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 February 28, 2026

OR

☐    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 March 25, 2026, 110,887,384 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 and six months ended February 28, 2026 and 2025	3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - Three and six months ended February 28, 2026 and 2025	4
Condensed Consolidated Balance Sheets (Unaudited) - February 28, 2026 and August 31, 2025	5
Condensed Consolidated Statements of Cash Flows (Unaudited) - Six months ended February 28, 2026 and 2025	6
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)	10
Note 1. Nature of Operations and Significant Accounting Policies	10
Note 2. Acquisitions	11
Note 3. Accumulated Other Comprehensive Loss	17
Note 4. Revenue Recognition	18
Note 5. Inventories, Net	18
Note 6. Goodwill and Other Intangibles	19
Note 7. Leases	20
Note8. Credit Arrangements	23
Note9. Derivatives	24
Note10. Fair Value	25
Note 11. Income Tax	27
Note 12. Stock-Based Compensation Plans	28
Note 13. Stockholders' Equity and Earnings (Loss) Per Share	29
Note 14. Commitments and Contingencies	29
Note 15. Segment Information	30
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures About Market Risk	48
Item 4. Controls and Procedures	48
PART II — OTHER INFORMATION	49
Item 1. Legal Proceedings	49
Item 1A. Risk Factors	49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3. Defaults Upon Senior Securities	50
Item 4. Mine Safety Disclosures	50
Item 5. Other Information	50
Item 6. Exhibits	50
Signature	52

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COMMERCIAL METALS COMPANY AND SUBSIDIARIES<br><br>CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (UNAUDITED)
	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands, except share and per share data)	2026		2025		2026		2025
Net sales	$	2,132,018	$	1,754,376	$	4,252,325	$	3,663,978
Costs and operating expenses:
Cost of goods sold	1,744,113		1,534,829		3,457,282		3,136,551
Selling, general and administrative expenses	233,170		167,560		428,790		345,418
Interest expense	40,928		11,167		65,776		22,489
Litigation expense	4,067		4,720		7,802		354,720
Net costs and operating expenses	2,022,278		1,718,276		3,959,650		3,859,178
Earnings (loss) before income taxes	109,740		36,100		292,675		(195,200)
Income tax expense (benefit)	16,708		10,627		22,361		(44,955)
Net earnings (loss)	$	93,032	$	25,473	$	270,314	$	(150,245)
Earnings (loss) per share:
Basic	$	0.84	$	0.22	$	2.43	$	(1.32)
Diluted	0.83		0.22		2.41		(1.32)
Average basic shares outstanding	110,960,062		113,564,436		111,014,543		113,811,675
Average diluted shares outstanding	111,917,954		114,510,293		112,154,279		113,811,675

See notes to condensed consolidated financial statements.

Table of Contents

COMMERCIAL METALS COMPANY AND SUBSIDIARIES<br><br>CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)	2026		2025		2026		2025
Net earnings (loss)	$	93,032	$	25,473	$	270,314	$	(150,245)
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	19,573		2,653		17,148		(32,304)
Derivatives:
Net unrealized holding gain	5,030		22,695		7,863		23,115
Reclassification for realized gain	(5,114)		(2,472)		(7,463)		(3,828)
Net unrealized gain (loss) on derivatives	(84)		20,223		400		19,287
Net other comprehensive loss on defined benefit pension plan	(25)		(10)		(50)		(20)
Total other comprehensive income (loss), net of income taxes	19,464		22,866		17,498		(13,037)
Comprehensive income (loss)	$	112,496	$	48,339	$	287,812	$	(163,282)

See notes to condensed consolidated financial statements.

Table of Contents

COMMERCIAL METALS COMPANY AND SUBSIDIARIES<br><br>CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data)	February 28, 2026		August 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	495,036	$	1,043,252
Restricted cash	8,594		2,652
Accounts receivable (less allowance for doubtful accounts of $4,920 and $3,186)	1,278,653		1,201,680
Inventories, net	1,143,640		934,310
Prepaid and other current assets	335,544		312,924
Total current assets	3,261,467		3,494,818
Property, plant and equipment, net	3,253,482		2,742,773
Intangible assets, net	496,011		210,815
Goodwill	2,134,724		386,846
Other noncurrent assets	415,909		336,582
Total assets	$	9,561,593	$	7,171,834
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	456,025	$	358,373
Accrued contingent litigation-related loss	369,700		362,272
Other accrued expenses and payables	489,757		493,879
Current maturities of long-term debt	52,621		44,289
Total current liabilities	1,368,103		1,258,813
Deferred income taxes	198,804		184,645
Other noncurrent liabilities	278,347		225,044
Long-term debt	3,309,895		1,310,006
Total liabilities	5,155,149		2,978,508
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 110,969,052 and 111,189,136 shares	1,290		1,290
Additional paid-in capital	406,703		406,916
Accumulated other comprehensive loss	(7,753)		(25,251)
Retained earnings	4,737,460		4,507,114
Less treasury stock 18,091,612 and 17,871,528 shares at cost	(731,516)		(697,003)
Stockholders' equity	4,406,184		4,193,066
Stockholders' equity attributable to non-controlling interests	260		260
Total stockholders' equity	4,406,444		4,193,326
Total liabilities and stockholders' equity	$	9,561,593	$	7,171,834

See notes to condensed consolidated financial statements.

Table of Contents

COMMERCIAL METALS COMPANY AND SUBSIDIARIES<br>CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Six Months Ended February 28,
(in thousands)	2026		2025
Cash flows from (used by) operating activities:
Net earnings (loss)	$	270,314	$	(150,245)
Adjustments to reconcile net earnings (loss) to cash flows from operating activities:
Depreciation and amortization	175,289		141,021
Write-off of committed financing fees	11,563		—
Stock-based compensation	26,042		18,270
Write-down of inventory	2,818		15,735
Unrealized loss on undesignated commodity hedges	6,084		6,110
Unrealized loss (gain) on undesignated foreign exchange hedges	925		(3,922)
Deferred income taxes and other long-term taxes	3,402		(95,090)
Litigation expense	7,802		354,720
Other	2,565		2,325
Changes in operating assets and liabilities	(136,348)		(43,459)
Net cash flows from operating activities	370,456		245,465
Cash flows from (used by) investing activities:
Acquisitions, net of cash acquired	(2,516,079)		—
Capital expenditures	(248,132)		(204,454)
Proceeds from government assistance related to property, plant and equipment	—		25,000
Proceeds from the sale of property, plant and equipment	2,179		5,270
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	1,985,000		—
Repayments of long-term debt	(21,207)		(20,241)
Debt issuance costs	(8,476)		(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	(57,203)		(98,433)
Tax withholdings related to share settlements, net of purchase plans	(5,693)		(10,256)
Dividends	(39,968)		(40,981)
Net cash flows from (used by) financing activities	1,840,890		(169,949)
Effect of exchange rate changes on cash	836		(501)
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	$	503,630	$	759,426

See notes to condensed consolidated financial statements.

Table of Contents

Supplemental information:	Six Months Ended February 28,
(in thousands)	2026		2025
Cash paid for income taxes	$	25,474	$	59,861
Cash paid for interest	28,775		25,277
Noncash activities:
Liabilities related to additions of property, plant and equipment	$	56,068	$	15,637
Cash and cash equivalents	$	495,036	$	758,403
Restricted cash	8,594		1,023
Total cash, restricted cash and cash equivalents	$	503,630	$	759,426

Table of Contents

COMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
									Treasury Stock
(in thousands, except share and per share data)	Amount		Additional Paid-In<br>Capital		Accumulated Other Comprehensive Loss		Retained<br>Earnings		Number of<br>Shares	Amount		Non-controlling<br>Interest		Total
Balance, December 1, 2025	$	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	$	1,290	$	406,703	$	(7,753)	$	4,737,460	(18,091,612)	$	(731,516)	$	260	$	4,406,444
									Treasury Stock
(in thousands, except share and per share data)	Amount		Additional Paid-In<br>Capital		Accumulated Other Comprehensive Loss		Retained<br>Earnings		Number of<br>Shares	Amount		Non-controlling<br>Interest		Total
Balance, September 1, 2025	$	1,290	$	406,916	$	(25,251)	$	4,507,114	(17,871,528)	$	(697,003)	$	260	$	4,193,326
Net earnings							270,314							270,314
Other comprehensive income					17,498									17,498
Dividends (0.36 per share)							(39,968)							(39,968)
Treasury stock acquired and excise tax									(912,374)	(57,322)				(57,322)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes and other			(28,502)						692,290	22,809				(5,693)
Stock-based compensation			20,411											20,411
Reclassification of share-based liability awards			7,878											7,878
Balance, February 28, 2026	$	1,290	$	406,703	$	(7,753)	$	4,737,460	(18,091,612)	$	(731,516)	$	260	$	4,406,444

All values are in US Dollars.

