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美国证券交易委员会

华盛顿特区 20549

表格 10-K


（选择一项）


☑		根据《1934年证券交易法》第13或15(d)条提交的年度报告
		截至2026年8月31日的财年


☐		根据《1934年证券交易法》第13或15(d)条提交的过渡报告
		从至的过渡期

委员会文件编号 1-4304

商业金属公司

（注册人章程中指定的正式名称）

$\"CMC-LOGO_RGB-Primary_300px_wide$


特拉华州		75-0725338
（注册地或组织地）		（美国国税局雇主识别号）

德克萨斯州欧文市麦克阿瑟大道6565号 75039

（主要执行办公室地址）（邮政编码）

(214) 689-4300

（注册人的电话号码，包括区号）

根据《法案》第12(b)条注册的证券：

每类证券的名称

交易代码

每种证券的注册交易所名称

普通股，面值0.01美元

CMC

纽约证券交易所

根据《法案》第12(g)条注册的证券：无

如注册人是《证券法》第405条定义的知名资深发行人，请勾选。是 þ 否 o

如注册人无需根据《法案》第13或第15(d)条提交报告，请勾选。是 o 否 þ

请勾选是否注册人（1）在过去12个月（或注册人需提交此类报告的较短期间）内已提交了根据《1934年证券交易法》第13或15(d)条应提交的所有报告，且（2）在过去90天内已受此类提交要求约束。是 þ 否 o

请勾选是否注册人已根据《S-T条例》第405条（§ 232.405）的要求，在过去12个月（或注册人需提交此类文件的较短期间）内提交了所有应提交的交互式数据文件。是 þ 否 o

请勾选是否注册人是大型加速提交者、加速提交者、非加速提交者、较小报告公司或新兴成长公司。请参见《交易法》第12b-2条中对“大型加速提交者”、“加速提交者”、“较小报告公司”和“新兴成长公司”的定义。


大型加速提交者	☑	加速提交者	☐
非加速提交者	☐	较小报告公司	☐
		新兴成长公司	☐

如果为新兴成长公司，请勾选方框表示注册人是否选择不使用《交易法》第13(a)条规定的任何新修订的财务会计标准的延长过渡期。☐

请勾选方框表示注册人是否已由为其出具或签发审计报告的注册公众会计公司根据《萨班斯-奥克斯利法案》第404(b)条（15 U.S.C 7262(b)）提交了其管理层对财务报告内部控制有效性的评估报告和鉴证报告。☑

如果证券根据《法案》第12(b)条注册，请勾选方框表示注册人提交的文件中包含的财务报表是否反映了对以前发布的财务报表的更正。☐

请勾选方框表示这些更正中的任何一项是否为需要根据§240.10D-1(b)对注册人任何高管在相关回收期内获得的基于激励的薪酬进行回收分析的重述。☐

请勾选方框表示注册人是否为壳公司（根据《法案》第12b-2条定义）。是 ☐ 否 ☑

根据2026年2月27日纽约证券交易所的每股收盘价，注册人非关联方持有的公司普通股的总市值约为81亿美元。

截至2026年10月9日，注册人每股面值0.01美元的普通股共109,977,893股已发行。

参考文件：

2027年股东大会的最终代理声明的部分内容已参照纳入第三部分。

商业金属公司及其子公司


第一部分	1

第1项：业务	1
第1A项：风险因素	13
第1B项：未解决的工作人员意见	26
第1C项：网络安全	26
第2项：财产	29
第3项：法律诉讼	30
第4项：矿山安全披露s	31

第二部分	32

第5项：注册人的普通股市场、相关股东事项和发行人购买权益证券	32
第6项：故意省略
第7项：管理层讨论与分析财务状况和经营成果	32
第7A项：关于市场风险的定量和定性披露	48
第8项：财务报表和补充数据	50
第9项：与会计师在会计和财务披露方面的变更和分歧	101
第9A项：控制和程序	101
第9B项：其他信息	102
第9C项：关于阻止检查的外国司法管辖区的披露	102

第三部分	103

项目10：董事、高管和公司治理	103
项目11：高管薪酬	103
项目12：特定受益所有人和管理层的股份所有权及相关股东事项	103
项目13：特定关系和相关交易及董事独立性	103
项目14：主要审计师费用和相关服务	103

第四部分	104

项目15：附录和财务报表附表	104
签名	109

第一部分

项目1. 业务

关于前瞻性声明的披露

本10-K年度报告（以下简称“年度报告”）包含根据1933年证券法（经修订）第27A条（“证券法”）、1934年证券交易法（经修订）第21E条（“交易法”）和1995年私人证券诉讼改革法案定义的前瞻性声明。由于多种风险、不确定性和其他因素，实际结果、表现或成就可能与前瞻性声明中预测的结果有重大差异。有关可能导致我们的结果、表现或成就与前瞻性声明中表达或暗示的任何未来结果、表现或成就有重大差异的重要因素的讨论，请参阅本年度报告第一部分第1A项“风险因素”和第二部分第7项“管理层讨论与分析财务状况和经营成果”。

本年度报告中对“CMC”、“公司”、“我们”、“我们的”和“我们”的引用，除非另有说明，均指商业金属公司及其子公司。

本年度报告中出现的CMC的某些商标或服务标志是CMC的财产，并受适用知识产权法律的保护。仅为方便起见，本年度报告中提到的我们的商标和商号可能未使用®或™符号，但此类引用并不意味着我们不会在适用法律允许的最大范围内主张这些商标和商号的权利。

概述

CMC于1915年在德克萨斯州达拉斯成立为一家废旧金属回收场，提供早期的建筑解决方案，支持现代基础设施和建筑项目的现场准备和基础阶段。通过主要位于美国（“美国”）和中欧的广泛制造网络，以及在英国、欧洲和亚洲的战略运营，CMC服务于基础设施、非住宅、住宅、工业和能源市场。虽然常常不为人所见，但CMC的产品对于高速公路、桥梁、机场、商业建筑和其他支持日常生活的关键结构至关重要。我们的业务通过三个可报告业务部门开展：北美钢铁集团、建筑解决方案集团和欧洲钢铁集团。

在2026年第一季度，我们宣布收购了Foley Products Company, LLC（“Foley”及此次收购称为“Foley Acquisition”）和Concrete Pipe & Precast, LLC（“CP&P”及此次收购称为“CP&P Acquisition”），这导致了我们预铸平台的创建。在这些收购之后，我们将“新兴业务集团”部门的名称更改为“建筑解决方案集团”，以更好地反映该部门的业务构成，并更紧密地与CMC的战略重点保持一致。名称更改不会影响我们的报告结构或之前报告的财务信息。

在CMC，我们相信“真正重要的是内在价值。”这反映了我们产品的性质，这些产品遍布全球关键基础设施，也适用于我们的文化和员工。我们遵循指导原则，将客户置于我们所做一切的核心，坚持对员工的承诺，回馈社区，并为投资者创造价值，同时继续致力于可持续发展。从成立之初，我们的商业模式就战略性地建立在可持续原则之上，包括回收金属，使用节能技术从约98%的再生材料中制造钢铁产品，并采用闭环水回收工艺。

我们对安全和人才发展的关注使我们能够经营一家优秀的企业，并在我们的业务中实现运营和商业卓越。我们通过行业领先的客户服务和低成本、高质量的生产流程为客户创造差异化价值。此外，我们通过致力于转型、进步和长期增长，通过投资我们的业务和员工，实现了市场领导地位。随着我们客户的需求和偏好不断发展，我们的产品已扩展为包括多样化和创新的解决方案以及未来增长平台。通过结合价值提升的有机增长（捕捉可用的内部协同效应）和能力增强的非有机增长（扩大我们的产品组合），我们旨在为客户提供建立在广泛价值提升解决方案上的服务。

我们的公司总部位于德克萨斯州欧文市麦克阿瑟大道北6565号800室，邮编75039。我们的电话号码是(214) 689-4300，我们的网站是https://www.cmc.com。我们的财年结束于8月31日，本年度报告中对年份的任何引用均指该年8月31日结束的财年，除非另有说明。本年度报告中对吨的任何引用均指美国短吨，即等于2000磅的重量单位。

我们的年度报告、10-Q表格季度报告、8-K表格当前报告以及这些报告的所有修正案，将在合理可行的情况下尽快通过我们网站的投资者部分免费提供，一旦这些材料被电子提交或提供给美国证券交易委员会（“SEC”）。我们网站上的信息或通过我们网站的超链接可获得的信息不纳入本年度报告或其他我们提交或提供给SEC的文件中。

业务发展

在2026年，我们完成了以下收购，这导致了我们预制平台的创建。我们预计这些收购将从战略上使我们为新市场和现有客户市场的长期增长做好准备。

福利收购

2025年12月15日，我们完成了对拥有福利（Foley）的控股公司的所有已发行和流通的股权证券的收购，福利是美国最大的区域性预制混凝土解决方案供应商之一，也是美国东南部地区的领导者。福利的运营结果包含在建筑解决方案集团（Construction Solutions Group）部门中。福利收购符合我们通过增加规模、利润率和区域领导力来追求非有机增长的战略。

CP&P收购

2025年12月1日，我们完成了对CP&P所有已发行和流通的股权证券的收购，CP&P是美国大西洋中部和南大西洋市场领先的预制混凝土解决方案供应商。CP&P的运营结果包含在建筑解决方案集团（Construction Solutions Group）部门中。CP&P收购符合我们通过增加预制能力来扩大CMC早期建筑解决方案组合以追求非有机增长的战略。

