UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~February 3028, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4304

___________________________________

COMMERCIAL METALS COMPANY

(Exact Name of Registrant as Specified in Its Charter)


Delaware			75-0725338
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)

6565 N. MacArthur Blvd., Irving, Texas 75039

(Address of Principal Executive Offices) (Zip Code)

(214) 689-4300

(Registrant's Telephone Number, Including Area Code)

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, $0.01 par value

CMC

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~January~~March 225, 2026, 110,~~907~~887,~~418~~384 shares of the registrant's common stock, par value $0.01 per share, were outstanding.

COMMERCIAL METALS COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Condensed Consolidated Statements of Earnings (Loss) (Unaudited) - Three months ended November 30, 2025 and 2024			3
Condensed Consolidated Statements of Earnings (Loss) (Unaudited) - Three and six months ended February 28, 2026 and 2025			3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - Three months ended November 30, 2025 and 2024			4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - Three and six months ended February 28, 2026 and 2025			4
Condensed Consolidated Balance Sheets (Unaudited) - November 30, 2025 and August 31, 2025			5
Condensed Consolidated Balance Sheets (Unaudited) - February 28, 2026 and August 31, 2025			5
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended November 30, 2025 and 2024			6
Condensed Consolidated Statements of Cash Flows (Unaudited) - Six months ended February 28, 2026 and 2025			6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three months ended November 30, 2025 and 2024			8
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three and six months ended February 28, 2026 and 2025			8
Notes to Condensed Consolidated Financial Statements (Unaudited)			910
Note 1. Nature of Operations and Significant Accounting Policies			910
Note 2. Changes in Business			10
Note 2. Acquisitions			11
Note 3. Accumulated Other Comprehensive Loss			1117
Note 4. Revenue Recognition			1118
Note 5. Inventories, Net			1218
Note 6. Goodwill and Other Intangibles			1319
Note 7. Credit Arrangements			15
Note 7. Leases			20
Note 8. Derivatives			16
Note 8. Credit Arrangements			23
Note 9. Fair Value			17
Note 9. Derivatives			24
Note 10. Income Tax			19
Note 10. Fair Value			25
Note 11. Stock-Based Compensation Plans			19
Note 11. Income Tax			27
Note 12. Stockholders' Equity and Earnings (Loss) Per Share			20
Note 12. Stock-Based Compensation Plans			28
Note 13. Commitments and Contingencies			20
Note 13. Stockholders' Equity and Earnings (Loss) Per Share			29
Note 14. Segment Information			21
Note 14. Commitments and Contingencies			29
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			24
Note 15. Segment Information			30
Item 3. Quantitative and Qualitative Disclosures About Market Risk			35
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			36
Item 4. Controls and Procedures			35
Item 3. Quantitative and Qualitative Disclosures About Market Risk			48
PART II — OTHER INFORMATION			36
Item 4. Controls and Procedures			48
Item 1. Legal Proceedings			36
PART II — OTHER INFORMATION			49
Item 1A. Risk Factors			36
Item 1. Legal Proceedings			49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 1A. Risk Factors			49
Item 3. Defaults Upon Senior Securities			37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			50
Item 4. Mine Safety Disclosures			37
Item 3. Defaults Upon Senior Securities			50
Item 5. Other Information			37
Item 4. Mine Safety Disclosures			50
Item 6. Exhibits			37
Item 5. Other Information			50
Signature			40
Item 6. Exhibits			50
Signature			52

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (UNAUDITED)
	Three Months Ended November 30,
	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands, except share and per share data)	~~2025~~2026		~~2024~~2025		2026		2025
Net sales	$	2,~~120~~132,~~307~~018	$	1,~~909~~754,~~602~~376	$	4,252,325	$	3,663,978
Costs and operating expenses:
Cost of goods sold	1,~~713~~744,~~169~~113		1,~~601~~534,~~722~~829		3,457,282		3,136,551
Selling, general and administrative expenses	~~195~~233,~~620~~170		~~177~~167,~~858~~560		428,790		345,418
Interest expense	2440,~~848~~928		11,~~322~~167		65,776		22,489
Litigation expense	34,~~735~~067		~~350~~4,~~000~~720		7,802		354,720
Net costs and operating expenses	12,~~937~~022,~~372~~278		21,~~140~~718,~~902~~276		3,959,650		3,859,178
Earnings (loss) before income taxes	~~182~~109,~~935~~740		~~(231~~36,~~300)~~100		292,675		(195,200)
Income tax expense (benefit)	516,~~653~~708		~~(55~~10,~~582)~~627		22,361		(44,955)
Net earnings (loss)	$	~~177~~93,~~282~~032	$	~~(175~~25,~~718)~~473	$	270,314	$	(150,245)
Earnings (loss) per share:
Basic	$	10.6084	$	(10.~~54)~~22	$	2.43	$	(1.32)
Diluted	10.5883		(10.~~54)~~22		2.41		(1.32)
Average basic shares outstanding	~~111~~110,~~068~~960,~~704~~062		~~114~~113,~~053~~564,~~455~~436		111,014,543		113,811,675
Average diluted shares outstanding	~~112~~111,~~252~~917,~~205~~954		114,~~053~~510,~~455~~293		112,154,279		113,811,675

See notes to condensed consolidated financial statements.

Table of Contents

COMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
	Three Months Ended November 30,
	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)	~~2025~~2026		~~2024~~2025		2026		2025
Net earnings (loss)	$	~~177~~93,~~282~~032	$	~~(175~~25,~~718)~~473	$	270,314	$	(150,245)
Other comprehensive loss, net of income taxes:
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(219,~~425)~~573		~~(34~~2,~~957)~~653		17,148		(32,304)
Derivatives:
Net unrealized holding gain	25,~~833~~030		~~420~~22,695		7,863		23,115
Reclassification for realized gain	(25,~~349~~114)		(12,~~356~~472)		(7,463)		(3,828)
Net unrealized gain (loss) on derivatives	~~484~~(84)		~~(936)~~20,223		400		19,287
Net other comprehensive loss on defined benefit pension plan	(25)		(10)		(50)		(20)
Total other comprehensive loss, net of income taxes	(1,966)		(35,903)
Total other comprehensive income (loss), net of income taxes	19,464		22,866		17,498		(13,037)
Comprehensive income (loss)	$	~~175~~112,~~316~~496	$	~~(211~~48,~~621)~~339	$	287,812	$	(163,282)

See notes to condensed consolidated financial statements.

Table of Contents

COMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data)	~~November~~February 3028, ~~2025~~2026		August 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	1495,~~023,038~~036	$	1,043,252
Restricted cash	28,~~009,059~~594		2,652
Accounts receivable (less allowance for doubtful accounts of $4,346 and $3,186)	1,199,746		1,201,680
Accounts receivable (less allowance for doubtful accounts of $4,920 and $3,186)	1,278,653		1,201,680
Inventories, net	~~951~~1,~~081~~143,640		934,310
Prepaid and other current assets	~~324~~335,~~367~~544		312,924
Total current assets	53,~~507~~261,~~291~~467		3,494,818
Property, plant and equipment, net	23,~~810~~253,~~208~~482		2,742,773
Intangible assets, net	~~204~~496,~~252~~011		210,815
Goodwill	~~386~~2,~~188~~134,724		386,846
Other noncurrent assets	~~334~~415,~~952~~909		336,582
Total assets	$	9,~~242~~561,~~891~~593	$	7,171,834
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	~~361~~456,~~419~~025	$	358,373
Accrued contingent litigation-related loss	~~366~~369,~~007~~700		362,272
Other accrued expenses and payables	~~457~~489,~~479~~757		493,879
Current maturities of long-term debt	4652,~~295~~621		44,289
Total current liabilities	1,~~231~~368,~~200~~103		1,258,813
Deferred income taxes	~~175~~198,~~764~~804		184,645
Other noncurrent liabilities	~~218~~278,~~176~~347		225,044
Long-term debt	3,~~305~~309,~~262~~895		1,310,006
Total liabilities	45,~~930~~155,~~402~~149		2,978,508
Commitments and contingencies (Note 13)
Commitments and contingencies (Note 14)
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 111,007,693 and 111,189,136 shares	1,290		1,290
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 110,969,052 and 111,189,136 shares	1,290		1,290
Additional paid-in capital	~~395~~406,~~375~~703		406,916
Accumulated other comprehensive loss	(277,~~217~~753)		(25,251)
Retained earnings	4,~~664~~737,~~396~~460		4,507,114
Less treasury stock 18,052,971 and 17,871,528 shares at cost	(721,615)		(697,003)
Less treasury stock 18,091,612 and 17,871,528 shares at cost	(731,516)		(697,003)
Stockholders' equity	4,~~312~~406,~~229~~184		4,193,066
Stockholders' equity attributable to non-controlling interests	260		260
Total stockholders' equity	4,~~312~~406,~~489~~444		4,193,326
Total liabilities and stockholders' equity	$	9,~~242~~561,~~891~~593	$	7,171,834

See notes to condensed consolidated financial statements.

Table of Contents

COMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended November 30,

Six Months Ended February 28,

(in thousands)

~~2025~~2026

~~2024~~2025

Cash flows from (used by) operating activities:

Net earnings (loss)

~~177~~270,~~282~~314

(~~175~~150,~~718~~245)

Adjustments to reconcile net earnings (loss) to cash flows from operating activities:

Depreciation and amortization

72175,~~722~~289

70141,~~437~~021

Write-off of committed financing fees

11,563

—

Stock-based compensation

1126,~~236~~042

1018,~~232~~270

Write-down of inventory

2,~~835~~818

815,~~950~~735

Unrealized loss (gain) on undesignated commodity hedges

8,063

(2,026)

Unrealized loss on undesignated commodity hedges

6,084

6,110

Unrealized loss (gain) on undesignated foreign exchange hedges

~~3,867~~925

(23,~~733~~922)

Deferred income taxes and other long-term taxes

(73,~~531)~~402

(7695,~~940~~090)

Litigation expense

37,~~735~~802

~~350~~354,~~000~~720

Other

12,~~878~~565

~~(185)~~2,325

Changes in operating assets and liabilities

(81136,~~463~~348)

31(43,~~007~~459)

Net cash flows from operating activities

~~204~~370,~~187~~456

~~213~~245,~~024~~465

Cash flows from (used by) investing activities:

Capital expenditures

(125,437)

(118,187)

Acquisitions, net of cash acquired

(2,516,079)

—

Proceeds from the sale of property, plant and equipment

324

5,167

Capital expenditures

(248,132)

(204,454)

Proceeds from insurance

7,619

—

Proceeds from government assistance related to property, plant and equipment

—

25,000

Other

(509)

(467)

Proceeds from the sale of property, plant and equipment

2,179

5,270

Net cash flows used by investing activities

(118,003)

(113,487)

Proceeds from insurance

8,466

—

Other

(890)

(960)

Net cash flows used by investing activities

(2,754,456)

(175,144)

Cash flows from (used by) financing activities:

Proceeds from issuance of long-term debt

21,~~000~~985,000

—

Repayments of long-term debt

(921,~~883~~207)

(1020,~~940~~241)

Debt issuance costs

(58,~~453~~476)

(38)

Committed financing fees

(11,563)

—

Proceeds from accounts receivable facilities

1,919

13,303

Repayments under accounts receivable facilities

(1,919)

(13,303)

Treasury stock acquired

(3857,~~900~~203)

(5098,~~417~~433)

Tax withholdings related to share settlements, net of purchase plans

(145,~~122~~693)

(1910,~~560~~256)

Dividends

(2039,~~000~~968)

(2040,~~554~~981)

Net cash flows from (used by) financing activities

1,~~900~~840,~~079~~890

(~~101~~169,~~509~~949)

Effect of exchange rate changes on cash

~~(70)~~836

(~~695~~501)

Increase (decrease) in cash, restricted cash and cash equivalents

1,986,193

(2,667)

Decrease in cash, restricted cash and cash equivalents

(542,274)

(100,129)

Cash, restricted cash and cash equivalents at beginning of period

1,045,904

859,555

Cash, restricted cash and cash equivalents at end of period

3503,~~032,097~~630

~~856~~759,~~888~~426

See notes to condensed consolidated financial statements.

Table of Contents

Supplemental information:	~~Three~~Six Months Ended ~~November~~February 3028,
(in thousands)	~~2025~~2026		~~2024~~2025
Cash paid (refund received) for income taxes	$	2,876	$	(3,031)
Cash paid for income taxes	$	25,474	$	59,861
Cash paid for interest	1428,~~509~~775		1125,~~270~~277
Noncash activities:
Liabilities related to additions of property, plant and equipment	$	3256,~~065~~068	$	1915,~~722~~637
Right of use assets obtained in exchange for operating leases	7,127		10,574
Cash and cash equivalents	$	495,036	$	758,403
Right of use assets obtained in exchange for finance leases	12,081		8,026
Restricted cash	8,594		1,023
Cash and cash equivalents	$	1,023,038	$	856,104
Total cash, restricted cash and cash equivalents	$	503,630	$	759,426
Restricted cash	2,009,059		784
Total cash, restricted cash and cash equivalents	$	3,032,097	$	856,888

Table of Contents

COMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
	Three Months Ended November 30, 2025
	Three Months Ended February 28, 2026
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number ofShares	Amount		Additional Paid-InCapital		Accumulated Other Comprehensive Loss		RetainedEarnings		Number ofShares	Amount		Non-controllingInterest		Total
Balance, December 1, 2025	129,060,664	$	1,290	$	395,375	$	(27,217)	$	4,664,396	(18,052,971)	$	(721,615)	$	260	$	4,312,489
Net earnings								93,032							93,032
Other comprehensive income						19,464									19,464
Dividends ($0.18 per share)								(19,968)							(19,968)
Treasury stock acquired and excise tax										(249,154)	(18,317)				(18,317)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes and other				13						210,513	8,416				8,429
Stock-based compensation				11,315											11,315
Balance, February 28, 2026	129,060,664	$	1,290	$	406,703	$	(7,753)	$	4,737,460	(18,091,612)	$	(731,516)	$	260	$	4,406,444
	Six Months Ended February 28, 2026
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number ofShares	Amount		Additional Paid-InCapital		Accumulated Other Comprehensive Loss		RetainedEarnings		Number ofShares	Amount		Non-controllingInterest		Total
Balance, September 1, 2025	129,060,664	$	1,290	$	406,916	$	(25,251)	$	4,507,114	(17,871,528)	$	(697,003)	$	260	$	4,193,326
Net earnings								~~177~~270,~~282~~314							~~177~~270,~~282~~314
Other comprehensive loss						(1,966)									(1,966)
Other comprehensive income						17,498									17,498
Dividends ($0.18 per share)								(20,000)							(20,000)
Dividends ($0.36 per share)								(39,968)							(39,968)
Treasury stock acquired and excise tax										(~~663~~912,~~220~~374)	(3957,~~005~~322)				(3957,~~005~~322)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes and other				(28,~~515~~502)						~~481~~692,~~777~~290	1422,~~393~~809				(145,~~122~~693)
Stock-based compensation				920,~~096~~411											920,~~096~~411
Reclassification of share-based liability awards				7,878											7,878
Balance, November 30, 2025	129,060,664	$	1,290	$	395,375	$	(27,217)	$	4,664,396	(18,052,971)	$	(721,615)	$	260	$	4,312,489
Balance, February 28, 2026	129,060,664	$	1,290	$	406,703	$	(7,753)	$	4,737,460	(18,091,612)	$	(731,516)	$	260	$	4,406,444

	Three Months Ended November 30, 2024
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number ofShares	Amount		Additional Paid-InCapital		AccumulatedOther ComprehensiveLoss		RetainedEarnings		Number ofShares	Amount		Non-controllingInterest		Total
Balance, September 1, 2024	129,060,664	$	1,290	$	407,232	$	(85,952)	$	4,503,885	(14,956,607)	$	(526,679)	$	248	$	4,300,024
Net loss								(175,718)							(175,718)
Other comprehensive loss						(35,903)									(35,903)
Dividends ($0.18 per share)								(20,554)							(20,554)
Treasury stock acquired and excise tax										(919,481)	(50,529)				(50,529)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes				(39,987)						734,575	20,427				(19,560)
Stock-based compensation				7,628											7,628
Reclassification of share-based liability awards				9,909											9,909
Balance, November 30, 2024	129,060,664	$	1,290	$	384,782	$	(121,855)	$	4,307,613	(15,141,513)	$	(556,781)	$	248	$	4,015,297

See notes to condensed consolidated financial statements.

Table of Contents


	Three Months Ended February 28, 2025
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, December 1, 2024	129,060,664	$	1,290	$	384,782	$	(121,855)	$	4,307,613	(15,141,513)	$	(556,781)	$	248	$	4,015,297
Net earnings								25,473							25,473
Other comprehensive income						22,866									22,866
Dividends ($0.18 per share)								(20,427)							(20,427)
Treasury stock acquired and excise tax										(906,603)	(48,363)				(48,363)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes				159						248,302	9,145				9,304
Stock-based compensation				8,024											8,024


Balance, February 28, 2025	129,060,664	$	1,290	$	392,965	$	(98,989)	$	4,312,659	(15,799,814)	$	(595,999)	$	248	$	4,012,174

	Six Months Ended February 28, 2025
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, September 1, 2024	129,060,664	$	1,290	$	407,232	$	(85,952)	$	4,503,885	(14,956,607)	$	(526,679)	$	248	$	4,300,024
Net loss								(150,245)							(150,245)
Other comprehensive loss						(13,037)									(13,037)
Dividends ($0.36 per share)								(40,981)							(40,981)
Treasury stock acquired and excise tax										(1,826,084)	(98,892)				(98,892)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes				(39,828)						982,877	29,572				(10,256)
Stock-based compensation				15,652											15,652

Reclassification of share-based liability awards				9,909											9,909
Balance, February 28, 2025	129,060,664	$	1,290	$	392,965	$	(98,989)	$	4,312,659	(15,799,814)	$	(595,999)	$	248	$	4,012,174

See notes to condensed consolidated financial statements.

Table of Contents

COMMERCIAL METALS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") on a basis consistent with that used in the Annual Report on Form 10-K for the year ended August 31, 2025 (the "2025 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the United States ("U.S.") Securities and Exchange Commission (the "SEC") and include all normal recurring adjustments necessary to present fairly the condensed consolidated balance sheets and the condensed consolidated statements of earnings (loss), comprehensive income (loss), cash flows and stockholders' equity for the periods indicated. These notes should be read in conjunction with the consolidated financial statements and notes included in the 2025 Form 10-K. The results of operations for the three and six months ended ~~November~~February 3028, ~~2025~~2026 are not necessarily indicative of the results expected for the full fiscal year. Any reference in this Quarterly Report on Form 10-Q for the quarter ended ~~November~~February 3028, ~~2025~~2026 ("Form 10-Q") to the "corresponding period" relates to the relevant three or six months ended ~~November~~February 3028, ~~2024~~2025. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise stated.

Nature of Operations

CMC is ana ~~innovative~~leading provider of early-stage construction solutions ~~provider~~that ~~helping~~support ~~build~~the afoundational ~~stronger,~~phases ~~safer~~of ~~and~~modern ~~more~~infrastructure ~~sustainable~~and ~~world~~building projects. ~~Today,~~Through ~~through~~ an extensive manufacturing network ~~principally~~primarily located in the ~~U.S.~~United States and Central Europe, with strategic operations in the ~~Company~~United ~~offers~~Kingdom, ~~products~~Europe and ~~technologies~~Asia, toCMC ~~meet~~serves ~~the~~infrastructure, ~~critical~~non-residential, ~~reinforcement~~residential, ~~needs~~industrial ofand ~~the~~energy ~~global~~markets. ~~construction~~While ~~sector.~~often unseen, CMC’s ~~solutions~~products ~~support~~are ~~early-stage~~essential ~~construction~~to ~~across a wide variety of applications~~highways, ~~including infrastructure~~bridges, ~~non-residential~~airports, ~~residential,~~commercial ~~industrial~~buildings and ~~energy~~other ~~generation~~critical ~~and~~structures ~~transmission~~that support everyday life.