Table of Contents

									Treasury Stock
(in thousands, except share and per share data)	Amount		Additional Paid-In<br>Capital		Accumulated<br>Other Comprehensive<br>Income (Loss)		Retained<br>Earnings		Number of<br>Shares	Amount		Non-controlling<br>Interest		Total
Balance, December 1, 2024	$	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	$	1,290	$	392,965	$	(98,989)	$	4,312,659	(15,799,814)	$	(595,999)	$	248	$	4,012,174
									Treasury Stock
(in thousands, except share and per share data)	Amount		Additional Paid-In<br>Capital		Accumulated<br>Other Comprehensive<br>Loss		Retained<br>Earnings		Number of<br>Shares	Amount		Non-controlling<br>Interest		Total
Balance, September 1, 2024	$	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	$	1,290	$	392,965	$	(98,989)	$	4,312,659	(15,799,814)	$	(595,999)	$	248	$	4,012,174

All values are in US Dollars.

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 February 28, 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 February 28, 2026 ("Form 10-Q") to the "corresponding period" relates to the relevant three or six months ended February 28, 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 a leading provider of early-stage construction solutions that support the foundational phases of modern infrastructure and building projects. Through an extensive manufacturing network primarily located in the United States and Central Europe, with strategic operations in the United Kingdom, Europe and Asia, CMC serves infrastructure, non-residential, residential, industrial and energy markets. While often unseen, CMC’s products are essential to highways, bridges, airports, commercial buildings and other critical structures that support everyday life.

During the first quarter of 2026, CMC announced the acquisitions of Foley and CP&P (each as defined in Note 2, Acquisitions, below), which resulted in the creation of CMC's precast 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 does not expect this guidance to have a significant impact on its consolidated financial statements and related disclosures.

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 does not expect 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 six months ended February 28, 2026, government assistance of $15.6 million, compared to $48.1 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. 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.

During the quarter ended February 28, 2026, we acquired two businesses in the precast concrete industry. Precast concrete and concrete pipe products (together, "precast platform") are construction components formed by pouring concrete into a reusable mold that contains steel reinforcement, then curing it in a controlled manufacturing environment. The component is then transported in its final form to a construction site for installation. This process produces durable, ready-to-use components of reliable quality that can be installed quickly, saving time and requiring less labor than pour-in-place techniques. The precast platform provides mission-critical applications often for site infrastructure such as utility connections, water supply and stormwater management.

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 8, Credit Arrangements.

Additionally, the Company completed the acquisition of all of the issued and outstanding equity 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.

See below for details regarding the fair values of assets acquired and liabilities assumed, including intangible assets and goodwill, as a result of these business combinations.

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

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 Foley Acquisition Date.

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 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)	17,148		7,863		(50)		24,961
Reclassification for gain(2)	—		(7,463)		—		(7,463)
Net other comprehensive income (loss)	17,148		400		(50)		17,498
Balance, February 28, 2026	$	(11,774)	$	15,393	$	(11,372)	$	(7,753)			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)	(32,304)		23,115		(20)		(9,209)
Reclassification for gain(2)	—		(3,828)		—		(3,828)
Net other comprehensive income (loss)	(32,304)		19,287		(20)		(13,037)
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 income tax expense of $1.1 million and $1.8 million for the three and six months ended February 28, 2026, respectively, and 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 15, 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 six 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.

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

(in thousands)	February 28, 2026		August 31, 2025
Contract assets (included in accounts receivable)	$	86,108	$	108,570
Contract liabilities (included in other accrued expenses and payables)	19,414		21,631

The amount of revenue reclassified from August 31, 2025 contract liabilities during the six months ended February 28, 2026 was approximately $19.9 million.

Remaining Performance Obligations

As of February 28, 2026, revenue totaling $807.0 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 69% of the remaining performance obligations will be recognized in the twelve months following February 28, 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)	February 28, 2026		August 31, 2025
Raw materials	$	244,548	$	204,945
Work in process	3,141		4,165
Finished goods	895,951		725,200
Total	$	1,143,640	$	934,310

As of February 28, 2026 and 2025, the inventory valuation reserve was $2.8 million and $15.7 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).

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	—		223		94		317
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, 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	—		223		91		314
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)	February 28, 2026		August 31, 2025
Trade names	$	54,978	$	54,813
In-process research and development	2,400		2,400
Non-compete agreements	750		750
Total	$	58,128	$	57,963

The change in the balance of indefinite-lived intangible assets from August 31, 2025 to February 28, 2026 was due to foreign currency translation adjustments.

Table of Contents

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

	February 28, 2026						August 31, 2025
(in thousands)	Gross<br>Carrying Amount		Accumulated Amortization		Net		Gross<br>Carrying Amount		Accumulated Amortization		Net
Developed technologies	$	154,096	$	69,406	$	84,690	$	153,844	$	60,882	$	92,962
Customer relationships	307,589		34,145		273,444		75,304		24,663		50,641
Patents	9,849		7,458		2,391		9,111		7,338		1,773
Lease rights	6,943		1,268		5,675		6,804		1,200		5,604
Trade names	12,811		2,420		10,391		3,560		1,823		1,737
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 $29.9 million and $36.5 million in the three and six months ended February 28, 2026, respectively, of which $22.0 million and $26.1 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	$	65,109
2027	72,959
2028	49,334
2029	44,659
2030	43,294

NOTE 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

CP&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.

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. As 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 February 28, 2026	February 28, 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	4.906%	10,508		10,108
Finance leases	5.128%	186,453		158,917
Total debt		3,392,021		1,364,085
Less unamortized debt issuance costs		(33,672)		(14,051)
Plus unamortized bond premium		4,167		4,261
Total amounts outstanding		3,362,516		1,354,295
Less current maturities of long-term debt		(52,621)		(44,289)
Long-term debt		$	3,309,895	$	1,310,006

The Company's credit arrangements require compliance with certain covenants, including interest coverage and debt to capitalization ratios, and as of February 28, 2026, the Company was in compliance with all financial covenants.

Capitalized interest was $5.0 million and $8.9 million during the three and six months ended February 28, 2026, respectively, compared to $2.4 million and $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"). 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 used to facilitate the closing of the Foley Acquisition. Aggregate fees and issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $15.8 million and $21.3 million for the three and six months ended February 28, 2026, respectively. Prior quarter amounts included rating agency and legal fees whereas current quarter amounts relate to additional fees associated with the 2033 Notes and the 2035 Notes that were conditional on the closing of the Foley Acquisition. For more information on the Foley Acquisition, see Note 2, 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

The Company 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 the Company (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 below), the Company amended and restated the

Table of Contents

Commitment Letter to eliminate the Backstop Facility. On December 15, 2025, the Commitment Letter terminated in connection with the closing of the Foley Acquisition.

