SEC Form 11-K filed by Reliance Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

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For the fiscal year ended December 31, 2023

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For the transition period from ____________ to ______________

Commission file number: 001-13122

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Reliance, Inc. Master 401(k) Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Reliance, Inc.

16100 N. 71st Street, Suite 400

Scottsdale, Arizona 85254

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Plan Administrator and Plan Participants

Reliance, Inc. Master 401(k) Plan

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Opinion on the financial statements

We have audited the accompanying statement of net assets available for benefits of Reliance, Inc. Master 401(k) Plan (the “Plan”) as of December 31, 2023 and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023, and the changes in net assets available for benefits for the year ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

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Basis for opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

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Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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Supplemental information

The accompanying schedules, Schedule 4a – Schedule of Delinquent Participant Contributions for the year ended December 31, 2023 and Schedule H, Line 4i – Schedule of Assets (Held at the End of Year) as of December 31, 2023 (“supplemental information”) has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

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/s/ GRANT THORNTON LLP

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We have served as the Plan’s auditor since 2024.

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Bellevue, Washington

June 21, 2024

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Report of Independent Registered Public Accounting Firm

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Plan Administrator and Participants

Reliance Steel & Aluminum Co. Master 401(k) Plan

Scottsdale, Arizona

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Opinion on the Financial Statements

We have audited the accompanying statement of net assets available for benefits of Reliance Steel & Aluminum Co. Master 401(k) Plan (the Plan) as of December 31, 2022, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan has determined it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

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Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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/s/ Vasquez & Company LLP

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We served as the Plan's auditor from 2022 to 2023.

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Glendale, California

June 16, 2023

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RELIANCE, INC. MASTER 401(K) PLAN

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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

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See accompanying notes to financial statements.

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RELIANCE, INC. MASTER 401(K) PLAN

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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

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See accompanying notes to financial statements.

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RELIANCE, INC. MASTER 401(K) PLAN

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NOTES TO FINANCIAL STATEMENTS

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The following description of the Reliance, Inc. Master 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

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General

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The Plan is a defined contribution plan that provides certain benefits to the eligible employees of Reliance, Inc. and certain subsidiaries (collectively the “Company”). In February 2024, the Reliance Steel & Aluminum Co. corporate name was changed to Reliance, Inc. and the Plan’s name was changed accordingly. The financial statements do not distinguish between prior and current names and refer to the current names of the Plan and Reliance throughout. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and subsequent amendments.

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The Plan is sponsored by Reliance, Inc. (“Reliance”) whose subsidiaries are participating employers (“Participating Employers”) in the Plan. The Plan is administered by the Reliance, Inc. Benefits Committee (“Plan Administrator”). The trustee of the Plan is Fidelity Management Trust Company (the “Trustee”) and the recordkeeper is Fidelity Investments Institutional Operations Company, Inc. The Plan is a 401(k) plan established for all employees of the Participating Employers of the Company who are not members of a collective bargaining unit for which the Company is required to make contributions to another 401(k) plan.

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Participation

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Eligible employees may participate in the Plan upon completion of 30 days of employment. Eligible employees are automatically enrolled into the Plan with an initial deferral contribution of 3% of eligible compensation, unless the employee elects a different deferral contribution percentage or declines to participate. The initial deferral contribution percentage for those participants automatically enrolled into the Plan increases annually by 1% (up to a maximum of 10%), unless elected otherwise by the participant.

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Contributions

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Participants may contribute up to 50% of eligible compensation into the Plan on a pre-tax basis and/or make Roth 401(k) contributions on an after-tax basis, subject to federal limits. Additionally, participants attaining the age of 50 by the end of a Plan year can make additional “catch-up” contributions. Participating employers make matching contributions per payroll cycle and all employer contributions are discretionary, as determined by the Company.

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Participants may contribute eligible rollovers from other qualified defined benefit plans, defined contribution plans and individual retirement accounts.

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Participant Accounts

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Each participant's account is credited with the participant's contributions, employer contributions and allocation of investment earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Participants direct the investment of their account balances into various investment funds offered by the Plan.

