Original News Release
SEDAR Interim Financial Statements
Russel Metals Inc. 1 MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING The accompanying condensed consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company. These condensed consolidated financial statements were prepared in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board, and, where appropriate, reflect management's best estimates and judgements. Management is responsible for the accuracy, integrity and objectivity of the condensed consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations within reasonable limits of materiality. To assist management in the discharge of these responsibilities, the Company has developed, documented and maintained a system of internal controls in order to provide reasonable assurance that its assets are safeguarded; that only valid and authorized transactions are executed; and that accurate, timely and comprehensive financial information is prepared in accordance with IFRS Accounting Standards. In addition, the Company has developed and maintained a system of disclosure controls in order to provide reasonable assurance that the financial information is relevant, reliable and accurate. The Company's Audit Committee is appointed annually by the Board of Directors. The Audit Committee, which is composed entirely of outside directors, meets with management to satisfy itself that management is properly discharging its financial reporting responsibilities and to review the condensed consolidated financial statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations. The Audit Committee reports its findings to the Board of Directors for consideration in approving the condensed consolidated financial statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations for presentation to the shareholders. November 5, 2025 /s/ J. G. Reid /s/ M. L. Juravsky President and Executive Vice President and Chief Executive Officer Chief Financial Officer I 2 Q3 - September 30, 2025 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) Three Months Ended September 30 Nine Months Ended September 30 (in millions of Canadian dollars, except per share data) 2025 2024 2025 2024 Revenues $ 1,166.9 $ 1,089.4 $ 3,547.8 $ 3,222.0 Cost of materials (Note 4) 920.7 874.5 2,767.7 2,543.9 Employee expenses (Note 15) 111.6 105.7 346.6 294.6 Other operating expenses (Note 15) 83.0 61.6 235.1 201.4 Earnings before interest and provision for income taxes 51.6 47.6 198.4 182.1 Interest expense, net (Note 16) 5.4 2.4 16.0 3.7 Earnings before provision for income taxes 46.2 45.2 182.4 178.4 Provision for income taxes (Note 17) 11.2 10.7 44.0 44.3 Net earnings for the period $ 35.0 $ 34.5 $ 138.4 $ 134.1 Basic earnings per common share (Note 14) $ 0.63 $ 0.59 $ 2.45 $ 2.26 Diluted earnings per common share (Note 14) $ 0.63 $ 0.59 $ 2.45 $ 2.26 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended September 30 Nine Months Ended September 30 (in millions of Canadian dollars) 2025 2024 2025 2024 Net earnings for the period $ 35.0 $ 34.5 $ 138.4 $ 134.1 Other comprehensive (loss) income Items that may be reclassified to earnings Unrealized f
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oreign exchange gains (losses) on translation of foreign operations 21.9 (13.5) (34.2) 18.2 Items that may not be reclassified to earnings Actuarial (losses) gains on pension and similar obligations, net of taxes (Note 22) (0.3) (0.6) (3.1) 3.3 Other comprehensive income (loss) 21.6 (14.1) (37.3) 21.5 Total comprehensive income $ 56.6 $ 20.4 $ 101.1 $ 155.6 The accompanying notes are an integral part of these condensed consolidated financial statements. I I l I I Russel Metals Inc. 3 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) (in millions of Canadian dollars) September 30 2025 December 31 2024 ASSETS Current Cash and cash equivalents $ 211.6 $ 45.6 Accounts receivable 585.9 490.4 Inventories (Note 4) 972.5 919.8 Prepaids and other 28.8 29.0 Income taxes receivable 3.6 14.5 Assets held for sale (Note 5 and 6) 4.9 - Total 1,807.3 1,499.3 Property, Plant and Equipment (Note 6) 494.1 492.4 Right-of-Use Assets (Note 7) 142.0 157.0 Deferred Income Tax Assets 0.5 0.8 Pension and Benefits (Note 11) 38.7 45.5 Financial and Other Assets 5.1 5.9 Goodwill and Intangible Assets (Note 8) 135.1 145.8 Total Assets $ 2,622.8 $ 2,346.7 LIABILITIES AND SHAREHOLDERS' EQUITY Current Bank indebtedness (Note 9) $ - $ 13.4 Accounts payable and accrued liabilities 464.0 442.1 Short-term lease obligations (Note 7) 24.0 22.4 Income taxes payable 11.0 0.7 Total 499.0 478.6 Long-Term Debt (Note 10) 298.2 - Pensions and Benefits (Note 11) 1.4 1.5 Deferred Income Tax Liabilities 21.0 25.8 Long-Term Lease Obligations (Note 7) 147.5 161.0 Provisions and Other Non-Current Liabilities (Note 18) 30.6 21.4 Total Liabilities 997.7 688.3 Shareholders' Equity (Note 12) Common shares 514.8 528.1 Retained earnings 933.0 918.7 Contributed surplus 9.9 10.0 Accumulated other comprehensive income 167.4 201.6 Total Shareholders' Equity 1,625.1 1,658.4 Total Liabilities and Shareholders' Equity $ 2,622.8 $ 2,346.7 The accompanying notes are an integral part of these condensed consolidated financial statements. I 4 Q3 - September 30, 2025 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) Three Months Ended September 30 Nine Months Ended September 30 (in millions of Canadian dollars) 2025 2024 2025 2024 Operating Activities Net earnings for the period $ 35.0 $ 34.5 $ 138.4 $ 134.1 Depreciation and amortization 23.4 19.8 70.1 55.1 Provision for income taxes 11.2 10.7 44.0 44.3 Interest expense, net 5.4 2.4 16.0 3.7 Gain on sale of property, plant and