On October 31, 2025, the Company entered into the Limited Consent and Second Amendment (the "Second Amendment") to the Sixth Amended and Restated Credit Agreement (as amended from time to time, the "Credit Agreement"), which, among other things, permitted the Bridge Facility, and 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, 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 $600.0 million to $1.0 billion and extended the maturity date from October 26, 2029 to December 17, 2030. The Company had no amounts drawn under the Revolver at February 28, 2026 or August 31, 2025. The availability under the Revolver was reduced by outstanding standby letters of credit totaling $1.0 million at both February 28, 2026 and August 31, 2025.

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 February 28, 2026 and August 31, 2025, equivalent to $80.6 million and $78.9 million, respectively. The Company had no advance payments outstanding under the Poland accounts receivable facility as of February 28, 2026 or August 31, 2025.

NOTE 9. DERIVATIVES

As of February 28, 2026 and August 31, 2025, the notional values of the Company's commodity contract commitments were $589.2 million and $453.4 million, respectively, and the notional values of the Company's foreign currency contract commitments were $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	5,082	MT
Copper	Short	11,730	MT
Electricity	Long	2,695,000	MW(h)
Natural Gas	Long	4,762,000	MMBtu

__________________________________

MT = Metric ton

MW(h) = Megawatt hour

MMBtu = Million British thermal 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	February 28, 2026		August 31, 2025
Derivative assets:
Commodity	Prepaid and other current assets	$	12,283	$	14,957
Commodity	Other noncurrent assets	44,899		43,944
Foreign exchange	Prepaid and other current assets	3,936		4,809
Derivative liabilities:
Commodity	Other accrued expenses and payables	$	5,715	$	282
Commodity	Other noncurrent liabilities	465		—
Foreign exchange	Other accrued expenses and payables	873		809
Foreign exchange	Other noncurrent liabilities	—		12

Table of Contents

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.

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 February 28,						Six Months Ended February 28,
	2026			2025			2026			2025
Commodity		$	5,029		$	22,690		$	7,861		$	23,102
Foreign exchange		1			5			2			13
Gain on Derivatives Designated as Cash Flow Hedging Instruments Reclassified from AOCL into Net Earnings (Loss) (in thousands)				Three Months Ended February 28,						Six Months Ended February 28,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Primary Location		2026			2025			2026			2025
Commodity		Cost of goods sold		$	6,344		$	2,998		$	9,222		$	4,571
Foreign exchange		SG&A expenses		9			42			15			107

The Company's natural gas and electricity commodity derivatives accounted for as cash flow hedging instruments have maturities extending to February 2029 and December 2034, respectively. Included in the AOCL balance as of February 28, 2026 was an estimated net gain of $10.6 million from cash flow hedging instruments that is expected to be reclassified into net earnings (loss) within the twelve months following February 28, 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 10, Fair Value, for the fair value of derivative instruments recorded in the condensed consolidated balance sheets.

NOTE 10. 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 9, Derivatives.

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 February 28, 2026:
Assets:
Investment deposit accounts(1)	$	355,109	$	355,109	$	—	$	—
Commodity derivative assets	57,182		1,001		—		56,181
Foreign exchange derivative assets	3,936		—		3,936		—
Liabilities:
Commodity derivative liabilities	6,180		6,180		—		—
Foreign exchange derivative liabilities	873		—		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 February 28, 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
February 28, 2026	346	628	450
August 31, 2025	346	563	436

Table of Contents

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 and six months ended February 28, 2026 and 2025.

(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, 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 February 28, 2026 or 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 February 28, 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 11. INCOME TAX

The Company’s effective income tax rates for the three and six months ended February 28, 2026 were 15.2% and 7.6%, respectively, compared to the 29.4% and 23.0% 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.

Table of 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 six months ended February 28, 2026 is as follows:

	Shares	Weighted Average<br>Fair Value
Outstanding as of August 31, 2025	1,369,205	$	50.37
Granted	752,865	63.91
Vested	(754,967)	48.43
Forfeited	(28,677)	53.75
Outstanding as of February 28, 2026	1,338,426	$	59.01

The Company granted 107,771 equivalent shares in the form of restricted stock units and performance stock units accounted for as liability awards during the six months ended February 28, 2026. As of February 28, 2026, the Company had outstanding 269,157 equivalent shares accounted for under the liability method. The Company expects 257,178 equivalent shares to vest.

Total 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 ofContents

NOTE 13. 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 February 28,				Six Months Ended February 28,
(in thousands, except share and per share data)	2026		2025		2026		2025
Net earnings (loss)	$	93,032	$	25,473	$	270,314	$	(150,245)
Average basic shares outstanding	110,960,062		113,564,436		111,014,543		113,811,675
Effect of dilutive securities	957,892		945,857		1,139,736		—
Average diluted shares outstanding	111,917,954		114,510,293		112,154,279		113,811,675
Earnings (loss) per share:
Basic	$	0.84	$	0.22	$	2.43	$	(1.32)
Diluted	0.83		0.22		2.41		(1.32)

For all periods presented except for the six months ended February 28, 2025, the Company had immaterial anti-dilutive shares, which were not included in the computation of average diluted shares outstanding. For the six months ended February 28, 2025, the Company had 1,270,113 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 February 28, 2026, the Company repurchased 249,154 and 912,374 shares of CMC common stock, respectively, at an average purchase price of $73.46 and $62.70 per share, respectively. Under the share repurchase program, the Company had remaining authorization to repurchase $147.8 million of shares of CMC common stock as of February 28, 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 14. 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 six months ended February 28, 2025, the Company reported $354.7 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 six months ended February 28, 2026, the Company reported $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

Table of Contents

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 could have a 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 February 28, 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 $3.4 million at both February 28, 2026 and August 31, 2025, of which $1.9 million were classified as other noncurrent liabilities in both 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 15. 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 unrealized gains and losses on undesignated commodity hedges.

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 herein as well as 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.

Table of Contents

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

	Three Months Ended February 28, 2026
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Total
Net sales to external customers:	$	1,608,321	$	314,425	$	200,014	$	2,122,760
Intersegment net sales	24,171		8,675		804		33,650
	$	1,632,492	$	323,100	$	200,818	$	2,156,410
Reconciliation of net sales:
Corporate and Other, excluding eliminations							9,258
Eliminations							(33,650)
Total consolidated net sales							$	2,132,018
Less:
Cost of goods sold	1,326,322		246,918		204,106
Selling, general and administrative expenses	85,769		62,691		7,169
Add:
Depreciation and amortization(1)	51,252		39,929		9,029
Unrealized gain on undesignated commodity hedges(1)	(1,979)		—		—
Adjusted EBITDA reportable segments	$	269,674	$	53,420	$	(1,428)	$	321,666
Reconciliation of profit or loss
Interest expense							40,928
Depreciation and amortization							102,567
Unrealized gain on undesignated commodity hedges							(1,979)
Corporate and Other expenses							70,410
Earnings before income taxes							$	109,740
Capital expenditures	94,609		15,433		11,055

__________________________________

(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.

Table of Contents

	Three Months Ended February 28, 2025
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Total
Net sales to external customers:	$	1,386,848	$	158,864	$	198,029	$	1,743,741
Intersegment net sales	16,498		13,253		619		30,370
	$	1,403,346	$	172,117	$	198,648	$	1,774,111
Reconciliation of net sales:
Corporate and Other, excluding eliminations							10,635
Eliminations							(30,370)
Total consolidated net sales							$	1,754,376
Less:
Cost of goods sold	1,242,746		120,638		200,895
Selling, general and administrative expenses	81,218		38,824		5,210
Add:
Depreciation and amortization(1)	49,053		10,864		8,206
Unrealized loss on undesignated commodity hedges(1)	8,136		—		—
Asset impairments	383		—		3
Adjusted EBITDA reportable segments	$	136,954	$	23,519	$	752	$	161,225
Reconciliation of profit or loss
Interest expense							11,167
Depreciation and amortization							70,584
Asset impairments							386
Unrealized loss on undesignated commodity hedges							8,136
Corporate and Other expenses							34,852
Earnings before income taxes							$	36,100
Capital expenditures	$	64,217	$	11,948	$	9,668

__________________________________

(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.