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RELIANCE, INC. MASTER 401(K) PLAN

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NOTES TO FINANCIAL STATEMENTS (Continued)

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Vesting

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Participants are immediately vested in their accounts with respect to participant contributions, eligible rollovers and earnings thereon. Participants vest in Company contributions and earnings thereon based upon the following schedule:

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Payment of Benefits

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Upon retirement, disability, death, or termination of service, a participant is eligible to receive a lump-sum amount equal to the value of the vested interest in his or her account. Installment payment options are also available. Other withdrawals from participants' account balances may be made under certain circumstances, as defined in the Plan document.

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Forfeitures

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For the year ended December 31, 2023, forfeited employer contributions totaled $1,107,820. Forfeitures used to reduce the Company’s contributions during 2023 were $1,237,202. As of December 31, 2023 and 2022, the Plan held $69,729 and $251,036, respectively, of forfeited nonvested account balances that can be used to reduce future Company contributions.

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Notes Receivable from Participants

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Participants generally may borrow from their accounts up to the lesser of $50,000 or 50% of their vested account balance. Loans are secured by the respective participant's vested account balance and are subject to interest charges. Interest rates applicable to new notes are determined by the Plan Administrator on the first day of each calendar quarter based on prevailing market rates. Loans are repaid ratably through periodic payroll deductions over a term not exceeding five years for general purpose loans and up to ten years for the purchase of a primary residence. The Plan holds notes from transferred plans whose maturities may exceed ten years. As of December 31, 2023, notes receivable from participants had interest rates that ranged from 3.25% to 10.50%, and have maturities through August 2040. Interest earned is recorded on an accrual basis in the Interest on notes receivable from participants caption in the accompanying statement of changes in net assets available for benefits. Unpaid loans determined to be in default under the terms of the notes are deemed to be distributed in accordance with the provisions of the Plan document and included in the Benefits paid caption in the accompanying statement of changes in net assets available for benefits.

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Administrative Expenses

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Administrative expenses include loan initiation and maintenance, and overnight delivery fees that are charged by the Trustee directly to the account balance of the applicable participants. Additionally, certain Fidelity consulting fees were paid from interest income received by the Plan from Fidelity. As of December 31, 2023 and 2022, accrued administrative expenses of $56,431 and $46,523, respectively, are reflected in the Due to trustee, net caption in the accompanying statements of net assets available for benefits.

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Recordkeeping fees, audit, legal and other administrative expenses relating to the Plan are not reflected in the accompanying financial statements as they are paid by the Company.

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RELIANCE, INC. MASTER 401(K) PLAN

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NOTES TO FINANCIAL STATEMENTS (Continued)

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Revenue Sharing Program

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The Plan receives investment funds administrative revenue credits through its participation in Fidelity’s revenue sharing program. The revenue sharing program credits for the year ended December 31, 2023 were $29,877, of which $22,412 was received by the Plan in 2023, with the balance, $7,465, received by the Plan in 2024 and reflected in the Due to trustee, net caption in the accompanying statement of net assets available for benefits. At December 31, 2022, accrued revenue sharing program credits of $7,039 were received by the Plan in 2023 and reflected in the Due to trustee, net caption in the accompanying statement of net assets available for benefits.

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Basis of Presentation

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The accompanying financial statements of the Plan are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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Investments are reported at fair value.

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The Plan has a 100% interest in the net assets of the Reliance, Inc. Master 401(k) Plan Master Trust (the “Master Trust”). See Note 3—“Information Concerning the Master Trust”.

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Investment Valuation and Income Recognition

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The Master Trust has investments in registered investment companies (mutual funds), commingled funds, a common collective trust, a unitized Reliance common stock fund and participant-directed brokerage accounts through Fidelity^® BrokerageLink. Mutual funds and common stock are stated at fair value based on the quoted market price of the funds or common stock held. The investments in commingled funds and a common collective trust are stated at net asset value (“NAV”) of the shares held by the Plan as a practical expedient to estimate fair value. The investments offered through Fidelity® BrokerageLink include interest-bearing cash, common stocks, mutual funds and exchange traded funds, which are stated at fair value based on quoted market prices in active markets. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.