equipment (0.3) (0.2) (0.8) (0.6) Difference between pension expense and amount funded 1.0 0.8 2.4 2.1 Interest paid net, including interest on lease obligations (5.3) (1.6) (12.4) (3.7) Cash from operating activities before non-cash working capital 70.4 66.4 257.7 235.0 Changes in Non-Cash Working Capital Items Accounts receivable (18.1) (0.3) (101.4) (37.4) Inventories 45.8 48.1 (65.5) 36.9 Accounts payable and accrued liabilities (26.8) 56.8 28.8 46.2 Other 4.4 2.5 0.2 2.7 Change in non-cash working capital 5.3 107.1 (137.9) 48.4 Income tax paid, net (12.9) (10.8) (25.7) (49.6) Cash from operating activities 62.8 162.7 94.1 233.8 Financing Activities Issue of common shares - - 0.3 1.6 Repurchase of common shares (14.0) (47.1) (62.6) (119.0) Dividends on common shares (24.0) (24.5) (72.1) (73.6) Decrease in bank indebtedness - - (13.4) - Issuance (repayment) of long-term debt - - 300.0 (150.0) Deferred financing costs - (1.8) (1.9) (1.8) Lease obligations (5.9) (5.2) (17.5) (14.5) Cash (used in) from fina
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ncing activities (43.9) (78.6) 132.8 (357.3) Investing Activities Purchase of property, plant and equipment (15.0) (21.0) (60.0) (69.0) Proceeds on sale of property, plant and equipment 0.4 0.5 1.3 1.0 Purchase of business - (222.9) - (222.9) Cash used in investing activities (14.6) (243.4) (58.7) (290.9) Effect of exchange rates on cash and cash equivalents 12.8 (4.6) (2.2) 7.5 Increase (decrease) in cash and cash equivalents 17.1 (163.9) 166.0 (406.9) Cash and cash equivalents, beginning of the period 194.5 386.2 45.6 629.2 Cash and cash equivalents, end of the period $ 211.6 $ 222.3 $ 211.6 $ 222.3 The accompanying notes are an integral part of these condensed consolidated financial statements. I Russel Metals Inc. 5 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) (in millions of Canadian dollars) Common Shares Retained Earnings Contributed Surplus Accumulated Other Comprehensive Income Total Balance, January 1, 2025 $ 528.1 $ 918.7 $ 10.0 $ 201.6 $ 1,658.4 Payment of dividends - (72.1) - - (72.1) Net earnings for the period - 138.4 - - 138.4 Other comprehensive loss for the period - - - (37.3) (37.3) Share options exercised 0.4 - (0.1) - 0.3 Shares repurchased (13.7) (48.9) - - (62.6) Transfer of net actuarial losses on defined benefit plans - (3.1) - 3.1 - Balance, September 30, 2025 $ 514.8 $ 933.0 $ 9.9 $ 167.4 $ 1,625.1 (in millions of Canadian dollars) Common Shares Retained Earnings Contributed Surplus Accumulated Other Comprehensive Income Total Balance, January 1, 2024 $ 556.3 $ 954.6 $ 10.3 $ 118.7 $ 1,639.9 Payment of dividends - (73.6) - - (73.6) Net earnings for the period - 134.1 - - 134.1 Other comprehensive income for the period - - - 21.5 21.5 Share options exercised 1.9 - (0.3) - 1.6 Shares repurchased (27.5) (91.5) - - (119.0) Transfer of net actuarial gains on defined benefit plans - 3.3 - (3.3) - Balance, September 30, 2024 $ 530.7 $ 926.9 $ 10.0 $ 136.9 $ 1,604.5 The accompanying notes are an integral part of these condensed consolidated financial statements. I 6 Q3 - September 30, 2025 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 GENERAL BUSINESS DESCRIPTION Russel Metals Inc. (the "Company"), a Canadian corporation with common shares listed on the Toronto Stock Exchange, is a metals distribution company operating in various locations within North America. The Company's registered office is located at 6600 Financial Drive, Mississauga, Ontario, L5N 7J6. These condensed consolidated financial statements were authorized for issue by the Board of Directors on November 5, 2025. NOTE 2 BASIS OF PRESENTATION These condensed consolidated financial statements, including comparatives, have been prepared using the same accounting policies and methods as those used in the Company's consolidated financial statements for the year ended December 31, 2024. These condensed consolidated financial statements are in compliance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), have been omitted or condensed. The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting
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policies. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the financial statements have been set out in the Company's consolidated financial statements for the year ended December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2024. These condensed consolidated financial statements have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities (including derivative instruments) at fair value through the condensed consolidated statement of earnings. Historical cost is generally based on the fair value of the consideration given in exchange for assets at the time of the transaction. These condensed consolidated financial statements are presented in Canadian dollars, which is the Company's functional currency. NOTE 3 FUTURE ACCOUNTING CHANGES IFRS 18 Presentation and Disclosure in Financial Statements IFRS 18 will replace IAS 1 Presentation of Financial Statements and is expected to have an impact on how the Company presents and discloses its financial statements and the notes thereto. The new standard will provide guidance on a more structured income statement presentation, introduce disclosure requirements on management-defined performance measures and provide guidance on when additional disaggregation is required for items presented on the face of the financial statements or in the notes thereto. The standard is effective for annual periods beginning on or after January 1, 2027, with early adoption permitted and is to be applied retrospectively. The new standard will affect the