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 February 28, 2026
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Corporate and Other		Total
Major product:
Raw materials	$	357,548	$	—	$	5,265	$	—	$	362,813
Steel products	670,831		—		166,083		—		836,914
Downstream products	505,260		37,453		19,507		—		562,220
Precast products	—		141,604		—		—		141,604
Construction products	—		78,371		—		—		78,371
Ground stabilization solutions	—		49,882		—		—		49,882
Other	74,682		7,115		9,159		9,258		100,214
Net sales to external customers	1,608,321		314,425		200,014		9,258		2,132,018
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

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.

Any 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

February 28, 2026, as applicable. 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”). 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 used to facilitate the closing of the Foley Acquisition (as defined below). Aggregate fees and issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $15.8 million and $21.3 million for the three and six months ended February 28, 2026, respectively. Prior quarter amounts included rating agency and legal fees whereas current quarter amounts related to additional fees associated with the 2033 Notes and the 2035 Notes that were conditional on the closing of the Foley Acquisition.

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 are 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.

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 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.

Table of Contents

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. Construction of structural components for multiple process buildings is substantially complete and equipment installation is ongoing. Several key milestones for utility infrastructure have been 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 has provided 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. 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 U.S. domestic rebar industry, and thus the 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 Bulgaria, 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.

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 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 2026 tax return and has included the estimated impact in the financial statements beginning in 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

CMC is a leading provider of early-stage construction solutions that support the foundational phases of modern infrastructure and building projects. Through an extensive manufacturing network primarily located in the United States and Central Europe, with strategic operations in the United Kingdom, Europe and Asia, CMC serves infrastructure, non-residential, residential, industrial and energy markets. While often unseen, CMC’s products are essential to highways, bridges, airports, commercial buildings and other critical structures that support everyday life. Our operations are conducted through three reportable segments: North America Steel Group, Construction Solutions Group and Europe Steel Group.

During the first quarter of 2026, we announced the acquisitions of Foley and CP&P, which resulted in the creation of our precast 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 unrealized gains and losses on undesignated commodity hedges.

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.

Table of Contents

Financial Results Overview

	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands, except per share data)	2026		2025		2026		2025
Net sales	$	2,132,018	$	1,754,376	$	4,252,325	$	3,663,978
Net earnings (loss)	93,032		25,473		270,314		(150,245)
Diluted earnings (loss) per share	$	0.83	$	0.22	$	2.41	$	(1.32)

Net sales increased $377.6 million, or 22%, for the three months ended February 28, 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.

During the 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 in the three months ended February 28, 2026, compared to the corresponding period, was primarily due to expansion 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 $268.0 million, net of estimated tax, associated with a contingent litigation-related loss recognized in the six months ended February 28, 2025 resulting in a net loss in the corresponding period.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses increased $65.6 million and $83.4 million during the three and six months ended February 28, 2026, respectively, compared to the corresponding period. The increases were primarily driven by employee-related costs which increased by $30.4 million and $37.7 million, respectively, compared to the corresponding periods due to increased SG&A as a result of the Foley and CP&P Acquisitions, as well as higher variable incentive compensation costs. Further, transaction expenses of $20.6 million and $34.0 million related to the Foley and CP&P Acquisitions were incurred during the three and six months ended February 28, 2026, respectively, with no such expenses in the corresponding periods. Intangible asset amortization increased by $5.4 million, during each of the three and six months ended February 28, 2026, respectively, as a result of the inclusion of new intangible assets from the Foley and CP&P Acquisitions. Information technology costs increased by $3.3 million and $6.1 million, during the three and six months ended February 28, 2026, respectively, compared to the corresponding period, as 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.

Interest Expense

Interest expense increased by $29.8 million and $43.3 million during the three and six months ended February 28, 2026, compared to the corresponding periods due to the issuance of the 2033 Notes and the 2035 Notes in conjunction with the Foley Acquisition as discussed in Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q.

Litigation Expense

Litigation expense related to the Pacific Steel Group ("PSG") litigation of $4.1 million and $7.8 million were recorded during the three and six months ended February 28, 2026, respectively, compared to $4.7 million and $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 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.

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 15, 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 February 28,				Six Months Ended February 28,
(in thousands, except per ton amounts)	2026		2025		2026		2025
Net sales to external customers	$	1,608,321	$	1,386,848	$	3,269,379	$	2,905,485
Adjusted EBITDA	269,674		136,954		563,580		323,133
External tons shipped
Raw materials	358		312		742		651
Rebar	481		503		1,025		1,052
Merchant bar and other	235		243		486		484
Steel products	716		746		1,511		1,536
Downstream products	335		298		685		654
Average selling price per ton
Raw materials	$	985	$	956	$	943	$	913
Steel products	974		814		957		813
Downstream products	1,242		1,221		1,239		1,242
Cost of ferrous scrap utilized per ton	$	351	$	338	$	334	$	330
Steel products metal margin per ton	623		476		623		483

Net sales to external customers in our North America Steel Group segment increased $221.5 million, or 16%, during the three months ended February 28, 2026, and increased $363.9 million, or 13%, during the six months ended February 28, 2026, compared to the corresponding periods. The year-over-year increases were primarily due to 20% and 18% higher steel products average selling price per ton during the three and six months ended February 28, 2026, respectively.

Adjusted EBITDA increased $132.7 million, or 97%, and increased $240.4 million, or 74%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. The increases in adjusted EBITDA during the three and six months ended February 28, 2026, compared to the corresponding periods were primarily due to expansion in steel products metal margin per ton, which increased 31% and 29%, respectively.

Construction Solutions Group

	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)	2026		2025		2026		2025
Net sales to external customers	$	314,425	$	158,864	$	512,702	$	328,279
Adjusted EBITDA	53,420		23,519		93,001		46,179

Net sales to external customers in our Construction Solutions Group segment increased $155.6 million, or 98%, and increased $184.4 million, or 56%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding

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 February 28,				Six Months Ended February 28,
(in thousands, except per ton amounts)	2026		2025		2026		2025
Net sales to external customers	$	200,014	$	198,029	$	447,664	$	407,436
Adjusted EBITDA	(1,428)		752		9,501		26,591
External tons shipped
Rebar	69		100		188		207
Merchant bar and other	215		210		458		416
Steel products	284		310		646		623
Average selling price per ton
Steel products	$	672	$	612	$	660	$	626
Cost of ferrous scrap utilized per ton	$	356	$	337	$	351	$	353
Steel products metal margin per ton	316		275		309		273

Net sales to external customers in our Europe Steel Group segment increased $2.0 million, or 1%, and $40.2 million, or 10%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. During the three months ended February 28, 2026, net sales to external customers increased in part due to a 10% 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 February 28, 2026, compared to the corresponding period. The effect of foreign currency translation on net sales to external customers was an increase of approximately $23.5 million for the three months ended February 28, 2026 and an increase of approximately $42.7 million for the six months ended February 28, 2026.

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 February 28,				Six Months Ended February 28,
(in thousands)	2026		2025		2026		2025
Adjusted EBITDA loss	$	(70,410)	$	(34,852)	$	(126,258)	$	(421,097)

Corporate and Other adjusted EBITDA loss increased $35.6 million, or 102%, during the three months ended February 28, 2026, and decreased $294.8 million, or 70%, during the six months ended February 28, 2026, compared to the corresponding periods. The adjusted EBITDA loss includes the recognition of $20.6 million and $34.0 million of acquisition and integration related costs related to the Foley and CP&P Acquisitions, during the three and six months ended February 28, 2026, respectively. Further, variable incentive compensation costs increased by $9.9 million and $16.2 million during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. Additionally, costs related to information technology increased by $3.3 million and $6.1 million, respectively, during the three and six months ended February 28, 2026, compared to the corresponding 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

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 10% of total receivables at February 28, 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 9, Derivatives, in Part I, Item 1, Financial Statements, of this Form 10-Q for further information.