During the first quarter of 2026, CMC announced the acquisitions of Foley and CP&P ~~and Foley~~ (each as defined in Note 2, ~~Changes in Business~~Acquisitions, below), which resulted in the creation of CMC's precast ~~concrete~~ platform. As a result, CMC changed the name of its Emerging Businesses Group segment to Construction Solutions Group to better reflect the business composition of the segment and more closely align with the strategic priorities of CMC. The name change has no impact on the Company's reporting structure nor on financial information previously reported.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The guidance only impacts disclosures and will not have an impact on the Company's financial condition or results of operations.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires disaggregated income statement expense disclosures related to functional or natural expense line items within continuing operations. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, and permits either prospective or retrospective adoption. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements ("ASU 2025-09"). ASU 2025-09 amends certain aspects of the existing hedge accounting guidance in ASC 815 to more closely align hedge accounting with the economics of an entity's risk management activities. ASU 2025-09 is effective for fiscal years beginning after December 15, 2026 and interim periods therein using prospective adoption. Early adoption is permitted. The Company isdoes ~~evaluating~~not ~~the~~expect ~~impact of~~ this guidance to have a significant impact on its consolidated financial statements and related disclosures.

910

Table of Contents

In December 2025, the FASB issued ASU 2025-12, Codification Improvements ("ASU 2025-12"). ASU 2025-12 addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. The Company isdoes ~~evaluating~~not ~~the~~expect ~~impact of~~ this guidance to have a significant impact on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal Use Software ("ASU 2025-06"). ASU 2025-06 eliminates accounting consideration of software project development stages and clarifies the threshold applied to begin capitalizing costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, and permits prospective, modified prospective or retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"). ASU 2025-11 is intended to improve the navigability of guidance in ASC 270, Interim Reporting, and clarify when it applies. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, and permits prospective or full retrospective adoption. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities ("ASU 2025-10"). ASU 2025-10 adds guidance on the recognition, measurement and presentation of government grants. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, and permits modified prospective, modified retrospective, or full retrospective adoption. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

Government Assistance

During the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026, government assistance of $15.6 million, compared to $4448.1 million in the corresponding period, was awarded to the Company from a compensation scheme established to provide aid to energy-intensive companies to offset indirect costs of rising carbon emissions rights included in energy costs in Poland. The grants were recognized in the Europe Steel Group segment and recorded as reductions to cost of goods sold in the condensed consolidated statements of earnings (loss). See Note 1, Nature of Operations and Summary of Significant Accounting Policies, to the consolidated financial statements in the 2025 Form 10-K, for more information on the government assistance program.

NOTE 2. ~~CHANGES~~ACQUISITIONS ~~IN BUSINESS~~

~~Acquisitions~~The Company accounts for business combinations by recognizing the assets acquired and liabilities assumed at the acquisition date fair value. In valuing certain acquired assets and liabilities, fair value estimates were determined using Level 3 inputs, including expected future cash flows and discount rates. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. The results of operations of the acquired businesses are reflected in the Company’s condensed consolidated financial statements from the applicable acquisition date. The financial statements are not retrospectively adjusted for any adjustments that occur during the allowable one-year measurement period (the "Measurement Period"). Rather, any adjustments to provisional amounts identified during the Measurement Period will be recorded in the reporting period in which the adjustment is determined.

OnDuring ~~December~~the 1,quarter ~~2025,~~ended ~~the~~February ~~Company~~28, ~~completed~~2026, ~~the~~we ~~acquisition~~acquired oftwo ~~all~~businesses ofin the ~~issued~~precast ~~and~~concrete ~~outstanding~~industry. ~~equity~~Precast ~~securities~~concrete ofand ~~Concrete~~concrete ~~Pipe~~pipe ~~and~~products ~~Precast~~(together, ~~LLC~~"precast (platform"~~CP&P"~~), aare ~~leading~~construction ~~supplier~~components offormed ~~precast~~by pouring concrete ~~solutions~~into toa ~~the~~reusable ~~U.S.~~mold ~~Mid-Atlantic~~that ~~and~~contains ~~South~~steel ~~Atlantic~~reinforcement, ~~markets~~then curing it in a controlled manufacturing environment. The ~~total~~component ~~cash~~is ~~purchase~~then ~~price~~transported ~~was~~in ~~approximately~~its ~~$675 million,~~final ~~subject~~form to ~~customary~~a ~~purchase~~construction ~~price~~site ~~adjustments,~~for ~~and~~installation. ~~was~~This ~~funded~~process ~~through~~produces ~~cash~~durable, onready-~~hand.~~to-use ~~Preliminary~~components ~~opening~~of ~~balance~~reliable ~~sheet~~quality ~~information~~that iscan ~~not~~be ~~yet~~installed ~~available~~quickly, ~~for~~saving ~~inclusion~~time ~~herein~~and requiring less labor than pour-in-place techniques. ~~Operating~~The ~~results~~precast platform provides mission-critical applications often for ~~CP&P~~site ~~will~~infrastructure besuch ~~included~~as ~~within~~utility ~~the~~connections, ~~Company's~~water ~~Construction~~supply ~~Solutions~~and ~~Group~~stormwater ~~segment~~management.

On December 15, 2025, the Company completed the acquisition of all of the issued and outstanding equity securities of the entities that own Foley Products Company LLC ("Foley" and such transaction, the “Foley Acquisition”). The entities that own Foley are holding companies with no substantial operations. Foley is one of the largest regional suppliers of precast concrete solutions in the U.S. and a leader within the Southeastern U.S. The total cash purchase price was approximately $1.84 billion, subject to customary purchase price adjustments. The Foley Acquisition was funded from a portion of the proceeds of the issuance of the 2033 Notes (as defined below) and the 2035 Notes (as defined below) in November 2025. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were deposited in an escrow account at the closing of the offering and were subsequently released in connection with the completion of the Foley Acquisition. Preliminary opening balance sheet information is not yet available for inclusion herein. Operating results for Foley will be included within the Company's 11

Table of Contents

The Company completed the acquisition of all of the issued and outstanding equity securities of the entities that own Foley Products Company, LLC ("Foley" and such transaction, the “Foley Acquisition”) on December 15, 2025 (the "Foley Acquisition Date"). Foley is a supplier of precast concrete solutions primarily operating within the Southeastern U.S., and operates 18 facilities across nine states. Foley offers products that are used in drainage, water management, dry utility and road construction applications across residential infrastructure, non-residential and infrastructure end markets. The entities that owned Foley were holding companies with no substantial operations. The total purchase price was approximately $1.84 billion, all paid in cash, subject to customary purchase price adjustments. The Foley Acquisition was funded from a portion of the proceeds of the issuance of the 2033 Notes and the 2035 Notes (both as defined in Note 8, Credit Arrangements.) in November 2025. Operating results for Foley since the Foley Acquisition Date are included within the Company's Construction Solutions Group segment. For more information on the 2033 Notes and the 2035 Notes, see Note 78, Credit Arrangements.

~~Amended~~Additionally, the Company completed the acquisition of all of the issued and ~~Restated~~outstanding ~~Commitment~~equity ~~Letter~~securities of Concrete Pipe and Precast, LLC ("CP&P"), a supplier of precast concrete solutions to the U.S. Mid-Atlantic and South Atlantic markets, on December 1, 2025 (the "CP&P Acquisition Date"). The total purchase price, all paid in cash, was approximately $675 million, subject to customary purchase price adjustments, and was funded through cash on-hand. Operating results for CP&P since the CP&P Acquisition Date are included within the Company's Construction Solutions Group segment.

~~The~~See ~~Company~~below ~~entered~~for ~~into~~details aregarding ~~commitment letter, dated October 15, 2025 (~~the ~~“Commitment~~fair ~~Letter”),~~values ~~with Bank~~ of ~~America,~~assets ~~N.A.,~~acquired ~~BofA Securities, Inc.~~ and ~~Citigroup~~liabilities ~~Global Markets Inc.~~assumed, ~~pursuant~~including tointangible ~~which,~~assets ~~subject to the terms~~ and ~~conditions set forth therein~~goodwill, ~~Bank~~as ~~of America, N.A. and Citigroup Global Markets Inc. agreed to provide the Company (i)~~ a ~~364-day~~result ~~senior unsecured bridge facility in an aggregate principal amount~~ of upthese tobusiness $1combinations.85 billion (the “Bridge Facility”) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $600.0 million (the "Backstop Facility"). On October 31, 2025, in connection with the effectiveness of the Second Amendment (as defined below), the Company amended and restated the Commitment Letter to eliminate the Backstop Facility. On December 15, 2025, the Commitment Letter terminated in connection with the closing of the Foley Acquisition.

Foley Acquisition

The table below presents the preliminary fair value that was allocated to Foley's assets and liabilities based upon fair values as determined by the Company. Final determination of the fair values may result in further adjustments to the values presented in the following table:


(in thousands)	Estimated Fair Value
Cash	$	9,890
Accounts receivable	60,089
Inventories	35,846
Other current assets	1,823
Property, plant and equipment	244,728
Intangible assets	194,800
Goodwill	1,332,481
Other noncurrent assets	4,225
Accounts payable-trade, accrued expenses and other payables	(18,247)
Deferred income taxes	(12,000)
Other long-term liabilities	(4,227)
Total assets acquired and liabilities assumed	$	1,849,408

Inventories

The acquired inventory consists of raw materials, finished goods and an insignificant amount of purchased products for resale. The fair value of raw materials and purchased products for resale approximates the historical carrying value and was calculated based on the estimated replacement cost. The fair value of finished goods was determined by a comparison of estimated selling prices less costs to sell and historical profits. The total purchase accounting inventory adjustment recognized during the three and six months ended February 28, 2026 was $2.7 million, which was reflected as cost of goods sold as the related inventory was sold.

Property, Plant and Equipment

Table of Contents

The fair value of real and personal property was calculated primarily using the cost approach. The cost approach measures the value by estimating the cost to acquire or construct comparable assets and adjusts for age and condition. The Company assigned real property a useful life ranging from 2 to 38 years and assigned personal property a useful life ranging from 1 to 20 years.

Goodwill and Intangible Assets

Goodwill from the Foley Acquisition represents the excess of the purchase price over the fair value of net assets acquired. The goodwill recognized in connection with the acquisition of Foley reflects the value of the acquired business’s well‑established operations, skilled workforce, and history of disciplined execution, which are not separately identifiable or measurable. Goodwill also reflects the strategic importance of the acquired business to the Company’s overall portfolio. For the period ended February 28, 2026, the Company added $1.3 billion of goodwill related to the Foley Acquisition. The majority of the $1.3 billion of recognized goodwill is deductible over 15 years for tax purposes, which creates associated deferred tax balances post closing.

The acquired intangible assets consist of:

(in thousands)

Useful Life

Preliminary Fair Value

Customer relationships

10 years

140,700

Contract backlog

1 year

48,500

Trade name

5 years

5,600

Total intangible assets

194,800

The fair value of customer relationships for precast offerings and the contract backlog were calculated using the income approach, under the multi-period excess earnings method. This method considers the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges. Customer relationships for pipe offerings were valued using the income approach, under the with-and-without method. The with-and-without method considers opportunity costs associated with lost profits in the absence of the existing customer base.

The fair value of the trade name was calculated using the income approach, under the relief from royalty method. The relief from royalty method considers revenue derived from the corporate and product-specific trade names, the strength and relevance of the trade names in the marketplace and management’s plans to utilize the trade names going forward.

Other Assets Acquired and Liabilities Assumed

Financial Results

The following table summarizes the financial results of Foley from the Foley Acquisition Date through February 28, 2026, that are included in the Company’s condensed consolidated statement of earnings and condensed consolidated statement of comprehensive income.


(in thousands)	From the Foley Acquisition Date to February 28, 2026
Net sales	$	75,146
Earnings before income taxes	6,410

Pro Forma Supplemental Information

Supplemental information on an unaudited pro forma basis is presented below as if the Foley Acquisition occurred on September 1, 2024. The pro forma financial information is presented for comparative purposes only, based on certain factually supported estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the Foley Acquisition had been completed on September 1, 2024. These results were not used as part of management's analysis of the financial results and performance of the Company. The pro forma adjustments do not reflect anticipated synergies, but rather include the nonrecurring impact of additional cost of sales from revalued inventory and the recurring income statement effects of fair value adjustments, such as depreciation and amortization. Further adjustments were made to remove the impact of Foley's interest expense on debt not assumed, as well as

Table of Contents

acquisition and integration expenses (note that acquisition costs are included in selling, general, and administrative expenses). We also included interest related to the 2033 Notes and 2035 Notes that were underwritten to finance the Foley Acquisition. The resulting tax effects of the business combination are also reflected below.


	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)	2026		2025		2026		2025
Pro forma net sales	$	2,222,194	$	1,842,871	$	4,452,551	$	3,862,682
Pro forma net earnings (loss)	119,577		13,988		303,018		(184,778)

The pro forma results presented above include, but are not limited to, the adjustments outlined in following paragraphs. An adjustment was made to remove the impact of $12.9 million and $21.6 million of acquisition and integration expenses from the three and six months ended February 28, 2026, respectively, and include these balances in the earliest period presented. Pro forma net earnings (loss) include additional interest expense associated with the 2033 and the 2035 Notes that would have been incurred had the acquisition occurred on September 1, 2024, and was partially offset by the removal of the interest expense that Foley would not have incurred, as the acquisition included the elimination of existing Foley debt. This resulted in $0.8 million and $23.5 million of additional interest expense in the three and six months ended February 28, 2026, respectively, and $24.2 million and $48.3 million in the three and six months ended February 28, 2025, respectively.

The pro forma results also reflect decreased amortization expense from revalued intangible assets of $9.5 million and $6.0 million in the three and six months ended February 28, 2026, respectively, primarily as a result of the removal of amortization expense related to the contract backlog intangible asset which has a one-year useful life, offset by increases to amortization expense from other new intangible assets previously mentioned. Amortization expense increased by $15.6 million and $31.3 million in the three and six months ended February 28, 2025, respectively, primarily as a result of including amortization expense related to the contract backlog intangible asset in the earliest period presented. The six months ended February 28, 2025, includes an adjustment of $2.7 million of increased cost of goods sold as a result of the revaluation of inventory.

CP&P Acquisition

The table below presents the preliminary fair value that was allocated to CP&P's assets and liabilities based upon fair values as determined by the Company. Final determination of the fair values may result in further adjustments to the values presented in the following table:


(in thousands)	Estimated Fair Value
Cash	$	434
Accounts receivable	38,745
Inventories	35,764
Other current assets	712
Property, plant and equipment	81,718
Intangible assets	125,600
Goodwill	415,083
Other noncurrent assets	8,309
Accounts payable-trade, accrued expenses and other payables	(22,556)
Other long-term liabilities	(6,814)
Total assets acquired and liabilities assumed	$	676,995

Inventories

The acquired inventory consists of raw materials, purchased products for resale and finished goods. The fair value of raw materials and purchased products for resale approximates the historical carrying value and was calculated based on the estimated replacement cost. The fair value of finished goods was determined by a comparison of estimated selling prices less

Table of Contents

costs to sell and historical profits. The total purchase accounting inventory adjustment recognized during the three and six months ended February 28, 2026, was $4.0 million, which was reflected as cost of goods sold as the related inventory was sold.

Property, Plant and Equipment

The fair value of personal property was calculated primarily using the cost approach, as defined above. No real property was acquired in the CP&P Acquisition. The Company assigned personal property a useful life ranging from 1 to 20 years.

Goodwill and Intangible Assets

Goodwill from the CP&P Acquisition represents the excess of the purchase price over the fair value of net assets acquired. The factors contributing to the amount of goodwill recognized are consistent with the factors discussed above. For the period ended February 28, 2026, the Company added $415.1 million of book goodwill related to the CP&P Acquisition. The recognized goodwill for tax purposes is $580.7 million and is deductible over 15 years which creates associated deferred tax balances post-closing.

The acquired intangible assets consist of:

(in thousands)

Life in Years

Preliminary Fair Value

Customer relationships

10 years

91,500

Contract backlog

1 year

30,500

Trade name

5 years

3,600

Total intangible assets

125,600

The fair value of customer relationships for precast offerings and the contract backlog were calculated using the income approach, under the multi-period excess earnings method. Customer relationships for pipe offerings were valued using the income approach, under the with-and-without method. The fair value of the trade name was calculated using the income approach, under the relief from royalty method. Each approach is defined above.

Other Assets Acquired and Liabilities Assumed

The Company used historical carrying values for trade accounts receivable and payables, as well as certain other current and noncurrent assets and liabilities, as their carrying values represented the fair value of those items as of the CP&P Acquisition Date. Other current and noncurrent assets and liabilities primarily relate to lease balances that are further discussed in Note 7, Leases.

Financial Results

The following table summarizes the financial results of CP&P from the CP&P Acquisition Date through February 28, 2026 that are included in the Company’s condensed consolidated statement of earnings and condensed consolidated statement of comprehensive income.


(in thousands)	From the CP&P Acquisition Date to February 28, 2026
Net sales	$	69,441
Loss before income taxes	(1,829)

Pro Forma Supplemental Information

Supplemental information on an unaudited pro forma basis is presented below as if the CP&P Acquisition occurred on September 1, 2024. The pro forma financial information is presented for comparative purposes only, based on certain factually supported estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the CP&P Acquisition had been completed on September 1, 2024. These results were not used as part of management's analysis of the financial results and performance of the Company. The pro forma adjustments do not reflect anticipated synergies, but rather include the nonrecurring impact of additional cost of sales from revalued inventory and the recurring income statement effects of fair value adjustments, such as depreciation and amortization. Further adjustments were made to remove acquisition and integration expenses (note that acquisition costs are

Table of Contents

included in selling, general and administrative expenses). The resulting tax effects of the business combination are also reflected below.


	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)	2026		2025		2026		2025
Pro forma net sales	$	2,132,018	$	1,808,004	$	4,325,085	$	3,783,643
Pro forma net earnings (loss)	108,549		23,448		298,579		(162,605)

The pro forma results presented above include, but are not limited to, the adjustments outlined below. An adjustment was made to remove the impact of $7.8 million and $12.4 million of acquisition and integration expenses from the three and six months ended February 28, 2026, respectively and include these balances in the earliest period presented. Results also reflect decreased amortization expense from revalued intangible assets of $7.6 million and $6.2 million in the three and six months ended February 28, 2026, respectively, primarily as a result of the removal of amortization expense related to the contract backlog intangible asset which has a one-year useful life, offset by increases to amortization expense from other new intangible assets previously mentioned. Amortization expense increased by $9.1 million and $18.2 million in the three and six months ended February 28, 2025, respectively, primarily as a result of including amortization expense related to the contract backlog intangible asset in the earliest period presented. Additionally, the six months ended February 28, 2025 include $4.0 million of increased cost of goods sold as a result of the revaluation of inventory, which was removed from the three and six months ended February 28, 2026.