Company’s disclosure and presentation of its financial performance but not measurement or recognition. The Company is currently evaluating the standard and developing an implementation plan. NOTE 4 INVENTORIES ($ millions) September 30 2025 December 31 2024 Inventories Metals service centers $ 625.6 $ 594.4 Energy field stores 221.3 229.3 Steel distributors 125.6 96.1 Total $ 972.5 $ 919.8 I Russel Metals Inc. 7 Inventories expensed in cost of sales for the three months ended September 30, 2025, were $0.9 billion (2024: $0.9 billion) and for the nine months ended September 30, 2025, were $2.8 billion (2024: $2.5 billion). During the three months ended September 30, 2025, the Company recorded a net increase in inventory provisions of $1.3 million (2024: no change in inventory provisions) and a net reduction of $2.3 million for the nine months ended September 30, 2025 (2024: net reduction of $2.7 million). NOTE 5 ASSETS HELD FOR SALE On September 17, 2025, the Company entered into binding sale agreements to sell land and building associated with its Saskatoon (Saskatchewan) and Delta (British Columbia) branches within the metals service centers segment. The Company transferred its book value of $4.9 million from property, plant, and equipment and presented it under current assets as held for sale. The purpose of the sale is to rationalize excess capacity for the British Columbia location and sell redundant property for the Saskatoon location. The Delta location will be permanently closed, and the Company has recorded a restructuring provision of $4.2 million relating to this closure. The Company expects to complete the sales in the first half of 2026 for total ca
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sh proceeds of greater than $40 million. NOTE 6 PROPERTY, PLANT AND EQUIPMENT Cost ($ millions) Land and Buildings Machinery and Equipment Leasehold Improvements Total Balance, December 31, 2024 $ 401.1 $ 611.1 $ 28.5 $ 1,040.7 Additions 12.8 46.5 0.7 60.0 Disposals - (14.7) - (14.7) Assets held for sale (15.0) - - (15.0) Foreign exchange and other (5.6) (3.9) - (9.5) Balance, September 30, 2025 $ 393.3 $ 639.0 $ 29.2 $ 1,061.5 Accumulated Depreciation and Amortization ($ millions) Land and Buildings Machinery and Equipment Leasehold Improvements Total Balance, December 31, 2024 $ 168.7 $ 358.8 $ 20.8 $ 548.3 Additions 8.4 32.1 1.0 41.5 Disposals - (14.2) - (14.2) Assets held for sale (10.1) - - (10.1) Foreign exchange and other (1.0) 3.4 (0.5) 1.9 Balance, September 30, 2025 $ 166.0 $ 380.1 $ 21.3 $ 567.4 Net Book Value ($ millions) December 31, 2024 $ 492.4 September 30, 2025 $ 494.1 All items of property, plant and equipment are recorded and held at cost. Land, included in land and buildings, was $47.0 million (December 31, 2024: $49.9 million). Depreciation Expense Three Months Ended September 30 Nine Months Ended September 30 ($ millions) 2025 2024 2025 2024 Depreciation - cost of materials $ 2.3 $ 1.7 $ 6.9 $ 5.1 Depreciation - other operating expense 11.7 9.5 34.6 26.7 Total $ 14.0 $ 11.2 $ 41.5 $ 31.8 I 8 Q3 - September 30, 2025 NOTE 7 RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS Leased land and buildings represented approximately 79% (2024: 81%) of the right-of-use assets with the remainder comprised of leases of vehicles and equipment. ($ millions) Right-of-use Assets Lease Obligations Balance, December 31, 2024 $ 157.0 $ 183.4 Additions 8.5 8.5 Disposals (1.1) (1.1) Depreciation and amortization (20.7) - Lease payments - (17.5) Foreign exchange (1.7) (1.8) Balance, September 30, 2025 $ 142.0 $ 171.5 Current portion $ 24.0 Long-term portion $ 147.5 The carrying value of right-of-use assets and depreciation expense by class of underlying assets are as follows: Right-of-use Assets ($ millions) September 30 2025 December 31 2024 Land and buildings $ 112.8 $ 126.3 Machinery and equipment 29.2 30.7 Total $ 142.0 $ 157.0 Depreciation Expense Three Months Ended September 30 Nine Months Ended September 30 ($ millions) 2025 2024 2025 2024 Land and buildings $ 4.4 $ 3.6 $ 13.5 $ 9.2 Machinery and equipment 2.5 2.3 7.2 6.7 Total $ 6.9 $ 5.9 $ 20.7 $ 15.9 NOTE 8 GOODWILL AND INTANGIBLE ASSETS ($ millions) September 30 2025 December 31 2024 Goodwill $ 65.3 $ 66.6 Intangible assets 69.8 79.2 Total $ 135.1 $ 145.8 Goodwill ($ millions) Metals Service Centers Energy Field Stores Total Balance, December 31, 2024 $ 65.4 $ 1.2 $ 66.6 Foreign exchange (1.3) - (1.3) Balance, September 30, 2025 $ 64.1 $ 1.2 $ 65.3 The continuity of cost and accumulated depreciation for intangibles, which comprised of customer relationships and non-competition agreements acquired through business combinations, is as follows: Intangible Assets Cost ($ millions) Metals Service Centers Energy Field Stores Total Balance, December 31, 2024 $ 67.5 $ 108.6 $ 176.1 Foreign exchange (1.0) (0.7) (1.7) Balance, September 30, 2025 $ 66.5 $ 107.9 $ 174.4 Accumulated Amortization ($ millions) Metals Service Centers Energy Field Stores Total Balance, December 31, 2024 $ (25.7) $ (71.2) $ (96.9) Amortization (2.5) (5.2) (7.7) Balance, September 30, 2025 $ (28.2) $ (76.4) $ (104.6) I Russel Metals Inc. 9 Net Book Value ($ millions) December 31, 2024 $ 79.2 September 30, 2025 $ 69.8 The