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Included in the Interest income caption in the accompanying statement of changes in net assets available for benefits are earnings the Plan receives from overnight investment of amounts awaiting trade settlement or clearing of disbursements. As of December 31, 2023 and 2022, accrued interest income due from Fidelity of $33,162 and $16,700, respectively, is reflected in the Due to trustee, net caption in the accompanying statements of net assets available for benefits.

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The Master Trust holds shares of Fidelity commingled pools and a commingled fund managed by JPMorgan Chase Bank, N.A, which are collective trusts. The objective of the target-dated pools is to seek high total return until the target retirement date and thereafter to seek high current income and as a secondary objective, capital appreciation. These pools employ a fund-of-funds process by investing in a diversified portfolio of equity, fixed income and/or short-term products managed by Fidelity. The NAV, as provided by the Trustee, is used as a practical expedient to estimate fair value and there are generally no restrictions on a participant’s ability to redeem at the fund’s NAV.

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The Master Trust has an investment in the MIP, a stable value fund held within a common collective trust, which has entered into fully benefit-responsive investment contracts to provide preservation of principal, maintain a stable interest rate and provide liquidity at contract value for participant withdrawals and transfers. The stable value fund has an investment objective to maintain a constant NAV while generating a slightly higher yield than the money market fund. The NAV, as provided by the Trustee, is used as a practical expedient to estimate fair value. Generally, there are no restrictions on a participant’s ability to redeem their investment in the common collective trust at the investment’s NAV. However, withdrawals prompted by certain events (e.g., the termination of the MIP and changes in laws or regulations) may restrict a participant’s ability to redeem the investment at its NAV. There are no unfunded commitments with respect to this investment.

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Cash and cash equivalents include interest-bearing cash and a money market fund.

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RELIANCE, INC. MASTER 401(K) PLAN

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NOTES TO FINANCIAL STATEMENTS (Continued)

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Net Appreciation (Depreciation) in Fair Value of Investments

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Realized and unrealized appreciation (depreciation) in fair value of investments is based on the difference between the fair value of the assets at the beginning of the year, or at the time of purchase for assets purchased during the year, and the related fair value on the day investments are sold with respect to realized appreciation (depreciation), or on the last day of the year for unrealized appreciation (depreciation).

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Realized and unrealized appreciation (depreciation) in fair value of investments is presented in the accompanying statement of changes in net assets available for benefits as Plan interest in Master Trust investment income, net, which is detailed in Note 3—“Information Concerning the Master Trust”.

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Risks and Uncertainties

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The Plan has an interest in the Master Trust which invests in various funds that hold investment securities. Investment securities are exposed to various risks such as interest rate, market volatility and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk in the near term would materially affect participants’ account balances and the amounts reported in the financial statements.

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Use of Estimates

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The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could materially differ from those estimates.

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Benefit Payments

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Benefits to participants and beneficiaries are recorded when paid.

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Subsequent Events

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Plan management evaluates subsequent events through the date the financial statements are issued.

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RELIANCE, INC. MASTER 401(K) PLAN

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NOTES TO FINANCIAL STATEMENTS (Continued)

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The Plan has a 100% interest in the net assets of the Master Trust. The following table summarizes the net assets of the Master Trust:

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The following table summarizes the changes in net assets of the Master Trust:

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Participants may invest in certain investments offered by the Trustee, including a unitized Reliance common stock fund that consists principally of Reliance, Inc. common stock and interest-bearing cash that provides liquidity for trading. As of December 31, 2023 and 2022, the Plan, through the Master Trust, held approximately 984,477 and 1,050,840 units of the Reliance, Inc. Stock Fund, with fair values of $200,317,665 and $156,468,910, respectively.

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RELIANCE, INC. MASTER 401(K) PLAN

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NOTES TO FINANCIAL STATEMENTS (Continued)

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The assets and liabilities of the Reliance, Inc. Stock Fund were as follows:

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For risks and uncertainties regarding investment in Reliance, Inc. common stock, participants should refer to the Reliance, Inc. Annual Report on Form 10-K for the year ended December 31, 2023 and in other documents Reliance files or furnishes with the United States Securities and Exchange Commission.

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Fair value is the price that would be received to sell the investment in an orderly transaction between market participants (an exit price). The Codification establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:

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Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market for the asset or liability is a market in which the transaction for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis.

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Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in markets that are active; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full terms of the assets or liabilities.