Table of Contents

NOTE 3. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables reflect the changes in accumulated other comprehensive loss ("AOCL"):

	Three Months Ended November 30, 2025
	Three Months Ended February 28, 2026
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCL
Balance, December 1, 2025	$	(31,347)	$	15,477	$	(11,347)	$	(27,217)
Other comprehensive income (loss) before reclassifications(1)	19,573		5,030		(25)		24,578
Reclassification for gain(2)	—		(5,114)		—		(5,114)
Net other comprehensive income (loss)	19,573		(84)		(25)		19,464
Balance, February 28, 2026	$	(11,774)	$	15,393	$	(11,372)	$	(7,753)
	Six Months Ended February 28, 2026
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCL
Balance, September 1, 2025	$	(28,922)	$	14,993	$	(11,322)	$	(25,251)
Other comprehensive income (loss) before reclassifications(1)	(217,~~425)~~148		27,~~833~~863		(2550)		~~383~~24,961
Reclassification for gain(2)	—		(27,~~349~~463)		—		(27,~~349~~463)
Net other comprehensive income (loss)	(217,~~425)~~148		~~484~~400		(2550)		(117,~~966)~~498
Balance, November 30, 2025	$	(31,347)	$	15,477	$	(11,347)	$	(27,217)
Balance, February 28, 2026	$	(11,774)	$	15,393	$	(11,372)	$	(7,753)

	Three Months Ended November 30, 2024
	Three Months Ended February 28, 2025
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCL
Balance, December 1, 2024	$	(111,811)	$	2,678	$	(12,722)	$	(121,855)
Other comprehensive income (loss) before reclassifications(1)	2,653		22,695		(10)		25,338
Reclassification for gain(2)	—		(2,472)		—		(2,472)
Net other comprehensive income (loss)	2,653		20,223		(10)		22,866
Balance, February 28, 2025	$	(109,158)	$	22,901	$	(12,732)	$	(98,989)
	Six Months Ended February 28, 2025
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCL
Balance, September 1, 2024	$	(76,854)	$	3,614	$	(12,712)	$	(85,952)
Other comprehensive income (loss) before reclassifications(1)	(3432,~~957~~304)		~~420~~23,115		(1020)		(349,~~547~~209)
Reclassification for gain(2)	—		(13,~~356~~828)		—		(13,~~356~~828)
Net other comprehensive loss	(34,957)		(936)		(10)		(35,903)
Net other comprehensive income (loss)	(32,304)		19,287		(20)		(13,037)
Balance, November 30, 2024	$	(111,811)	$	2,678	$	(12,722)	$	(121,855)
Balance, February 28, 2025	$	(109,158)	$	22,901	$	(12,732)	$	(98,989)

__________________________________

(1) Other comprehensive income (loss) ("OCI") before reclassifications from derivatives is presented net of ~~immaterial~~ income tax ~~impacts~~expense of $1.1 million and $1.8 million for the three and six months ended ~~November~~February 3028, ~~2025~~2026, respectively, and ~~2024~~net of income tax expense of $5.4 million and $5.5 million for the three and six months ended February 28, 2025, respectively. OCI before reclassifications from defined benefit pension plans is presented net of immaterial income tax impacts.

(2) Reclassifications for gains from derivatives included in net earnings (loss) are primarily recorded in cost of goods sold in the condensed consolidated statements of earnings (loss) and are presented net of income tax expense of $1.2 million and $1.8 million for the three and six months ended February 28, 2026, respectively, and net of immaterial income tax impacts for the three and six months ended February 28, 2025.

Table of Contents

NOTE 4. REVENUE RECOGNITION

The majority of the Company's revenue is recognized at a point in time, concurrent with the transfer of control, which usually occurs, depending on shipping terms, upon shipment or customer receipt. See Note 1415, Segment Information, for more information about disaggregated revenue by the Company's major product lines.

Certain revenue resulting from sales of downstream products in the North America Steel Group segment is recognized over time, as discussed below. Remaining revenue from sales of other downstream products in the North America Steel Group segment is recognized based on the amount the Company has a right to invoice as a practical expedient.

Each of the North America Steel Group segment's fabrication contracts represents a single performance obligation. Revenue from certain fabrication contracts for which the Company provides downstream products and installation services is recognized over time using an input measure, and represented 9% of net sales in the North America Steel Group segment in each of the three and 8six months ended February 28, 2026, and represented 7% of net sales in the North America Steel Group segment in each of the three and six months ended February 28, 2025. Revenue from fabrication contracts for which the Company does not provide installation services is recognized over time using an output measure, and represented 9% of net sales in the North America Steel Group segment in each of the three and six months ended February 28, 2026, and 10% of net sales in the North America Steel Group segment in each of the three and six months ended February 28, 2025.

Table of Contents

three months ended November 30, 2025 and 2024, respectively. Revenue from fabrication contracts for which the Company does not provide installation services is recognized over time using an output measure, and represented 9% and 10% of net sales in the North America Steel Group segment in the three months ended November 30, 2025 and 2024, respectively.

The following table provides information about assets and liabilities from contracts with customers:

(in thousands)

~~November~~February 3028, ~~2025~~2026

August 31, 2025

Contract assets (included in accounts receivable)

~~105~~86,~~789~~108

108,570

Contract liabilities (included in other accrued expenses and payables)

2019,~~136~~414

21,631

The amount of revenue reclassified from August 31, 2025 contract liabilities during the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026 was approximately $1419.09 million.

Remaining Performance Obligations

As of ~~November~~February 3028, ~~2025~~2026, revenue totaling $~~811~~807.60 million was allocated to remaining performance obligations in the North America Steel Group segment related to certain fabrication contracts for which revenue is recognized using input or output measures, as described above. The Company estimates that approximately 7669% of the remaining performance obligations will be recognized in the twelve months following ~~November~~February 3028, ~~2025~~2026, and the remainder will be recognized during the subsequent twelve months. The duration of all other contracts in the North America Steel Group, Construction Solutions Group and Europe Steel Group segments is typically less than one year.

NOTE 5. INVENTORIES, NET

Most of the Company's inventories are in the form of semi-finished and finished steel products. Under the Company’s vertically integrated business model in the North America Steel Group and the Europe Steel Group segments, steel products are sold to external customers in various stages, from semi-finished billets through fabricated steel, so these categories are combined as finished goods.

The components of inventories were as follows:

(in thousands)	~~November~~February 3028, ~~2025~~2026		August 31, 2025
Raw materials	$	~~211~~244,~~713~~548	$	204,945
Work in process	3,~~814~~141		4,165
Finished goods	~~735~~895,~~554~~951		725,200
Total	$	~~951~~1,~~081~~143,640	$	934,310

As of ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, the inventory valuation reserve was $2.8 million and $915.07 million, respectively, and primarily related to the Europe Steel Group segment and North America Steel Group segment, respectively. The inventory write-downs were recorded in cost of goods sold in the condensed consolidated statements of earnings (loss).

1218

Table of Contents

NOTE 6. GOODWILL AND OTHER INTANGIBLES

Goodwill by reportable segment is detailed in the table below:

(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Consolidated
Goodwill, gross
Balance, September 1, 2025	$	126,915	$	265,523	$	4,608	$	397,046
Foreign currency translation	—		~~(652)~~223		~~(6)~~94		~~(658)~~317
Balance, November 30, 2025	126,915		264,871		4,602		396,388
Acquisitions	—		1,747,564		—		1,747,564
Balance, February 28, 2026	126,915		2,013,310		4,702		2,144,927
Accumulated impairment
Balance, September 1, 2025	(9,542)		(493)		(165)		(10,200)
Foreign currency translation	—		—		—(3)		—(3)
Balance, November 30, 2025	(9,542)		(493)		(165)		(10,200)
Balance, February 28, 2026	(9,542)		(493)		(168)		(10,203)
Goodwill, net
Balance, September 1, 2025	117,373		265,030		4,443		386,846
Foreign currency translation	—		~~(652)~~223		~~(6)~~91		~~(658)~~314
Balance, November 30, 2025	$	117,373	$	264,378	$	4,437	$	386,188
Acquisitions	—		1,747,564		—		1,747,564
Balance, February 28, 2026	$	117,373	$	2,012,817	$	4,534	$	2,134,724

Other indefinite-lived intangible assets consisted of the following:

(in thousands)	~~November~~February 3028, ~~2025~~2026		August 31, 2025
Trade names	$	54,~~631~~978	$	54,813
In-process research and development	2,400		2,400
Non-compete agreements	750		750
Total	$	5758,~~781~~128	$	57,963

The change in the balance of indefinite-lived intangible assets from August 31, 2025 to ~~November~~February 3028, ~~2025~~2026 was due to foreign currency translation adjustments.

1319

Table of Contents

Finite-lived intangible assets subject to amortization are detailed in the following table:

	November 30, 2025						August 31, 2025
	February 28, 2026						August 31, 2025
(in thousands)	GrossCarrying Amount		Accumulated Amortization		Net		GrossCarrying Amount		Accumulated Amortization		Net
Developed technologies	$	~~153~~154,~~584~~096	$	6469,~~966~~406	$	8884,~~618~~690	$	153,844	$	60,882	$	92,962
Customer relationships	75307,~~130~~589		2634,~~725~~145		48273,~~405~~444		75,304		24,663		50,641
Patents	9,~~527~~849		7,~~388~~458		2,~~139~~391		9,111		7,338		1,773
Lease rights	6,~~795~~943		1,~~220~~268		5,~~575~~675		6,804		1,200		5,604
Other	6,101		4,367		1,734		6,084		4,212		1,872
Trade names	12,811		2,420		10,391		3,560		1,823		1,737
Total	$	251,137	$	104,666	$	146,471	$	251,147	$	98,295	$	152,852
Contract backlog	79,000		17,729		61,271		—		—		—
Other	2,524		2,503		21		2,524		2,389		135
Total	$	572,812	$	134,929	$	437,883	$	251,147	$	98,295	$	152,852

The majority of the increase in customer relationship and trade name intangible assets, and the addition of the contract backlog intangible asset, at February 28, 2026 as compared to August 31, 2025, are due to the Foley and CP&P Acquisitions. For more information on these acquisitions, see Note 2, Acquisitions. The foreign currency translation adjustments for intangible assets subject to amortization were immaterial for all periods presented above.

Amortization expense for intangible assets was $629.69 million and $636.85 million in the three and six months ended ~~November~~February 3028, ~~2025 and 2024~~2026, respectively, of which $422.1 0 million and $426.3 1 million, respectively, was recorded in cost of goods sold and the remainder was recorded in selling, general and administrative ("SG&A") expenses in the condensed consolidated statements of earnings (loss). Amortization expense for intangible assets was $6.8 million and $13.6 million in the three and six months ended February 28, 2025, respectively, of which $4.3 million and $8.6 million, respectively, was recorded in cost of goods sold and the remainder was recorded in SG&A expenses in the condensed consolidated statements of earnings (loss). The increase in amortization expense during the three and six months ended February 28, 2026, is primarily a result of the purchase of Foley and CP&P as outlined further in Note 2, Acquisitions.

Estimated amortization expense for intangible assets through 2030 is as follows:

	(in thousands)
Remainder of 2026	$	1965,~~577~~109
2027	2672,~~008~~959
2028	2449,~~153~~334
2029	1944,~~491~~659
2030	1843,~~150~~294

14NOTE 7. LEASES

As part of the Foley and CP&P Acquisitions, as outlined in Note 2, Acquisitions, the Company has assumed leases. Further, upon closing, the Company entered into real property leases with the former owner of CP&P that were not included in the

Table of Contents

pCP&P Acquisition. Total new operating leases related to Foley and CP&P were $4.0 million and $61.2 million, respectively, as of February 28, 2026.

~~NOTE~~The Company entered into an additional $8.2 million of operating leases and $36.7 million of finance leases unrelated to Foley and CP&P in the three months ended February 28, 2026. ~~CREDIT~~As ~~ARRANGEMENTS~~a result, the below disclosure has been included.

The following table presents the components of the total lease assets and lease liabilities and their classification in the condensed consolidated balance sheets:


(in thousands)	Classification in Condensed Consolidated Balance Sheets	February 28, 2026		August 31, 2025
Assets:
Operating assets	Other noncurrent assets	$	231,334	$	172,374
Finance assets	Property, plant and equipment, net	222,287		189,923
Total leased assets		$	453,621	$	362,297

Liabilities:
Operating lease liabilities:
Current	Other accrued expenses and payables	$	41,365	$	37,250
Long-term	Other noncurrent liabilities	192,169		136,629
Total operating lease liabilities		233,534		173,879
Finance lease liabilities:
Current	Current maturities of long-term debt	50,831		42,500
Long-term	Long-term debt	135,622		116,417
Total finance lease liabilities		186,453		158,917
Total lease liabilities		$	419,987	$	332,796

The components of lease expense were as follows:


	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)	2026		2025		2026		2025
Operating lease expense	$	14,355	$	12,061	$	26,454	$	24,098
Finance lease expense:
Amortization of assets	8,548		6,754		16,505		13,476
Interest on lease liabilities	2,254		1,863		4,367		3,700
Total finance lease expense	10,802		8,617		20,872		17,176
Variable and short-term lease expense	4,930		4,884		13,633		10,571
Total lease expense	$	30,087	$	25,562	$	60,959	$	51,845

The weighted average remaining lease term and discount rate for operating and finance leases are presented in the following table:


	February 28, 2026		August 31, 2025
Weighted average remaining lease term (years):
Operating leases	7.0		5.9
Finance leases	3.9		3.9

Weighted average discount rate:
Operating leases	5.237	%	5.126	%
Finance leases	5.128	%	5.263	%

Table of Contents

Cash flow and other information related to leases is included in the following table:


	Six Months Ended February 28,
(in thousands)	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	25,847	$	24,294
Operating cash outflows from finance leases	4,367		3,700
Financing cash outflows from finance leases	22,529		19,834

Right of use assets obtained in exchange for lease obligations:
Operating leases	$	80,551	$	21,710
Finance leases	48,746		24,582

Future maturities of lease liabilities at February 28, 2026 are presented in the following table:


(in thousands)	Operating Leases		Finance Leases
Year 1	$	51,766	$	59,054
Year 2	47,236		55,003
Year 3	38,804		44,294
Year 4	30,231		28,487
Year 5	25,924		15,475
Thereafter	86,117		3,309
Total lease payments	280,078		205,622
Less imputed interest	(46,544)		(19,169)
Present value of lease liabilities	$	233,534	$	186,453

__________________________________

For the table above, each year represents March 1st to February 28th of the following year.

As of February 28, 2026, the Company has additional leases that have not yet commenced, primarily for heavy-duty vehicles, with aggregate fixed payments over their terms of approximately $5.4 million, all of which are expected to commence in 2026. These leases have noncancellable terms of 5 to 6 years. These leases are not related to the precast platform.

Table of Contents

NOTE 8. CREDIT ARRANGEMENTS

Long-term debt was as follows:

(in thousands)	Weighted Average Interest Rate as of ~~November~~February 3028, ~~2025~~2026	~~November~~February 3028, ~~2025~~2026		August 31, 2025
2030 Notes	4.125%	$	300,000	$	300,000
2031 Notes	3.875%	300,000		300,000
2032 Notes	4.375%	300,000		300,000
2033 Notes	5.750%	1,000,000		—
2035 Notes	6.000%	1,000,000		—
Series 2022 Bonds, due 2047	4.000%	145,060		145,060
Series 2025 Bonds, due 2032	4.625%	150,000		150,000
Other	54.~~100~~906%	10,~~109~~508		10,108
Finance leases	5.~~221~~128%	~~161~~186,~~112~~453		158,917
Total debt		3,~~366~~392,~~281~~021		1,364,085
Less unamortized debt issuance costs		(1833,~~937~~672)		(14,051)
Plus unamortized bond premium		4,~~213~~167		4,261
Total amounts outstanding		3,~~351~~362,~~557~~516		1,354,295
Less current maturities of long-term debt		(4652,~~295~~621)		(44,289)
Long-term debt		$	3,~~305~~309,~~262~~895	$	1,310,006

The Company's credit arrangements require compliance with certain covenants, including interest coverage and debt to capitalization ratios, and as of ~~November~~February 3028, ~~2025~~2026, the Company was in compliance with all financial covenants.

Capitalized interest was $45.0 million and $28.19 million during the three and six months ended ~~November~~February 3028, ~~2025~~2026, respectively, compared to $2.4 million and ~~2024~~$4.5 million, respectively, during the corresponding periods.

Senior Notes Activity

In November 2025, the Company issued $1.0 billion of 5.750% senior unsecured notes due November 2033 (the "2033 Notes") and $1.0 billion of 6.000% senior unsecured notes due December 2035 (the "2035 Notes"). ~~Aggregate~~ ~~issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $5.5 million, which included rating agency and legal fees.~~ Interest on the 2033 Notes is payable semiannually on May 15 and November 15 and interest on the 2035 Notes is payable semiannually on June 15 and December 15. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were ~~deposited~~used ~~into~~to anfacilitate ~~escrow account at~~ the closing of the ~~offering~~Foley ~~and~~Acquisition. ~~remained~~Aggregate infees ~~the~~and ~~escrow~~issuance ~~account,~~costs ~~included~~associated inwith ~~restricted cash in~~ the ~~condensed~~2033 ~~consolidated~~Notes ~~balance~~and ~~sheet~~the as2035 ofNotes ~~November~~were ~~30,~~approximately ~~2025~~$15.8 million ~~Subsequent~~and to$21.3 million ~~November~~for ~~30, 2025,~~ the ~~proceeds~~three ~~were~~and ~~released~~six inmonths ~~accordance~~ended ~~with~~February ~~the~~28, ~~terms of the escrow agreement~~2026, ~~and~~respectively. aPrior ~~portion~~quarter ~~was~~amounts ~~used~~included torating ~~facilitate~~agency ~~the closing of the Company’s acquisition of all of the issued~~ and ~~outstanding~~legal ~~equity~~fees ~~securities~~whereas ofcurrent ~~the~~quarter ~~holding~~amounts ~~companies~~relate ~~that~~to ~~own Foley. An~~ additional ~~$15 million in~~ fees associated with the 2033 Notes and the 2035 Notes, ~~which~~that were ~~contingent~~conditional ~~upon~~on the closing of the ~~acquisition,~~Foley ~~were paid in December~~Acquisition. For more information on the Foley Acquisition, see Note 2, ~~Changes in Business~~Acquisitions.

Series 2025 Bonds

In May 2025, the Company issued $150.0 million in original aggregate principal amount of tax-exempt bonds (the “Series 2025 Bonds”). The Series 2025 Bonds accrue interest at a fixed rate of 4.625%, payable semiannually on April 15 and October 15 of each year. The Series 2025 Bonds have a mandatory tender for purchase on May 15, 2032, and will mature in 2055.