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 $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 six months ended February 28, 2026 and 2025, we repurchased $57.2 million and $98.4 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $147.8 million of shares of CMC common stock at February 28, 2026. See Note 13, 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.

During 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

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 could have a significant impact on our liquidity.

Cash Flows

Changes in Operating Assets and Liabilities

During the six months ended February 28, 2026, changes in operating assets and liabilities resulted in a $92.9 million decrease in cash from operating activities, compared to the corresponding period. The decrease was primarily due to a $107.5 million increase in cash used by inventories, reflecting higher materials costs, stockpiling in advance of construction season and, for the North Amercia Steel Group, planned outages. This was combined with a $50.4 million year-over-year decrease in cash from accounts receivable, primarily driven by the timing of collections and fluctuations in net sales to external customers, as well 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 precast platform which 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 $43.7 million year-over-year, primarily driven by the construction of our fourth micro mill, in West Virginia.

2033 Notes and 2035 Notes

For the six months ended February 28, 2026, we received proceeds of $2.0 billion, presented net of $15 million of related fees, for net proceeds of $1.985 billion from the issuance of the 2033 Notes and the 2035 Notes. Aggregate fees and issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $6.3 million. See Note 8, 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 six months ended February 28, 2026, we repurchased $57.2 million of CMC common stock under our share repurchase program, representing a decrease of $41.2 million compared to the corresponding period. See Note 13, 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 properties and equipment, construction of our fourth micro mill and other purchase obligations as part of normal operations. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding scheduled maturities of our long-term debt. See Note 7, Leases, in Part I, Item 1 of this Form 10-Q 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.

As 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 February 28, 2026, we had committed $46.2 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 8, 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 six months ended February 28, 2025, the Company reported $354.7 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 six months ended February 28, 2026, the Company reported $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 14, 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 performance of our recently acquired precast 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;

Table of Contents

•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;

•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;

Table of Contents

•losses or limited potential gains due to hedging 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 February 28, 2026, the U.S. dollar equivalent of the Company's total gross foreign currency exchange contract commitments increased $24.9 million, or 9%, 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 $17.9 million as of February 28, 2026, compared to August 31, 2025.

As of February 28, 2026, the Company's total commodity contract commitments increased $135.8 million, or 30%, compared to August 31, 2025, primarily due to a $143.5 million increase related to copper commodity commitments, partially offset by a $7.5 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 February 28, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 six months ended February 28, 2025, we reported $354.7 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 six months ended February 28, 2026 we reported $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 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 could have a 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.

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 February 28, 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
December 1, 2025 - December 31, 2025	96,497	$	68.41	96,497	$	159,457,781
January 1, 2026 - January 31, 2026	80,617	74.44		80,617	153,456,886
February 1, 2026 - February 28, 2026	72,040	79.13		72,040	147,756,150
	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 13, 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

Except as set forth below, during the three months ended February 28, 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.

Table of Contents

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

† 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.

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
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)

52

haasemploymentagreement1

TERMS AND CONDITIONS OF EMPLOYMENT These Terms and Conditions of Employment (the “Agreement”) are entered into this 15th day of October, 2025 by and between COMMERCIAL METALS COMPANY, a Delaware corporation (the “Employer” or the “Company”) and KEITH HAAS (the “Executive”). The Employer and Executive are collectively referred to as the “Parties,” and individually as a “Party.” R E C I T A L S: WHEREAS, as a condition to eligibility for receiving stock awards, to set terms of their continuing employment relationship, and to protect the good will and confidential business information of the Company, the Executive and the Company desire to enter into this Agreement on the terms stated herein. WHEREAS, the Company and the Sellers (as defined in the Purchase Agreement) have entered into that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, pursuant to which the Company is purchasing all of the outstanding equity interests of FPC Holdco, LLC, a Delaware limited liability company (“Foley”), and will acquire the goodwill of Foley. WHEREAS, the execution and delivery of the Purchase Agreement is conditioned upon the execution and delivery of this Agreement. WHEREAS, Employee will receive good and valuable consideration upon the successful consummation and closing of the transaction contemplated by the Purchase Agreement (the “Closing”). WHEREAS, Executive desires to be employed by Employer in this position pursuant to all of the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows: 1. PURPOSE. The purpose of this Agreement is to formalize the terms and conditions of Executive’s employment with Employer as Senior Vice President, Precast Group. This Agreement may only be amended by a writing signed by both Parties. 2. DEFINITIONS. For the purposes of this Agreement, the following words and terms shall have the following meanings: a. “AFFILIATE” or “AFFILIATES” shall mean any corporation, partnership, joint venture, association, unincorporated organization or any other legal entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Employer. b. “CAUSE” shall mean (i) Executive’s commission of theft, embezzlement, fraud, financial impropriety, any other act of dishonesty relating to his employment with the Company, or any willful violation of Company policies (including the Company’s ethics policies) or lawful directives of the Company, or any law, rules, or regulations applicable to the Company, including, but not limited to, those established by the U.S. Securities and Exchange Commission,

---

2 or any self-regulatory organization having jurisdiction or authority over Executive or the Company or any willful failure by Executive to inform the Company of any violation of any law, rule or regulation by the Company or one of its direct or indirect subsidiaries, provided, however, that Cause shall not include any act or omission of Executive that the Executive reasonably believes is not a violation of any such policies, directives, law, rules or regulations based on the advice of legal counsel for the Company; (ii) Executive’s willful commission of acts that would support the finding of a felony or any lesser crime having as its predicate element fraud, dishonesty, misappropriation, or moral turpitude; (iii) Executive’s failure to perform his duties and obligations under this Agreement (other than during any period of disability) which failure to perform is not remedied within thirty (30) days after written notice thereof to the Executive by the Chief Executive Officer of the Company; or (iv) Executive’s commission of an act or acts in the performance of his duties under this Agreement amounting to gross negligence or willful misconduct, including, but not limited to, any breach of Section 8 of this Agreement. c. CONFIDENTIAL INFORMATION. During the course of his employment, Executive will receive Confidential Information of the Company. Confidential Information means information (1) disclosed to or known by Executive as a consequence of or through his employment with Employer or Affiliate; and (2) which relates to any aspect of Employer’s or Affiliate’s business, research, or development. “Confidential Information” includes, but is not limited to, Employer’s and Affiliate’s trade secrets, proprietary information, business plans, marketing plans, financial information, employee performance, compensation and benefit information, cost and pricing information, identity and information pertaining to customers, suppliers and vendors, and their purchasing history with Employer, any business or technical information, design, process, procedure, formula, improvement, or any portion or phase thereof, that is owned by or has, at the time of termination, been used by the Employer, any information related to the development of products and production processes, any information concerning proposed new products and production processes, any information concerning marketing processes, market feasibility studies, cost data, profit plans, capital plans and proposed or existing marketing techniques or plans, financial information, including, without limitation, information set forth in internal records, files and ledgers, or incorporated in profit and loss statements, fiscal reports, business plans or other financial or business reports, and information provided to Employer or Affiliate by a third party under restrictions against disclosure or use by Employer or others. d. “CONFLICT OF INTEREST” means any situation in which the Executive has two or more duties or interests that are mutually incompatible and may tend to conflict with the proper and impartial discharge of the Executive’s duties, responsibilities or obligations to Employer, including but not limited to those described in Employer’s Code of Conduct (the “Code”) that Executive has either not disclosed to Employer or has disclosed and not been granted a waiver by the Audit Committee of the Board of Directors of Employer under the provisions of such Code. e. “GOOD REASON” shall mean (i) the occurrence, without Executive’s written consent, of a breach of any material provision of this Agreement by Employer; (ii) a significant reduction in the authorities, duties, responsibilities, compensation and/or title of Executive as set forth in this Agreement or (iii) a relocation of the Executive’s principal worksite more than 50 miles from the existing location without the Executive’s consent.