分部

本公司有三个可报告分部，代表我们在合并财务报表中报告的主要业务：北美钢铁集团、建筑解决方案集团和欧洲钢铁集团。下图总结了截至2026年8月31日的财年中，每个可报告分部内主要产品类别对外部客户的净销售额。有关每个可报告分部中对外部客户的净销售额的主要产品类别的历史数据，请参阅本年度报告第二部分，第8项中的第18号附注，分部信息。

$\"Screenshot$

北美钢铁集团分部

我们的北美钢铁集团分部为建筑行业提供多样化的产品和解决方案。由一个垂直整合的回收设施、钢铁厂和加工操作网络组成，我们在北美的战略是优化垂直整合的价值链，以最大化利润，同时提供行业领先的客户服务。为了执行我们的战略，我们寻求（i）以最低可能的成本获得投入，包括从我们的回收设施采购的材料，这些设施旨在产生有吸引力的资本回报率，并为我们的钢铁厂提供低成本的废料，（ii）运营现代化、高效的电弧炉（\"EAF\"）钢铁厂，以及（iii）通过利用我们的加工操作来提高运营效率，以产生有吸引力的资本回报率，并优化我们的钢铁厂产量，获得尽可能高的销售价格以最大化金属利润。我们通过提高生产率、高产能利用率和最佳产品组合来努力最大化现金流。为了保持竞争力，我们定期进行大量资本支出。我们在2026年、2025年和2024年分别将约79%、80%和77%的总资本支出投入到北美钢铁集团分部。在物流方面，我们使用自有或租赁的卡车车队以及私人承运商、铁路车、出口集装箱和驳船。

我们的41个废金属回收设施主要位于美国东南部和中部地区，处理黑色和非黑色废金属。这些设施从制造和工业工厂、金属加工厂、电力公司、机械车间、工厂、炼油厂、船厂、拆除公司、汽车报废公司、拆解公司和零售个人等多种来源购买经过处理和未经过处理的黑色和非黑色废金属。我们的回收设施使用专用设备，高效处理大量黑色金属材料，包括七台大型机器，能够粉碎旧汽车或其他废金属来源。某些设施还具有非黑色金属的下游分离设备，包括我们三个设施中的设备，可从绝缘铜线中回收金属，使我们能够捕获更多的金属含量。除贵金属外，我们的废金属加工设施几乎回收和处理所有类型的金属。我们将黑色和非黑色废金属（统称为“原材料”）出售给钢厂和铸造厂、铝板和锭制造商、黄铜和青铜锭制造商、铜精炼厂和轧钢厂、二次铅冶炼厂、特种钢厂、高温合金制造商和其他消费者。每吨原材料的毛利是指加工和回收的黑色和非黑色废金属的销售价格与购买旧工业废金属的价格之间的差额。

我们的钢厂运营包括六座电弧炉（EAF）小型钢厂、四座电弧炉（EAF）微型钢厂和一座再轧钢厂。我们的钢厂生产成品长材钢产品，包括钢筋、型钢、轻型结构和其他特殊型钢以及用于再轧和锻造应用的半成品钢锭（在北美钢铁集团业务部门的背景下统称为“钢材产品”）。每座EAF小型钢厂包括：

•一个配有电弧炉的熔炼车间；

•用于将熔融金属铸造成钢锭的连续铸造设备；

•用于将钢锭加热以备轧制的再加热炉；

•用于将加热后的钢锭轧制成产品的轧制线；

•用于接收轧制线输出的热产品的机械冷却床；

•用于剪切、矫直、捆扎并准备发货的产品的精整设施；

•用于控制炼钢操作中颗粒物排放的除尘系统；以及

•维护、仓库和办公区域等支持设施。

我们的EAF微轧机使用与上述类似的设备和工艺；然而，这些设施采用独特的连续工艺技术，使金属从熔炼到铸造再到轧制成最终钢材产品的过程不间断地进行。我们的再轧钢轧机不使用熔炉；再轧过程从重新加热钢坯以轧制成最终钢材产品开始。产品。我们从两家设施发货热轧盘卷钢筋，并从一家设施重新盘卷钢筋。估计的年度产能包括在本年度报告第一部分第2项“物业”中，假设了典型的产成品组合，并不一定反映任何财年预期的生产量或发货量。对轧机产能的描述，特别是轧制产能，高度依赖于所生产的具体产品组合。我们的轧机根据市场条件（包括价格和需求）轧制许多不同种类和尺寸的产品。

我们位于西弗吉尼亚州伯克利县的第四家EAF微轧机于2026年第四季度投入运营。与现有的微轧机类似，这家轧机采用了最新的EAF电源系统技术。T该设施战略地位于美国东北部、大西洋中部和中西部市场，并由我们现有的下游加工厂网络支持。这家设施扩大了我们直条长度和盘卷钢筋的生产能力，并推进了我们对可持续炼钢的承诺。

铁屑是我们的钢厂主要的原材料，其价格会波动。我们认为我们可获得的铁屑供应足以满足我们的未来需求。我们的钢厂消耗大量电力和天然气。我们没有遇到任何重大限制，我们认为能源供应是充足的。地区和全国的能源供需情况以及能源供应商收费适用的监管监督程度，会影响我们支付的电力和天然气价格。我们的钢厂向美国各地广泛的客户和终端市场发货。主要终端市场是建筑业和制造行业、金属服务中心、原始设备制造商以及农业、能源和石化行业。由于我们钢材产品的性质，我们从收到订单到交货之间没有很长的提前期。我们通常从库存中或用接近完成的产品来满足钢材产品的订单。因此，我们认为我们的钢材产品订单积压并不是评估我们北美钢铁集团运营的重要因素。

我们的制造业务包括52个从事钢铁制造不同方面的设施；其中49个设施从事钢筋的一般制造，包括剪切、弯曲和焊接，另外三个设施制造钢制围栏柱。制造的钢筋主要用于商业和非商业建筑、医院、会展中心、工业厂房、发电厂、高速公路、桥梁、体育馆和水坝的混凝土加固，并通常通过竞争性招标进行销售。其中许多项目在项目生命周期内为固定价格，某些合同包含价格调整条款。我们在某些市场还提供制造钢筋的安装服务。我们制造业务所需的钢材主要来自我们自己的钢铁厂，我们制造业务产生的需求有助于优化我们钢铁厂的生产；然而这些业务的运营目的是产生对投入资本有吸引力的回报。我们的钢制围栏柱有许多应用，包括住宅和商业景观以及农业和牲畜围栏。Ad此外，我们还有两家设施为各种项目提供后张拉钢缆，例如地基、桥梁、建筑、停车结构和岩石和土壤锚固。在北美钢铁集团业务部门的背景下，制造和后张拉钢缆产品统称为“下游产品”。截至2026年8月31日，下游产品的未履行订单总价值为17亿美元。

建筑解决方案集团业务部门

我们的建筑解决方案集团业务部门为国内和国际市场提供早期阶段的建筑解决方案和增值产品，这些市场与我们北美钢铁集团业务部门和欧洲钢铁集团业务部门垂直整合运营所服务的市场相邻。建筑解决方案集团业务部门的业务组合包括预制平台和新兴业务集团业务，具体如下：

•我们的预制平台包括预制混凝土和混凝土管产品，这些是通过将混凝土倒入含有钢筋的可重复使用的模具中，然后在受控的制造环境中进行养护而形成的建筑构件。该构件以最终形式运输到施工现场进行安装。这一过程可生产出耐用、可立即使用的高质量构件，其安装速度更快，比现场浇筑技术所需的劳动力更少。预制平台为现场基础设施的关键应用提供支持，例如公用设施连接、供水和雨水管理。

•CMC建筑服务业务向混凝土安装商和其他建筑行业的企业（统称为“建筑产品”）销售和租赁建筑相关产品和设备。

•Tensar 运营销售土工格栅和 Geopier 基础系统（统称为“地基稳定解决方案”）。土工格栅是基于聚合物的产品，用于建筑应用中的地基稳定、土壤加固和沥青优化，包括道路、公共基础设施和工业设施。Geopier 基础系统是夯填碎石桩和其他基础解决方案，可提高地基结构和工作表面的承载特性，并可用于传统支撑方法不切实际或使项目不可行的土壤类型和施工情况。

•CMC Impact Metals 运营制造经过热处理的高强度钢产品，例如用于卡车拖车行业的高强度钢筋、用于能源市场的特殊棒材质量和用于军用车辆的装甲板。

•我们提供的高性能钢筋产品系列包括创新产品，如 Galvabar（镀锌钢筋，具有锌合金涂层，提供防腐蚀保护和加工后可成形性）、ChromX（专为高强度能力、耐腐蚀性和超过 100 年的使用寿命而设计）和 CryoSteel（一种低温钢筋，在极低温下其强度和延展性的最低性能要求均得到满足）。此外，CMC 锚固系统运营提供定制设计的锚笼、螺栓和紧固件，这些产品主要由钢筋制造，主要用于将高压输电杆固定到混凝土基础。

•通过与 InQuik Inc. 的许可协议，CMC 桥梁系统是美国 InQuik 桥梁的授权供应商。CMC 桥梁是一种专利的预制模块化系统，用于在场外建造钢筋混凝土桥梁部件，然后在现场安装并浇筑混凝土以形成现浇结构。

欧洲钢铁集团业务部门

我们的欧洲钢铁集团业务部门由位于波兰的垂直整合的回收设施、电弧炉小型钢厂和加工操作组成。我们在欧洲的战略是优化我们小型钢厂生产产品的盈利能力，我们在欧洲钢铁集团业务部门的执行方式与我们在北美钢铁集团业务部门的执行方式相同。