Credit Facilities

OnThe Company entered into a commitment letter, dated October 3115, 2025, (the ~~Company~~“Commitment ~~entered~~Letter”), ~~into~~with Bank of America, N.A., BofA Securities, Inc. and Citigroup Global Markets Inc., pursuant to which, subject to the ~~Limited~~terms ~~Consent~~and conditions set forth therein, Bank of America, N.A. and ~~Second~~Citigroup ~~Amendment~~Global (Markets Inc. agreed to provide the ~~"Second~~Company ~~Amendment"~~(i) a 364-day senior unsecured bridge facility in an aggregate principal amount of up to $1.85 billion (the ~~Sixth~~“Bridge ~~Amended~~Facility”) and ~~Restated~~(ii) ~~Credit~~a ~~Agreement~~senior ~~(as~~secured ~~amended~~revolving ~~from~~credit ~~time~~facility toin ~~time,~~an aggregate principal amount of $600.0 million (the "~~Credit~~Backstop ~~Agreement~~Facility"),. ~~which,~~On ~~among~~October ~~other~~31, ~~things~~2025, ~~permitted~~in ~~the~~connection ~~Bridge~~with ~~Facility~~the ~~and~~effectiveness ~~modified~~of the ~~event~~Second ofAmendment ~~default~~(as ~~provisions~~defined inbelow), the ~~Credit~~Company ~~Agreement~~amended toand ~~provide~~restated ~~that~~the

1523

Table of Contents

~~certain~~Commitment ~~monetary~~Letter ~~judgments will not constitute an event of default. As of November 30, 2025, the Credit Agreement provided for a $600.0 million revolving credit facility (the “Revolver”) and was scheduled~~ to ~~mature~~eliminate ~~on October 26, 2029. The Company had no amounts drawn under~~ the ~~Revolver~~Backstop ~~at November 30, 2025 or August 31, 2025~~Facility. ~~The availability under the Revolver was reduced by outstanding standby letters of credit totaling $1.0 million at both November 30, 2025 and August 31, 2025.~~ On December 1715, 2025, the ~~Company entered into the Third Amendment and~~ Commitment ~~Increase~~Letter toterminated ~~the~~in ~~Credit~~connection ~~Amendment~~with (the ~~“Third~~closing ~~Amendment”),~~of ~~which increased~~ the ~~borrowing~~Foley ~~capacity under the Revolver to $1~~Acquisition.~~0 billion and extended the maturity date to December 17, 2030.~~

~~CMC~~On ~~Poland~~October ~~Sp.~~31, ~~z.o.o.~~2025, athe ~~subsidiary~~Company ofentered into the ~~Company,~~Limited ~~had~~Consent ~~credit~~and ~~facilities~~Second inAmendment ~~Poland~~(the ~~totaling~~"Second ~~PLN~~Amendment") ~~600.0~~to ~~million~~the Sixth Amended and Restated Credit Agreement (as ofamended ~~November 30~~from time to time, ~~2025~~the "Credit Agreement"), which, among other things, permitted the Bridge Facility, and ~~August 31~~modified the event of default provisions in the Credit Agreement to provide that certain monetary judgments will not constitute an event of default. On December 17, 2025, ~~equivalent~~the Company entered into the Third Amendment and Commitment Increase to the Credit Amendment (the “Third Amendment”), which increased the borrowing capacity under the revolving credit facility (the "Revolver") from $~~164~~600.3 0 million ~~and~~to $~~164~~1.50 billion ~~million~~and extended the maturity date from October 26, ~~respectively~~2029 to December 17, 2030. ~~There~~The ~~were~~Company had no amounts ~~outstanding~~drawn under ~~these~~the ~~facilities~~Revolver asat ~~of November~~February 3028, ~~2025~~2026 or August 31, 2025. The ~~available~~availability ~~balance~~under ofthe ~~these~~Revolver ~~credit facilities~~ was reduced by outstanding standby letters of credit, ~~guarantees and/or other financial assurance instruments,~~ totaling $2.1 ~~million and $2~~.70 million asat ofboth ~~November~~February 3028, ~~2025~~2026 and August 31, 2025~~, respectively~~.

CMC Poland Sp. z.o.o., a subsidiary of the Company, had credit facilities in Poland totaling PLN 600.0 million as of February 28, 2026 and August 31, 2025, equivalent to $167.8 million and $164.5 million, respectively. There were no amounts outstanding under these facilities as of February 28, 2026 or August 31, 2025. The available balance of these credit facilities was reduced by outstanding standby letters of credit, guarantees and/or other financial assurance instruments, totaling $1.9 million and $2.7 million as of February 28, 2026 and August 31, 2025, respectively.

Accounts Receivable Facility

The Poland accounts receivable facility had a limit of PLN 288.0 million as of ~~November~~February 3028, ~~2025~~2026 and August 31, 2025, equivalent to $7880.86 million and $78.9 million, respectively. The Company had no advance payments outstanding under the Poland accounts receivable facility as of ~~November~~February 3028, ~~2025~~2026 or August 31, 2025.

NOTE 89. DERIVATIVES

As of ~~November~~February 3028, ~~2025~~2026 and August 31, 2025, the notional values of the Company's commodity contract commitments were $~~578~~589.2 million and $453.4 million, respectively, and the notional values of the Company's foreign currency contract commitments were $~~314~~304.3 million and $279.3 million, respectively.

The following table provides information regarding the Company's commodity contract commitments as of February 28, 2026:

Commodity

Position

Total

Copper

Long

5,~~046~~082

Copper

Short

1311,~~352~~730

Electricity

Long

2,~~779~~695,000

MW(h)

Natural Gas

Long

54,~~062~~762,000

MMBtu

__________________________________

MT = Metric ton

MW(h) = Megawatt hour

MMBtu = Million British thermal ~~unit~~units

The following table summarizes the location and amounts of the fair value of the Company's derivative instruments as reported in the condensed consolidated balance sheets:

(in thousands)

Primary Location

~~November~~February 3028, ~~2025~~2026

August 31, 2025

Derivative assets:

Commodity

Prepaid and other current assets

1112,~~634~~283

14,957

Commodity

Other noncurrent assets

4244,~~552~~899

43,944

Foreign exchange

Prepaid and other current assets

13,~~070~~936

4,809

Derivative liabilities:

Commodity

Other accrued expenses and payables

5,~~407~~715

282

Commodity

Other noncurrent liabilities

—465

—

Foreign exchange

Other accrued expenses and payables

~~902~~873

809

Foreign exchange

Other noncurrent liabilities

47—

The following table summarizes the effects of derivatives not designated as hedging instruments on the condensed consolidated statements of earnings (loss). All other activity related to the Company's derivatives not designated as hedging instruments was immaterial for the periods presented.24

Table of Contents

Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)		Three Months Ended November 30,
	Primary Location	2025		2024
Commodity	Cost of goods sold	$	(9,356)	$	3,742
Foreign exchange	SG&A expenses	1,113		(3,172)


Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)		Three Months Ended February 28,				Six Months Ended February 28,
	Primary Location	2026		2025		2026		2025
Commodity	Cost of goods sold	$	(14,823)	$	(8,484)	$	(24,179)	$	(4,742)
Foreign exchange	SG&A expenses	3,570		5,186		4,683		2,014

The following tables summarize the effects of derivatives designated as cash flow hedging instruments on the condensed consolidated statements of comprehensive income (loss) and condensed consolidated statements of earnings (loss). Amounts presented do not include the effects of foreign currency translation adjustments.

Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Gain Recognized in OCI, Net of Income Taxes (in thousands)	Three Months Ended ~~November~~February 3028,				Six Months Ended February 28,
	2025		2024
	2026		2025		2026		2025
Commodity	$	25,~~832~~029	$	~~412~~22,690	$	7,861	$	23,102
Foreign exchange	1		85		2		13

Gain on Derivatives Designated as Cash Flow Hedging Instruments Reclassified from AOCL into Net Earnings (Loss) (in thousands)		Three Months Ended ~~November~~February 3028,				Six Months Ended February 28,
	Primary Location	~~2025~~2026		~~2024~~2025		2026		2025
Commodity	Cost of goods sold	$	26,~~878~~344	$	12,~~573~~998	$	9,222	$	4,571
Foreign exchange	SG&A expenses	69		6542		15		107

The Company's natural gas and electricity commodity derivatives accounted for as cash flow hedging instruments have maturities extending to ~~November~~February ~~2028~~2029 and December 2034, respectively. Included in the AOCL balance as of ~~November~~February 3028, ~~2025~~2026 was an estimated net gain of $1110.6 million from cash flow hedging instruments that is expected to be reclassified into net earnings (loss) within the twelve months following ~~November~~February 3028, ~~2025~~2026. Cash flows associated with the cash flow hedging instruments are recorded as cash flows from operating activities in the condensed consolidated statements of cash flows. See Note 910, Fair Value, for the fair value of derivative instruments recorded in the condensed consolidated balance sheets.

NOTE 910. FAIR VALUE

The Company has a fair value hierarchy that prioritizes inputs for valuation techniques into three levels, based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined within Note 1, Nature of Operations and Summary of Significant Accounting Policies, to the consolidated financial statements in the 2025 Form 10-K. Further discussion regarding the Company's use of derivative instruments is included in Note 89, Derivatives.

1725

Table of Contents

The Company presents the fair value of its derivative contracts on a net-by-counterparty basis when a legal right to offset exists under an enforceable netting agreement. The following table summarizes information regarding the Company's financial assets and financial liabilities that were measured at fair value on a recurring basis:

			Fair Value Measurements at Reporting Date Using
(in thousands)	Total		Level 1		Level 2		Level 3
As of November 30, 2025:
As of February 28, 2026:
Assets:
Investment deposit accounts(1)	$	~~232~~355,~~013~~109	$	~~232~~355,~~013~~109	$	—	$	—
Commodity derivative assets	5457,~~186~~182		1,~~811~~001		—		5256,~~375~~181
Foreign exchange derivative assets	13,~~070~~936		—		13,~~070~~936		—
Liabilities:
Commodity derivative liabilities	56,~~407~~180		56,~~407~~180		—		—
Foreign exchange derivative liabilities	~~949~~873		—		~~949~~873		—
As of August 31, 2025:
Assets:
Investment deposit accounts(1)	$	902,106	$	902,106	$	—	$	—
Commodity derivative assets	58,901		5,458		—		53,443
Foreign exchange derivative assets	4,809		—		4,809		—
Liabilities:
Commodity derivative liabilities	282		282		—		—
Foreign exchange derivative liabilities	821		—		821		—

__________________________________

(1) Investment deposit accounts are short-term in nature, and their value is based on principal plus interest.

The fair value of the Level 3 commodity derivatives is estimated using internally developed discounted cash flow models that rely on significant unobservable inputs. The Company forecasts future energy rates using a range of historical prices (the "floating rate"), which is the only significant unobservable input used in the Company's discounted cash flow models. Significant variations in the floating rate could materially impact the fair value measurement. The following table summarizes the range of floating rates used to measure the fair value of the Level 3 commodity derivatives as of ~~November~~February 3028, ~~2025~~2026 and August 31, 2025, which are applied uniformly across each of the Company's Level 3 commodity derivatives:

	Floating rate (PLN)
	Low	High	Average
November 30, 2025	346	563	440
February 28, 2026	346	628	450
August 31, 2025	346	563	436

Below is a reconciliation of the beginning and ending balances of the Level 3 commodity derivatives recognized in the condensed consolidated statements of comprehensive income (loss). Amounts presented are before income taxes. The fluctuation in energy rates over time may cause volatility in the fair value estimate and was the primary reason for unrealized gains and losses in OCI for the three months ended November 30, 2025 and 2024. 26

(in thousands)	Three Months Ended November 30, 2025
Balance, September 1, 2025	$	53,443
Unrealized holding gain before reclassification(1)	2,451
Reclassification for gain included in net earnings(2)	(3,519)
Balance, November 30, 2025	$	52,375
(in thousands)	Three Months Ended November 30, 2024
Balance, September 1, 2024	$	38,029
Unrealized holding loss before reclassification(1)	(1,691)
Reclassification for gain included in net loss(2)	(3,035)
Balance, November 30, 2024	$	33,303

Table of Contents


(in thousands)	Three Months Ended February 28, 2026
Balance, December 1, 2025	$	52,375
Unrealized holding gain before reclassification(1)	8,537
Reclassification for gain included in net earnings(2)	(4,731)
Balance, February 28, 2026	$	56,181

(in thousands)	Six Months Ended February 28, 2026
Balance, September 1, 2025	$	53,443
Unrealized holding gain before reclassification(1)	10,988
Reclassification for gain included in net earnings(2)	(8,250)
Balance, February 28, 2026	$	56,181

(in thousands)	Three Months Ended February 28, 2025
Balance, December 1, 2024	$	33,303
Unrealized holding gain before reclassification(1)	25,482
Reclassification for gain included in net earnings(2)	(3,427)
Balance, February 28, 2025	$	55,358

(in thousands)	Six Months Ended February 28, 2025
Balance, September 1, 2024	$	38,029
Unrealized holding gain before reclassification(1)	23,791
Reclassification for gain included in net loss(2)	(6,462)
Balance, February 28, 2025	$	55,358

__________________________________

(1) Unrealized holding gain ~~(loss)~~, net of foreign currency translation, less amounts reclassified, are included in net unrealized holding gain (loss) on derivatives in the condensed consolidated statements of comprehensive income (loss).

(2) Realized gains included in net earnings (loss) are recorded in cost of goods sold in the condensed consolidated statements of earnings (loss).

There were no material non-recurring fair value remeasurements during the three or six months ended ~~November~~February 3028, ~~2025~~2026 or ~~2024~~2025.

The carrying values of the Company's short-term items, including documentary letters of credit and notes payable, approximate fair value.

The carrying value and fair value of the Company's long-term debt, including current maturities, excluding other borrowings and finance leases, was $3.2 billion as of ~~November~~February 3028, ~~2025~~2026, and $1.2 billion and $1.1 billion, respectively, as of August 31, 2025. The fair values were estimated based on Level 2 of the fair value hierarchy using indicated market values. The Company's other borrowings contain variable interest rates, so their carrying values approximate fair values.

NOTE 1011. INCOME TAX

The Company’s effective income tax ~~rate~~rates for the three and six months ended ~~November~~February 3028, ~~2025~~2026 were 15.2% and ~~2024~~7.6%, ~~was~~respectively, 3compared to the 29.14% and 2423.0%, ~~respectively~~in the corresponding periods. The effective tax rate is determined by computing the estimated annual effective tax rate, adjusted for discrete items, if any, which are taken into account in the appropriate period. The Company's effective tax rate can vary from period to period depending on, among other factors, the mix and amount of global earnings, the impact of loss companies for which no tax benefit is available due to valuation allowances, income tax credits, and the impact of permanent tax adjustments.

On January 10, 2025, the Company was awarded a Qualifying Advanced Energy Project Tax Credit in connection with the construction of the West Virginia micro mill under section 48C of the Internal Revenue Code. The amount awarded is a nonrefundable transferable investment tax credit allocation equal to 30% of qualified expenditures for certified projects that meet prevailing wage and apprenticeship requirements. The Company is electing to account for its nonrefundable transferable investment tax credits under ASC 740 using the flow-through method. Under the flow-through method, the credit is recognized in the fiscal year that the qualifying assets are placed in service. The Company plans on utilizing the credit beginning with its fiscal 2026 tax return and has included the estimated impact in the financial statements beginning in the current period. During the three months ended November 30, 2025, the Company recognized approximately $39.7 million in income tax benefit related to the credit. No impact was recognized in the corresponding period. 27

~~NOTE~~Table ~~11.~~of ~~STOCK-BASED COMPENSATION PLANS~~ Contents

On January 10, 2025, the Company was awarded a Qualifying Advanced Energy Project Tax Credit in connection with the construction of the West Virginia micro mill under section 48C of the Internal Revenue Code. The amount awarded is a nonrefundable transferable investment tax credit allocation equal to 30% of qualified expenditures for certified projects that meet prevailing wage and apprenticeship requirements. The Company is electing to account for its nonrefundable transferable investment tax credits under ASC 740 using the flow-through method. Under the flow-through method, the credit is recognized in the fiscal year that the qualifying assets are placed in service. The Company intends to utilize the credit beginning with its fiscal 2026 tax return and has included the estimated impact in the financial statements beginning in fiscal 2026. During the three and six months ended February 28, 2026, the Company recognized approximately $14.1 million and $53.8 million, respectively, in income tax benefit related to the credit. No impact was recognized in the corresponding periods.

NOTE 12. STOCK-BASED COMPENSATION PLANS

The Company's stock-based compensation plans are described in Note 13, Stock-Based Compensation Plans, to the consolidated financial statements in the 2025 Form 10-K. In general, restricted stock units awarded to executive officers and other employees vest ratably over a period of three years. Subject to the achievement of performance targets established by the Compensation Committee of the Company's Board of Directors (the "Board"), performance stock units vest after a period of three years.

Information for restricted stock units and performance stock units accounted for as equity awards during the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026 is as follows:

	Shares	Weighted AverageFair Value
Outstanding as of August 31, 2025	1,369,205	$	50.37
Granted	~~712~~752,~~114~~865	63.6591
Vested	(~~722~~754,~~150~~967)	4948.0943
Forfeited	(1128,~~171~~677)	5253.9175
Outstanding as of November 30, 2025	1,347,998	$	58.05
Outstanding as of February 28, 2026	1,338,426	$	59.01

The Company granted ~~106~~107,~~460~~771 equivalent shares in the form of restricted stock units and performance stock units accounted for as liability awards during the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026. As of ~~November~~February 3028, ~~2025~~2026, the Company had outstanding ~~267~~269,~~846~~157 equivalent shares accounted for under the liability method. The Company expects ~~253~~257,~~648~~178 equivalent shares to vest.

19Total stock-based compensation expense, including fair value remeasurements, which was primarily included in SG&A expenses in the condensed consolidated statements of earnings (loss), was $14.8 million and $26.0 million for the three and six months ended February 28, 2026, respectively, and was $8.1 million and $18.3 million for the three and six months ended February 28, 2025, respectively.

Table of Contents

~~Total~~NOTE ~~stock-based~~13. ~~compensation~~STOCKHOLDERS' ~~expense,~~EQUITY ~~including~~AND ~~fair value remeasurements, which was primarily included in SG&A expenses in the condensed consolidated statements of earnings~~ EARNINGS (~~loss~~LOSS), ~~was~~PER ~~$11.2~~SHARE ~~million and $10.2 million for the three months ended November 30, 2025 and 2024, respectively.~~

NOTE 12. STOCKHOLDERS' EQUITY AND EARNINGS (LOSS) PER SHARE

The Company's calculation of basic earnings (loss) per share ("EPS") and diluted EPS is described in Note 16, Earnings Per Share, to the Company's consolidated financial statements in the 2025 Form 10-K.

The calculations of basic and diluted EPS were as follows:

	Three Months Ended November 30,
	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands, except share and per share data)	~~2025~~2026		~~2024~~2025		2026		2025
Net earnings (loss)	$	~~177~~93,~~282~~032	$	~~(175~~25,~~718)~~473	$	270,314	$	(150,245)
Average basic shares outstanding	~~111~~110,~~068~~960,~~704~~062		~~114~~113,~~053~~564,~~455~~436		111,014,543		113,811,675
Effect of dilutive securities	1957,~~183,501~~892		—945,857		1,139,736		—
Average diluted shares outstanding	~~112~~111,~~252~~917,~~205~~954		114,~~053~~510,~~455~~293		112,154,279		113,811,675
Earnings (loss) per share:
Basic	$	10.6084	$	(10.~~54)~~22	$	2.43	$	(1.32)
Diluted	10.5883		(10.~~54)~~22		2.41		(1.32)

For all periods presented except for the ~~three~~six months ended ~~November~~February 3028, 2025, the Company had immaterial anti-dilutive shares, which were not included in the computation of average diluted shares outstanding. For the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025, the Company had 1,~~413~~270,~~248~~113 shares that were excluded from the computation of average diluted shares outstanding due to the Company's net loss position.

During the three and six months ended ~~November~~February 3028, ~~2025~~2026, the Company repurchased ~~663~~249,~~220~~154 and 912,374 shares of CMC common stock, respectively, at an average purchase price of $5873.6546 and $62.70 per share, respectively. Under the share repurchase program, the Company had remaining authorization to repurchase $~~166~~147.18 million of shares of CMC common stock as of ~~November~~February 3028, ~~2025~~2026. See Note 15, Capital Stock, to the Company's consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.

NOTE 1314. COMMITMENTS AND CONTINGENCIES

In the ordinary course of conducting its business, the Company becomes involved in litigation, administrative proceedings and governmental investigations, including environmental matters.