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Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

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RELIANCE, INC. MASTER 401(K) PLAN

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NOTES TO FINANCIAL STATEMENTS (Continued)

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The following tables set forth by level, within the fair value hierarchy, the Master Trust’s investment assets at fair value as of December 31, 2023 and 2022:

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The Master Trust’s investments in mutual funds, common stock and self-directed brokerage accounts are measured at fair value based on quoted market prices of the underlying investments in active markets. Cash and cash equivalents include a money market fund that is measured at fair value based on a quoted market price in an active market and interest-bearing cash with a carrying amount that approximates fair value. The Plan’s investments in commingled funds and a common collective trust are measured at fair value using NAV as a practical expedient. The fair value of these assets is excluded from the fair value hierarchy and is presented in the tables above to permit reconciliation of the investments classified within the fair value hierarchy to the Master Plan’s total investments at fair value.

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Certain Master Trust investments include shares in mutual funds, commingled funds and an interest in a common collective trust that are managed by the Trustee. The Master Trust also holds shares of Reliance, Inc. common stock through the unitized Reliance common stock fund. The unitized Reliance common stock fund received $2,791,533 of dividends from Reliance, Inc. for the 2023 Plan year. These transactions, participant loans and the Plan’s participation in Fidelity’s revenue sharing program qualify as exempt party-in-interest transactions.

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The Plan received a determination letter from the Internal Revenue Service (“IRS”) dated June 13, 2019 confirming the tax qualification status of the Plan. Although the Plan has been amended since the date of this letter, the Plan Administrator believes the Plan is currently operating in compliance with the applicable requirements of the IRC and therefore is tax qualified.

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U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination. Plan management has concluded that, as of December 31, 2023 and 2022, there were no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax years in progress.

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RELIANCE, INC. MASTER 401(K) PLAN

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NOTES TO FINANCIAL STATEMENTS (Continued)

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Although it has not expressed any intent to do so, the Company has the right under the Plan to amend or terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested with respect to Company contributions.

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Excess contributions payable represents amounts owed to participants who made excess contributions based on the compliance testing performed by the Plan’s recordkeeper. The excess contributions payable balances were returned by the Plan to the participants prior to IRS deadlines.

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As reported on the Form 5500, Schedule H, Part IV, Line 4a – Schedule of Delinquent Participant Contributions, certain participant contributions and loan repayments were not remitted to the Plan within the timeframe specified by the Department of Labor’s Regulation 29 CFR §2510.3-102, thus constituting nonexempt transactions between the Plan and the Company during the 2023 Plan year. Late remittances amounted to $9,797 for the 2023 Plan year, of which $4,216 and $5,581 were corrected in 2023 and 2024, respectively. Late remittances amounted to $31,923 for the 2022 Plan year, of which $21,730 and $10,193 were corrected during 2022 and 2023, respectively. The Company remitted lost earnings to the affected Plan participants.

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The following are reconciliations of net assets and changes in net assets available for benefits as reported on Form 5500 with that reported in the accompanying financial statements:

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The Plan Administrator has approved a 2024 merger of Feralloy Corporation - Midwest Union Employees’ 401(k) Savings Plan (EIN: 36-2684994), which had investments totaling approximately $4.2 million (unaudited) as of December 31, 2023, into the Plan. Upon completion of the merger, participant balances at that time will transfer into the Plan and eligible employees of Feralloy Corporation, a wholly-owned subsidiary of Reliance, covered by a collective bargaining agreement with the Midwest Portage International Longshoremen’s Association Local 2038 will become eligible to participate in the Plan and receive past service credit for purposes of vesting under the provisions of the Plan.

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RELIANCE, INC. MASTER 401(K) PLAN

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SCHEDULE H, PART IV, LINE 4a – SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

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Year Ended December 31, 2023

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Employer Identification Number: 95-1142616

Plan Number: 003

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* Includes $10,193 delinquent contributions for the year ended December 31, 2022 presented as Contributions Not Corrected in Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the year ended December 31, 2022.

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* Represents a party-in-interest as defined by ERISA.

a The cost of participant-directed investments is not required to be disclosed.

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Reliance, Inc. Benefits Committee have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBITS

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