我们在波兰各地的 12 个废金属回收设施处理铁质废金属，作为我们小型钢厂的原材料。这些设施几乎只向我们的小型钢厂提供材料，并且运营目的是降低我们小型钢厂使用的废金属成本。这些设施使用的设备与我们北美钢铁集团的回收运营类似，包括一台容量较大的废金属破碎机，类似于我们在北美运营的最大破碎机。非铁质废金属对该业务部门的运营不具重要意义。

我们的小型轧钢厂是中欧地区钢筋、普通钢棒、线材和半成品钢坯的重要制造商，拥有三条轧制线。第一条轧制线旨在实现多种中型普通钢棒产品的高效灵活生产。第二条轧制线主要用于钢筋生产。第三条轧制线用于生产高强度线材。小型轧钢厂生产的产品在我们欧洲钢铁集团业务板块的语境中统称为“钢铁产品”。我们的小型轧钢厂主要将钢铁产品销售给加工厂、制造商、经销商和建筑公司，主要客户位于波兰。然而，小型轧钢厂也向捷克共和国、法国、德国、意大利和斯洛伐克等其他国家出口钢铁产品。铁屑是小型轧钢厂使用的主要原材料，电力、天然气和其他钢铁制造过程所需的原材料通常供应充足，尽管它们可能会受到价格波动的影响。我们的小型轧钢厂通常通过库存或接近完成的产品来满足钢铁产品的订单。因此，我们认为我们的钢铁产品订单积压并不是评估我们欧洲钢铁集团业务板块运营情况的重要因素。

我们的加工运营包括位于波兰的四家钢铁加工厂，这些工厂生产下游产品，包括加工钢筋、钢筋网、焊接钢丝网、线材、冷轧钢筋、冷轧线材、组装钢筋笼和其他加工钢筋副产品（在我们欧洲钢铁集团业务板块的语境中统称为“下游产品”）。这些工厂主要从小型轧钢厂获取钢筋和线材。其中三家工厂与我们北美钢铁集团业务板块运营的工厂类似，并主要将加工钢筋销售给承包商，用于建筑项目。波兰的一家加工厂生产焊接钢丝网、冷轧线材和冷轧钢筋。我们是波兰最大的钢丝网制造商之一，我们的钢丝网客户包括金属服务中心和建筑承包商。除了在波兰市场销售下游产品外，我们还向捷克共和国和德国等邻国出口下游产品。下游产品的订单积压并不是评估我们欧洲钢铁集团业务板块运营情况的重要因素。

季节性

我们的设施主要服务于建筑行业的客户。由于春季和夏季建筑活动增加，我们的净销售额通常在第三季度和第四季度高于第一和第二季度。

竞争

我们的北美钢铁集团回收业务与废金属加工企业和主要的非铁金属废料生产商竞争。美国的非铁回收行业高度分散；然而，我们认为我们的回收业务是美国最大的非铁金属废料回收业务之一。我们也是铁金属废料的主要区域加工企业。对于非铁和铁金属废料，我们主要在产品质量和价格方面进行竞争。我们的欧洲钢铁集团回收设施主要为我们在波兰的短流程钢厂提供原材料。

我们通过电弧炉炼钢厂生产了美国总钢筋和型钢产量的很大一部分。国内和国际竞争对手包括本地、区域、全国和国际的钢铁制造商和供应商。我们主要通过为客户提供的服务以及产品质量和价格进行竞争。在美国，我们认为我们是钢筋最大的制造商和加工企业，也是钢制栅栏柱的最大制造商，以及型钢最大的制造商之一。在波兰，我们认为我们是钢筋和线材的第二大生产商，也是我们所生产产品的型钢最大生产商。

此外，全球钢铁行业具有周期性且高度竞争，涵盖我们北美钢铁集团和欧洲钢铁集团业务中所有主要产品线的国内和国际生产商。在全球范围内，钢铁生产能力远远超过钢铁产品的需求，这种产能过剩导致了我们运营地区内的钢铁进口竞争。我们的全球战略和差异化的客户服务使我们能够应对产能过剩带来的风险。此外，贸易执行措施，包括根据1962年《美国贸易扩展法案》第232条实施的关税（“第232条”），这些关税于2025年2月10日由特朗普总统恢复并扩大，应有助于支持国内生产并减少不公平定价的钢铁进口。尽管取消第232条关税豁免为国内长材市场提供了有利背景，但关于该措施及其他可能与关税相关的行政行动的持续时间和范围仍存在不确定性。如果第232条或其他进口关税、配额或关税被放松、废除、受到法律挑战或到期；如果某些国家获得豁免，或者美国钢铁价格使得外国钢铁生产商即使存在进口关税、配额或关税也愿意将钢铁产品出口到美国，可能会出现大量外国钢铁的重新进口。这种情况将对美国钢铁价格产生下行压力。

在欧盟（“EU”），“新的钢铁进口制度”于2026年7月1日生效，取代了欧盟之前的钢铁保障措施。新制度设立了关税配额，并通常对超过适用配额的受监管钢铁产品进口征收50%的从价税。这些措施旨在应对全球钢铁产能过剩的影响以及贸易转移进入欧盟市场的风险，并可能通过限制进口量和提高超过适用配额水平的受监管钢铁进口成本来支持欧盟的钢铁生产和价格。作为一家位于欧盟的钢铁生产商，我们认为这些措施为我们的欧洲钢铁集团业务提供了有利的竞争背景。

此外，鉴于欧盟碳边境调节机制（“CBAM”）对全球钢铁行业的影响，我们作为一家位于欧盟的钢铁生产商的地位提供了结构性的竞争优势。CBAM于2023年10月进入过渡阶段，并于2026年1月进入正式阶段，要求某些高碳排放商品的进口商报告嵌入式排放量，并最终购买和交出与如果这些商品在欧盟境内生产时应适用的碳价相对应的证书。CBAM的边境调整可能会增加来自不承担可比碳合规成本的非欧盟生产商的钢铁进口有效成本。作为一家欧盟国内生产商，我们在波兰的短流程钢厂生产的钢铁在欧盟境内销售时不受CBAM边境调整的影响。我们认为这使我们的欧洲钢铁集团业务相对于试图向欧洲市场出口钢铁的非欧盟竞争对手处于有利地位，并有助于2026年期间国内欧盟生产商的市场状况改善。

包括铁、钢和铝在内的商品，必须报告嵌入式排放量，并最终购买和交出与如果这些商品在欧盟境内生产时应适用的碳价相对应的证书。CBAM的边境调整可能会增加来自不承担可比碳合规成本的非欧盟生产商的钢铁进口有效成本。作为一家欧盟国内生产商，我们在波兰的短流程钢厂生产的钢铁在欧盟境内销售时不受CBAM边境调整的影响。我们认为这使我们的欧洲钢铁集团业务相对于试图向欧洲市场出口钢铁的非欧盟竞争对手处于有利地位，并有助于2026年期间国内欧盟生产商的市场状况改善。

竞争优势

CMC多样化的产品供应、我们的规模以及我们的能力支持各种应用，并使我们成为建筑行业的全球解决方案提供商，能够应对建筑早期阶段的多个环节。我们认为，我们的垂直整合制造平台提供了有利的成本结构，并最大化了我们与钢铁相关业务的成果。我们的回收业务为我们的钢铁厂提供废金属，而钢铁厂则利用这些废金属生产并供应我们的加工环节所需的钢铁。由于我们的回收设施通常位于我们的钢铁厂附近，我们可以确保低成本原材料的稳定供应，而我们的加工设施则提供了大量且持续的需求，以及对终端客户需求的前瞻性了解。当进口增加时，这是一种战略优势，因为我们的钢铁厂可以继续为我们的加工厂供货。此外，我们可以根据当前需求或进口趋势调整钢厂的产量。用于我们回收和加工环节的合同定价有助于稳定短期波动。我们建筑解决方案事业部的早期建筑解决方案和增值产品补充了我们现有的混凝土增强产品线，拓宽了我们的商业组合，使我们能够应对商业和基础设施建设早期阶段的多个环节，并为客户提供全面的解决方案。

我们的运营足迹在北美和欧洲也提供了竞争优势。我们在北美和欧洲的钢厂和加工运营在地理位置上具有优势，钢厂位于钢筋和型钢消费需求最高的地区。在美国，我们的钢铁业务网络从东海岸延伸到西海岸，可以覆盖美国每个主要都市区。美国对我们产品的需求最高的是阳光地带地区，我们大部分钢厂都位于该地区，这使我们能够抓住该地区的增长机会，并从更长的建筑季节中获益。此外，我们新收购的预制平台在东南部和大西洋中部地区拥有多个战略位置的设施。这些设施与我们的钢铁业务之间的地理重叠使我们能够为早期建筑阶段提供额外的解决方案。我们在波兰的迷你钢厂也具有战略优势，因为它能够很好地服务于邻近的欧洲经济体。

有关上述竞争因素的更多信息，请参阅本年度报告第一部分、第1A项“风险因素”。

可持续发展

可持续发展已融入我们的商业模式，并且仍然是我们战略的核心。在过去50多年里，我们一直使用回收废钢和电弧炉（EAF）技术制造钢铁，这种技术比传统的高炉技术更高效且更环保，能耗低于行业平均水平，并且每吨熔炼钢铁产生的二氧化碳显著减少。我们在将主要原料铁质废料以钢筋、型钢、线材和栅栏柱等形式重新投入经济中发挥着关键作用，用于各种应用。2026年，回收材料约占我们制造的成品钢所用原材料的98%。我们的Tensar土工格栅技术也带来了可持续发展的益处，例如在建设项目中使用该技术可以延长道路使用寿命、节约水资源、控制土壤侵蚀并减少集料消耗。