Legal Proceedings

On October 30, 2020, plaintiff Pacific Steel Group ("PSG") filed a suit in the U.S. District Court for the Northern District of California (the "Northern District Court") alleging that CMC, CMC Steel Fabricators, Inc. and CMC Steel US, LLC violated the federal and California state antitrust laws and California common law by entering into an exclusivity agreement for certain steel mill equipment manufactured by one of the Company’s equipment suppliers. On November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the Northern District Court, in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG is also entitled to petition for and recover its attorneys' fees, costs and post-judgment interest. On December 20, 2024, CMC, CMC Steel Fabricators, Inc. and CMC Steel US, LLC filed a motion with the Northern District Court challenging the jury’s verdict and requesting a new trial. On September 29, 2025, the Northern District Court denied this post-trial motion, upholding the jury’s verdict. The Company is confident it conducted its business appropriately and intends to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned. On October 24, 2025, the Company filed its notice of appeal. As a trial judgment in favor of PSG was rendered, it was determined that there was a probable and reasonably estimable loss, which was recorded as an expense within the condensed consolidated financial statements. In the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025, the Company reported $~~350~~354.07 million of litigation expense in the condensed consolidated statement of loss, which represents the Company's estimate based on its understanding of the PSG judgment, PSG's attorneys' fees and other related costs, including post-judgment interest. In the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026, the Company reported $3.7.8 million of litigation expense in the condensed consolidated statement of earnings, which primarily represents the Company’s estimate of post-judgment interest on the PSG judgment. These amounts were classified as current liabilities in the condensed consolidated balance sheets because the timing of the potential payment is uncertain. All other legal expenses for the three and six months ended February 28, 2026 and 2025 are reported within SG&A expenses. If the verdict and judgment are overturned through the appeals process, the expenses and

2029

Table of Contents

liabilities in the condensed consolidated balance sheets because the timing of the potential payment is uncertain. All other legal expenses for the three months ended November 30, 2025 and 2024 are reported within SG&A expenses. If the verdict and judgment are overturned through the appeals process, the expenses and related liability will be reversed in the same period the verdict and judgment are overturned. The Company's litigation defense costs are expensed as incurred. Although the Company is vigorously pursuing a reversal of the jury’s verdict and the judgment, the ultimate resolution is uncertain. Unless the verdict and judgment are overturned or the judgment is significantly reduced, the cash payments incurred in connection with this litigation ~~would~~could have a ~~material~~significant impact on our liquidity.

On March 13, 2022, PSG filed a second suit in the San Diego County Superior Court of California alleging that CMC Steel Fabricators, Inc., CMC Steel US, LLC, and CMC Rebar West (which later merged into CMC Steel Fabricators, Inc.) violated California state antitrust and unfair competition laws by bidding below their costs for rebar furnish-and-install projects in California in order to hamper PSG's ability to win jobs and reduce PSG’s profitability. These allegations were initially brought in PSG's lawsuit in the Northern District Court, but were dismissed without prejudice by the Northern District Court for lack of jurisdiction. This second lawsuit was later removed to the U.S. District Court for the Southern District of California (the "Southern District Court"). There, PSG seeks, among other things, a jury trial on its claims in addition to injunctive relief, compensatory damages of approximately $29 million for alleged lost profits, part of which is subject to automatic trebling pursuant to applicable law, plus pre-judgment interest, fees and costs. Fact and expert discovery are substantially complete. On November 12, 2024, CMC Steel Fabricators, Inc., CMC Steel US, LLC and CMC Rebar West filed a motion for summary judgment, which was subsequently denied on September 29, 2025. This ruling does not represent a determination on the merits of the case. As of the date of this Form 10-Q, no trial has been scheduled. The Company is confident it conducted its business appropriately, believes it has substantial defenses and intends to vigorously defend against PSG's claims. The Company has not recorded any liability for this matter as it does not believe a loss is probable, and it cannot estimate any reasonably possible loss or range of possible loss. It is possible that an unfavorable resolution to this matter could have an adverse effect on the Company’s results of operations, financial position or cash flows.

Other Matters

At ~~November~~February 3028, ~~2025~~2026 and August 31, 2025, the amounts accrued for cleanup and remediation costs at certain sites in response to notices, actions and agreements under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") and analogous state and local statutes were immaterial. Total accrued environmental liabilities, including CERCLA sites, were $3.~~3 million and $3.~~4 million at ~~November~~both February 3028, ~~2025~~2026 and August 31, 2025, ~~respectively,~~ of which $1.9 million were classified as other noncurrent liabilities atin ~~each~~both ~~of November 30, 2025 and August 31, 2025~~periods. These amounts have not been discounted to their present values. Due to evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors, accrued amounts could vary significantly from amounts paid.

NOTE 1415. SEGMENT INFORMATION

The Company's operating segments engage in business activities from which they may earn revenues and incur expenses and for which discrete financial information is available. The Company's Chief Operating Decision Maker ("CODM") is the President and Chief Executive Officer. The CODM uses adjusted EBITDA to evaluate the underlying operational performance of the Company’s reportable segments and to guide strategic decisions aligned with Company-wide objectives, as it provides a consistent and comparable view of operating results across segments. In doing so, the CODM considers the performance of this measure relative to historical, planned and forecasted financial information when making decisions about capital and personnel allocation.

Adjusted EBITDA is equal to earnings or losses before interest expense, income taxes, depreciation and amortization expense, impairment expense and, ~~beginning in the fourth quarter of 2025,~~ unrealized gains and losses on undesignated commodity hedges. During the fourth quarter of 2025, the Company modified its method of calculating adjusted EBITDA to exclude the impact of unrealized gains and losses on undesignated commodity derivatives. This change was primarily driven by heightened volatility in copper forward markets, which introduced significant non-cash fluctuations unrelated to core operations. By removing this volatility, the revised metric provides a more representative view of operating performance and cash-generating capability. The Company has recast adjusted EBITDA for the corresponding period to conform to the new presentation.

The Company structures its business into three reportable segments: North America Steel Group, Construction Solutions Group and Europe Steel Group. See Note 1, Nature of Operations and Summary of Significant Accounting Policies toherein ~~the~~as ~~consolidated~~well ~~financial~~as ~~statements~~ in the 2025 Form 10-K, for more information about the reportable segments, including the types of products and services from which each reportable segment derives its net sales. Corporate and Other contains earnings or losses on assets and liabilities related to the Company's benefit restoration plan assets and short-term investments, expenses of the Company's corporate headquarters, litigation-related expenses, interest expense related to long-term debt and intercompany eliminations. Certain corporate administrative expenses are allocated to the segments based upon the nature of the expense.

2130

Table of Contents

on assets and liabilities related to the Company's benefit restoration plan assets and short-term investments, expenses of the Company's corporate headquarters, litigation-related expenses, interest expense related to long-term debt and intercompany eliminations. Certain corporate administrative expenses are allocated to the segments based upon the nature of the expense.

The following table summarizes certain financial information by reportable segment and Corporate and Other, as applicable:

	Three Months Ended November 30, 2025
	Three Months Ended February 28, 2026
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Total
Net sales to external customers:	$	1,~~661~~608,~~058~~321	$	~~198~~314,~~277~~425	$	~~247~~200,~~650~~014	$	2,~~106~~122,~~985~~760
Intersegment net sales	1724,~~774~~171		108,~~081~~675		~~853~~804		2833,~~708~~650
	$	1,~~678~~632,~~832~~492	$	~~208~~323,~~358~~100	$	~~248~~200,~~503~~818	$	2,~~135~~156,~~693~~410
Reconciliation of net sales:
Corporate and Other, excluding eliminations							139,~~322~~258
Eliminations							(2833,~~708~~650)
Total consolidated net sales							$	2,~~120~~132,~~307~~018
Less:
Cost of goods sold	1,~~363~~326,~~802~~322		~~141~~246,~~566~~918		~~239~~204,~~125~~106
Selling, general and administrative expenses	7985,~~728~~769		3762,~~966~~691		7,~~627~~169
Add:
Depreciation and amortization (1)	50,541		10,755		9,178
Depreciation and amortization(1)	51,252		39,929		9,029
Unrealized loss on undesignated commodity hedges (1)	8,063		—		—
Unrealized gain on undesignated commodity hedges(1)	(1,979)		—		—
Adjusted EBITDA reportable segments	$	~~293~~269,~~906~~674	$	3953,~~581~~420	$	10(1,~~929~~428)	$	~~344~~321,~~416~~666
Reconciliation of profit or loss
Interest expense							2440,~~848~~928
Depreciation and amortization							72102,~~722~~567
Unrealized loss on undesignated commodity hedges							8,063
Unrealized gain on undesignated commodity hedges							(1,979)
Corporate and Other expenses							5570,~~848~~410
Earnings before income taxes							$	~~182~~109,~~935~~740
Assets	$	4,422,205	$	875,659	$	740,022
Capital expenditures	94,609		15,433		11,055
Capital expenditures	$	99,627	$	8,935	$	13,942

__________________________________

(1) Depreciation and amortization and unrealized gain on undesignated commodity hedges are included in either cost of goods sold or SG&A expenses when those expenses are provided to the CODM.

Table of Contents


	Six Months Ended February 28, 2026
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Total
Net sales to external customers:	$	3,269,379	$	512,702	$	447,664	$	4,229,745
Intersegment net sales	41,945		18,756		1,657		62,358
	$	3,311,324	$	531,458	$	449,321	$	4,292,103
Reconciliation of net sales:
Corporate and Other, excluding eliminations							22,580
Eliminations							(62,358)
Total consolidated net sales							$	4,252,325
Less:
Cost of goods sold	2,690,124		388,484		443,231
Selling, general and administrative expenses	165,497		100,657		14,796
Add:
Depreciation and amortization(1)	101,793		50,684		18,207
Unrealized loss on undesignated commodity hedges(1)	6,084		—		—
Adjusted EBITDA reportable segments	$	563,580	$	93,001	$	9,501	$	666,082
Reconciliation of profit or loss
Interest expense							65,776
Depreciation and amortization							175,289
Unrealized loss on undesignated commodity hedges							6,084
Corporate and Other expenses							126,258
Earnings before income taxes							$	292,675

Assets	$	4,634,875	$	3,478,040	$	742,874
Capital expenditures	$	194,236	$	24,368	$	24,997

__________________________________

(1) Depreciation and amortization and unrealized loss on undesignated commodity hedges are included in either cost of goods sold or SG&A expenses when those expenses are provided to the CODM.

2232

Table of Contents

	Three Months Ended November 30, 2024
	Three Months Ended February 28, 2025
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Total
Net sales to external customers:	$	1,~~518~~386,~~637~~848	$	~~169~~158,~~415~~864	$	~~209~~198,~~407~~029	$	1,~~897~~743,~~459~~741
Intersegment net sales	16,~~112~~498		1113,~~793~~253		~~617~~619		2830,~~522~~370
	$	1,~~534~~403,~~749~~346	$	~~181~~172,~~208~~117	$	~~210~~198,~~024~~648	$	1,~~925~~774,~~981~~111
Reconciliation of net sales:
Corporate and Other, excluding eliminations							1210,~~143~~635
Eliminations							(2830,~~522~~370)
Total consolidated net sales							$	1,~~909~~754,~~602~~376
Less:
Cost of goods sold	1,~~314~~242,~~287~~746		~~129~~120,~~336~~638		~~185~~200,~~656~~895
Selling, general and administrative expenses	81,~~131~~218		3938,~~900~~824		65,~~942~~210
Add:
Depreciation and amortization (1)	48,874		10,688		8,413
Depreciation and amortization(1)	49,053		10,864		8,206
Unrealized gain on undesignated commodity hedges (1)	(2,026)		—		—
Unrealized loss on undesignated commodity hedges(1)	8,136		—		—
Adjusted EBITDA reportable segments	$	186,179	$	22,660	$	25,839	$	234,678
Asset impairments	383		—		3
Adjusted EBITDA reportable segments	$	136,954	$	23,519	$	752	$	161,225
Reconciliation of profit or loss
Interest expense							11,~~322~~167
Depreciation and amortization							70,~~437~~584
Unrealized gain on undesignated commodity hedges							(2,026)
Asset impairments							386
Corporate and Other expenses							386,245
Unrealized loss on undesignated commodity hedges							8,136
Loss before income taxes							$	(231,300)
Corporate and Other expenses							34,852
Assets	$	4,243,560	$	841,310	$	661,365
Earnings before income taxes							$	36,100
Capital expenditures	$	9664,~~472~~217	$	711,~~698~~948	$	109,~~350~~668

__________________________________

(1) Depreciation and amortization and unrealized ~~gain~~loss on undesignated commodity hedges are included in either cost of goods sold or SG&A expenses when those expenses are provided to the CODM.

	Three Months Ended November 30, 2025
(in thousands)	Reportable Segments Total		Corporate and Other		Consolidated Total
Depreciation and amortization	$	70,474	$	2,248	$	72,722
Capital expenditures	122,504		2,933		125,437
Assets	6,037,886		3,205,005		9,242,891

	Three Months Ended November 30, 2024
(in thousands)	Reportable Segments Total		Corporate and Other		Consolidated Total
Depreciation and amortization	$	67,975	$	2,462	$	70,437
Capital expenditures	114,520		3,667		118,187
Assets	5,746,235		1,026,164		6,772,399

Table of Contents


	Six Months Ended February 28, 2025
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Total
Net sales to external customers:	$	2,905,485	$	328,279	$	407,436	$	3,641,200
Intersegment net sales	32,610		25,046		1,236		58,892
	$	2,938,095	$	353,325	$	408,672	$	3,700,092
Reconciliation of net sales:
Corporate and Other, excluding eliminations							22,778
Eliminations							(58,892)
Total consolidated net sales							$	3,663,978
Less:
Cost of goods sold	2,557,033		249,974		386,551
Selling, general and administrative expenses	162,349		78,724		12,152
Add:
Depreciation and amortization(1)	97,927		21,552		16,619
Unrealized loss on undesignated commodity hedges(1)	6,110		—		—
Asset impairments	383		—		3
Adjusted EBITDA reportable segments	$	323,133	$	46,179	$	26,591	$	395,903
Reconciliation of profit or loss
Interest expense							22,489
Depreciation and amortization							141,021
Asset impairments							386
Unrealized loss on undesignated commodity hedges							6,110
Corporate and Other expenses							421,097
Loss before income taxes							$	(195,200)

Assets	$	4,223,610	$	834,722	$	660,260
Capital expenditures	$	160,689	$	19,646	$	20,018

__________________________________

(1) Depreciation and amortization and unrealized loss on undesignated commodity hedges are included in either cost of goods sold or SG&A expenses when those expenses are provided to the CODM.

The following table presents a reconciliation of certain financial information to consolidated totals for the reportable segments:


	Three Months Ended February 28, 2026
(in thousands)	Reportable Segments Total	Corporate and Other		Consolidated Total
Depreciation and amortization	100,210	$	2,357	$	102,567
Capital expenditures	121,097	1,598		122,695


	Six Months Ended February 28, 2026
(in thousands)	Reportable Segments Total		Corporate and Other		Consolidated Total
Depreciation and amortization	$	170,684	$	4,605	$	175,289
Capital expenditures	243,601		4,531		248,132
Assets	8,855,789		705,804		9,561,593

Table of Contents


	Three Months Ended February 28, 2025
(in thousands)	Reportable Segments Total		Corporate and Other		Consolidated Total
Depreciation and amortization	$	68,123	$	2,461	$	70,584
Capital expenditures	85,833		434		86,267


	Six Months Ended February 28, 2025
(in thousands)	Reportable Segments Total		Corporate and Other		Consolidated Total
Depreciation and amortization	$	136,098	$	4,923	$	141,021
Capital expenditures	200,353		4,101		204,454
Assets	5,718,592		971,118		6,689,710

Disaggregation of Revenue

The following tables display net sales to external customers by reportable segment and Corporate and Other, disaggregated by major product:. Precast products represent sales of products from our precast platform, as defined in Note 2, Acquisitions, and excludes other revenue, such as delivery fees and other service revenue.

	Three Months Ended November 30, 2025
	Three Months Ended February 28, 2026
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Corporate and Other		Total
Major product:
Raw materials	$	~~364~~357,~~052~~548	$	—	$	65,~~046~~265	$	—	$	~~370~~362,~~098~~813
Steel products	~~725~~670,~~891~~831		—		~~192~~166,~~522~~083		—		~~918~~836,~~413~~914
Downstream products	~~531~~505,~~753~~260		3537,~~245~~453		3519,~~717~~507		—		~~602~~562,~~715~~220
Construction products	—		85,967		—		—		85,967
Precast products	—		141,604		—		—		141,604
Ground stabilization solutions	—		72,591		—		—		72,591
Construction products	—		78,371		—		—		78,371
Other	39,362		4,474		13,365		13,322		70,523
Ground stabilization solutions	—		49,882		—		—		49,882
Net sales to external customers	1,661,058		198,277		247,650		13,322		2,120,307
Other	74,682		7,115		9,159		9,258		100,214
Intersegment net sales, eliminated in consolidation	17,774		10,081		853		(28,708)		—
Net sales to external customers	1,608,321		314,425		200,014		9,258		2,132,018
Net sales	$	1,678,832	$	208,358	$	248,503	$	(15,386)	$	2,120,307
Intersegment net sales, eliminated in consolidation	24,171		8,675		804		(33,650)		—
Net sales	$	1,632,492	$	323,100	$	200,818	$	(24,392)	$	2,132,018
	Six Months Ended February 28, 2026
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Corporate and Other		Total
Major product:
Raw materials	$	721,600	$	—	$	11,311	$	—	$	732,911
Steel products	1,396,722		—		358,605		—		1,755,327
Downstream products	1,037,013		72,698		55,224		—		1,164,935
Precast products	—		141,604		—		—		141,604
Construction products	—		164,338		—		—		164,338
Ground stabilization solutions	—		122,473		—		—		122,473
Other	114,044		11,589		22,524		22,580		170,737
Net sales to external customers	3,269,379		512,702		447,664		22,580		4,252,325
Intersegment net sales, eliminated in consolidation	41,945		18,756		1,657		(62,358)		—
Net sales	$	3,311,324	$	531,458	$	449,321	$	(39,778)	$	4,252,325

	Three Months Ended November 30, 2024
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Corporate and Other		Total
Major product:
Raw materials	$	310,119	$	—	$	5,285	$	—	$	315,404
Steel products	625,465		—		162,137		—		787,602
Downstream products	527,598		32,378		33,634		—		593,610
Construction products	—		75,981		—		—		75,981
Ground stabilization solutions	—		56,512		—		—		56,512
Other	55,455		4,544		8,351		12,143		80,493
Net sales to external customers	1,518,637		169,415		209,407		12,143		1,909,602
Intersegment net sales, eliminated in consolidation	16,112		11,793		617		(28,522)		—
Net sales	$	1,534,749	$	181,208	$	210,024	$	(16,379)	$	1,909,602

Table of Contents


	Three Months Ended February 28, 2025
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Corporate and Other		Total
Major product:
Raw materials	$	317,841	$	—	$	5,141	$	—	$	322,982
Steel products	592,549		—		159,344		—		751,893
Downstream products	428,459		41,179		25,278		—		494,916
Construction products	—		65,731		—		—		65,731
Ground stabilization solutions	—		48,194		—		—		48,194
Other	47,999		3,760		8,266		10,635		70,660
Net sales to external customers	1,386,848		158,864		198,029		10,635		1,754,376
Intersegment net sales, eliminated in consolidation	16,498		13,253		619		(30,370)		—
Net sales	$	1,403,346	$	172,117	$	198,648	$	(19,735)	$	1,754,376

	Six Months Ended February 28, 2025
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Corporate and Other		Total
Major product:
Raw materials	$	627,960	$	—	$	10,426	$	—	$	638,386
Steel products	1,218,014		—		321,481		—		1,539,495
Downstream products	956,057		73,557		58,912		—		1,088,526
Construction products	—		141,712		—		—		141,712
Ground stabilization solutions	—		104,706		—		—		104,706
Other	103,454		8,304		16,617		22,778		151,153
Net sales to external customers	2,905,485		328,279		407,436		22,778		3,663,978
Intersegment net sales, eliminated in consolidation	32,610		25,046		1,236		(58,892)		—
Net sales	$	2,938,095	$	353,325	$	408,672	$	(36,114)	$	3,663,978

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In the following discussion, references to "we," "us," "our" or the "Company" mean Commercial Metals Company ("CMC") and its consolidated subsidiaries, unless the context otherwise requires. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto, which are included in this Quarterly Report on Form 10-Q (this "Form 10-Q"), and our consolidated financial statements and the notes thereto, which are included in our Annual Report on Form 10-K for the year ended August 31, 2025 (the "2025 Form 10-K"). This discussion contains or incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather are based on expectations, estimates, assumptions and projections about our industry, business and future financial results, based on information available at the time this Form 10-Q was filed with the United States ("U.S.") Securities and Exchange Commission (the "SEC") or, with respect to any document incorporated by reference, available at the time that such document was prepared. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those identified in the section entitled "Forward-Looking Statements" at the end of Item 2 of this Form 10-Q and in the section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K. We do not undertake any obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise, except as required by law.