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remaining amortization period for customer relationships is 1 to 19 years. NOTE 9 REVOLVING CREDIT FACILITIES On July 15, 2024, the Company entered into a new $600 million credit agreement with a syndicate of banks replacing its previous $450 million facility, which consists of: (i) $400 million under Facility A to be utilized for borrowings and letters of credit; (ii) $50 million under Facility B to be utilized only for letters of credit; and (iii) $150 million under Facility C to be used for borrowings. Letters of credit are issued under Facility B first and additional needs are issued under Facility A. Facilities A and B were set to expire on July 15, 2028 and Facility C was set to expire on July 15, 2026. These facilities were unsecured and are guaranteed by the Company and certain of its subsidiaries. On April 29, 2025, the Company amended its credit agreement to remove the springing lien feature and extend the expiration date on Facility A and B to April 30, 2029, and to cancel Facility C. These facilities are unsecured and are guaranteed by the Company and certain of its subsidiaries. The Company had no borrowings as at September 30, 2025, (December 31, 2024: $13.4 million) and letters of credit were $53.6 million as at September 30, 2025, (December 31, 2024: $26.2 million) under this facility. The Company was in compliance with its financial covenants at September 30, 2025. NOTE 10 LONG-TERM DEBT ($ millions) September 30 2025 December 31 2024 4.423% $300 million Senior Unsecured Notes due March 28, 2030 $ 298.2 $ - Fees associated with the issue of the debt are included in the carrying amount of debt and are amortized using the effective interest method. On March 28, 2025, the Company issued, through a private placement, $300 million 4.423% senior unsecured notes due March 28, 2030, for net proceeds of $298 million. Interest is due semi-annually on March 28 and September 28 of each year. These notes are senior unsecured unsubordinated obligations of the Company and rank pari passu with other existing and future unsecured unsubordinated debt. Prior to February 28, 2030, the Company, at its option, may redeem, in whole or in part, at any time at a redemption price equal to the greater of: (a) 100% of the principal amount of the notes redeemed; and (b) the Canada Yield Price, in each case plus accrued and unpaid interest. The Canada Yield Price is equal to the sum of the present values of the remaining scheduled payments of interest and the principal on the notes to be redeemed from the redemption date to the par call date discounted at the Government of Canada yield plus 43.5 basis points. The Company may redeem the notes at par on or after February 28, 2030. NOTE 11 PENSIONS AND BENEFITS As at September 30, 2025, the Company determined its accrued benefit obligations related to the employee future benefit plans using a discount rate of 4.8% (December 31, 2024: 4.7%) and also determined the fair value of the defined benefit pension plan assets as at the statement of financial position date. The net change in the accrued benefit obligations less the fair value of the defined benefit plan assets resulted in an actuarial loss on employee future benefit plans of $0.5 million for the three months ended September 30, 2025 (2024: loss of $0.8 million) and an actuarial loss of $4.3 million for the nine months ended September 30, 2025 (2024: gain of $4.5 million). I 10 Q3 - September 30, 2025 The benefit obligations and plan assets for t
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he Company's pension and other post-retirement benefit obligations are as follows: ($ millions) September 30 2025 December 31 2024 Present value of defined benefit pension obligations $ 87.2 $ 86.4 Fair value of plan assets (125.4) (131.4) Total (38.2) (45.0) Other post-retirement benefit obligations 0.9 1.0 Defined benefit (asset) obligation, net $ (37.3) $ (44.0) The following table provides the defined benefit obligations for partially funded plans and unfunded plans. Pension Plans Other Benefit Plans Defined Benefit (Asset) Obligation ($ millions) September 30 2025 December 31 2024 September 30 2025 December 31 2024 Plans with surplus $ (38.7) $ (45.5) $ - $ - Partially funded plans 0.5 0.5 - - Unfunded plans - - 0.9 1.0 Defined benefit (asset) obligation $ (38.2) $ (45.0) $ 0.9 $ 1.0 NOTE 12 SHAREHOLDERS' EQUITY a) At September 30, 2025 and 2024, the authorized share capital of the Company consisted of: (i) an unlimited number of common shares without nominal or par value; (ii) an unlimited number of Class I preferred shares without nominal or par value, issuable in series; and (iii) an unlimited number of Class II preferred shares without nominal or par value, issuable in series. The Directors have the authority to issue the Class I and Class II preferred shares in series and fix the designation, rights, privileges and conditions to be attached to each series, except that the Class I shares shall be entitled to preference over the Class II shares with respect to the payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding-up of the Company. b) The number of common shares issued and outstanding is as follows: Number of Shares Amount (millions) Balance, December 31, 2024 57,133,088 $ 528.1 Share options exercised 12,267 0.4 Shares repurchased (1,487,200) (13.7) Balance, September 30, 2025 55,658,155 $ 514.8 During the nine months ended September 30, 2025, the Company purchased 1,487,200 shares under the Company's normal course issuer bid at an average cost of $41.26 per share for a total cost of $61.4 million excluding the impact of 2% federal tax on share repurchase which amounted to $1.2 million. The original cost of these shares of $13.7 million was recorded as a reduction of share capital and the balance of $48.9 million as a reduction of retained earnings. The common shares purchased through this bid have been cancelled. Dividends paid and declared are as follows: Three Months Ended September 30 Nine Months Ended September 30 2025 2024 2025 2024 Dividends paid ($ millions) $ 24.0 $ 24.5 $ 72.1 $ 73.6 Dividends paid per share $ 0.43 $ 0.42 $ 1.28 $ 1.24 Dividends declared per share on November 5, 2025 (November 6, 2024) $ 0.43 $ 0.42 I Russel Metals Inc. 11 NOTE 13 SHARE-BASED COMPENSATION Share Options The Company had no share options outstanding as at September 30, 2025 (December 31, 2024: 12,267 at an exercise price of $25.08). Restricted Share Units (RSU) The Company has an RSU Plan for eligible employees as designated by the Board of Directors. Continuity of RSUs outstanding is as follows: (number of units) September 30 2025 December 31 2024 Balance, beginning of the period 475,532 513,586 Granted 208,421 243,097 Paid out (1,540) (281,151) Balance, end of the period 682,413 475,532 The RSU liability at September 30, 2025, was $22.0 million (December 31, 2024: $14.6 million). The fair value of RSUs was $28.4 million at September 30, 2025 (December 31, 2024: $20.0 million). Divid
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ends declared on common shares accrue to units in the RSU plan in the form of additional RSUs. Deferred Share Units (DSU) The Company has a DSU Plan for non-executive directors. Continuity of DSUs outstanding is as follows: (number of units) September 30 2025 December 31 2024 Balance, beginning of the period 360,130 386,183 Granted 32,719 45,409 Paid out - (71,462) Balance, end of the period 392,849 360,130 The liability and fair value of DSUs was $16.4 million at September 30, 2025 (December 31, 2024: $15.2 million). Dividends declared on common shares accrue to units in the DSU plan in the form of additional DSUs. Share Appreciation Rights (SAR) The Company has a SAR plan for certain employees. The following is a continuity of SARs outstanding: Number of SARs Weighted Average Exercise Price September 30 2025 December 31 2024 September 30 2025 December 31 2024 Balance, beginning of period 324,600 280,321 $ 31.00 $ 28.63 Granted 47,262 44,279 42.08 45.96 Balance, end of period 371,862 324,600 $ 32.41 $ 31.00 The SARs liability and fair value at September 30, 2025, was $3.5 million and $3.7 million respectively (December 31, 2024: $3.4 million and $3.8 million respectively). Performance Share Units (PSU) The Company has a PSU Plan for certain employees as designated by the Board of Directors. PSUs vest one third on the first and second anniversary after the grant date and the remaining one third on the expiry date. PSUs expire on the earlier of: (i) December 5 of the third calendar year following the year in which the services were provided to which such grant of PSUs relates; and (ii) the third anniversary of the grant date. The Company is obligated to pay in cash an amount equal to the number of PSUs multiplied by the market price, which is defined as the volume weighted average price of a common share on the Toronto Stock Exchange for the last five trading days immediately prior to the expiry date and the Performance Modifier. The Performance Modifier ranges from 0% to 200% of the target award and is determined based on the achievement of specific performance criteria. I 12 Q3 - September 30, 2025 For the nine months ended September 30, 2025, 70,905 PSUs were granted and outstanding (2024: nil). The PSU liability at September 30, 2025, was $2.0 million (December 31, 2024: $nil). The fair value of PSUs was $3.0 million at September 30, 2025 (December 31, 2024: $nil). Dividends declared on common shares accrue to units in the PSU plan in the form of additional PSUs. NOTE 14 EARNINGS PER SHARE The net income used in the calculation of basic and diluted earnings per share for the three months ended September 30, 2025 was $35.0 million (2024: $34.5 million) and for the nine months ended September 30, 2025, was $138.4 million (2024: $134.1 million). Three Months Ended September 30 Nine Months Ended September 30 (number of shares) 2025 2024 2025 2024 Weighted average shares outstanding 55,866,943 58,238,501 56,394,168 59,399,755 Dilution impact of share options - 8,354 - 9,276 Diluted weighted average shares outstanding 55,866,943 58,246,855 56,394,168 59,409,031 NOTE 15 EXPENSES Three Months Ended September 30 Nine Months Ended September 30 ($ millions) 2025 2024 2025 2024 Employee Expenses Wages and salaries $ 94.4 $ 91.6 $ 295.0 $ 251.4 Other employee related costs 17.2 14.1 51.6 43.2 Total $ 111.6 $ 105.7 $ 346.6 $ 294.6 Other Operating Expenses Plant and other expenses $ 45.9 $ 29.4 $ 129.3 $ 101.1 Delivery expenses 23.1 20.6 67.0 63.1
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Repairs and maintenance 7.4 6.1 21.9 17.6 Selling expenses 4.1 3.2 12.3 10.0 Professional fees 2.8 2.7 8.2 10.1 Gain on sale of property, plant and equipment (0.3) (0.2) (0.8) (0.6) Foreign exchange loss (gain) - (0.2) (2.8) 0.1 Total $ 83.0 $ 61.6 $ 235.1 $ 201.4 NOTE 16 INTEREST EXPENSE Three Months Ended September 30 Nine Months Ended September 30 ($ millions) 2025 2024 2025 2024 Interest on 6% $150 million Senior Unsecured Notes $ - $ - $ - $ 3.2 Interest on 5 ¾% $150 million Senior Unsecured Notes - 2.3 - 7.0 Interest on 4.423% $300 million Senior Unsecured Notes 3.4 - 6.9 - Write-off of deferred financing charges - - - 1.1 Interest on lease obligations 3.7 3.1 11.2 8.2 Other interest income, net (1.7) (3.0) (2.1) (15.8) Interest expense, net $ 5.4 $ 2.4 $ 16.0 $ 3.7 Interest expense on long-term debt and lease obligations is charged to earnings using the effective interest method. Interest expense on long-term debt is comprised of the interest calculated on the face value of long-term debt, issue costs and accretion of the carrying value of the long-term debt. Debt accretion and issue cost amortization for the three months