---

3 Executive shall give Employer written notice within the guidelines of Section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”) of an intent to terminate this Agreement for “Good Reason” as defined in this Agreement, and (except as set forth above) provide Employer with thirty (30) business days after receipt of such written notice from Executive to remedy the alleged Good Reason. 3. DURATION. This Agreement shall, unless terminated as hereinafter provided, continue for one (1) year following the Effective Date. Unless Executive or Employer gives written notice of his or its intent not to renew this Agreement no later than thirty (30) days prior to its expiration, this Agreement shall automatically continue in effect for successive additional one (1) year terms subject to all other terms and conditions contained herein. 4. DUTIES AND RESPONSIBILITIES. Upon execution of this Agreement, Executive shall diligently render services to Employer as Senior Vice President, Precast Group in accordance with Employer’s directives, and shall use his best efforts and good faith in accomplishing such directives. Executive agrees to devote his full-time efforts, abilities, and attention (defined to mean not normally less than forty (40) hours/week) to the business of Employer, and shall not engage in any activities which will interfere with such efforts. 5. COMPENSATION AND BENEFITS. In return for the services to be provided by Executive pursuant to this Agreement, Employer agrees to pay Executive as follows: a. SALARY. Executive shall receive an annual base salary of not less than $550,000 during the term of this Agreement. This salary may be increased at the sole discretion of Employer, and may not be decreased without Executive’s written consent. Notwithstanding the foregoing, the Executive may voluntarily decrease his salary at any time. b. BONUS. Executive shall be eligible to receive a target bonus (the “Bonus”) for each fiscal year of Employer ending August 31 during the term of this Agreement (subject to pro-ration for any partial fiscal year of employment) pursuant to Employer’s 2013 Cash Incentive Plan, as amended from time to time, Employer’s discretionary incentive plan, and any other short or long-term incentive plans as may be applicable to executives of similar level in the Company and provided that Executive is employed with the Company on the date any such bonus is paid. The amount of any annual or long-term bonus shall be determined by, and in the sole discretion of, Employer’s Board of Directors. The Bonus, if any, shall be paid in a lump sum, as soon as practicable following the end of the Employer’s fiscal year to which the Bonus relates, but in no event later than November 30 following the end of such fiscal year. c. PAYMENT AND REIMBURSEMENT OF EXPENSES. Employer shall pay or reimburse the Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the policies and procedures of Employer. d. INSURANCE, FRINGE BENEFITS AND PERQUISITES. Executive shall be entitled to participate in or receive insurance and any other benefits under any plan or arrangement generally made available to the employees or executive officers of Employer, including short and long-term plans for grants of equity, short and long-term bonus and incentive plans, health and welfare benefit plans, life insurance coverage, disability insurance, and hospital, surgical, medical, and dental benefits for Executive and his qualified dependents, (to the extent Executive elects to participate in such coverage where optional), and fringe benefit plans or

---

4 arrangements, all subject to and on a basis consistent with the terms, conditions, and overall administration by Employer of such plans and arrangements. e. VACATION. In accordance with the policies of Employer, Executive shall be entitled to the number of paid vacation days in each employment year determined by Employer from time to time for its employees generally, but not fewer than twenty (20) business days in any employment year (prorated based on start date of employment in any year in which Executive is employed hereunder for less than the entire year in accordance with the number of days in such year during which Executive is so employed). f. EXECUTIVE EMPLOYEE CONTINUITY AGREEMENT. Executive and Employer are party to a separate agreement known as the Executive Employee Continuity Agreement (the “EECA”). The EECA remains in effect and is not superseded by this Agreement. Except as to restrictive covenants, to the extent that there are conflicts between this Agreement and the EECA, terms of the EECA shall control. As to restrictive covenants, terms of this Agreement shall control over any conflict in terms. 6. TERMINATION. Executive’s employment with Employer is “at-will”, meaning that either Party may terminate this Agreement and the employment relationship at any time, with or without Cause, or Good Reason. Any termination of Executive’s employment pursuant to this Agreement will also serve as termination of any and all offices, positions and directorships held by Executive with the Company and any of its subsidiaries and affiliates. Executive’s employment will terminate upon his death, or if he is unable to perform the functions of his position with reasonable accommodation for four (4) consecutive months, or for a total of six (6) months during any twelve (12) month period. Employer may terminate Executive’s employment at any time without notice for Cause (in accordance with the provisions of Section 2(b) herein), or, following fourteen (14) days written notice to Executive, without Cause. a. Executive may terminate his employment upon ninety (90) days written notice to Employer. In the event Executive terminates his employment in this manner, he shall remain in Employer’s employ subject to all terms and conditions of this Agreement for the entire ninety (90) day period, performing such duties to which Executive may be directed by the Company. b. Executive may terminate this Agreement for Good Reason in accordance with the provisions of Section 2(e) herein. 7. SEVERANCE. Except in the event of a Qualified Termination within twenty-four (24) months following a Change in Control, as both are defined in the EECA, and which are governed exclusively by the EECA (for clarity, in such instance Executive shall not be entitled to any severance under this Agreement), Executive shall be entitled to the following compensation, in addition to any accrued but unpaid salary, in the event that this Agreement and his employment are terminated under the following conditions, which are the exclusive compensation and remedies for termination of this Agreement and the employment relationship: a. TERMINATION RESULTING FROM DEATH OR DISABILITY. Subject to the provisions of Section 7(d) below, in the event Executive’s employment is terminated as a result of his death or disability, Executive or his estate shall be entitled to (i) such life insurance or disability benefits as Executive may be entitled to pursuant to any life or disability insurance then maintained by the Employer for the benefit of its employees and executive officers; (ii) a pro-

---

5 rata share of the Bonus in an amount as determined by Employer’s Board of Directors in the Board’s sole discretion, payable no later than November 30 following the end of Employer’s fiscal year during which such termination occurs; (iii) pursuant to the terms and conditions of the Employer’s 2013 Cash Incentive Plan, as amended from time to time, payment, at such time as all other participants in that plan receive payment, of any cash incentive attributable to periods during which Executive was employed; (iv) to the extent permitted by the terms and conditions of Employer’s 2013 Long-Term Equity Incentive Plan, as amended from time to time, or other applicable equity incentive plan(s) and to the extent authorized by the terms of each of Executive’s outstanding award or grant agreements entered into pursuant to such plan(s), immediate vesting of all stock appreciation rights, restricted stock, and/or stock options previously awarded Executive; and (v) to the extent permitted by the terms and conditions of the CMC Retirement Plan, as amended from time to time, and 2005 Benefit Restoration Plan, as amended from time to time, maintained by the Employer, crediting of any Employer contribution to the Executive’s account attributable to the plan year during which termination occurs and accelerated full vesting of any previously unvested Employer contributions to the Executive’s account in such plans. Except as otherwise provided by this Section 7(a) or Section 7(d) below, any amount payable pursuant to this Section 7(a) shall be paid on the 60th day following Executive’s termination due to Executive’s death or disability. b. TERMINATION WITHOUT CAUSE BY EMPLOYER, NON- RENEWAL BY EMPLOYER, OR FOR GOOD REASON BY EXECUTIVE. Except in the event of a Constructive Termination related to a Change of Control (as both terms are defined in the EECA between the parties), in the event Executive’s employment is terminated without Cause by the Employer, or for Good Reason by the Executive, or the Employer elects not to renew the Agreement pursuant to Section 3 either at the end of the initial term or any successive one-year extension, subject to Executive’s execution of a general release agreement in favor of Employer releasing all pending or potential claims, Executive shall be entitled to: (i) an amount equal to two times the Executive’s then-current annual base salary and (ii) the benefits described above in Section 7(a)(v). If Executive elects not to renew this Agreement, except for Good Reason, then he shall be entitled only to any accrued but unpaid salary through the date of such termination. Except as otherwise provided by Section 7(d) below, any amount payable pursuant to this Section 7(b) shall be paid on the 60th day following Executive’s termination. c. TERMINATION FOR CAUSE. In the event Executive’s employment is terminated for Cause by Employer or without Good Reason by Executive, the Executive shall only be entitled to accrued but unpaid salary through the date of his termination and will not be entitled to any additional compensation or benefits except as expressly required by applicable law concerning compensation and benefits upon termination of employment. d. DELAY OF SEVERANCE PAYMENTS. To the extent that any post- termination payments to which Executive becomes entitled under this Agreement constitute deferred compensation subject to Section 409A of the Internal Revenue Code (IRC), and Executive is deemed at the time of such termination to be a “specified employee” under said Section 409A, then such payment will not be made or commence until the earliest of (i) the expiration of the six months period measured from the date of Executive’s “separation from service” and (ii) the date of Executive’s death following such “separation from service”. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or installments) in the absence of this Section 7(d) will be paid to Executive or Executive’s beneficiary in one lump sum.