越来越多的客户在供应链中优先考虑可持续的商业实践。我们通过提供如RebarZero、MerchantZero、WireZero和PostZero等产品线，以及其他“净零”排放产品组合中的产品，帮助客户满足自身的可持续性需求。每年，我们的垂直整合制造工艺将数百万吨废金属从垃圾填埋场中移除。我们的工艺包括五个主要步骤：


$\"My$	1. 就地采购、购买和加工废金属作为原料，这使我们能够降低排放并让更多的废弃物得到有益的利用。 2. 熔炼回收的废金属，用我们现代化、高效的电弧炉将其转化为新钢，与传统高炉技术相比，这种技术能耗更低，温室气体（“GHG”）排放更少。 3. 轧制新钢制成成品长材，包括钢筋、型钢、轻型结构型材和其他特殊截面、线材和用于重新轧制的半成品钢坯。 4. 加工成品为定制形状和长度，以供客户最终使用。 5. 回收报废的钢铁材料作为新钢铁产品的原料，从而再次启动我们的钢铁生产周期。

我们继续投资于新技术和工艺，以减少我们的环境影响，包括我们在西弗吉尼亚州伯克利县的最新微型钢厂，该厂采用先进的电弧炉供电系统，旨在提高能源效率，与传统炼钢方法相比，从而实现总体电力消耗降低和环境影响减少。

有关我们可持续发展承诺以及我们制定的环境目标的信息，包括我们减少钢铁生产温室气体排放强度的目标，可在我们网站的可持续发展部分（www.esg.cmc.com）找到。

环境事项

我们业务中一个重要的因素是我们遵守复杂且不断演变的环境法律法规。这些法律法规，除其他事项外，还涉及废物处置、空气排放、废物和雨水排放物的处理。我们的运营根据环境法律持有各种许可和授权。环境法律法规不断演变，并随时间推移而受到不断变化的解释和执行的影响。我们投入大量资源以遵守环境法律法规，这些支出可能因不可预见的监管发展而发生变化。此外，关于适当的控制水平、测试和采样程序、新的污染控制技术以及基于市场条件的成本效益分析的不确定性，会影响我们为遵守环境监管计划而必需的未来支出。遵守和各种环境要求及适用于我们行业的环境风险的变化可能对我们的业务、经营成果和财务状况产生不利影响。

根据《综合环境反应、赔偿和责任法案》（\"CERCLA\" 或 \"Superfund\"）及类似州法律，我们可能偶尔需要对（或支付）我们运营或曾经运营的场所，或我们曾发送材料的场所进行清理或采取补救措施，或为此支付自然资损。如果我们被认定在某场所安排处理或处置危险物质，我们可能被列为潜在责任方（\"PRP\"），并负责该场所的清理费用及相关的自然资损。美国环境保护局（\"EPA\"）或相应的州机构已将我们列为多个联邦Superfund场所或类似州场所的PRP，并且我们已收到其他场所的信息请求。在某些情况下，这些机构声称我们是PRP，因为我们向该场所出售了废金属或以其他方式处置了材料。关于废金属的销售，我们认为，我们作为卖方将有价值的废金属出售给他人，用于制造过程作为原材料，而我们并不控制该制造过程，这种交易不应构成联邦法律定义的\"处理或处置危险物质的安排\"。在满足某些条件的情况下，《Superfund回收公平法案》为废金属的合法卖家提供了一些免于联邦法律下Superfund责任的救济。尽管国会已明确联邦法律的意图，但一些州法律和环保机构仍试图基于这种公平交易构成\"处理或处置危险物质的安排\"而追究责任。我们认为，试图追究此类责任与鼓励回收和促进使用回收材料的公共政策目标和立法相违背，我们继续支持与国会行动一致的州法律和法规的澄清。

我们产生的废物，包括危险废物，受《资源保护与回收法案》（\"RCRA\"）及类似州和地方法规的约束。RCRA规范固体废物和危险二次材料的处理、回收和处置，因此可能限制我们某些废物的处置选择。根据RCRA，政府可以处以罚款，并可下令采取纠正措施以解决污染问题。此外，RCRA还允许公民提起诉讼，使私人方可以提起诉讼以执行RCRA。

随着时间的推移，适用于废物和污染场地的州和联邦法律变得更加严格，我们无法预测未来监管趋势是否会带来与我们的废物和污染场所相关的更严格要求。

根据《清洁空气法案》（\"CAA\"）及类似州和地方法规，我们必须获得与我们各设施空气排放相关的许可或其他授权。根据CAA，政府可以对违规行为寻求罚款和禁令救济，并且CAA允许通过公民诉讼由私人方进行执行。随着时间的推移，CAA下控制空气排放的要求变得更加严格，不能保证EPA或各州不会采用不同的或更严格的排放标准，这将需要额外的支出。

《清洁水法案》（\"CWA\"）及相应的州和地方法规对向美国水域（或适用的州）排放物质施加了限制，包括对废水、雨水和填充材料排放的限制。这些限制随时间推移变得更加严格，我们无法预测未来是否会施加更多限制。 CWA 为违规行为提供了禁令救济，并允许通过公民诉讼进行私人执法。

其他环境法律适用于我们的运营和设施以及我们的产品。这些包括但不限于《有毒物质控制法案》、《石油污染法案》和《安全饮用水法案》，以及州和地方法规。此外，我们可能面临普通法索赔，例如妨害、非法侵入、过失或其他指控个人伤害、财产损害和其他损害的索赔。

我们无法预测因环境合规而可能需要的总资本支出或运营成本增加或其他费用。我们也不确定我们是否可以通过提高产品价格将这些成本转嫁给客户。2026年，我们产生了环境成本，包括处置、许可、执照费用、测试、研究、修复、顾问费用和环境人员费用，共计6290万美元。此外，2026年我们在环境项目上的资本支出为190万美元。我们认为，我们的设施目前符合适用的环境法律法规。我们预计2027年新环境项目的资本支出约为350万美元。有关我们遵守环境法律法规的更多信息，请参见本年度报告第一部分、第1A项、风险因素——与监管环境相关的风险。

员工与劳动力文化

我们的员工是我们最重要的资产，是我们的成功基础。我们认识到，我们的员工来自不同的背景，拥有独特的技能，我们培养了一种挑战传统思维、促进团队合作、要求问责并奖励成功的文化。我们文化的核心是我们诚信、安全、协作和卓越的核心价值观。这些核心价值观通过我们的日常行动和与员工的会议不断得到强化，成为我们行为和决策的指南。

下表显示了截至2026年8月31日，各报告业务部门及公司及其他部门的员工人数：


业务部门		员工人数
北美钢铁集团		7,965
建筑解决方案集团		2,549
欧洲钢铁集团		2,749
公司及其他		407
总计		13,670

分别有大约9%、3%和27%的北美钢铁集团、建筑解决方案集团和欧洲钢铁集团的员工属于工会。我们认为，我们与代表我们员工的工会代表关系良好，并致力于为员工提供安全和高效的工作环境。

道德与合规

At CMC, we believe \"it’s what’s inside that counts.\" It is fundamental to our success that both our leaders and employees observe the highest ethical standards of business conduct in their interactions with our customers, suppliers, communities, investors and each other. We empower our employees to make the right decisions and have established the CMC Code of Conduct and Business Ethics (the \"Code\") to help our employees understand company policies and guide their actions. Employees are required to complete training to reinforce their continued understanding of and compliance with the Code. Additionally, to foster and maintain our culture of ethical conduct and integrity, we provide confidential channels for employees

to report known and suspected violations of applicable laws, the Code, our policies or our internal controls, and receive a response to such reports.

Employee Health and Safety

The safety of every employee is, and has always been, one of our top values. We strive to provide a safe working environment where facilities achieve zero work-related injuries or illnesses. In pursuit of our goal of zero incidents, we embrace a total safety culture that encourages our employees to recognize potentially unsafe situations and use our Proactive Safety Program to report concerns and work together to remove potential hazards from the work environment before incidents occur. Additionally, our Global Health and Safety Policy sets the standard for our facilities based on best practices that often exceed regulatory requirements and all of our employees are provided with the training necessary to safely and effectively perform their responsibilities.

Our Safety Management System includes our policies, incident management process, data dashboards and safety action plans based on observed behaviors related to health and safety. We periodically issue employee Safety Perception Surveys at various locations to identify any discrepancies between management and employee perspectives on the safety of our working conditions. Additionally, we participate in industry association meetings to share expertise and best practices. These surveys and meetings facilitate important discussions that ultimately help further develop our health and safety management systems.

With continued focus on safety in 2026, we maintained an exceptional safety record. Although total recordable incident rate (\"TRIR\") results were slightly above the prior year's record-low level, our TRIR in 2026 remained among the lowest in the Company's history, and below industry averages reflecting our continued commitment to workplace safety. Our 2026 TRIR results include our newly acquired precast locations, where we are integrating our existing safety policies and programs.

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____________________________

(1) TRIR is defined as OSHA recordable incidents x 200,000/hours worked.

(2) This line represents the 2024 average for Steel Product Manufacturing (North American Industry Classification System (\"NAICS\") code 3311), based on the latest available information provided by the U.S. Bureau of Labor Statistics.

In addition to TRIR, we also measure our near miss frequency rate, which we believe is critical to incident avoidance and supports our superior safety rating in the industry.

