UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 121, 2025

RELIANCE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-13122

95-1142616

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

735 N. 19th Avenue

Phoenix, AZArizona 85009

(Address of principal executive offices), including zip code)

(480) 564-5700

(Registrant’s telephone number, including area code)

~~Not~~16100 ~~applicable~~N. 71st Street, Suite 400

Scottsdale, Arizona 85254

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	RS	New York Stock Exchange
Common Stock, $0.001 par value	RS	New York Stock Exchange

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

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

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

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

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

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

¨ Emerging growth company ☐

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

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On October 1 22, 2025, Reliance, Inc. (the “Company”) ~~announced~~issued ~~that~~a itpress ~~increased~~release ~~the~~announcing ~~size~~financial ofresults ~~its~~for ~~Board~~the ofquarter ~~Directors~~ended ~~from~~September ~~eight~~30, to2025. Attached ~~nine directors~~hereto ~~and~~as ~~appointed~~Exhibit ~~John G~~99.1 ~~Sznewajs~~is toa ~~serve~~copy asof anthe ~~independent~~Company’s ~~director,~~press ~~effective~~release dated October 1 22, 2025. ~~Mr. Sznewajs’ term~~announcing ~~will expire at~~ the Company’s ~~2026~~financial ~~Annual~~results ~~Meeting~~for ofthis ~~Stockholders~~period.

~~Mr. Sznewajs, 58,~~The isinformation acontained ~~partner~~in atthis ~~Shore~~report ~~Capital,~~and athe ~~lower~~exhibit ~~middle-market~~hereto ~~private~~shall ~~equity~~not ~~firm.~~be ~~From~~deemed ~~2007~~“filed” tofor ~~2023,~~purposes ~~Mr. Sznewajs~~of ~~served~~Section as18 of the ~~Vice President~~Securities ~~and~~Exchange ~~Chief~~Act ~~Financial Officer~~ of ~~Masco~~1934, ~~Corporation~~as amended (~~NYSE:~~the ~~MAS~~“Exchange Act”), aor ~~global~~incorporated ~~manufacturer~~by ~~and~~reference ~~marketer~~in any filing under the Securities Act of ~~branded~~1933, ~~home~~as ~~improvement and~~amended, ~~building~~or ~~products~~the ~~and~~Exchange ~~services~~Act, except as shall be expressly set forth by specific reference in such a filing.

~~Mr. Sznewajs is~~Item ~~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~~5. Mr02. ~~Sznewajs~~ ~~earned~~Departure ~~a Bachelor~~ of ~~Arts~~Directors inor ~~economics~~Certain ~~from~~Officers; ~~Kalamazoo~~Election ~~College and a Master~~ of ~~Business~~Directors; ~~Administration~~Appointment ~~degree from The University~~ of ~~Chicago~~Certain ~~Booth~~Officers; ~~School~~Compensatory Arrangements of ~~Business.~~Certain Officers

~~Mr.~~On October 21, 2025, the independent directors of the board of directors (the “Board”) of the Company adopted and approved an ~~Sznewajs was~~Executive ~~also~~Severance Policy (the “Policy”) for employees of the Company who are appointed toas ~~serve~~officers onby ~~Reliance~~the Board and certain key employees of the Company’s ~~Audit~~subsidiaries ~~Committee~~(collectively, the “Covered Employees”).

~~Mr. Sznewajs will~~The ~~participate~~Policy inprovides for the ~~current~~payment ~~director~~of ~~compensation~~severance ~~arrangements~~and ~~applicable~~other benefits to ~~non-employee~~Covered ~~directors~~Employees in the event of a termination of employment by the Company without cause, ~~which~~as ~~are~~defined ~~described~~in ~~under~~the Policy (a “~~Director Compensation~~Qualifying Termination”). inThe ~~the~~Policy ~~Company’s~~is ~~definitive~~not ~~proxy~~intended ~~statement~~to onamend ~~Schedule~~or ~~14A~~modify ~~filed~~any ~~with~~other benefit contained in any individual agreements between the ~~Securities~~Company and ~~Exchange~~any ~~Commission on~~Covered ~~April 3~~Employee, ~~2025~~including the terms of any equity awards.