---

6 8. NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY. Employer and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, he will be provided access to Confidential Information of Employer and its Affiliates, will be provided with specialized training on how to perform his duties, and will be provided contact with Employer’s and Affiliates’ customers and potential customers throughout the world. Executive further recognizes and agrees that (a) Employer and its Affiliates have devoted a considerable amount of time, effort, and expense to develop its Confidential Information, training, and business goodwill, all of which are valuable assets to the Employer; (b) that Executive will have broad responsibilities regarding the management and operation of Employer’s and Affiliates’ world-wide operations, as well as its marketing and finances, its existing and future business plans, customers and technology; and (c) disclosure or use of Employer’s or Affiliates’ Confidential Information and additional information described herein to which Executive will have access, would cause irreparable harm to the Employer. Therefore, in consideration of all of the foregoing, Employer and Executive agree as follows: a. NON-COMPETITION DURING AND AFTER EMPLOYMENT. As stated in Section 2(c) herein, Executive will receive Confidential Information by virtue of his employment in an executive capacity with the Company. Accordingly, Executive agrees that during his employment for the Company and for a period of eighteen (18) months after termination of his employment for any reason, he will not compete with Employer or Affiliates in any location in the world in which Employer or Affiliates have operations as of the date of Executive’s termination, by engaging in the conception, design, development, production, marketing, selling, sourcing or servicing of any product or providing of any service that is substantially similar to the products or services that Employer or any of its Affiliates provided during Executive’s employment or planned to provide during Executive’s employment and of which Executive had knowledge, responsibility or authority, and that he will not work for, assist, or become affiliated or connected with, as an owner, partner, consultant, or in any other capacity, either directly or indirectly, any individual or business which offers or performs services, or offers or provides products substantially similar to the services and products provided by Employer or Affiliates during Executive’s employment, or that were planned to be provided during Executive’s employment and of which Executive had knowledge, responsibility or authority. Additionally, during this period, Executive will not accept employment with or provide services in any capacity to any individual, business entity, investor, or investment fund that is actively involved in or assessing an acquisition of a controlling interest in the Company or purchase of substantially all assets of the Company. The restrictive covenants set forth in this Agreement are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company. b. CONFLICTS OF INTEREST. Executive agrees that for the duration of Executive’s employment, he will not engage, either directly or indirectly, in any Conflict of Interest, and that Executive will promptly inform the General Counsel as to each offer received by Executive to engage in any such activity. Executive further agrees to disclose to Employer any other facts of which Executive becomes aware which might involve or give rise to a Conflict of Interest or potential Conflict of Interest. c. NON-SOLICITATION OF CUSTOMERS AND EMPLOYEES. Executive further agrees that for a period of two (2) years after the termination of his employment for any reason he will not either directly or indirectly, on his own behalf or on behalf of others (i) solicit or accept any business from any customer or supplier or prospective customer or supplier

---

7 with whom Executive personally dealt or solicited or had contact with at any time during Executive’s employment, (ii) solicit, recruit or otherwise attempt to hire, or personally cause to hire any of the then current employees or consultants of Employer or any of its Affiliates, or who were former employees or consultants of Employer or any of its Affiliates during the preceding twelve months, to work or perform services for Executive or for any other entity, firm, corporation, or individual; or (iii) solicit or attempt to influence any of Employer’s or any of its Affiliates’ then current customers or clients to purchase any products or services substantially similar to the products or services provided by Employer or Affiliates during Executive’s employment (or that were planned to be provided during Executive’s employment) from any business that offers or performs services or products substantially similar to the services or products provided by Employer or Affiliates. d. NON-DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION. (i) Executive further agrees that during the term of his employment and thereafter he will not, except as Employer may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish, or otherwise disclose to any third party any Confidential Information or proprietary information of Employer or Affiliates, or authorize anyone else to do these things at any time either during or subsequent to his employment with Employer. If Executive becomes legally compelled by deposition, subpoena or other court or governmental action to disclose any Confidential Information, then the Executive shall give Employer prompt notice to that effect, and will cooperate with Employer if Employer seeks to obtain a protective order concerning the Confidential Information. Executive will disclose only such Confidential Information as his counsel shall advise is legally required. (ii) Executive agrees to deliver to Employer, at any time Employer may request, all documents, memoranda, notes, plans, records, reports, and other documentation, models, components, devices, or computer software, whether embodied in electronic format on a computer hard drive, disk or in other form (and all copies of all of the foregoing), relating to the businesses, operations or affairs of Employer or any Affiliates and any other Confidential Information that Executive may then possess or have under his control. (iii) This section shall continue in full force and effect after termination of Executive’s employment and after the termination of this Agreement for any reason, including expiration of this Agreement. Executive’s obligations under this section of this Agreement with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately and without breach by Executive of his obligations under this Agreement. It is understood that such Confidential Information and proprietary information of Employer and Affiliates includes matters that Executive conceives or develops during his employment, as well as matters Executive learns from other employees of Employer or Affiliates. (iv) Notwithstanding any other provision of this Agreement, Executive may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having authority over Executive or the business of the Company or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. Executive and the

---

8 Company agree that nothing in this Agreement (or any other agreement with the Company) is intended to interfere with Executive’s right to (i) report possible violations of federal, state or local law or regulation to any governmental agency or entity charged with the enforcement of any such laws (such as the Securities Exchange Commission), (ii) make other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation, (iii) file a claim or charge with any state human rights commission or any other government agency or entity, or (iv) testify, assist or participate in an investigation, hearing or proceeding conducted by any state human rights commission or any other government or law enforcement agency, entity or court. In making or initiating any such reports or disclosures, Executive need not seek the Company’s prior authorization and is not required to notify the Company of any such reports or disclosures. (v) Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, either directly or indirectly or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. e. Survival of Restrictive Covenants. All restrictive covenants herein shall survive termination of this Agreement and Executive’s employment, regardless of reason, including expiration of the Agreement by passage of time and non-renewal. 9. REMEDIES. Executive acknowledges that the restrictions contained in Section 8, in view of the nature of the Employer and its Affiliates’ global business and Executive’s global position with the Employer, are reasonable and necessary to protect the Employer and Affiliates’ legitimate business interests, including its Confidential Information, training and business goodwill, and that any violation of this Agreement would result in irreparable injury to the Employer. In the event of a breach by the Executive of any provision of Section 8, the Employer shall be entitled, in addition to any other remedies that may be available, to a temporary restraining order and injunctive relief restraining the Executive from the commission of any breach without the necessity of proving irreparable harm or posting of a bond, and to recover the Employer’s attorneys’ fees, costs and expenses related to the breach and any such action to enforce the provisions of Section 8. The existence of any claim or cause of action by Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of the restrictive covenants contained in Section 8. 10. REFORMATION. The Executive and the Employer agree that all of the covenants contained in Section 8 shall survive the termination of Executive’s employment and/or termination or expiration of this Agreement, and agree further that in the event any of the covenants contained in Section 8 shall be held by any court to be effective in any particular area or jurisdiction only if said covenant is modified to limit in its duration or scope, then the court shall have such authority to so reform the covenant and the Parties shall consider such covenant(s) and/or other provisions of Section 8 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written. Should any court hold that these covenants are void or otherwise unenforceable in any particular area or jurisdiction, then the Employer may consider such covenant(s) and/or provisions of Section 8 to be amended and modified so as to eliminate therefrom the particular area or jurisdiction as to which such covenants are so held void or otherwise unenforceable and, as to all other areas and