Talent Development and Retention

我们投资于培训和资源，以支持员工发挥全部潜力并建立内部能力，我们致力于提供一个安全、欢迎和富有成效的工作环境。我们持续改进的文化为员工创造了内部晋升和成长机会。我们认识到，吸引和留住具备正确人才、承诺和动力的员工是实现我们目标并发挥全部增长潜力的关键步骤。CMC为员工提供线上和线下培训选项，以及学费补助，以支持员工进一步深造的相关费用。除了为所有员工提供的内部开发的技术、安全和领导力培训外，许多新入职的商业和运营岗位员工在入职期间会完成轮岗计划，以在业务各领域获得技术经验。我们还定期进行调查和其他员工参与活动，这些活动能提供有关员工如何体验我们的工作场所的宝贵见解，包括他们对信任、尊重、自豪感和整体文化的感受，使我们能够持续提升员工体验和我们提供的资源。

关于我们的高管的信息

我们的董事会（以下简称“董事会”）每年选举高管。我们的高管根据董事会的裁量权继续任职。下表列出了截至2026年10月16日，每位高管的姓名、现任职位和职务、年龄以及成为高管的年份。


姓名	现任职位和职务	年龄	成为高管的年份
Peter R. Matt	总裁兼首席执行官	63	2023
Paul J. Lawrence	高级副总裁兼首席财务官	56	2016
Jody K. Absher	高级副总裁，首席法律顾问及公司秘书	49	2020
Kekin M. Ghelani	高级副总裁，首席战略官	52	2024
Brian N. Halloran	高级副总裁，北美钢铁集团	55	2025
Keith A. Haas	高级副总裁，预制品集团	60	2025
Michael A. Doucet	高级副总裁，新兴业务集团及首席商务官	53	2026

Peter R. Matt has served as the President and Chief Executive Officer of CMC since September 1, 2023 and previously served as President of CMC from April 2023 to August 2023. Prior to joining CMC, Mr. Matt served as Executive Vice President and Chief Financial Officer of Constellium N.V. (\"Constellium\"), a global aluminum fabrication company, from 2016 to 2023. Prior to joining Constellium, Mr. Matt served as a Managing Partner for Tumpline Capital, LLC from 2015 to 2016. From 1985 to 2015, he held various leadership positions with Credit Suisse.

Paul J. Lawrence has served as Senior Vice President and Chief Financial Officer of CMC since November 2021. Prior thereto, Mr. Lawrence served as CMC’s Vice President and Chief Financial Officer from September 2019 to November 2021, Vice President of Finance from June 2018 to September 2019, Treasurer, Vice President of Financial Planning and Analysis from January 2017 to June 2018, Vice President of Finance and Treasurer from September 2016 to January 2017, and Vice President of Finance from February 2016 to September 2016. Prior to joining CMC, Mr. Lawrence served as North American Information Technology Leader of Gerdau Long Steel North America, a U.S. steel producer, from 2014 to 2016, and from 2010 to 2014, he served as Gerdau Template Deployment Leader at Gerdau Long Steel North America. From 2003 to 2010, Mr. Lawrence held a variety of financial roles at Gerdau Ameristeel Corporation, including Assistant Vice President and Corporate Controller, and Deputy Corporate Controller. From 1998 to 2002, Mr. Lawrence held several financial positions with Co-Steel Inc., which was acquired by Gerdau SA.

Jody K. Absher has served as Senior Vice President, Chief Legal Officer and Corporate Secretary since October 2023. Prior thereto, Ms. Absher served as CMC’s Vice President, Chief Legal Officer and Corporate Secretary from August 2022 to October 2023, Vice President, General Counsel and Corporate Secretary from May 2020 to August 2022, Interim General Counsel from February 2020 to May 2020, Lead Counsel and Assistant Corporate Secretary from November 2014 to February 2020, Senior Counsel and Assistant Corporate Secretary from October 2013 to November 2014, and Legal Counsel from May 2011 to October 2013. Prior to joining CMC, Ms. Absher was an attorney at Haynes and Boone, LLP, a global law firm, from August 2007 to May 2011.

Kekin M. Ghelani has served as Senior Vice President, Chief Strategy Officer since October 2024. Prior to joining CMC, Mr. Ghelani served as the Chief Strategy and Growth Officer of Summit Materials, Inc. from May 2022 to August 2024. From 2019 to 2022, Mr. Ghelani served as Vice President of Strategy, Growth and Ventures of the Water & Protection business unit of DuPont Nemours, Inc. From 2013 to 2019, Mr. Ghelani held roles of increasing responsibility at Celanese Corporation. Prior thereto, he held various senior positions at McKesson Corporation and Honeywell International.

Brian N. Halloran has served as Senior Vice President, North America Steel Group since May 2025. Mr. Halloran joined CMC in 1998, and has worked in numerous commercial and operational roles, most recently as Vice President of CMC’s Central Division. He is a member of the Recycled Materials Association (\"ReMa\"), and a former Chair of ReMa’s Ferrous Division.

Keith A. Haas has served as Senior Vice President, Precast Group since December 2025. Mr. Haas joined CMC in 2025 from Foley, where he had served as Foley’s Chief Executive Officer since 2022. From 2021 to 2022, Mr. Haas served as Group Executive, Commercial at CRH plc (“CRH”). From 2019 to 2020, Mr. Haas served as President of CRH’s global Business Division and from 2016 to 2018, as President of CRH’s Americas Products & Distribution Division. From 2011 to 2015, Mr. Haas served as the Chief Executive Officer of CRH’s operating subsidiary Oldcastle Building Products and as the Chief

Executive Officer of Oldcastle Architectural from 2008 to 2010. Prior to joining CRH in 1995, Mr. Haas worked as a project engineer at Amoco Chemical Company. Mr. Haas currently serves on the board of directors of BlueLinx Holdings Inc.

Michael A. Doucet has served as Senior Vice President, Emerging Businesses Group and Chief Commercial Officer since August 2026. Prior thereto, Mr. Doucet served as CMC’s Senior Vice President, Emerging Businesses Group from October 2023 to August 2026, Vice President, Commercial from April 2022 to October 2023, and Vice President, Southeast Region from July 2020 to April 2022. Prior to joining CMC, Mr. Doucet served as a Senior Vice President at AZZ Incorporated from September 2017 to July 2020. Mr. Doucet has served as the Chairman of the Supervisory Board for CMC Poland since October 2023.

ITEM 1A. RISK FACTORS

There are inherent risks and uncertainties associated with our business that could adversely affect our business, results of operations and financial condition. Set forth below are descriptions of those risks and uncertainties that we currently believe to be material, but the risks and uncertainties described below are not the only risks and uncertainties that could adversely affect our business, results of operations and financial condition. If any of these risks actually occur, our business, results of operations and financial condition could be materially adversely affected.

RISKS RELATED TO OUR BUSINESS

Scrap and other inputs for our business are subject to price fluctuations and limited availability, which may adversely affect our business, results of operations and financial condition.

At any given time, we may be unable to obtain an adequate supply of critical raw materials at prices and on other terms acceptable to us. We depend on ferrous scrap, the primary raw material used by our steel mills, and other inputs such as graphite electrodes and alloys for our steel mill operations. The price of scrap and other inputs has historically been subject to significant fluctuation, and we may not be able to adjust our product prices to recover the costs of rapid increases in raw material prices, especially over the short-term and in our fixed price contracts. The profitability of our operations would be adversely affected if we are unable to pass increased raw material and input costs on to our customers.

The purchase prices for automobile bodies and various other grades of obsolete and industrial scrap, as well as the selling prices for processed and recycled scrap metals we utilize in our own manufacturing process or resell to others, are highly volatile. A prolonged period of low scrap prices or a fall in scrap prices could impair our ability to obtain, process, sell and consume recycled material, which could have a material adverse effect on our business, results of operations and financial condition. Our ability to respond to changing recycled metal selling prices may be limited by competitive or other factors during periods of low scrap prices, when the supply of scrap may decline considerably, as scrap generators hold onto their scrap in the hope of getting higher prices later. Conversely, increased foreign demand for scrap due to economic expansion in countries such as China, India, Brazil and Turkey, as well as the growth of EAF steel production due to efforts by countries and producers to reduce carbon emissions in the industry, can result in an outflow of available domestic scrap as well as higher scrap prices that cannot always be passed on to domestic scrap consumers or consumers of our steel products, further reducing the available domestic scrap flows and margins, all of which could adversely affect our sales and profitability.

The availability of raw materials may also be negatively affected by laws and regulations, domestic and foreign trade policy, allocations by suppliers, interruptions in production, accidents and natural disasters, changes in exchange rates, global price fluctuations and the availability and cost of transportation. If we are unable to obtain adequate and timely deliveries of our required raw materials, we may be unable to manufacture significant quantities of our products in a timely manner.

We rely on the availability of large amounts of electricity and natural gas. Disruptions in delivery or substantial increases in energy costs, including crude oil prices, could adversely affect our business, results of operations and financial condition.

Our EAF mills melt steel scrap and use natural gas to heat steel billets for rolling into finished steel products. As large consumers of electricity and natural gas, often the largest in the geographic area where our mills are located, we must have dependable delivery of electricity and natural gas in order to operate. Accordingly, we are at risk in the event of an energy disruption. Prolonged black-outs or brown-outs or disruptions caused by natural disasters could substantially disrupt our production. Additionally, the rapid expansion of data centers driven by growing demand for cloud services, artificial intelligence and other digital infrastructure is expected to significantly increase electric power consumption, which could impact energy availability and pricing for industrial users, including steel producers. While we have not suffered prolonged production delays due to our inability to access electricity or natural gas, several of our competitors have experienced such

occurrences. Prolonged substantial increases in energy costs would have an adverse effect on the costs of operating our mills and would negatively impact our profitability unless we were able to fully pass through the additional expense to our customers. Further, our finished steel products are typically delivered by truck. Rapid increases in the price of fuel attributable to increases in crude oil prices would increase our costs and adversely affect many of our customers' financial results, which in turn could result in reduced margins and declining demand for our products.

