Equity

9 Months Ended

Sep. 30, 2024

Equity

Equity

Note 9. Equity

Stock-Based Compensation Plans

We make annual grants of long-term equity incentive awards to officers and key employees in the forms of service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) that each have approximately 3-year vesting periods. Each PSU includes the right to receive, based on a sliding scale, up to a maximum of two shares of our common stock for each vested PSU, that is tied to achieving a return on assets target over a 3-year measurement period and continued service. We also grant the non-management members of our Board of Directors fully vested stock awards. The fair values of the RSUs, PSUs and stock awards are determined based on the closing stock price of our common stock on the grant date.

A summary of the status of our unvested RSUs and PSUs as of September 30, 2024 and changes during the nine months then ended is as follows:

		Weighted
		Average
		Grant Date
	RSU and PSU	Fair Value
	Aggregate Units	Per Unit
Unvested at January 1, 2024	437,239	$	213.06
Granted(1)	170,611		289.07
Vested	(6,527)		207.83
Cancelled or forfeited	(33,708)		227.78
Unvested at September 30, 2024	567,615	$	235.10
Shares reserved for future grants (all plans)	1,357,738

(1) Comprised of 100,669 RSUs and 69,942 PSUs granted in February 2024. The RSUs cliff vest on December 1, 2026 and the PSUs vest upon the completion of a 3-year performance period ending December 31, 2026.

As of September 30, 2024, there was $72.9 million of total unrecognized compensation cost related to unvested RSUs and PSUs that is expected to be recognized, net of actual forfeitures and cancellations, over a weighted average period of 1.7 years.

Common Stock

We have paid regular quarterly cash dividends on our common stock for 65 consecutive years. Our Board of Directors increased the quarterly dividend from $0.875 per share to $1.00 per share in February 2023 and to $1.10 per share in February 2024. The holders of Reliance common stock are entitled to one vote per share on each matter submitted to a vote of stockholders.

On October 22, 2024, our Board of Directors declared the 2024 fourth quarter cash dividend of $1.10 per share of common stock, payable on December 6, 2024 to stockholders of record as of November 22, 2024.

Share Repurchases

Our share repurchase activity during the nine months ended September 30, 2024 and 2023 was as follows:

	2024					2023
		Average Cost					Average Cost
	Shares	Per Share		Amount		Shares	Per Share		Amount
				(in millions)					(in millions)
First quarter	—	$	—	$	—	160,224	$	242.86	$	38.9
Second quarter	1,804,180		287.81		519.3	308,454		239.55		73.9
Third quarter	1,535,266		281.37		432.0	467,213		270.49		126.4
	3,339,446	$	284.85	$	951.3	935,891	$	255.56	$	239.2

Our share repurchase amounts do not include shares withheld related to net share settlements upon the vesting of RSUs and PSUs to settle our employees’ estimated tax withholding obligations of $29.6 million and $41.3 million during the nine months ended September 30, 2024 and 2023, respectively.

The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. Repurchased and subsequently retired shares are restored to the status of authorized but unissued shares. On October 22, 2024, our Board of Directors amended our share repurchase program to replenish the repurchase authorization to $1.5 billion.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss included the following:

			Pension and
	Foreign Currency		Postretirement Benefit		Accumulated Other
	Translation		Plan Adjustments,		Comprehensive
	Loss		Net of Tax		Loss
			(in millions)
Balance as of January 1, 2024	$	(75.7)	$	(1.0)	$	(76.7)
Current-period change		(3.8)		(2.6)		(6.4)
Balance as of September 30, 2024	$	(79.5)	$	(3.6)	$	(83.1)

Foreign currency translation adjustments have not been adjusted for income taxes. Pension and postretirement benefit plan adjustments are net of taxes of $0.7 million as of September 30, 2024 and December 31, 2023. Pension and postretirement benefit plan adjustments are amortized over service periods and reflected in the amortization of net loss component of our net periodic benefit cost or recognized as a non-operating gain or loss as result of plan settlements. As our pension and postretirement benefit plan obligations are settled, the related income tax effect is released from accumulated other comprehensive loss and included in our income tax provision.