24Any reference in this Form 10-Q to the "corresponding period" relates to the three or six month period ended February 28, 2025, as applicable. Any reference in this Form 10-Q to the "current period" relates to the three or six month period ended

Table of Contents

~~assumptions~~February 28, ~~the~~2026, ~~occurrence~~as ofapplicable. ~~anticipated~~Any orreference ~~unanticipated~~in ~~events,~~this ~~new~~Form ~~information~~10-Q orto ~~circumstances~~a oryear ~~otherwise,~~refers ~~except~~to asthe ~~required~~fiscal byyear ~~law~~ended August 31st of that year, unless otherwise stated.

Any reference in this Form 10-Q to the "corresponding period" relates to the three month period ended November 30, 2024. Any reference in this Form 10-Q to the "current period" relates to the three month period ended November 30, 2025. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise stated.

Certain trademarks or service marks of CMC appearing in this Form 10-Q are the property of CMC and are protected under applicable intellectual property laws. Solely for convenience, our trademarks and tradenames referred to in this Form 10-Q may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.

BUSINESS CONDITIONS AND DEVELOPMENTS

Senior Notes Activity

In November 2025, we issued $1.0 billion of 5.750% senior unsecured notes due November 2033 (the “2033 Notes”) and $1.0 billion of 6.000% senior unsecured notes due December 2035 (the “2035 Notes”). ~~Aggregate issuance costs associated with the 2033 Notes and 2035 Notes were approximately $5.5 million.~~ We will make semiannual interest payments on the outstanding principal of the 2033 Notes on May 15 and November 15 of each year, with the first such interest payment due on May 15, 2026. We will make semiannual interest payments on the outstanding principal of the 2035 Notes on June 15 and December 15 of each year, with the first such interest payment due on June 15, 2026. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were ~~deposited~~used into anfacilitate ~~escrow account at~~ the closing of the ~~offering~~Foley ~~and~~Acquisition ~~remained~~(as indefined ~~the~~below). ~~escrow~~Aggregate ~~account,~~fees and ~~were~~issuance ~~classified~~costs asassociated ~~restricted~~with ~~cash,~~the as2033 ofNotes ~~November~~and ~~30,~~the ~~2025.~~2035 ~~The~~Notes ~~proceeds~~ were ~~subsequently~~approximately ~~released~~$15.8 million inand ~~accordance~~$21.3 million ~~with~~for the ~~terms~~three ofand ~~the~~six ~~escrow~~months ~~agreement~~ended ~~and~~February ~~used~~28, to2026, ~~facilitate~~respectively. ~~the~~Prior ~~closing~~quarter ofamounts ~~the~~included ~~Foley~~rating ~~Acquisition~~agency ~~(as~~and ~~defined~~legal ~~below).~~fees Anwhereas ~~additional~~current ~~$15~~quarter ~~million~~amounts inrelated to additional fees associated with the 2033 Notes and the 2035 Notes, ~~which~~that ~~was~~were ~~contingent~~conditional ~~upon~~on the closing of the ~~acquisition,~~Foley ~~was paid in December~~Acquisition.

CP&P Acquisition

On December 1, 2025, we completed the acquisition of all of the issued and outstanding equity securities of Concrete Pipe and Precast, LLC ("CP&P" and such transaction, the “CP&P Acquisition”), a leading supplier of precast concrete solutions to the U.S. Mid-Atlantic and South Atlantic markets. Operating results for CP&P will be included within the Construction Solutions Group segment. The CP&P Acquisition aligns with our strategy to pursue inorganic growth by expanding CMC’s portfolio of early-stage construction solutions through the addition of precast capabilities.

Foley Acquisition

On December 15, 2025, we completed the acquisition of all of the issued and outstanding equity securities of the holding companies that own Foley Products Company, LLC ("Foley" and such transaction, the “Foley Acquisition”), one of the largest regional suppliers of precast concrete solutions in the U.S. and a leader within the Southeastern U.S. Operating results for Foley ~~will~~are be included within the Construction Solutions Group segment. The Foley Acquisition aligns with our strategy to pursue inorganic growth by adding scale, margin strength and regional leadership to our precast platform.

~~For more information on the~~ CP&P Acquisition ~~and the Foley Acquisition, refer to Note 2, Changes in Business, in Part I, Item 1, Financial Statements, of this Form 10-Q.~~

On December 1, 2025, we completed the acquisition of all of the issued and outstanding equity securities of Concrete Pipe and Precast, LLC ("CP&P" and such transaction, the “CP&P Acquisition”), a leading supplier of precast concrete solutions to the U.S. Mid-Atlantic and South Atlantic markets. Operating results for CP&P are included within the Construction Solutions Group segment. The CP&P Acquisition aligns with our strategy to pursue inorganic growth by expanding CMC’s portfolio of early-stage construction solutions through the addition of precast capabilities.

For more information on the Foley Acquisition and the CP&P Acquisition, refer to Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q.

Third Amendment to Credit Agreement

On December 17, 2025, we entered into the Third Amendment and Commitment Increase to the Sixth Amended and Restated Credit Agreement (the “Third Amendment”), which increased the borrowing capacity under the revolving credit facility from $600.0 million to $1.0 billion and extended the maturity date to December 17, 2030.

Amended and Restated Commitment Letter

As previously disclosed, we entered into a commitment letter, dated October 15, 2025 (the “Commitment Letter”), with Bank of America, N.A., BofA Securities, Inc. and Citigroup Global Markets Inc., pursuant to which, subject to the terms and conditions set forth therein, Bank of America, N.A. and Citigroup Global Markets Inc. agreed to provide us (i) a 364-day senior unsecured bridge facility in an aggregate principal amount of up to $1.85 billion (the “Bridge Facility”) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $600.0 million (the "Backstop Facility"). On October 31, 2025, in connection with the effectiveness of the Second Amendment (as defined in Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q), the Company amended and restated the Commitment Letter to eliminate the Backstop Facility. On December 15, 2025, the Commitment Letter terminated in connection with the closing of the Foley Acquisition.

2537

Table of Contents

bridge facility in an aggregate principal amount of up to $1.85 billion (the “Bridge Facility”) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $600.0 million (the "Backstop Facility"). On October 31, 2025, in connection with the effectiveness of the Second Amendment (as defined in Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q), the Company amended and restated the Commitment Letter to eliminate the Backstop Facility. On December 15, 2025, the Commitment Letter terminated in connection with the closing of the Foley Acquisition.

Capital Expenditures

We are currently constructing our fourth micro mill, located in Berkeley County, West Virginia. This facility is strategically located to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and will be supported by our existing network of downstream fabrication plants. ~~Site~~Construction ~~improvements,~~of ~~foundation~~structural ~~work~~components ~~and~~for ~~substantial~~multiple ~~portions~~process ofbuildings ~~supporting~~is ~~infrastructure~~substantially ~~for~~complete ~~the~~and ~~micro~~equipment ~~mill~~installation ~~are~~is ~~complete~~ongoing. ~~Construction~~Several ofkey ~~structural~~milestones ~~components~~ for ~~multiple~~utility ~~process~~infrastructure ~~buildings~~have ~~and~~been ~~equipment is ongoing~~reached. We expect to begin production at this micro mill during 2026.

Macroeconomic Trends and Uncertainties

We are subject to risks and exposures from the evolving macroeconomic environment, including uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize economies and other changes in economic conditions, such as an increase in trade tensions and related tariffs with U.S. trading partners. On February 10, 2025, President Trump issued an executive order re-imposing Section 232's 25% tariffs on steel imports from all sources, effective March 12, 2025, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products. Effective June 4, 2025, the tariffs on steel imports were increased to 50% for all countries other than the United Kingdom, which continues to be subject to 25% tariffs.

Although the elimination of Section 232 tariff exemptions ishas ~~expected~~provided ~~to provide~~ a favorable backdrop to the domestic long steel market, there remains uncertainty regarding the duration and scope of this and other potential executive actions related to tariffs. If the Section 232 or other import tariffs, quotas or duties are relaxed, repealed, challenged legally or expire; if other countries are exempted, or if relatively higher U.S. steel prices make it attractive for foreign steelmakers to export their steel products to the U.S., despite the presence of import tariffs, quotas or duties, a resurgence of substantial imports of foreign steel could occur. This would put downward pressure on U.S. steel prices.

Recent developments illustrate how these risks may materialize. Countries such as Algeria, Bulgaria, Egypt, and Vietnam have also increased their steel exports, particularly of rebar, to the U.S. Excessive imports of steel into the U.S. have exerted, and may continue to exert, downward pressure on U.S. steel prices, which negatively affects our ability to increase our sales, margins and profitability. Further, excess capacity has also led to greater protectionism as is evident in raw material and finished product border tariffs put in place by China, Brazil and other countries. In response to these pressures, a petition was filed with the U.S. International Trade Commission ("ITC") by the Rebar Trade Action Coalition, which consists of several U.S. steel producers including CMC, in June 2025, alleging that exporters of steel concrete reinforcing bar from Algeria, Bulgaria, Egypt and Vietnam are dumping material into the U.S. market at prices below fair value. The petition seeks the imposition of significant antidumping duties on rebar imports from these countries. In July 2025, the ITC preliminarily determined that there was a reasonable indication of material injury to the ~~petition~~U.S. ~~has~~domestic ~~merit~~rebar industry, and ~~referred~~thus the ~~case~~Department of Commerce’s investigation of dumping was authorized to continue. In March 2026, the Department of Commerce announced its preliminary affirmative determinations that Algeria, Bulgaria, Egypt and Vietnam had sold steel concrete reinforcing bar into the U.S. at less than fair value. Subsequently, the Department of Commerce announced its final affirmative determination with respect to Algeria, which concluded that steel reinforcing bar imported from Algeria benefitted from countervailable subsidies at the rate of 72.94%. The final determinations for ~~further~~Bulgaria, ~~investigation~~Egypt and Vietnam are expected to be announced later this year. If final injury determinations are subsequently made by the ITC, the Department of Commerce will assess antidumping duties on the subject steel concrete reinforcing bar.

~~To date, heightened uncertainty has contributed to delays in construction job owners finalizing plans to proceed with projects.~~ From a longer-term perspective on demand, we see tariffs as a single component of a broader program that includes changes to tax, regulatory, energy and trade policy aimed at stimulating domestic investment, which could meaningfully benefit construction activity. With regards to operating costs, we anticipate the impact of tariffs to be modest, as we source primarily from domestic suppliers. We also anticipate the impact on capital costs to be modest.

In our U.S. market, we have not yet experienced any direct impact from the war in Iran, but continue to closely monitor the conflict for potential demand disruptions or cost inflation. Energy costs in Europe have risen, though the magnitude of the financial effect will depend on the duration of the conflict.

Tax Legislation Updates

On July 4, 2025, the One Big Beautiful Bill Act was enacted into law, introducing significant amendments to U.S. tax legislation with varying effective dates. Key provisions that impact CMC include the expansion of bonus depreciation, accelerated expensing of research and development costs and revisions to international tax regimes. CMC has incorporated these amendments into its ~~fiscal~~ 2026 tax provision, as applicable, and continues to evaluate the legislation.

Table of Contents

On January 10, 2025, the Internal Revenue Service awarded CMC with a Qualifying Advanced Energy Project Credit (as defined in Internal Revenue Code section 48C) based on qualifying expenditures related to the construction of the West Virginia micro mill. CMC plans on utilizing the credit beginning with its ~~fiscal~~ 2026 tax return and has included the estimated impact in the financial statements beginning in ~~the current period~~2026.

See section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K for further discussion related to the above business conditions and developments.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates as set forth in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Form 10-K.

RESULTS OF OPERATIONS SUMMARY

Business Overview

During the first quarter of 2026, we announced the acquisitions of ~~CP&P~~Foley and ~~Foley (each as defined above)~~CP&P, which resulted in the creation of our precast ~~concrete~~ platform. As a result, we changed the name of our Emerging Businesses Group segment to Construction Solutions Group to better reflect the business composition of the segment and more closely align with the strategic priorities of CMC. The name change has no impact on our reporting structure nor on financial information previously reported.

Key Performance Indicators

When evaluating our results, we compare net sales, in the aggregate and for each of our reportable segments, in the current period to net sales in the corresponding period. For the North America Steel Group and the Europe Steel Group segments, we focus on changes in average selling price per ton and tons shipped compared to the corresponding period for each of our vertically integrated product categories as these are the two variables that typically have the greatest impact on our net sales for those reportable segments. Of the products evaluated by changes in average selling price per ton and tons shipped within the North America Steel Group and Europe Steel Group segments, raw materials include ferrous and nonferrous scrap, steel products include rebar, merchant bar, light structural and other steel products, such as billets and wire rod, and downstream products include fabricated rebar, steel fence posts and wire mesh. Evaluations of average selling price per ton and tons shipped for downstream products exclude post-tension cable, which is not measured on a per ton basis.

Adjusted EBITDA is used by management to compare and evaluate the period-over-period underlying business operational performance of our reportable segments. Adjusted EBITDA is equal to earnings or losses before interest expense, income taxes, depreciation and amortization expense, impairment expense and, ~~beginning in the fourth quarter of 2025,~~ unrealized gains and losses on undesignated commodity hedges. During the fourth quarter of 2025, the Company modified its method of calculating adjusted EBITDA to exclude the impact of unrealized gains and losses on undesignated commodity derivatives. This change was primarily driven by heightened volatility in copper forward markets, which introduced significant non-cash fluctuations unrelated to core operations. By removing this volatility, the revised metric provides a more representative view of operating performance and cash-generating capability. We evaluated the impact of this change on prior-period disclosures and have recast adjusted EBITDA for all periods presented in this Form 10-Q to conform to the new presentation. We did not revise the comparative analysis of results of operations for the three months ended November 30, 2025, compared to the three months ended November 30, 2024, as the change in methodology did not materially affect the comparability of adjusted EBITDA in earlier periods.

Although there are many factors that can impact a segment’s adjusted EBITDA and, therefore, our overall earnings or losses, changes in metal margins of our steel products and downstream products period-over-period in the North America Steel Group and Europe Steel Group segments are a consistent area of focus for our Company and industry. Metal margin is a metric used by management to monitor the results of our vertically integrated organization. For our steel products, metal margin is the difference between the average selling price per ton of rebar, merchant bar and other steel products and the cost of ferrous scrap per ton utilized by our steel mills to produce these products. The metal margin for the North America Steel Group and Europe Steel Group segments' downstream products is the difference between the average selling price per ton of our downstream products and the scrap input costs to produce these products. An increase or decrease in input costs can impact profitability of steel products and downstream products when there is no corresponding change in selling prices. The majority of the North America Steel Group and Europe Steel Group segments' downstream products selling prices per ton are fixed at the beginning of a project and these projects last one to two years on average. The selling price generally remains fixed over the life of a project; therefore, changes in input costs over the life of the project can significantly impact profitability.

2739

Table of Contents

Steel Group segments' downstream products is the difference between the average selling price per ton of our downstream products and the scrap input costs to produce these products. An increase or decrease in input costs can impact profitability of steel products and downstream products when there is no corresponding change in selling prices. The majority of the North America Steel Group and Europe Steel Group segments' downstream products selling prices per ton are fixed at the beginning of a project and these projects last one to two years on average. The selling price generally remains fixed over the life of a project; therefore, changes in input costs over the life of the project can significantly impact profitability.

Financial Results Overview

	Three Months Ended November 30,
	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands, except per share data)	~~2025~~2026		~~2024~~2025		2026		2025
Net sales	$	2,~~120~~132,~~307~~018	$	1,~~909~~754,~~602~~376	$	4,252,325	$	3,663,978
Net earnings (loss)	~~177~~93,~~282~~032		~~(175~~25,~~718)~~473		270,314		(150,245)
Diluted earnings (loss) per share	$	10.5883	$	(10.~~54)~~22	$	2.41	$	(1.32)

Net sales increased $~~210~~377.76 million, or 1122%, for the three months ended ~~November~~February 3028, ~~2025~~2026, compared to the corresponding period, and increased $588.3 million, or 16% for the six months ended February 28, 2026, compared to the corresponding period. The newly acquired precast platform contributed $144.6 million of net sales to external customers in the current period that were not part of the corresponding period results. Additional information regarding period-over-period changes in net sales is provided in the Segment Operating Data section under North America Steel Group, Construction Solutions Group and Europe Steel Group.

~~The~~During ~~year-over-year~~the ~~increase~~three and six months ended February 28, 2026, we achieved net earnings of $93.0 million and $270.3 million, respectively, compared to net earnings of $25.5 million and a net loss of $150.2 million, in the respective corresponding periods. The change in net earnings ~~for~~in the three months ended ~~November 30~~February 28, ~~2025~~2026, compared to the corresponding period, was primarily due to aexpansion in steel products metal margins within our North America Steel Group segment. The year-over-year increase in net earnings in the six months ended February 28, 2026, was primarily due to litigation-related expense of approximately $~~265~~268.0 million, net of estimated tax, associated with a contingent litigation-related loss recognized in the ~~three~~six months ended ~~November 30~~February 28, ~~2024,~~2025 asresulting ~~well~~in asa ~~continued~~net ~~expansion~~loss in ~~steel products metal margins within our North America Steel Group segment during~~ the ~~current~~corresponding period.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses increased $1765.86 million and $83.4 million during the three and six months ended ~~November 30~~February 28, ~~2025~~2026, respectively, compared to the corresponding period. The ~~increase~~increases ~~was~~were primarily driven by employee-related costs which increased by $1330.4 million ofand ~~transaction~~$37.7 ~~expenses~~million, ~~related~~respectively, compared to the corresponding periods due to increased SG&A as a result of the Foley and CP&P ~~Acquisition~~Acquisitions, as well as higher variable incentive compensation costs. Further, transaction expenses of $20.6 million and $34.0 million related to the Foley ~~Acquisition~~and CP&P Acquisitions were incurred during the ~~current~~three ~~period~~and six months ended February 28, 2026, respectively, with no ~~acquisition~~such expenses in the corresponding ~~period~~periods. ~~The~~Intangible ~~remainder~~asset amortization increased by $5.4 million, during each of the ~~increase~~three inand SGsix months ended February 28, 2026, respectively, as a result of the inclusion of new intangible assets from the Foley and CP&AP ~~expenses~~Acquisitions. Information technology costs increased by $3.3 million and $6.1 million, during the three and six months ended ~~November 30~~February 28, ~~2025~~2026, respectively, compared to the corresponding period, ~~was~~as ~~due~~a result of a planned upgrade to ~~multiple~~our ~~factors~~enterprise ofresource ~~which~~planning nosystem ~~single~~as ~~category~~well ~~was~~as ~~material~~an ongoing project to optimize our customer relationship management platform.

Interest Expense

Interest expense increased by $1329.58 million and $43.3 million during the three and six months ended ~~November~~February 3028, ~~2025~~2026, compared to the corresponding ~~period,~~periods asdue ato ~~result~~the issuance of athe ~~higher~~2033 ~~borrowing~~Notes ~~base~~and asthe ~~well~~2035 Notes in conjunction with the Foley Acquisition as ~~committed~~discussed ~~financing~~in ~~fees~~Note of8, ~~$11.6~~Credit ~~million~~Arrangements, ~~related~~in toPart ~~the~~I, ~~Bridge~~Item ~~Facility~~1, Financial Statements, of this Form 10-Q.

Litigation Expense

Litigation expense related to the Pacific Steel Group ("PSG") litigation of $34.71 million and $~~350~~7.08 million were recorded during the three and six months ended ~~November~~February 3028, ~~2025~~2026, respectively, compared to $4.7 million and ~~2024~~$354.7 million in the three and six months ended February 28, 2025, respectively. The amount recorded during the current period primarily reflects interest on the judgment amount. For more information about the contingent litigation-related loss, see Note 1314, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.