We may encounter labor disputes and shortages for skilled labor and/or qualified employees in operational positions, which could adversely impact our operations.

Our employees contribute to and are instrumental in developing and meeting our business goals and objectives, and we depend on a qualified labor force for the manufacture of our products. The impact of labor shortages and increased competition for available workers may increase our costs or impede our ability to optimally staff our facilities and could have an adverse impact on our results of operations, financial condition and cash flows. In addition, an ongoing labor shortage may result in increased expenses related to hiring and retention of qualified employees. As our experienced employees retire and we lose their institutional knowledge, we may encounter challenges and may have difficulty replacing them with employees of comparable skill and efficiency. Additionally, as of August 31, 2026, 9%, 3% and 27% of the employees in our North America Steel Group, Construction Solutions Group and Europe Steel Group segments, respectively, belong to unions. While we believe that we have good relations with the union representatives, there can be no assurance that any future labor negotiations will prove successful, which may result in a significant increase in the cost of labor, or may break down and result in the disruption of our business or operations.

The loss of, or inability to hire, key employees may adversely affect our ability to successfully manage our operations and meet our strategic objectives.

Our future success depends, in large part, on the continued service of our officers and other key employees and our ability to continue to attract and retain additional highly qualified personnel. These employees are integral to our success based on their expertise and knowledge of our business and products. We compete for such personnel with other companies, including public and private company competitors who may periodically offer more favorable terms of employment. The loss or interruption of the services of a number of our key employees could reduce our ability to effectively manage our operations should we be unable to find appropriate replacement personnel in a timely manner.

Our business, financial condition and results of operations may be adversely impacted by macroeconomic conditions.

Adverse macroeconomic conditions, including sustained inflation, recession or prolonged periods of economic stagnation, have the potential to adversely affect our business, financial condition and results of operations. Inflation has the potential to increase our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers. Other inflationary pressures could affect wages, energy prices, the cost and availability of components and raw materials and other inputs and our ability to meet customer demand. A significant economic downturn or recessionary environment could reduce demand for our products, compress our margins, impair the financial condition of our customers and negatively impact construction activity and infrastructure spending. A sustained period of economic uncertainty may cause customers to defer or cancel capital projects, reduce their purchasing commitments or seek to renegotiate existing contracts on less favorable terms. These macroeconomic conditions may further exacerbate other risk factors, including supply chain disruptions, risks related to international operations and the recruitment and retention of qualified employees.

We may have difficulty competing with companies that have a lower cost structure or access to greater financial resources.

We compete with regional, national and foreign manufacturers and traders. Consolidation among participants in the industries in which we operate, including the steel manufacturing and recycling industries and the markets for early-stage construction solutions, has resulted in fewer competitors, and several of our competitors are significantly larger than us and have greater financial resources and more diverse businesses than us. Some of our foreign competitors may be able to pursue business opportunities without regard to certain laws and regulations with which we must comply, such as environmental regulations. These companies may have a lower cost structure and more operating flexibility, and consequently they may be able to offer lower prices and more services than we can. There is no assurance that we will be able to compete successfully with these companies. Any of these factors could have a material adverse effect on our business, results of operations and financial condition.

Operating and startup risks, as well as market risks associated with the commissioning of our micro mills and other capital investments, could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments.

Although we have successfully commissioned and operated similar facilities, there are technological, operational, market and start-up risks associated with the commissioning of our micro mills and other capital investments. While we believe these facilities should be capable of consistently producing high-quality products in sufficient quantities and at costs that will compare favorably with other similar steel manufacturing facilities, these expectations may not be achieved. If we encounter quality control restrictions during commissioning of our micro mills and other capital investments or after startup, our capital costs could increase materially, the expected benefits could be diminished or lost and we could lose all or a substantial portion of our investment. Furthermore, due to the innovative systems and processes being deployed, construction and commissioning of our micro mills and other capital investments may present new operational complexities not previously experienced. In addition, reductions in the availability of certain modes of transportation, such as rail or trucking, following startup at these facilities could limit our ability to deliver our products and therefore adversely affect our operational and financial results.

Our mills require continual capital investments that we may not be able to sustain.

We must make regular, substantial capital investments in our steel mills to maintain the mills, lower production costs and remain competitive. We cannot be certain that we will have sufficient internally generated cash or acceptable external financing to make necessary substantial capital expenditures in the future. The availability of external financing depends on many factors outside of our control, including capital market conditions and the overall performance of the economy. If funding is insufficient, we may be unable to develop or enhance our mills, take advantage of business opportunities and respond to competitive pressures.

Unexpected equipment failures may lead to production curtailments or shutdowns, which may adversely affect our business, results of operations and financial condition.

Interruptions in our production capabilities adversely affect our production costs, products available for sale and earnings from time to time. Our manufacturing processes are dependent upon critical pieces of equipment, such as our furnaces, continuous casters and rolling equipment, press and stretching equipment, and electrical systems such as transformers. This equipment may, on occasion, be out of service as a result of unanticipated failures. While we maintain backups for certain critical pieces of equipment to use during the time it may take to repair or replace inoperable equipment, we have experienced, and may in the future experience, material plant shutdowns or periods of reduced production as a result of such equipment failures. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions.

We are vulnerable to the economic conditions in the regions in which our operations are concentrated.

Economic downturns in the U.S., United Kingdom (the \"U.K.\"), Central Europe and China, or decisions by governments that have an impact on the level and pace of overall economic activity in one of these regions, could adversely affect demand for our products and, consequently, our sales and profitability. As a result, our financial results are substantially dependent upon the overall economic conditions in these areas.

Information technology interruptions and breaches in data security could adversely impact our business, results of operations and financial condition.

We rely on computers, information and communications technology and related systems and networks to operate our business, including to store sensitive data such as intellectual property, our own proprietary business information and that of our customers, suppliers and business partners, as well as personally identifiable information of our employees. Increased global information technology security requirements, vulnerabilities, threats and a rise in sophisticated and targeted cyber attacks, which may be heightened in times of hostilities or war, computer viruses, phishing attacks, social engineering schemes, malicious code, ransomware attacks, acts of terrorism and physical or electronic security breaches, including breaches by computer hackers, cyber-terrorists and/or unauthorized access to or disclosure of our and/or our employees’ or customers’ data, pose a risk to the security of our systems, networks and the confidentiality, availability and integrity of our data. We have experienced cybersecurity incidents in the ordinary course of business but, as of the date of this Annual Report, prior cybersecurity incidents have not had a material adverse effect on our business strategy, results of operations or financial condition.

In addition, cybersecurity incidents affecting our third-party service providers could adversely impact our business and reputation. We rely on third-party service providers, vendors and cloud hosting providers for certain technology services, data storage and processing functions, or to transmit, store or otherwise process data. A cybersecurity incident, data breach or system failure affecting any of our third-party service providers could result in unauthorized access to or disclosure of our confidential information, compromise the integrity of information transmitted through shared systems or interfaces, disrupt our operations or give rise to liability to our customers, employees or third parties, even if our own systems are not directly compromised. The cybersecurity practices of our third-party service providers may not be effective in preventing cybersecurity incidents. A breach of their systems or failure to maintain adequate cybersecurity measures could expose us to reputational harm, legal liability, regulatory scrutiny or operational disruption that could have a material adverse effect on our business, results of operations and financial condition. Additionally, certain of our customers have previously experienced and may in the future experience, cybersecurity incidents. To the extent our customers' systems or networks are compromised by a cybersecurity incident, we could be adversely impacted if we receive fraudulent or unauthorized communications, including impersonation, spoofing or social engineering attempts, as a result of such incident, or if the integrity of data exchanged with the affected customer is compromised. Such incidents could result in financial loss, reputational harm or disruption to our ability to conduct business with our customers.

Our systems and networks are also subject to damage or interruption from power outages, natural disasters, telecommunications failures, intentional or inadvertent user misuse, employee error, operator negligence and other similar events. Any of these or other events could result in system interruption, the disclosure, modification or destruction of proprietary and other key information, corruption of data, legal claims or proceedings, government enforcement actions, civil or criminal penalties, increased cybersecurity protection and remediation costs, production delays or disruptions to operations including processing transactions and reporting financial results and could adversely impact our reputation and our operating results. We have taken steps to address these concerns and have implemented internal control and security measures to protect our systems and networks from security breaches; however, measures that the Company takes to avoid, detect, mitigate or recover from material incidents, may be circumvented, become ineffective or fail to detect or prevent all threats. Despite these efforts, a system or network failure, or security breach, could materially impact our business, results of operations and financial condition. As cybersecurity threats continue to evolve and become more sophisticated, we may be required to incur significant costs and invest additional resources to protect against and, if required, remediate the damage caused by such disruptions or system failures in the future.

Attention to ESG matters, including any targets or other ESG, environmental justice or regulatory initiatives, could result in additional costs or risks or adverse impacts on our business.

Our business faces scrutiny related to ESG issues, including environmental stewardship, supply chain management, climate change, workplace conduct, human rights, philanthropy and support for local communities. Investors, stakeholders and other interested parties are also increasingly focused on issues related to environmental justice and ESG in general. Implementation of our environmental and sustainability initiatives, including the goals set forth in our annual sustainability report, requires certain financial expenditures and employee resources, and the implementation of certain ESG practices or disclosures. In addition, we are, or in the future may become, subject to domestic and international disclosure frameworks, regulations and requirements related to climate change and sustainability. Compliance with such disclosure frameworks, regulations and requirements, if and when they are implemented, could require significant effort, and if we fail to meet the applicable regulatory standards or expectations with respect to these issues, including the expectations we establish for our business, we could be subject to penalties, fines, lawsuits or regulatory action, our reputation and brand could be damaged, and our business, financial condition and results of operations could be adversely impacted. Furthermore, negative publicity with respect to our business and operations could result in the cancellation or delay of projects, the revocation of permits or termination of contracts, each of which may adversely affect our business strategy, increase our costs, or adversely affect our reputation, performance and availability of capital.

