UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 15, 2025

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-4304

75-0725338

(Commission

File Number)

(IRS Employer

Identification No.)

6565 N. MacArthur Blvd.

Irving, Texas

75039

(Address of Principal Executive Offices)

(Zip Code)

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

NYSE

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

Emerging growth company ☐

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

Introductory Note

On December 15, 2025, Commercial Metals Company (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the completion of the Company’s acquisition of all the issued and outstanding equity securities of the entities that own Foley Products Company, LLC (“Foley” and such transaction, the “Acquisition”).

This Current Report on Form 8-K/A (this “Amendment”) amends the Original Form 8-K to provide the historical financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which were omitted from the Original Form 8-K as permitted by paragraphs (a)(3) and (b)(2) of Item 9.01 of Form 8-K.

The presentation of the Target Financial Statements (as defined below), including the level of detail provided therein, is not necessarily indicative of how the Company intends to present its financial results in the future. The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had it completed the Acquisition prior to the periods presented in the pro forma financial information, and it is not intended as a projection of the future results of operations that the Company may achieve after the Acquisition. No other amendments are being made to the Original Form 8-K by this Amendment. This Amendment should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Acquisition.

Item 9.01

Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired

The (i) audited consolidated financial statements of Foley and accompanying notes related thereto as of and for the year ended December 31, 2024 are filed herewith as Exhibit 99.1 and (ii) unaudited consolidated financial statements of Foley for the nine months ended September 30, 2025 are filed herewith as Exhibit 99.2 (together, the “Target Financial Statements”).

(b) Pro forma financial information

The unaudited pro forma condensed combined balance sheet of the Company as of August 31, 2025, the unaudited pro forma condensed combined statement of earnings for the fiscal year ended August 31, 2025 and the accompanying notes related thereto are filed herewith as Exhibit 99.3 and are incorporated by reference herein.


(d)		Exhibits

23.1		Consent of Grant Thornton LLP, Independent Certified Public Accountants.

99.1		Audited consolidated financial statements of Foley Products Company, LLC and accompanying notes related thereto as of and for the year ended December 31, 2024.

99.2		Unaudited interim consolidated financial statements of Foley Products Company, LLC and accompanying notes related thereto as of and for the nine months ended September 30, 2025.

99.3		Unaudited pro forma condensed combined financial information of Commercial Metals Company and accompanying notes related thereto as of and for the fiscal year ended August 31, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

COMMERCIAL METALS COMPANY

Date: February 19, 2026

/s/ Paul J. Lawrence

Paul J. Lawrence

Senior Vice President and Chief Financial Officer

COMMERCIAL METALS Co 8-K/A