~~Income Taxes~~40

The effective income tax rate for the three months ended November 30, 2025 was 3.1%, compared to 24.0% in the corresponding period. The decrease for the three months ended November 30, 2025, compared to the corresponding period, is due to the recognition of a federal investment tax credit during the current period related to the ongoing construction of the West Virginia micro mill.

Table of Contents

Income Taxes

The effective income tax rates for the three and six months ended February 28, 2026 were 15.2% and 7.6%, respectively, compared to 29.4% and 23.0% in the corresponding periods. The decrease for the three and six months ended February 28, 2026, compared to the corresponding periods, is primarily due to the recognition of a federal investment tax credit related to the ongoing construction of the West Virginia micro mill. For more information, see Note 11, Income Tax in Part I, Item 1, Financial Statements, of this Form 10-Q.

SEGMENT OPERATING DATA

The operating data by product category presented in the North America Steel Group and Europe Steel Group tables below is calculated using averages for each period presented. See Note 1415, Segment Information, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on our reportable segments.

North America Steel Group

	Three Months Ended November 30,
	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands, except per ton amounts)	~~2025~~2026		~~2024~~2025		2026		2025
Net sales to external customers	$	1,~~661~~608,~~058~~321	$	1,~~518~~386,~~637~~848	$	3,269,379	$	2,905,485
Adjusted EBITDA	~~293~~269,~~906~~674		~~186~~136,~~179~~954		563,580		323,133
External tons shipped
Raw materials	~~384~~358		~~339~~312		742		651
Rebar	~~544~~481		~~549~~503		1,025		1,052
Merchant bar and other	~~251~~235		~~241~~243		486		484
Steel products	~~795~~716		~~790~~746		1,511		1,536
Downstream products	~~350~~335		~~356~~298		685		654
Average selling price per ton
Raw materials	$	~~900~~985	$	~~874~~956	$	943	$	913
Steel products	~~939~~974		~~812~~814		957		813
Downstream products	1,~~236~~242		1,~~259~~221		1,239		1,242
Cost of ferrous scrap utilized per ton	$	~~318~~351	$	~~323~~338	$	334	$	330
Steel products metal margin per ton	~~621~~623		~~489~~476		623		483

Net sales to external customers in our North America Steel Group segment increased $~~142~~221.45 million, or 916%, during the three months ended ~~November 30~~February 28, ~~2025~~2026, ~~compared~~and toincreased ~~the corresponding period~~$363.9 ~~The~~million, ~~increase~~or 13%, during the ~~three~~six months ended ~~November 30~~February 28, ~~2025~~2026, ~~was~~compared to the corresponding periods. The year-over-year increases were primarily due to ~~a 16~~20% ~~increase~~and in18% ~~the~~higher steel products average selling price per ton ~~due~~during tothe ~~tariff~~three ~~impacts on market pricing~~ and ~~resilient~~six ~~demand~~months ~~for~~ended ~~steel~~February 28, ~~products~~2026, respectively.

Adjusted EBITDA increased $~~107~~132.7 million, or 5897%, and increased $240.4 million, or 74%, during the three and six months ended ~~November 30~~February 28, ~~2025~~2026, respectively, compared to the corresponding ~~period~~periods. The ~~increase~~increases in adjusted EBITDA during the three and six months ended ~~November~~February 3028, ~~2025~~2026, compared to the corresponding ~~period,~~periods ~~was~~were primarily due to expansion in steel products metal margin per ton, which increased 2731% ~~year-over-year~~and 29%, respectively.

Construction Solutions Group

	Three Months Ended November 30,
	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)	~~2025~~2026		~~2024~~2025		2026		2025
Net sales to external customers	$	~~198~~314,~~277~~425	$	~~169~~158,~~415~~864	$	512,702	$	328,279
Adjusted EBITDA	3953,~~581~~420		2223,~~660~~519		93,001		46,179

Net sales to external customers in our Construction Solutions Group segment increased $28155.96 million, or 1798%, ~~during~~and ~~the~~increased ~~three months ended November 30, 2025, compared to the corresponding period. The increase was primarily driven by a~~ $16184.24 million, ~~increase~~or in56%, ~~net~~during ~~sales~~the tothree ~~external customers from our Tensar division~~ and asix ~~$10.1~~months ~~million~~ended ~~increase~~February 28, ~~from~~2026, ~~CMC Construction Services' operations~~respectively, compared to the corresponding ~~period, in each case due to increased demand.~~

Adjusted EBITDA increased $16.9 million, or 75%, during the three months ended November 30, 2025, compared to the corresponding period. This increase is primarily due to increased sales of higher margin products within our Tensar division, as well as higher shipment volumes, compared to the corresponding period. 41

Table of Contents

periods. The increase during the three months ended February 28, 2026 was primarily driven by $144.6 million of net sales to external customers due to our Foley and CP&P Acquisitions that were not part of the corresponding period results. See Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q for further information. In addition, during the three months ended February 28, 2026, net sales to external customers from CMC Construction Services' operations increased $12.9 million, compared to the corresponding period. The increase during the six months ended February 28, 2026 was partially a result of the aforementioned acquired precast platform net sales to external customers, as well as a $23.0 million increase from CMC Construction Services' operations and a $17.7 million increase in net sales to external customers from our Tensar division, compared to the corresponding period, due to higher demand.

Adjusted EBITDA increased $29.9 million, or 127%, during the three months ended February 28, 2026, and increased $46.8 million, or 101%, during the six months ended February 28, 2026, compared to the corresponding periods. These increases were primarily due to the inclusion of the acquired precast platform which contributed $33.6 million in current period results that was not included in the corresponding periods. CMC Construction Services' margins increased during the three and six months ended February 28, 2026, driven by increased volumes. The six months ended February 28, 2026 was also impacted by increased sales of higher margin products within our Tensar division, as well as higher shipment volumes, compared to the corresponding period.

Europe Steel Group

	Three Months Ended November 30,
	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands, except per ton amounts)	~~2025~~2026		~~2024~~2025		2026		2025
Net sales to external customers	$	~~247~~200,~~650~~014	$	~~209~~198,~~407~~029	$	447,664	$	407,436
Adjusted EBITDA	10(1,~~929~~428)		~~25,839~~752		9,501		26,591
External tons shipped
Rebar	~~119~~69		~~107~~100		188		207
Merchant bar and other	~~243~~215		~~206~~210		458		416
Steel products	~~362~~284		~~313~~310		646		623
Average selling price per ton
Steel products	$	~~651~~672	$	~~639~~612	$	660	$	626
Cost of ferrous scrap utilized per ton	$	~~345~~356	$	~~370~~337	$	351	$	353
Steel products metal margin per ton	~~306~~316		~~269~~275		309		273

Net sales to external customers in our Europe Steel Group segment increased $382.0 million, or 1%, and $40.2 million, or 1810%, during the three and six months ended ~~November 30~~February 28, ~~2025~~2026, respectively, compared to the corresponding ~~period~~periods. During the three months ended ~~November~~February 3028, ~~2025~~2026, net sales to external customers increased in part due to a 1610% increase in the steel products average selling price per ton, which was offset by an 8% decrease in tons shipped, compared to the corresponding period. The decrease in tons shipped is primarily due to the EU Carbon Border Adjustment Mechanism ("CBAM") policy which led businesses to accelerate purchasing of imported rebar before the change in laws took effect at the start of the calendar year with the assumption that this would increase prices. The increase for the six months ended February 28, 2026, is primarily a result of a 5% increase in the steel products average selling price per ton as well as a 4% increase in steel products tons shipped, compared to the corresponding period. On average, compared to the Polish zloty, the U.S. dollar was weaker during the three and six months ended ~~November~~February 3028, ~~2025~~2026, compared to the corresponding period. The effect of foreign currency translation on net sales to external customers was an increase of approximately $1923.2 5 million for the three months ended ~~November 30~~February 28, ~~2025~~2026 and an increase of approximately $42.7 million for the six months ended February 28, 2026.

Adjusted EBITDA decreased $14.9 million, or 58%, during the three months ended November 30, 2025, compared to the corresponding period. This decrease was primarily driven by changes to the timing of payments from a government assistance program established to offset the indirect costs of rising carbon emissions rights included in energy costs in Poland. During the three months ended November 30, 2025, $15.6 million was received through this program, compared to $44.1 million in the three months ended November 30, 2024. This impact was partially offset by the 16% increase in tons shipped mentioned above, as well as a 14% increase in steel products metal margin. Adjusted EBITDA was also impacted due to higher costs due to a planned maintenance outage. The effect of foreign currency translation on adjusted EBITDA was immaterial for the three months ended November 30, 2025.42

Table of Contents

Adjusted EBITDA decreased $2.2 million, or 290%, and decreased $17.1 million, or 64%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. These decreases were primarily driven by changes to the timing of payments from a government assistance program established to offset the indirect costs of rising carbon emissions rights included in energy costs in Poland. We did not receive any payments from this program during the three months ended February 28, 2026 compared to $4.0 million in the corresponding period. During the six months ended February 28, 2026, $15.6 million was received through this program, compared to $48.1 million in the six months ended February 28, 2025. These impacts were partially offset by a 15% and 13% increase in steel products metal margin, respectively, compared to the corresponding periods. The effect of foreign currency translation on adjusted EBITDA was immaterial for the three and six months ended February 28, 2026.

Corporate and Other

	Three Months Ended November 30,
	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)	~~2025~~2026		~~2024~~2025		2026		2025
Adjusted EBITDA loss	$	(5570,~~848~~410)	$	(~~386~~34,~~245~~852)	$	(126,258)	$	(421,097)

Corporate and Other adjusted EBITDA loss ~~decreased~~increased $~~330~~35.4 6 million, or 86102%, during the three months ended ~~November~~February 3028, ~~2025~~2026, ~~compared~~and todecreased ~~the~~$294.8 ~~corresponding~~million, ~~period.~~or ~~The~~70%, ~~year-over-year~~during ~~decrease~~the insix ~~adjusted~~months ~~EBITDA~~ended ~~loss~~February ~~was~~28, ~~due~~2026, compared to athe ~~$350~~corresponding periods.0 ~~million~~The ~~contingent~~adjusted ~~litigation-related~~EBITDA loss ~~related~~includes to the ~~PSG~~recognition ~~litigation~~of ~~recognized~~$20.6 ~~during~~million ~~the~~and ~~three~~$34.0 ~~months~~million ~~ended~~of ~~November~~acquisition ~~30,~~and ~~2024.~~integration ~~For~~related ~~more~~costs ~~information~~related ~~about~~to the ~~contingent~~Foley ~~litigation-related~~and ~~loss~~CP&P Acquisitions, ~~see~~during ~~Note~~the ~~13,~~three ~~Commitments~~ and ~~Contingencies,~~six inmonths ~~Part~~ended IFebruary 28, ~~Item 1~~2026, ~~Financial~~respectively. ~~Statements~~Further, ofvariable ~~this~~incentive ~~Form~~compensation ~~10-Q~~costs increased by $9.9 ~~The~~million ~~adjusted~~and ~~EBITDA~~$16.2 ~~loss~~million during the three and six months ended ~~November 30~~February 28, ~~2025~~2026, ~~includes~~respectively, ~~the~~compared ~~recognition of $13.4 million of acquisition and integration related costs related~~ to ~~CP&P~~the ~~and~~corresponding ~~Foley~~periods. Additionally, ~~labor-related expenses and~~ costs related to information technology increased by $63.3 million and $36.1 million, respectively, during the three and six months ended ~~November~~February 3028, ~~2025~~2026, compared to the corresponding ~~period~~periods. This increase is a result of a planned upgrade to our enterprise resource planning system as well as an ongoing project to optimize our customer relationship management platform.

The year-over-year increase in expenses described above was offset by a $354.7 million contingent litigation-related loss related to the PSG litigation recognized during the six months ended February 28, 2025. For more information about the contingent litigation-related loss, see Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.

LIQUIDITY AND CAPITAL RESOURCES

Table of Contents

Sources of Liquidity and Capital Resources

Our cash flows from operating activities are our principal sources of liquidity and result primarily from sales of products offered by the vertically integrated operations in the North America Steel Group and the Europe Steel Group segments, and products and solutions offered by our Construction Solutions Group segment and related materials and services, as described in Part I, Item 1, Business, of our 2025 Form 10-K.

We have a diverse and generally stable customer base, and regularly maintain a substantial amount of accounts receivable. We actively monitor our accounts receivable and, based on market conditions and customers' financial condition, record allowances when we believe accounts are uncollectible. We use credit insurance internationally to mitigate the risk of customer insolvency. We estimate that the amount of credit-insured or financially assured receivables was approximately 1210% of total receivables at ~~November~~February 3028, ~~2025~~2026.

We use futures and forward contracts to mitigate the risks from fluctuations in commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. See Note 89, Derivatives, in Part I, Item 1, Financial Statements, of this Form 10-Q for further information.

The table below reflects our sources, facilities and availability of liquidity at November 30, 2025. See Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for additional information.43

(in thousands)	Liquidity Sources and Facilities		Availability
Cash and cash equivalents	$	1,023,038	$	1,023,038
Notes due from 2030 to 2035	2,900,000		(1)
Revolver(2)	600,000		599,030
Series 2022 Bonds, due 2047	145,060		—
Series 2025 Bonds, due 2032	150,000		—
Poland credit facilities	164,253		162,144
Poland accounts receivable facility	78,841		78,841

Table of Contents

The table below reflects our sources, facilities and availability of liquidity at February 28, 2026. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for additional information.


(in thousands)	Liquidity Sources and Facilities		Availability
Cash and cash equivalents	$	495,036	$	495,036
Notes due from 2030 to 2035	2,900,000		(1)
Revolver(2)	1,000,000		999,030
Series 2022 Bonds, due 2047	145,060		—
Series 2025 Bonds, due 2032	150,000		—
Poland credit facilities	167,832		165,919
Poland accounts receivable facility	80,559		80,559

__________________________________

(1) We believe we have access to additional financing and refinancing, if needed, although we can make no assurances as to the form or terms of such financing.

(2) In December 2025, we entered into the Third Amendment, which increased the borrowing capacity under the revolving credit facility from $600.0 million to $1.0 billion.

We continually review our capital resources to determine whether we can meet our short and long-term goals. For at least the next twelve months, we anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to maintain operations, make necessary capital expenditures, pay for litigation-related expenses, invest in the development of our fourth micro mill, pay dividends and opportunistically repurchase shares. Additionally, we expect our long-term liquidity position will be sufficient to meet our long-term liquidity needs with cash flows from operations and financing arrangements. However, in the event of changes in business conditions or other developments, including a sustained market deterioration, unanticipated regulatory or legal developments, competitive pressures, or to the extent our liquidity needs prove to be greater than expected or cash generated from operations is less than anticipated, we may need additional liquidity. To the extent we elect to finance our long-term liquidity needs, we believe that the potential financing capital available to us in the future will be sufficient.

We aim to execute a capital allocation strategy that prioritizes both value-accretive growth and competitive cash returns to stockholders. We estimate that our 2026 capital spending will be approximately $~~625~~600 million, driven by the construction costs for facilities located in Berkeley County, West Virginia. We regularly assess our capital spending based on current and expected results and the amount is subject to change.

During the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, we repurchased $3857.92 million and $5098.4 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $~~166~~147.18 million of shares of CMC common stock at ~~November~~February 3028, ~~2025~~2026. See Note 1213, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.

31During the six months ended February 28, 2026 and 2025, we paid $40.0 million and $41.0 million, respectively, of cash dividends to our stockholders.

Our credit arrangements require compliance with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At February 28, 2026, we believe we were in compliance with all covenants contained in our credit arrangements.

As of February 28, 2026 and August 31, 2025, we had no off-balance sheet arrangements that may have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

As described above under "Business Conditions and Developments," we completed the Foley Acquisition and the CP&P Acquisition in December 2025. The Foley Acquisition was funded through a portion of the net proceeds from the issuance of the $2.0 billion aggregate principal amount of the 2033 Notes and the 2035 Notes and the CP&P Acquisition was funded with cash on hand.

As described in Part I, Item 1, Note 14, Commitments and Contingencies, of this Form 10-Q, on November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the U.S. District Court for the Northern District of

Table of Contents

~~During~~California (the ~~three~~"Northern ~~months~~District ~~ended~~Court"), ~~November 30~~in entering its judgment on the verdict, ~~2025~~subsequently trebled as a matter of law. PSG is also entitled to petition for and ~~2024~~recover its attorneys' fees, wecosts ~~paid~~and ~~$20~~post-judgment interest.0 ~~million~~We are confident that we conducted our business appropriately and ~~$20~~intend to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned.6 ~~million,~~Unless ~~respectively~~the verdict and judgment are overturned or the judgment is significantly reduced, ofthe cash ~~dividends~~payments toincurred in connection with this litigation could have a significant impact on our ~~stockholders~~liquidity.

Our credit arrangements require compliance with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At November 30, 2025, we believe we were in compliance with all covenants contained in our credit arrangements.

As of November 30, 2025 and August 31, 2025, we had no off-balance sheet arrangements that may have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

As described above under "Business Conditions and Developments," we completed the CP&P Acquisition and the Foley Acquisition in December 2025. The CP&P Acquisition was funded with cash on hand, and the Foley Acquisition was funded through a portion of the net proceeds from the issuance of the $2.0 billion aggregate principal amount of the 2033 Notes and the 2035 Notes. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were deposited in an escrow account at the closing of the offering and remained in the escrow account as of November 30, 2025. The proceeds were subsequently released in accordance with the terms of the escrow agreement, and a portion was used to facilitate the closing of the Foley Acquisition.

As described in Part 1, Item 1, Note 13, Commitments and Contingencies, of this Form 10-Q, on November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the U.S. District Court for the Northern District of California (the "Northern District Court"), in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG is also entitled to petition for and recover its attorneys' fees, costs and post-judgment interest. We are confident that we conducted our business appropriately and intend to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned. Unless the verdict and judgment are overturned or the judgment is significantly reduced, the cash payments incurred in connection with this litigation would have a significant impact on our liquidity.

Cash Flows

Changes in Operating Assets and Liabilities

During the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026, changes in operating assets and liabilities resulted in a $~~112~~92.59 million ~~reduction~~decrease in cash from operating activities, compared to the corresponding period,. The decrease was primarily due to a $36107.35 million increase in cash used by ~~accounts payable~~inventories, ~~accrued~~reflecting ~~expenses,~~higher ~~and~~materials ~~other payables~~costs, ~~mainly~~stockpiling ~~driven~~in byadvance ~~the timing~~ of ~~accruals~~construction asseason ~~well~~and, asfor ~~certain professional fees associated with~~ the ~~CP&P~~North ~~Acquisition~~Amercia ~~and~~Steel ~~the~~Group, ~~Foley~~planned ~~Acquisition~~outages. InThis ~~addition,~~was wecombined ~~recorded~~with a $5750.04 million year-over-year decrease in cash ~~provided~~from by accounts receivable, primarily driven by the timing of collections and fluctuations in net sales to external customers, ~~with~~as ~~the~~well ~~latter~~as a $22.0 million increase in cash used by other assets and liabilities due to new leases as described in Note 7, Leases, in Part I, Item 1, Financial Statements, of this Form 10-Q. Offsetting these decreases was an $82.9 million increase in cash from accounts payable which is primarily a function of higher inventory costs within North America Steel Group, as well as the ~~Segment~~precast ~~Operating~~platform ~~Data~~which ~~section~~was not included in the corresponding period.

Acquisitions

As previously discussed, we purchased Foley and CP&P during the current quarter and have recognized cash outflows, net of cash acquired, of $2.52 billion related to these transactions. See Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information.

Capital Investments

Capital expenditures increased $743.37 million year-over-year, primarily driven by the construction of our fourth micro mill, in West Virginia.