We are subject to litigation, potential liability claims and contract disputes, and may become subject to additional litigation, claims and disputes in the future, any of which could adversely affect our business, results of operations and financial condition.

We are involved in various litigation matters, including regulatory proceedings, administrative proceedings, governmental investigations, environmental matters and construction contract disputes. The nature of our operations also exposes us to possible litigation claims in the future. Furthermore, the manufacture and sale of our products as well as the use of our products in a wide variety of commercial and industrial applications expose us to potential product liability and related claims. In the event that a product of ours fails to perform as expected, regardless of fault, or is used in an unexpected manner, and such failure or use results in, or is alleged to result in, bodily injury and/or property damage or other losses, we may be subject to product liability and product quality claims.

Because of the uncertain nature of litigation and insurance coverage decisions, we cannot predict the outcome of these matters. These matters could have a material adverse effect on our reputation, business, results of operations and financial condition. Litigation is very costly, and the costs associated with prosecuting and defending litigation matters could have a material adverse effect on our business, results of operations and financial condition. Although we are unable to precisely estimate the ultimate dollar amount of exposure to loss in connection with litigation matters, we make accruals as warranted. However, the amounts that we accrue could vary significantly from the amounts we actually pay, due to inherent uncertainties, including the inherent uncertainties of the estimation process, the uncertainties involved in litigation and other factors. As further described in Part I, Item 3, Legal Proceedings of this Annual Report, 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. In the year ended August 31, 2025, we reported $362.3 million of litigation expense in the consolidated statement of earnings, 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 for the period. In the year ended August 31, 2026, we reported $15.4 million of litigation expense in the consolidated statement of earnings, which amount primarily represents the Company's estimate of post-judgment interest on the PSG judgment for the period. Unless the verdict and judgment are overturned or the judgment is significantly reduced, the cash payments incurred in connection with this litigation would have a significant impact on our liquidity and financial condition.

Potential limitations on our ability to access credit, or the ability of our customers and suppliers to access credit, may adversely affect our business, results of operations and financial condition.

If our access to credit is limited or impaired, our business, results of operations and financial condition could be adversely impacted. Our senior unsecured notes are rated by Standard & Poor's Corporation, Moody's Investors Service and Fitch Group, Inc. In determining our credit ratings, the rating agencies consider a number of both quantitative and qualitative factors. These factors include earnings, fixed charges such as interest, cash flows, total debt outstanding, off-balance sheet obligations and other commitments, total capitalization and various ratios calculated from these factors. The rating agencies also consider predictability of cash flows, business strategy and diversity, industry conditions and contingencies. Any downgrades in our credit ratings may make raising capital more difficult, increase the cost and affect the terms of future borrowings, affect the terms under which we purchase goods and services and limit our ability to take advantage of potential business opportunities. We could also be adversely affected if our banks refused to honor their contractual commitments or cease lending.

We are also exposed to risks associated with the creditworthiness of our customers and suppliers. In certain markets, we have experienced a consolidation among those entities to whom we sell. This consolidation has resulted in an increased credit risk spread among fewer customers, often without a corresponding strengthening of their financial status. If the availability of credit to fund or support the continuation and expansion of our customers' business operations is curtailed or if the cost of that credit is increased, the resulting inability of our customers or of their customers to either access credit or absorb the increased cost of that credit could adversely affect our business by reducing our sales or by increasing our exposure to losses from uncollectible customer accounts. The consequences of such adverse effects could include the interruption of production at the facilities of our customers, the reduction, delay or cancellation of customer orders, delays or interruptions of the supply of raw materials we purchase and bankruptcy of customers, suppliers or other creditors. Any of these events may adversely affect our business, results of operations and financial condition.

Geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war have caused disruptions in the global economy, energy supplies and raw materials, which may continue to negatively impact our business and operations.

The global economy has been negatively impacted by geopolitical conflicts, such as the continuing military conflict between Russia and Ukraine, Israel and Hamas, and the conflict in Iran. Such conflicts have led and may continue to lead to market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, higher inflation, supply chain interruptions, political and social instability, as well as an increase in cyberattacks and espionage. While such recent geopolitical conflicts have not had a direct material adverse impact on our business, financial condition or results of operations, we have seen increases in fuel costs, energy costs in Europe have increased, and the broader geopolitical environment may result in demand variability and cost inflation. We will continue to monitor such situations and develop contingency plans as necessary to address any disruptions to our business operations. To the extent geopolitical conflicts continue to adversely affect the global economy as discussed above, they may also heighten many of the other risks described in this \"Risk Factors\" section, such as those relating to data security, supply chain, volatility in prices of scrap, energy and other inputs and market conditions, any of which could negatively affect our business, results of operations or financial condition.

The failure to successfully execute our transformation initiatives may adversely affect our future results of operations and financial condition.

Our transformation initiatives aim to improve long-term profitability, lower our costs, enhance margins and drive operational efficiency. In 2024, we launched our company-wide Transform, Advance, and Grow (\"TAG\") operational and commercial excellence program. The TAG initiatives may involve significant changes to organizational structures, technology platforms, operational processes and commercial strategies. Such efforts have required, and may continue to require, substantial changes for our employees. The success of these initiatives depends on, among other things:

•effective execution and change management across multiple simultaneous initiatives;

•the availability of sufficient capital and management resources to execute transformation initiatives while simultaneously pursuing other strategic priorities;

•the ability to retain key personnel with expertise critical to implementing these initiatives;

•the pace and extent of adoption by our employees, which may be slower or more limited than expected;

•unanticipated operational complexities, technological limitations or implementation challenges; and

•changes in macroeconomic conditions, the competitive landscape, or customer behavior that could diminish the effectiveness of specific initiatives or erode previously realized benefits.

We may be unable to achieve the expected operational efficiencies and cost savings from our transformation initiatives within the anticipated timeframe, or at all. As a result, the related cost savings and reductions to our permanent cost structure may differ from our projections. If we are unable to successfully implement these initiatives, we may fail to achieve our margin improvement targets and projected cost savings. In addition, the volume, pace or variety of organizational changes undertaken in connection with these initiatives may contribute to change fatigue among our employees, which could result in reduced engagement, lower productivity, increased voluntary turnover or diminished adoption of new processes and tools. If change fatigue is not effectively managed, the anticipated benefits of our transformation efforts may not be fully realized.

The potential impact of our customers' non-compliance with existing commercial contracts and commitments, due to insolvency or for any other reason, may adversely affect our business, results of operations and financial condition.

From time to time in the past, some of our customers have sought to renegotiate or cancel their existing purchase commitments with us. In addition, some of our customers have breached previously agreed upon contracts to buy our products by refusing delivery of the products.

Where appropriate, we have and expect to in the future pursue litigation to recover our damages resulting from customer contract defaults and bankruptcy filings. We use credit assessments in the U.S. and credit insurance in Poland to mitigate the risk of customer insolvency. However, a large number of our customers defaulting on existing contractual obligations to purchase our products could have a material adverse effect on our business, results of operations and financial condition.

The agreements governing our notes and our other debt contain financial covenants and impose restrictions on our business.

The indentures governing our 4.125% Senior Notes due 2030, our 3.875% Senior Notes due 2031, our 4.375% Senior Notes due 2032, our 5.750% Senior Notes due 2033 and our 6.000% Senior Notes due 2035 contain restrictions on our ability to

create liens, sell assets, enter into sale and leaseback transactions and consummate transactions causing a change of control such as a merger or consolidation. In addition to these restrictions, our Credit Agreement, as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report, contains covenants that restrict our ability to, among other things, enter into transactions with affiliates and guarantee the debt of some of our subsidiaries. Our Credit Agreement also requires that we meet certain financial tests and maintain certain financial ratios, including maximum debt to capitalization and interest coverage ratios. The loan agreements related to the Series 2022 Bonds and Series 2025 Bonds, as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report, also restrict our ability to, among other things, enter into certain sale and leaseback transactions, incur certain liens and take actions that could adversely affect the tax-exempt status of such bonds.

Other agreements that we may enter into in the future may contain covenants imposing significant restrictions on our business that are similar to, or in addition to, the covenants under our existing agreements. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise.

Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any of these covenants could result in a default under the indentures governing our notes or under our other debt agreements. An event of default under our debt agreements would permit our lenders to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest. If we were unable to repay debt to our secured lenders or if we incur additional secured debt in the future, these lenders could proceed against the collateral securing such debt. In addition, acceleration of our other indebtedness may cause us to be unable to make interest payments on our notes.

We may not be able to successfully identify, consummate or integrate acquisitions, and acquisitions may adversely affect our financial leverage.

Part of our strategy includes pursuing inorganic growth through acquisitions. We have expanded, and plan to continue to expand, our business by making strategic acquisitions and regularly seeking suitable acquisition targets to enhance our growth. We may fund such acquisitions using cash on hand, drawing under our credit facility or accessing the capital markets. To the extent we finance such acquisitions with additional debt, the incurrence of such debt may result in a significant increase in our interest expense and financial leverage, which could be further exacerbated by volatility in the debt capital markets. Further, an increase in our leverage could lead to deterioration in our credit ratings.

