peer group. The industry peer group consists of Olympic Steel Inc., Ryerson Holding Corporation, Worthington Enterprises, Inc., and Russel Metals Inc. Peer group returns are weighted by market capitalization. In December 2023, Worthington Industries, Inc. separated into Worthington Enterprises, Inc. and Worthington Steel, Inc.; only Worthington Enterprises, Inc. is reflected in the peer group returns. (5) Reflects the “Net Income” caption in the consolidated statements of income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31. Annual ROA (operating income divided by average total assets for the year) is a non-GAAP financial measure calculated in accordance with our performance-based RSU awards and excludes various non-recurring charges and credits. Please refer to page 31 of this proxy statement for a reconciliation of operating income, excluding various non-recurring charges and credits, to the “operating income” caption in the consolidated statements of income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2024 and 2025.

  125. PAY VERSUS PERFORMANCE

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  126. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE The graphs presented below present the relationship during 2021-2025 of CAP for our CEO and the average CAP of our non-CEO NEOs to: (1) our cumulative TSR and the cumulative TSR of the constituent companies in our industry peer group; (2) net income; and (3) the Company’s annual ROA.

  127. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company’s philosophy is to provide competitive compensation necessary to attract and retain high-quality independent directors. We compensate each independent director with an annual retainer as well as an annual grant of stock awards. We do not pay additional fees for attendance at Board meetings, committee meetings, and meetings of the independent directors. We pay additional amounts to the chairs of the standing committees of the Board and the non-executive Chair of the Board. Directors who are employees of the Company (currently, only Mrs. Lewis) receive no additional compensation for service as a director. All directors are reimbursed for expenses incurred in connection with Board meetings, committee meetings, and meetings of the independent directors. In 2025, each non-employee director was paid an annual cash retainer of $140,000 and received an award of 567 shares of stock (approximately $170,000 grant date fair value) which are not subject to vesting criteria. In addition, the Company paid the Audit Committee Chair an annual retainer of $25,000; the Compensation Committee Chair an annual retainer of $20,000; and the Nominating and Governance Committee Chair an annual retainer of $20,000. The Company’s non-executive Chair of the Board also received an annual retainer of $175,000. All cash payments to directors in 2025 were paid in equal quarterly installments. The Nominating and Governance Committee reviews the competitiveness of director compensation every other year, including the appropriateness of the form, mix and amount of director compensation, and makes recommendations to the Board concerning such compensation with a view toward attracting and retaining qualified directors.

  128. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table sets forth certain information regarding fees paid and the Company expense for equity awards issued to Directors under the Directors Equity Plan during 2025.

  129. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lisa L. Baldwin | 140,000 | 169,975 | 309,975 | | Karen W. Colonias | 160,000 | 169,975 | 329,975 | | Frank J. Dellaquila | 165,000 | 169,975 | 334,975 | | Mark V. Kaminski(2) | 70,000 | — | 70,000 | | James K. Kamsickas | 140,000 | 169,975 | 309,975 | | Robert A. McEvoy | 140,000 | 169,975 | 309,975 | | David W. Seeger | 160,000 | 169,975 | 329,975 | | Douglas W. Stotlar | 315,000 | 169,975 | 484,975 | | John G. Sznewajs(3) | 35,000 | — | 35,000 |

  130. DIRECTOR COMPENSATION TABLE

    (1) The amounts in this column reflect a $299.78 grant date fair value per share, determined based on the closing price of the Company’s common stock on the date of the grant. Assumptions used in the calculation of these amounts are included in Note 13 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The stock awards were granted to independent directors on May 21, 2025 and fully vested on the grant date. (2) Mr. Kaminski retired from the Board effective as of the 2025 Annual Meeting. Mr. Sznewajs became a director in the fourth quarter of 2025.

  131. DIRECTOR COMPENSATION TABLE

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