2033 Notes and 2035 Notes

For the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026, we received ~~net~~ proceeds of $2.0 billion, ~~from~~presented ~~the~~net ~~issuance~~ of ~~the~~$15 ~~2033~~million ~~Notes~~of ~~and~~related ~~2035 Notes~~fees, ~~which~~for ~~were~~net ~~held~~proceeds ~~in escrow as~~ of ~~November 30, 2025~~$1.985 ~~Aggregate~~billion ~~issuance~~from ~~costs~~the ~~associated~~issuance ~~with~~of the 2033 Notes and the 2035 Notes ~~were approximately $5~~.5 ~~million.~~Aggregate Anfees ~~additional~~and ~~$15~~issuance ~~million~~costs ~~in fees~~ associated with the 2033 ~~and 2035~~ Notes, ~~which~~and ~~was contingent upon closing of~~ the ~~acquisition,~~2035 ~~was~~Notes ~~paid~~were inapproximately ~~December~~$6.3 million. See Note 78, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding the 2033 Notes and the 2035 Notes.

Share Repurchases

For the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026, we repurchased $3857.92 million of CMC common stock under our share repurchase program, representing a decrease of $1141.52 million compared to the corresponding period. See Note 1213, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.

CONTRACTUAL OBLIGATIONS

Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for ~~property~~properties and equipment, construction of our fourth micro mill, ~~acquisition-related commitments~~ and other purchase obligations as part of normal operations. ~~Other~~See ~~than~~Note ~~the~~8, ~~commitments~~Credit ~~set~~Arrangements, ~~forth~~ in ~~the~~Part ~~agreements~~I, ~~governing~~Item ~~the~~1, ~~CP&P~~Financial ~~Acquisition~~Statements, ~~and~~of ~~the~~this ~~Foley~~Form ~~Acquisition,~~10-Q ~~the~~for ~~amount~~more ~~and~~information ~~composition~~regarding scheduled maturities of our ~~material~~long-term ~~cash~~debt. ~~commitments~~See ~~have~~Note ~~not~~7, ~~changed~~Leases, ~~materially~~in ~~since~~Part ~~those~~I, ~~disclosed~~Item in1 ~~the~~of ~~2025~~this Form 10-KQ for additional information on leases. Interest payable on our long-term debt due in the twelve months following February 28, 2026, is $169.2 million, and $1.3 billion is due thereafter.

32As of February 28, 2026, our undiscounted purchase obligations were approximately $790 million due in the next twelve months and $410 million due thereafter under purchase orders and "take or pay" arrangements. These purchase obligations include all enforceable, legally binding agreements to purchase goods or services that specify all significant terms, regardless of the duration of the agreement, and exclude agreements with variable terms for which we are unable to estimate the minimum amounts. The "take or pay" arrangements are multi-year commitments with minimum annual purchase requirements and are entered into primarily for purchases of commodities used in operations such as electrodes and natural gas.

Of the purchase obligations due within the twelve months following February 28, 2026, approximately 32% were for consumable production inputs, such as alloys, 19% were for the construction of our fourth micro mill, 15% were for capital expenditures in connection with normal business operations and 9% were for commodities. Of the purchase obligations due

Table of Contents

thereafter, 66% were for commodities and 16% were for investments in information technology. The remainder of the purchase obligations are for goods and services in the normal course of business.

Other Commercial Commitments

We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers require. At ~~November~~February 3028, ~~2025~~2026, we had committed $46.52 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 78, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q).

CONTINGENCIES

In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We have in the past, and may in the future, incur settlements, fines, penalties or judgments in connection with some of these matters. Liabilities and costs associated with litigation-related loss contingencies require estimates and judgments based on our knowledge of the facts and circumstances surrounding each matter and the advice of our legal counsel. We record liabilities for litigation-related losses when a loss is probable, and we can reasonably estimate the amount of the loss. In the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025, the Company reported $~~350~~354.07 million of litigation expense in the condensed consolidated statement of loss, which represents the Company's estimate based on its understanding of the PSG judgment, PSG's attorneys' fees and other related costs, including post-judgment interest. In the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026, the Company reported $3.7.8 million of litigation expense in the condensed consolidated statement of earnings, which primarily represents the Company’s estimate of post-judgment interest on the PSG judgment. These amounts were classified as current liabilities in the condensed consolidated balance sheets because the timing of the potential payment is uncertain. We evaluate the measurement of recorded liabilities each reporting period based on the current facts and circumstances specific to each matter. The ultimate losses incurred upon final resolution of litigation-related loss contingencies may differ materially from the estimated liability recorded at a particular balance sheet date. Changes in estimates are recorded in earnings in the period in which such changes occur. See Note 1314, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on pending litigation and other matters.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to the expected ~~benefits~~performance of ~~the~~our ~~CP&P~~recently ~~Acquisition~~acquired ~~and~~precast ~~the Foley Acquisition~~platform, general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the ability to operate our steel mills at full capacity, particularly during periods of domestic mill start-ups, the future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our Construction Solutions Group segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, capital expenditures, tax credits, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations, the expected capabilities and benefits of new facilities, the anticipated benefits and timeline for execution of our growth plan and initiatives, including our TAG operational and commercial excellence program, and our expectations or beliefs concerning future events. The statements in this report that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans or intentions.

Our forward-looking statements are based on management's expectations and beliefs as of the time this Form 10-Q was filed with the SEC or, with respect to any document incorporated by reference, as of the time such document was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations, among others, include the following:

•changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry;

•rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of downstream contracts within our vertically integrated steel operations due to rising commodity pricing;46

Table of Contents

•excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing;

•the impact of additional steelmaking capacity expected to come online from a number of ongoing electric arc furnace projects in the U.S.;

•the impact of geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global economy, inflation, energy supplies and raw materials;

•increased attention to environmental. social and governance ("ESG") matters, including any targets or other ESG, environmental justice or regulatory initiatives;

•operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments;

•impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations;

•compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions;

•involvement in various environmental matters that may result in fines, penalties or judgments;

•evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities;

•potential limitations in our or our customers' abilities to access credit and non-compliance with their contractual obligations, including payment obligations;

•activity in repurchasing shares of our common stock under our share repurchase program;

•financial and non-financial covenants and restrictions on the operation of our business contained in agreements governing our debt;

•our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions;

•the effects that acquisitions may have on our financial leverage;

•risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third-party consents and approvals;

•lower than expected future levels of revenues and higher than expected future costs;

•failure or inability to implement growth strategies in a timely manner;

•the impact of goodwill or other indefinite-lived intangible asset impairment charges;

•the impact of long-lived asset impairment charges;

•currency fluctuations;

•global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business;

•availability and pricing of electricity, electrodes and natural gas for mill operations;

•our ability to hire and retain key executives and other employees;

•competition from other materials or from competitors that have a lower cost structure or access to greater financial resources;

•information technology interruptions and breaches in security;

•our ability to make necessary capital expenditures;

•availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance;

•unexpected equipment failures;

~~•losses or limited potential gains due to hedging transactions;~~47

Table of Contents

•~~litigation~~losses ~~claims~~or ~~and~~limited ~~settlements,~~potential ~~court~~gains ~~decisions,~~due ~~regulatory rulings and legal compliance risks, including those related~~ to ~~the~~hedging ~~PSG litigation and other legal proceedings discussed in Note 13, Commitments and Contingencies, in Part I, Item 1, Financial Statements and in Part II, Item 1, Legal Proceedings of this Form 10-Q~~transactions;

•litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including those related to the PSG litigation and other legal proceedings discussed in Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements and in Part II, Item 1, Legal Proceedings of this Form 10-Q;

•risk of injury or death to employees, customers or other visitors to our operations; and

•civil unrest, protests and riots.

Refer to the "Risk Factors" disclosed in the section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K for specific information regarding additional risks that would cause actual results to differ from those expressed or implied by these forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. Accordingly, readers of this Form 10-Q are cautioned not to place undue reliance on any forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of ~~November~~February 3028, ~~2025~~2026, the U.S. dollar equivalent of the Company's total gross foreign currency exchange contract commitments increased $3524.09 million, or 139%, compared to August 31, 2025. This increase was primarily due to forward contracts denominated in Polish zloty with a U.S. dollar functional currency, which increased $3117.79 million as of ~~November~~February 3028, ~~2025~~2026, compared to August 31, 2025.

As of ~~November~~February 3028, ~~2025~~2026, the Company's total commodity contract commitments increased $~~124~~135.8 million, or 2830%, compared to August 31, 2025, primarily due to a $~~131~~143.25 million increase related to copper commodity commitments, partially offset by a $7.35 million decrease related to electricity commodity commitments.

There have been no other material changes to the information set forth in Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, included in our 2025 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. This term refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods, and includes controls and procedures designed to ensure that such information is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q, and they have concluded that as of that date, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended ~~November~~February 3028, ~~2025~~2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3548

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On October 30, 2020, plaintiff Pacific Steel Group ("PSG") filed a suit in the U.S. District Court for the Northern District of California (the "Northern District Court") alleging that CMC, CMC Steel Fabricators, Inc. and CMC Steel US, LLC violated the federal and California state antitrust laws and California common law by entering into an exclusivity agreement for certain steel mill equipment manufactured by one of our equipment suppliers. On November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the Northern District Court, in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG is also entitled to petition for and recover its attorneys' fees, costs and post-judgment interest. On December 20, 2024, CMC, CMC Steel Fabricators, Inc. and CMC Steel US, LLC filed a motion with the Northern District Court challenging the jury’s verdict and requesting a new trial. On September 29, 2025, the Northern District Court denied this post-trial motion, upholding the jury’s verdict. We are confident we conducted our business appropriately and intend to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned. On October 24, 2025, the Company filed its notice of appeal. As a trial judgment in favor of PSG was rendered, it was determined that there was a probable and reasonably estimable loss, which was recorded as an expense within the condensed consolidated financial statements. In the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025, we reported $~~350~~354.07 million, of litigation expense in the condensed consolidated statement of loss, which represents the Company's estimates based on its understanding of the PSG judgment, PSG's attorneys' fees and other related costs, including post-judgment interest. In the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026 we reported $3.7.8 million of litigation expense in the condensed consolidated statement of earnings, which primarily represents the Company's estimate of post-judgment interest on the PSG judgment. These amounts were classified as current liabilities in the condensed consolidated balance sheets because the timing of the potential payment is uncertain. All other legal expenses for the three and six months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025 are reported within SG&A expenses. If the verdict and judgment are overturned through the appeals process, the expenses and related liability will be reversed in the same period the verdict and judgment are overturned. Our litigation defense costs are expensed as incurred. Although we are vigorously pursuing a reversal of the jury’s verdict and the judgment, the ultimate resolution is uncertain. Unless the verdict and judgment are overturned or the judgment is significantly reduced, the cash payments incurred in connection with the litigation ~~would~~could have a ~~material~~significant impact on our liquidity.

On March 13, 2022, PSG filed a second suit in the San Diego County Superior Court of California alleging that CMC Steel Fabricators, Inc., CMC Steel US, LLC, and CMC Rebar West (which later merged into CMC Steel Fabricators, Inc.) violated California state antitrust and unfair competition laws by bidding below their costs for rebar furnish-and-install projects in California in order to hamper PSG's ability to win jobs and reduce PSG’s profitability. These allegations were initially brought in PSG's lawsuit in the Northern District Court, but were dismissed without prejudice by the Northern District Court for lack of jurisdiction. This second lawsuit was later removed to the U.S. District Court for the Southern District of California. There, PSG seeks, among other things, a jury trial on its claims in addition to injunctive relief, compensatory damages of approximately $29 million for alleged lost profits, part of which is subject to automatic trebling pursuant to applicable law, plus pre-judgment interest, fees and costs. Fact and expert discovery are substantially complete. On November 12, 2024, CMC Steel Fabricators, Inc., CMC Steel US, LLC and CMC Rebar West filed a motion for summary judgment, which was subsequently denied on September 29, 2025. This ruling does not represent a determination on the merits of the case. As of the date of this Form 10-Q, no trial has been scheduled. We are confident we conducted our business appropriately, believe we have substantial defenses and intend to vigorously defend against PSG's claims. We have not recorded any liability for this matter as we do not believe a loss is probable, and cannot estimate any reasonably possible loss or range of possible loss. It is possible that an unfavorable resolution of this matter could have an adverse effect on our results of operations, financial position or cash flows.

With respect to administrative or judicial proceedings arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, the Company has determined that it will disclose any such proceeding to which a governmental authority is a party if it reasonably believes such proceeding could result in monetary sanctions, exclusive of interest and costs, of at least $1.0 million. The Company believes that this threshold is reasonably designed to result in disclosure of environmental proceedings that are material to the Company's business or financial condition. Applying this threshold, there were no environmental matters to disclose for this period.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of our 2025 Form 10-K.

3649

Table of Contents

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about purchases of equity securities registered by the Company pursuant to Section 12 of the Exchange Act made by the Company or any affiliated purchasers during the quarter ended ~~November~~February 3028, ~~2025~~2026.

Issuer Purchases of Equity Securities(1)
Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs as of the End of Period
September 1, 2025 - September 30, 2025	288,728	$	58.16	288,728	$	188,165,202
December 1, 2025 - December 31, 2025	96,497	$	68.41	96,497	$	159,457,781
October 1, 2025 - October 31, 2025	278,221	58.96		278,221	171,760,277
January 1, 2026 - January 31, 2026	80,617	74.44		80,617	153,456,886
November 1, 2025 - November 30, 2025	96,271	59.22		96,271	166,058,930
February 1, 2026 - February 28, 2026	72,040	79.13		72,040	147,756,150
	663,220			663,220
	249,154			249,154

__________________________________

(1) On October 13, 2021, the Company announced that the Board authorized a share repurchase program under which the Company may repurchase up to $350.0 million of the Company's outstanding common stock. On January 10, 2024, the Company announced that the Board authorized a $500.0 million increase to the existing share repurchase program. The share repurchase program does not require the Company to purchase any dollar amount or number of shares of CMC common stock and may be modified, suspended, extended or terminated by the Company at any time without prior notice. See Note 1213, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~During~~Except as set forth below, during the three months ended ~~November~~February 3028, ~~2025~~2026, none of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On January 8, 2026, Jody Absher, Senior Vice President, Chief Legal Officer and Corporate Secretary, adopted a Rule 10b5-1 trading arrangement (the “Absher 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The Absher 10b5-1 Plan provides for the sale of up to 19,668 shares of common stock during the period beginning on the later of (i) April 8, 2026, and (ii) the third trading day following the filing of the Company's quarterly report on Form 10-Q for the quarter ended February 28, 2026, and ending April 30, 2027, subject to earlier termination in accordance with the terms of the Absher 10b5-1 Plan and applicable laws, rules and regulations.

ITEM 6. EXHIBITS

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, certain long-term debt instruments are omitted because the total amount of securities authorized thereunder does not exceed 10% of the total assets of CMC and its subsidiaries on a consolidated basis. The Company agrees to furnish copies of such instruments to the SEC upon its request.

2.1†

Equity Purchase Agreement, dated September 17, 2025, by and among Commercial Metals Company, Concrete Pipe & Precast, LLC, Eagle Corporation and ECPP, LLC (filed as Exhibit 2.1 to Commercial Metals Company’s Annual Report on Form 10-K dated October 16, 2025 and incorporated herein by reference).

2.2†

Securities Purchase Agreement, dated as of October 15, 2025, by and among Commercial Metals Company, The Concrete Company, OCM SSF II Foley Holdings, LP, FPC Holdco, LLC, OCM SSF II Foley Blocker, LLC and the sellers identified on the signature pages thereto (filed as Exhibit 2.1 to Commercial Metals Company’s Current Report on Form 8-K dated October 16, 2025 and incorporated herein by reference).

3.1(a)

Restated Certificate of Incorporation dated March 2, 1989 (filed as Exhibit 3(i) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).

Table of Contents

2.1†

2.2†

3.1(a)

3.1(b)

Certificate of Amendment of Restated Certificate of Incorporation dated February 1, 1994 (filed as Exhibit 3(i)(a) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).

3.1(c)

Certificate of Amendment of Restated Certificate of Incorporation dated February 17, 1995 (filed as Exhibit 3(i)(b) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).

3.1(d)

Certificate of Amendment of Restated Certificate of Incorporation dated January 30, 2004 (filed as Exhibit 3(i)(d) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2004 and incorporated herein by reference).

3.1(e)

Certificate of Amendment of Restated Certificate of Incorporation dated January 26, 2006 (filed as Exhibit 3(i) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2006 and incorporated herein by reference).

3.1(f)

Certificate of Designation, Preferences and Rights of Series A Preferred Stock (filed as Exhibit 2 to Commercial Metals Company's Form 8-A filed August 3, 1999 and incorporated herein by reference).

3.2

Amended and Restated Bylaws (filed as Exhibit 3.1 to Commercial Metals Company's Current Report on Form 8-K dated June 21, 2022 and incorporated herein by reference).

4.1

Seventh Supplemental Indenture, dated November 26, 2025, by and between Commercial Metals Company and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Company’s Current Report on Form 8-K dated November 26, 2025 and incorporated herein by reference).

10.1†

Third Amendment and Commitment Increase to Sixth Amended and Restated Credit Agreement, dated December 17, 2025, by and among Commercial Metals Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to Commercial Metals Company’s Current Report on Form 8-K dated December 17, 2025 and incorporated herein by reference).

4.2

Eighth Supplemental Indenture, dated November 26, 2025, by and between Commercial Metals Company and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.2 to Commercial Metals Company’s Current Report on Form 8-K dated November 26, 2025 and incorporated herein by reference).

10.2

Terms and Conditions of Employment effective as of December 15, 2025, between Commercial Metals Company and Keith Haas (filed herewith).

4.3

Form of 5.75% Senior Note due 2033 (filed as Exhibit 4.3 to Commercial Metals Company’s Current Report on Form 8-K dated November 26, 2025 and incorporated herein by reference).

4.4

Form of 6.00% Senior Note due 2035 (filed as Exhibit 4.4 to Commercial Metals Company’s Current Report on Form 8-K dated November 26, 2025 and incorporated herein by reference).

10.1†

Limited Consent and Second Amendment to Sixth Amended and Restated Credit Agreement, dated October 31, 2025, by and among Commercial Metals Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to Commercial Metals Company’s Current Report on Form 8-K dated November 5, 2025 and incorporated herein by reference).

10.2†

10.3

Amended and Restated Commercial Metals Company 2013 Cash Incentive Plan effective September 1, 2025 (filed as Exhibit 10(ii)(e) to Commercial Metals Company’s Annual Report on Form 10-K dated October 16, 2025 and incorporated herein by reference).

10.4

Form of Restricted Stock Unit Award Agreement (filed as Exhibit 10(ii)(n) to Commercial Metals Company’s Annual Report on Form 10-K dated October 16, 2025 and incorporated herein by reference).

10.5

Form of Performance Award Agreement (filed as Exhibit 10(ii)(o) to Commercial Metals Company’s Annual Report on Form 10-K dated October 16, 2025 and incorporated herein by reference).

31.1

Certification of Peter R. Matt, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section 302 to the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2

Certification of Paul J. Lawrence, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1

Certification of Peter R. Matt, President and Chief Executive Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2

Certification of Paul J. Lawrence, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS

Inline XBRL Instance Document (filed herewith).

101.SCH

Inline XBRL Taxonomy Extension Schema Document (filed herewith).

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

104

Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).

Table of Contents

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

104

Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5), and the Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

3951

Table of Contents

SIGNATURE

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.

			COMMERCIAL METALS COMPANY
January 8, 2026			/s/ Paul J. Lawrence
March 31, 2026			/s/ Paul J. Lawrence
			Paul J. Lawrence
			Senior Vice President and Chief Financial Officer
			(Duly authorized officer and principal financial officer of the registrant)

4052

Filing Compare · COMMERCIAL METALS Co