ended September 30, 2025, was $0.1 million (2024: $0.2 million) and for the nine months ended September 30, 2025, was $0.2 million (2024: $1.9 million). I I I I I Russel Metals Inc. 13 NOTE 17 INCOME TAXES The consolidated effective tax rates for the three months ended September 30, 2025 and September 30, 2024, were 24.2% and 23.7% respectively and for the nine months ended September 30, 2025 and 2024, were 24.1% and 24.8% respectively. NOTE 18 PROVISIONS AND OTHER NON-CURRENT LIABILITIES ($ millions) September 30 2025 December 31 2024 Provision for decommissioning liabilities $ 3.5 $ 3.4 Deferred compensation and employee incentives 43.9 33.2 Total 47.4 36.6 Less: current portion (16.8) (15.2) Total $ 30.6 $ 21.4 Deferred compensation includes the RSU, DSU, SAR and PSU liabilities. The DSU and RSU liability that will be paid within 12 months are reclassified as current accrued liabilities. NOTE 19 SEGMENTED INFORMATION For the purpose of segment reporting, operating segments are identified as a component of an entity: • that engages in business activities from which it may earn revenues and incur expenses; • whose operating results are regularly reviewed by the Company's Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance; and • for which discrete financial information is available. Accordingly, the Company conducts business in Canada and the U.S. in three operating and reportable segments. Metals Service Centers The Company's network of metals service centers carry an extensive line of metal products in a wide range of sizes, shapes and specifications, including carbon hot rolled and cold finished steel, pipe and tubular products, stainless steel and aluminum and other non-ferrous specialty metals. The Company purchases these products primarily from North American steel producers, and processes, packages and sells them to end users in accordance with their specific needs. Energy Field Stores The Company's energy field store operations carry a specialized product line focused on the needs of energy industry customers. These operations distribute flanges, valves, fittings and other products through our field store operations in Western Canada and the United States. Steel Distributors The Company's steel distributors operations act as master distribu
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tors selling steel to customers in large volumes to other steel service centers and large equipment manufacturers mainly on an "as is" basis. The main steel products sourced by this segment are carbon steel plate, flat rolled products, beams, channel and pipe. I 14 Q3 - September 30, 2025 The Company has segmented its operations on the basis of management reporting. For the three months ended September 30, 2025, the inter-segment sales from steel distributors to metals service centers were $26.4 million (2024: $23.7 million) and for the nine months ended September 30, 2025, were $55.4 million (2024: $71.0 million). These sales, which are at market rates, are eliminated in the following table. a) Results by business segment: Three Months Ended September 30 Nine Months Ended September 30 ($ millions) 2025 2024 2025 2024 Segment Revenues Metals service centers $ 823.2 $ 706.9 $ 2,519.0 $ 2,143.5 Energy field stores 226.7 265.7 721.7 763.6 Steel distributors 112.2 109.7 294.5 300.2 Total 1,162.1 1,082.3 3,535.2 3,207.3 Other 4.8 7.1 12.6 14.7 Total $ 1,166.9 $ 1,089.4 $ 3,547.8 $ 3,222.0 Segment Operating Profits Metals service centers $ 27.5 $ 21.5 $ 134.3 $ 98.7 Energy field stores 19.1 24.7 57.3 69.3 Steel distributors 8.1 9.0 27.2 28.2 Total 54.7 55.2 218.8 196.2 Corporate and other income (expenses) (3.1) (7.6) (20.4) (14.1) Earnings before interest expense and provision for income taxes 51.6 47.6 198.4 182.1 Interest expense, net (5.4) (2.4) (16.0) (3.7) Provision for income taxes (11.2) (10.7) (44.0) (44.3) Net earnings $ 35.0 $ 34.5 $ 138.4 $ 134.1 Capital Expenditures Metals service centers $ 13.2 $ 18.2 $ 52.4 $ 60.2 Energy field stores 1.5 2.4 4.0 6.7 Steel distributors 0.1 - 1.3 0.4 Other 0.2 0.4 2.3 1.7 Total $ 15.0 $ 21.0 $ 60.0 $ 69.0 Depreciation and Amortization Expense Metals service centers $ 17.5 $ 13.9 $ 52.7 $ 38.1 Energy field stores 5.0 5.0 15.1 14.9 Steel distributors 0.4 0.3 1.1 1.0 Other 0.5 0.6 1.2 1.1 Total $ 23.4 $ 19.8 $ 70.1 $ 55.1 I I I I I Russel Metals Inc. 15 ($ millions) September 30 2025 December 31 2024 Current Identifiable Assets Metals service centers $ 1,028.8 $ 926.4 Energy field stores 385.3 370.0 Steel distributors 168.6 130.5 Total 1,582.7 1,426.9 Non-Current Identifiable Assets Metals service centers 651.3 658.4 Energy field stores 106.5 118.1 Steel distributors 12.5 12.8 Total identifiable assets included in segments 2,353.0 2,216.2 Assets Not Included in Segments Cash and cash equivalents 211.6 45.6 Income taxes receivable and deferred income tax assets 4.1 15.3 Financial and other assets 7.5 17.3 Pension and benefits 38.7 45.5 Corporate and other operating assets 7.9 6.8 Total assets $ 2,622.8 $ 2,346.7 Liabilities Metals service centers $ 441.7 $ 417.8 Energy field stores 130.1 139.1 Steel distributors 21.8 23.0 Total liabilities included in segment 593.6 579.9 Liabilities Not Included in Segments Bank indebtedness - 13.4 Income taxes payable and deferred income tax liabilities 32.0 26.5 Long-term debt 298.2 - Pension and benefits 1.4 1.5 Corporate and other liabilities 72.5 67.0 Total liabilities $ 997.7 $ 688.3 b) Enterprise-wide disclosure - results by geographic region: Three Months Ended September 30 Nine Months Ended September 30 ($ millions) 2025 2024 2025 2024 Segment Revenues Canada $ 660.1 $ 665.5 $ 1,993.5 $ 1,931.2 United States 502.0 416.8 1,541.7 1,276.1 Total $ 1,162.1 $ 1,082.3 $ 3,535.2 $ 3,207.3 Segment Operating Profits Canada $ 31.8 $ 35.4 $ 117.8 $ 127.7 United States 2