~~The~~In ~~Company has~~the ~~entered~~event ~~into~~of ana ~~indemnification~~Qualifying ~~agreement~~Termination, ~~with~~and ~~Mr. Sznewajs~~subject into ~~substantially~~ the ~~form~~Covered ~~of the Company~~Employee’s ~~standard~~execution ~~form~~ of ~~indemnification~~ ~~agreement.~~a ~~Such~~general ~~form~~release ofand ~~indemnification~~waiver ~~agreement~~of ~~was~~claims ~~included~~against ~~as Exhibit 10.1 to~~ the Company’s, ~~Current~~the ~~Report~~Policy ~~on Form 8-K filed~~provides onfor ~~February 18,~~the ~~2016 and is~~following ~~incorporated~~payments ~~herein~~to byCovered ~~reference.~~Employees:

~~There~~• ~~are no~~A ~~arrangements~~lump orsum ~~understandings~~cash ~~between~~payment ~~Mr. Sznewajs~~equal ~~and~~to ~~any~~the ~~other~~product ~~persons~~of ~~pursuant~~the toCovered ~~which~~Employee’s hemonthly ~~was~~base ~~selected~~salary in effect as aof ~~director.~~date ~~Additionally~~of termination multiplied by 12 (or, ~~Mr. Sznewajs~~ ~~does~~if ~~not~~the ~~have~~Covered ~~any~~Employee ~~direct~~has orbeen ~~indirect~~employed ~~material~~for ~~interest~~fewer inthan ~~any~~12 ~~transaction~~months, ~~required~~an amount equal to bethe ~~disclosed~~monthly ~~pursuant~~base tosalary ~~Item 404(a)~~ multiplied by the number of ~~Regulation~~ ~~S-K.~~months employed);

~~Item 7.01.~~• ~~Regulation~~A FDlump ~~Disclosure.~~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 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

~~The~~• ~~Company~~A ~~issued~~lump asum ~~press~~payment ~~release on~~equal ~~October 1,~~to ~~2025,~~the ~~announcing~~cost ~~Mr. Sznewajs’~~of ~~appointment.~~up Ato ~~copy~~12 months of COBRA premiums for the ~~press~~Covered ~~release~~Employee isand ~~attached~~his asor ~~Exhibit 99~~her eligible dependents, if any.~~1 hereto.~~

~~The~~Additionally, ~~information~~if inwithin ~~the~~24 ~~press release~~months isof ~~being~~a ~~furnished,~~Covered ~~not~~Employee’s ~~filed~~termination of employment, ~~pursuant~~the toCompany ~~Item~~determines, ~~7.01~~after ofa ~~Form 8-K.~~good ~~Accordingly~~faith investigation, that the ~~information~~Covered Employee engaged in ~~Item~~conduct ~~7.01~~during ofthe ~~this~~term ~~Current Report,~~of ~~including~~his ~~Exhibit 99.1,~~or ~~will~~her ~~not~~employment bethat ~~incorporated~~would byhave ~~reference~~constituted ~~into~~grounds ~~any~~for ~~registration~~termination ~~statement~~for ~~filed~~cause by(as ~~the~~defined ~~Company~~in ~~under~~ the ~~Securities~~Policy), ~~Act~~then ofthe ~~1933,~~Covered asEmployee ~~amended,~~will ~~unless~~be ~~specifically~~required ~~identified~~to ~~therein~~repay asall ~~being~~amounts ~~incorporated~~received byunder ~~reference~~the Policy.

~~Item 9.01~~The ~~Financial~~above ~~Statements~~description is a summary of the terms of the Policy and ~~Exhibits~~is subject to and qualified in its entirety by the terms of the Policy, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

~~(d)~~Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 1, 2025 (included herewith)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(a) Financial Statements of Businesses Acquired.

2 Not Applicable.

~~SIGNATURES~~(b) Pro Forma Financial Information.

~~Pursuant~~ Not ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Applicable.

	RELIANCE, INC.
Dated: October 2, 2025	By:	/s/ William A. Smith II
		William A. Smith II
		Senior Vice President, General Counsel and Corporate Secretary

3 Not Applicable.

(d) Exhibits.

Exhibit No.		Description


10.1		Reliance, Inc. Executive Severance Policy dated October 21, 2025.
99.1		Press Release dated October 22, 2025 (included herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	RELIANCE, INC.


Dated: October 22, 2025	By:	/s/ Arthur Ajemyan
		Arthur Ajemyan
		Senior Vice President, Chief Financial Officer

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