---

9 jurisdictions covered hereunder, the covenants contained herein shall remain in full force and effect as originally written. 11. TOLLING. If the Executive violates any of the restrictions contained in this agreement, the restrictive period will be continued and enlarged for such length of time as the Employee is in violation of the restrictive covenant. 12. NOTICE TO FUTURE EMPLOYERS. If Executive, in the future, seeks or is offered employment, or any other position or capacity with another company or entity, the Executive agrees to inform each new employer or entity, before accepting employment, of the existence of the restrictions in Section 8. Further, before taking any employment position with any company or entity during the 18-month period described in Section 8, the Executive agrees to give prior written notice to the Employer, including the name of such company or entity and confirming in that notice that he has provided a copy of Section 8 to such new employer or entity. 13. INVENTIONS. a. Executive acknowledges that during this Agreement, Executive may be involved in (1) the conception or making of improvements, discoveries, or inventions (whether or not patentable and whether or not reduced to practice), (2) the production of original works of authorship (whether or not registrable under copyright or similar statutes) or (3) the development of trade secrets relating to Employer’s or any of its Affiliates’ business. Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of his employment, and which are protectable by copyright, are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101) and are consequently owned by the Employer or any of its Affiliates. Executive further acknowledges that all improvements, discoveries, inventions, trade secrets or other form of intellectual property is the exclusive property of Employer or any of its Affiliates. b. Executive hereby waives any rights he may have in or to such intellectual property, and Executive hereby assigns to Employer or any of its Affiliates all right, title and interest in and to such intellectual property. At Employer’s or any of its Affiliates’ request and at no expense to Executive, Executive shall execute and deliver all such papers, including any assignment documents, and shall provide such cooperation as may be necessary or desirable, or as Employer or any of its Affiliates may reasonably request, to enable Employer or any of its Affiliates to secure and exercise its rights to such intellectual property. 14. RETURN OF PROPERTY. All lists, records, designs, patents, plans, manuals, memoranda and other property delivered to the Executive by or on behalf of Employer or any of its Affiliates or by any of their clients or customers, and all records and emails compiled by the Executive that pertain to the business of the Employer or any of its Affiliates (whether or not confidential) shall be and remain the property of the Employer and be subject at all times to its discretion and control. Likewise, all correspondence and emails with clients, customers or representatives, reports, research, records, charts, advertising materials, and any data collected by the Executive, or by or on behalf of the Employer or any of its Affiliates or its representatives (whether or not confidential) shall be delivered promptly to the Employer without request by it upon termination of Executive’s employment. 15. ASSIGNMENT. This Agreement may be assigned by Employer, but cannot be assigned by Executive.

---

10 16. BINDING AGREEMENT. Executive understands that his obligations under this Agreement are binding upon Executive’s heirs, successors, personal representatives, and legal representatives. 17. EXECUTIVE’S REPRESENTATIONS. Executive represents that his acceptance of employment with Employer (a) will not result in a breach of any of Executive’s obligations and agreements with any current or former employer, partnership or other person and (b) would not otherwise result in any liability to Employer or any of its Affiliates. In addition, Executive represents to Employer that he is not a party or subject to (i) any restrictive covenants, including without limitation, relating to competition, solicitation or confidentiality (other than general obligations to maintain confidentiality) that precludes or would materially interfere with his employment with Employer as contemplated by, and as of the date of, this Agreement, and/or (ii) any agreement with any other employer, partnership or other person that in any way materially compromises, limits or restricts Executive’s ability to perform his duties for Employer as contemplated by, and as of the date of, this Agreement. 18. NOTICES. All notices pursuant to this Agreement shall be in writing and sent certified mail, return receipt requested, addressed as follows: Executive: Employer: Keith Haas Commercial Metals Company Attention: Chief Legal Officer 6565 North MacArthur Blvd., Suite 800 Irving, Texas 75039 19. WAIVER. No waiver by either Party to this Agreement of any right to enforce any term or condition of this Agreement, or of any breach hereof, shall be deemed a waiver of such right in the future or of any other right or remedy available under this Agreement. 20. SEVERABILITY. Subject to the provisions of Section 10 herein, if any provision of this Agreement is determined to be void, invalid, unenforceable, or against public policy, such provisions shall be deemed severable from the Agreement, and the remaining provisions of the Agreement will remain unaffected and in full force and effect. Furthermore, any breach by Employer of any provision of this Agreement shall not excuse Executive’s compliance with the requirements of Section 10. 21. ENTIRE AGREEMENT AND UNDERSTANDING. The terms and provisions contained herein shall constitute the entire agreement between the Parties with respect to Executive’s employment with Employer during the time period covered by this Agreement. The Parties represent and warrant that they have read and understood each and every provision of this Agreement, and that they are free to obtain advice from legal counsel of choice, if necessary and desired, in order to interpret any and all provisions of this Agreement, and that both Parties have voluntarily entered into this Agreement. 22. EFFECTIVE DATE. Notwithstanding any other provision of this Agreement, this Agreement and Executive’s employment hereunder are expressly contingent upon and conditioned on the successful occurrence of the Closing pursuant to the terms of the Purchase Agreement. This Agreement shall not become effective, and neither Party shall have any rights or obligations hereunder, until the Closing. If the Purchase Agreement is terminated in accordance with the terms

---

11 thereof, then this Agreement shall automatically terminate and become null and void ab initio without any action required by either Party, and neither Party shall have any liability or obligation to the other Party arising out of or related to this Agreement. Executive acknowledges and agrees that Executive’s execution of this Agreement does not constitute a guarantee or assurance that the Closing will occur, and that Executive is entering into this Agreement with full knowledge that the Closing may not occur for reasons beyond the control of either Party. In the event the Closing does not occur, Executive shall have no claim against Company for any compensation, benefits, damages, or other amounts under this Agreement or otherwise. The effective date of this Agreement for all purposes shall be the date of the Closing, and all references to the “Effective Date” or commencement of Executive’s employment shall be deemed to refer to the date of Closing. It is understood that the terms of this Agreement shall remain in full force and effect both during Executive’s employment and where applicable thereafter. 23. GOVERNING LAW; RESOLUTION OF DISPUTES; WAIVER OF JURY TRIAL. This Agreement shall, at the choice of the Employer, be construed according to the laws of the State of Texas. All disputes relating to the interpretation and enforcement of the provisions of this Agreement shall, be resolved and determined exclusively by the federal or state courts in Dallas County, Texas. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, AND EXECUTIVE’S EMPLOYMENT AND COMPENSATION, OR TERMINATION THEREFROM. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. EXECUTIVE EMPLOYER COMMERCIAL METALS COMPANY Keith Haas By: Peter R. Matt President and Chief Executive Officer

---

Document

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Peter R. Matt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Commercial Metals Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 31, 2026

/s/ Peter R. Matt
Peter R. Matt
President and Chief Executive Officer

Document

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Paul J. Lawrence, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Commercial Metals Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 31, 2026

/s/ Paul J. Lawrence
Paul J. Lawrence
Senior Vice President and Chief Financial Officer

Document

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Commercial Metals Company (the “Company”) on Form 10-Q for the period ended February 28, 2026 (the “Report”), I, Peter R. Matt, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Peter R. Matt
Peter R. Matt
President and Chief Executive Officer

Date: March 31, 2026

Document

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Commercial Metals Company (the “Company”) on Form 10-Q for the period ended February 28, 2026 (the “Report”), I, Paul J. Lawrence, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul J. Lawrence
Paul J. Lawrence
Senior Vice President and Chief Financial Officer

Date: March 31, 2026