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2.9 19.8 101.0 68.5 Total $ 54.7 $ 55.2 $ 218.8 $ 196.2 ($ millions) September 30 2025 December 31 2024 Identifiable Assets Canada $ 1,386.3 $ 1,328.3 United States 966.7 887.9 Total $ 2,353.0 $ 2,216.2 I 16 Q3 - September 30, 2025 c) Revenues by Product: Three Months Ended September 30 Nine Months Ended September 30 ($ millions) 2025 2024 2025 2024 Carbon Structurals and Pipe (WF & I Beams, Angles, Channels, Hollow Tubes) $ 418.0 $ 378.8 $ 1,215.2 $ 1,180.3 Plate (Discrete & Plate in Coil) 257.2 221.9 741.9 646.5 Flanges, Valves, Fittings and other related products 171.6 181.7 534.9 543.3 Flat Rolled (Sheet & Coil) 105.8 114.0 386.7 302.7 Bars (Hot Rolled and Cold Finished) 54.5 47.4 158.3 164.0 Grating/ Expanded/ Rails 14.9 12.9 42.2 37.1 Total Carbon (excluding Stainless) 1,022.0 956.7 3,079.2 2,873.9 Stainless Steel 48.5 42.3 161.2 108.1 Aluminum 63.3 49.4 209.6 140.3 Other Non-Ferrous 0.9 6.2 4.8 8.5 Total Non-Ferrous 112.7 97.9 375.6 256.9 Other 32.2 34.8 93.0 91.2 Total $ 1,166.9 $ 1,089.4 $ 3,547.8 $ 3,222.0 NOTE 20 FINANCIAL INSTRUMENTS AND RELATED RISK MANAGEMENT a) Financial assets and liabilities Financial assets and liabilities are as follows: September 30, 2025 ($ millions) Loans and Receivables Other Financial Liabilities Total Cash and cash equivalents $ 211.6 $ - $ 211.6 Accounts receivable 583.5 - 583.5 Other financial assets 6.2 - 6.2 Accounts payables and accrued liabilities - (464.0) (464.0) Lease obligations - (171.5) (171.5) Long-term debt - (298.2) (298.2) Total $ 801.3 $ (933.7) $ (132.4) December 31, 2024 ($ millions) Loans and Receivables Other Financial Liabilities Total Cash and cash equivalents $ 45.6 $ - $ 45.6 Accounts receivable 479.0 - 479.0 Other financial assets 15.5 - 15.5 Bank indebtedness - (13.4) (13.4) Accounts payable and accrued liabilities - (442.1) (442.1) Lease obligations - (183.4) (183.4) Total $ 540.1 $ (638.9) $ (98.8) For the three and nine months ended September 30, 2025, the fair value loss from derivative financial instruments on the consolidated statements of earnings was $1.2 million and $6.4 million respectively (2024: gain of $2.5 million and $0.4 million) including embedded derivatives and forward contracts. b) Fair Value The fair value of cash and cash equivalents, accounts receivable, bank indebtedness, accounts payable and accrued liabilities approximate their carrying amounts because of the short-term maturity of these instruments. The fair values of long-term debt are set forth below. Carrying Amounts Amounts recorded in the consolidated statement of financial position are referred to as "carrying amounts". The carrying amounts of primary debt are reflected in "Long-term debt" and "Current portion long-term debt". I Russel Metals Inc. 17 Fair Value The Company records its debt at amortized cost using the effective interest method. The fair value of long-term debt is estimated based on the last quoted trade price, where it exists, or based on current rates available to the Company for similar debt with the same period to maturity. The carrying and fair value of the Company's $300 million senior unsecured notes at 4.423% as at September 30, 2025, were $298.2 million and $303.6 million respectively. c) Credit Risk Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligation. Credit risk arises from cash and cash equivalents and derivative financial instruments, as well as credit exposure to cust
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omers including accounts receivable. The Company attempts to minimize credit exposure as follows: • Cash investments are placed with high-quality financial institutions with limited exposure to any one institution. At September 30, 2025, nearly all cash and cash equivalents were held in institutions that were rated as R1 High by DBRS; • Counterparties to derivative contracts are members of the syndicated banking facility (Note 9); • Credit limits minimize exposure to any one customer; and • The customer base is geographically diverse and in different industries. No allowance for credit losses on financial assets was required as of September 30, 2025 and December 31, 2024, other than the allowance for expected credit losses in accounts receivable. As at September 30, 2025, and December 31, 2024, trade accounts receivable greater than 90 days represented less than 3% of total trade accounts receivable. d) Interest Rate Risk Interest rate risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in market rates of interest. The Company is not exposed to significant interest rate risk. The Company's long-term debt is at fixed rates. The Company's bank borrowings, net of cash and cash equivalents used to finance working capital which is short-term in nature, is at floating interest rates. e) Foreign Exchange Risk Foreign exchange risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company uses foreign exchange contracts with maturities of less than a year to manage foreign exchange risk on certain future committed cash outflows. As at September 30, 2025, the Company had outstanding forward foreign exchange contracts in the amount of US$116 million maturing in 2025 (2024: US$196.2 million). A 1% change in foreign exchange rates would not result in a significant increase or decrease in accounts receivable, accounts payable or net earnings. f) Liquidity Risk Liquidity risk is the risk that the Company will not meet its financial obligations when due. Liquidity adequacy is assessed in view of seasonal needs, growth requirements, capital expenditures, and the maturity profile of indebtedness. As at September 30, 2025, the Company has access to $600.2 million from cash on hand and the undrawn portion of its committed credit facility. Cash is managed by the centralized treasury function and is invested in money market instruments or bank deposits, with durations ranging up to sixty days. A centralized treasury function ensures that the Company maintains funding flexibility by assessing future cash flow expectations and by maintaining its committed borrowing facilities. I 18 Q3 - September 30, 2025 As at September 30, 2025, the Company was contractually obligated to make payments under its financial liabilities that come due during the following periods: ($ millions) Accounts Payable Long-Term Debt Maturities Long-Term Debt Interest Lease Obligations Total 2025 $ 464.0 $ - $ - $ 9.5 $ 473.5 2026 - - 13.3 37.5 50.8 2027 - - 13.3 35.8 49.1 2028 - - 13.3 31.3 44.6 2029 - - 13.3 25.5 38.8 2030 and beyond - 300.0 6.5 101.2 407.7 Total $ 464.0 $ 300.0 $ 59.7 $ 240.8 $ 1,064.5 At September 30, 2025, the Company was contractually obligated to repay its letters of credit under its bank facilities (Note 9). g) Capital Management The Company manages capital in order to safeguard its ability to cont
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inue as a going concern, provide returns to shareholders through its dividend policy and provide the ability to finance future growth. Capital includes shareholders' equity, bank indebtedness and long-term debt, net of cash. The Company manages its capital structure and may make adjustments to the amount of dividends paid to shareholders, purchase shares for cancellation pursuant to issuer bids, issue new shares, issue new debt, repurchase existing debt or shares and extend or amend its banking facilities. In the nine months ended September 30, 2025, the Company issued $300 million 4.423% senior unsecured notes due March 28, 2030, amended and extended its credit facilities, repurchased 1.5 million shares for $62.6 million under its normal course issuer bid and paid dividends of $72.1 million. NOTE 21 CONTINGENCIES, COMMITMENTS AND GUARANTEES a) Commitment On September 28, 2025, the Company entered into an agreement to acquire seven service center locations from Kloeckner Metals Corporation for approximately US$118.6 million, subject to closing working capital and other normal course adjustments. These U.S. service centers are located in the states of Florida, Georgia, Iowa, North Carolina and Texas. The transaction will be financed by cash on hand and is expected to close in the fourth quarter of 2025 or the first quarter of 2026. b) Lawsuits and Legal Claims The Company recognizes loss provisions for losses that are probable when management is able to reasonably estimate the loss. When the estimated loss lies within a range, the Company records a loss provision based on its best estimate of the probable loss. Where there is a continuous range of possible outcomes, and each point in that range is as likely as any other, the mid-point of the range is used. Estimates of losses may be developed before the ultimate loss is known and are revalued each accounting period as additional information becomes known. In instances where the Company is unable to develop a reasonable loss estimate, no loss provision is recorded at that time. Estimates are reviewed quarterly and revised when expectations change. An outcome that deviates from the Company’s estimate may result in an additional expense or income in a future accounting period. The Company and certain of its subsidiaries have been named defendants in a number of legal actions. Although the outcome of these legal actions cannot be determined, management intends to defend all such legal actions and has recorded provisions, as required, based on its best estimate of the potential losses. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company's financial position, cash flows or operations. The Company has also entered into other agreements that provide indemnifications to counterparties in certain transactions including underwriting agreements. These indemnifications generally require the Company to indemnify the counterparties for costs incurred as a result of losses from litigation that may be suffered by counterparties arising from those transactions except in the case of gross negligence by the counterparties. I Russel Metals Inc. 19 c) Decommissioning Liability The Company is incurring site cleanup and restoration costs related to properties not utilized in current operations. Remedial actions continue at two sites. Decommissioning liabilities have been estimated using discounted cash flow valuation techniques for
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cleanup costs based on management's best estimates of the amount required to settle the liability. The Company has asset retirement obligations relating to the land lease for its Thunder Bay Terminal operation whose lease term expires in 2031. The landlord has the option to retain the equipment or to require the Company to remove it. In addition, the Company has end-of-lease obligations in certain service center operations. NOTE 22 OTHER COMPREHENSIVE INCOME Income taxes on other comprehensive income (loss) are as follows: Three Months Ended September 30 Nine Months Ended September 30 ($ millions) 2025 2024 2025 2024 Tax on items that may not be reclassified to earnings Income taxes on actuarial gains on pension and similar obligations $ 0.2 $ (0.2) $ 1.2 $ (1.2) I
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