The pursuit of acquisitions may pose certain risks to us. We may not be able to identify acquisition candidates that fit our criteria for growth and profitability. Even if we are able to identify such candidates, we may not be able to acquire them on terms or financing satisfactory to us. We will incur expenses and dedicate attention and resources associated with the review of acquisition opportunities, whether or not we consummate such acquisitions. In addition, potential acquisition targets may operate in industries in which we do not currently operate. For example, during 2026, we completed the Foley Acquisition and the CP&P Acquisition, which resulted in the creation of our precast platform. The Foley Acquisition and the CP&P Acquisition or any future acquisition in a new industry could result in unforeseen operating challenges and difficulties, and subject us to unfamiliar legal requirements.

Additionally, even if we are able to acquire suitable targets on agreeable terms, we may not be able to successfully integrate their operations with ours. Achieving the anticipated benefits of any acquisition will depend in significant part upon whether we integrate such acquired businesses in an efficient and effective manner. We may not be able to achieve the anticipated operating and cost synergies or long-term strategic benefits of our acquisitions within the anticipated timing or at all. For example, elimination of duplicative costs may not be fully achieved or may take longer than anticipated. The benefits from any acquisition may be offset by the costs incurred in integrating the businesses and operations. We may also assume liabilities in connection with acquisitions to which we would not otherwise be exposed. An inability to realize any or all of the anticipated synergies or other benefits of an acquisition as well as any delays that may be encountered in the integration process, which may delay the timing of such synergies or other benefits, could have an adverse effect on our business, results of operations and financial condition.

Goodwill or other indefinite-lived intangible asset impairment charges in the future could have a material adverse effect on our business, results of operations and financial condition.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually as of the first day of our fourth quarter and between annual tests whenever events or circumstances indicate that the carrying value of a reporting unit, including goodwill, or an indefinite-lived intangible asset exceeds its fair value.

To evaluate goodwill and other indefinite-lived intangible assets for impairment, we may use qualitative assessments to determine whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessments require assumptions to be made regarding multiple factors, including the current operating environment, historical and future financial performance and industry and market conditions. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. Alternatively, the Company may elect to bypass the qualitative assessment and instead perform a quantitative impairment test to calculate the fair value of the reporting unit in comparison to its associated carrying value.

The quantitative impairment tests require us to make an estimate of the fair value of our reporting units and indefinite-lived intangible assets. An impairment could be recorded as a result of changes in assumptions, estimates or circumstances, some of which are beyond our control. Factors which could result in an impairment include, but are not limited to: (i) reduced demand for our products; (ii) our cost of capital; (iii) higher material prices; (iv) slower growth rates in our industry; and (v) changes in the market based discount rates. Since a number of factors may influence determinations of fair value of goodwill and indefinite-lived intangible assets, we are unable to predict whether impairments will occur in the future, and there can be no assurance that continued conditions will not result in future impairments. The future occurrence of a potential indicator of impairment could include matters such as (i) a decrease in expected net earnings; (ii) adverse equity market conditions; (iii) a decline in current market multiples; (iv) a decline in our common stock price; (v) a significant adverse change in legal factors or the general business climate; (vi) an adverse action or assessment by a regulator; (vii) a significant downturn in residential or non-residential construction markets; and (viii) excess steelmaking capacity due to new mill startup in the U.S. or levels of imported steel. Any such impairment would result in us recognizing a non-cash charge in our consolidated statements of earnings, which could adversely affect our business, results of operations and financial condition.

Impairment of long-lived assets in the future could have a material adverse effect on our business, results of operations and financial condition.

We have a significant amount of property, plant and equipment, finite-lived intangible assets and right-of-use (\"ROU\") assets that may be subject to impairment testing. Long-lived assets are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying value may be impaired. If the net carrying value of the asset or group of assets exceeds our estimate of future undiscounted cash flows of the operations related to the asset, the excess of the net carrying value over estimated fair value is charged to impairment loss in the consolidated statements of earnings. The primary factors that affect estimates of future cash flows for these long-lived asset groups are (i) management's raw material and selling price outlook; (ii) market demand; (iii) working capital changes; (iv) capital expenditures; and (v) selling, general and administrative (\"SG&A\") expenses. There can be no assurance that continued market conditions, demand for our products, facility utilization levels or other factors will not result in future impairment charges.

Competition from other materials may have a material adverse effect on our business, results of operations and financial condition.

In many applications, steel competes with other materials, such as aluminum and plastics (particularly in the automobile industry), cement, composites, glass and wood. Increased use of, or additional substitutes for, steel products could adversely affect future market prices and demand for steel products.

Our operations present significant risk of injury or death.

The industrial activities conducted at our facilities present significant risk of serious injury or death to our employees, customers or other visitors to our operations. Notwithstanding our safety precautions, programs and policies, including our material compliance with federal, state and local employee health and safety regulations, we may be unable to avoid material liabilities for injuries or deaths. We maintain workers' compensation insurance to address the risk of incurring material liabilities for injuries or deaths, but there can be no assurance that the insurance coverage will be adequate or will continue to be available on the terms acceptable to us, or at all, which could result in material liabilities to us for any injuries or deaths.

Our business, financial condition, results of operations, cash flows, liquidity and stock price may be adversely affected by global public health epidemics.

Pandemics, epidemics, widespread illness or other health issues that interfere with the ability of our employees, suppliers, customers, financing sources or others to conduct business, or negatively affect consumer confidence or the global economy, could adversely affect our business, financial condition, results of operations, cash flows, liquidity and stock price.

Additionally, such global public health epidemics could negatively impact our operations, supply chain, transportation networks and customers, which may compress our margins, including as a result of preventative and precautionary measures that we, other businesses and governments are taking. Any economic downturn resulting from the widespread public health impacts of any future public health epidemic could adversely affect demand for our products and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products and raw materials.

Fluctuations in the value of the U.S. dollar relative to other currencies may adversely affect our business, results of operations and financial condition.

Fluctuations in the value of the U.S. dollar, including, in particular, the increased strength of the U.S. dollar as compared to Turkey's lira, China's renminbi or the euro, may adversely affect our business, results of operations and financial condition. A strong U.S. dollar makes imported metal products less expensive, resulting in more imports of steel products into the U.S. by our foreign competitors, while a weak U.S. dollar may have the opposite impact on imports. With the exception of exports of scrap metal by certain recycling facilities in our North America Steel Group segment, we have not recently been a significant exporter of metal products from the U.S. Economic difficulties in some large steel-producing regions of the world, resulting in lower local demand for steel products, have historically encouraged greater steel exports to the U.S. at depressed prices which can be exacerbated by a strong U.S. dollar. As a result, our products that are made in the U.S. may become relatively more expensive as compared to imported steel, which has had, and in the future could have, a negative impact on our business, results of operations and financial condition.

Operating internationally carries risks and uncertainties which could adversely affect our business, results of operations and financial condition.

We have significant recycling and fabrication facilities and a mini mill in Poland as well as Tensar facilities in China and the U.K. Our Europe Steel Group segment, which comprises the majority of our international operations, generated approximately 11% of 2026 consolidated net sales. Our stability, growth and profitability are subject to a number of risks inherent in doing business internationally in addition to the currency exchange risk and operating risks discussed above, including:

•political, military, terrorist or major pandemic events;

•differences in demand, production and energy costs;

•local labor and social issues;

•legal and regulatory requirements or limitations imposed by foreign governments (particularly those with significant steel consumption or steel-related production including Turkey, China, Brazil, and India), including quotas, tariffs or other protectionist trade barriers, adverse tax law changes, nationalization or currency restrictions, and efforts to reduce carbon dioxide emissions;

•disruptions or delays in shipments caused by customs compliance or government agencies; and

•potential difficulties in staffing and managing local operations.

These factors may adversely affect our business, results of operations and financial condition.

Hedging transactions may expose us to losses or limit our potential gains.

Our product lines and global operations expose us to risks associated with fluctuations in foreign currency exchange rates, commodity prices and interest rates. As part of our risk management program, we periodically use financial instruments, including metals commodity futures, natural gas, electricity and other energy forward contracts, freight forward contracts, foreign currency exchange forward contracts and interest rate swap contracts. While intended to reduce the effects of fluctuations in these prices and rates, these transactions may limit our potential gains or expose us to losses. In addition, if our counterparties to such transactions or the sponsors of the exchanges through which these transactions are offered fail to honor their obligations due to financial distress, we could be exposed to potential losses or the inability to recover anticipated gains from these transactions.

We enter into foreign currency exchange forward contracts as economic hedges of trade commitments or anticipated commitments denominated in currencies other than the functional currency to mitigate the effects of changes in currency rates. These foreign exchange commitments are dependent on timely performance by our counterparties. Their failure to perform could result in us having to close these hedges without the anticipated underlying transaction and could result in losses if foreign currency exchange rates have changed.

There can be no assurance that we will repurchase shares of our common stock at all or in any particular amounts.

The stock markets in general have experienced substantial price and trading fluctuations, which have resulted in volatility in the market prices of securities that often are unrelated or disproportionate to changes in operating performance. These broad market fluctuations may adversely affect the trading price of our common stock. Price volatility over a given period may also cause the average price at which we repurchase our own common stock to exceed the stock's price at a given point in time. In addition, significant changes in the trading price of our common stock and our ability to access capital on terms favorable to us could impact our ability to repurchase shares of our common stock. The timing and amount of any repurchases will be determined by the Company's management based on its evaluation of market conditions, capital allocation alternatives and other factors beyond our control. Our share repurchase program may be modified, suspended, extended or terminated by the Company at any time and without notice. See Note 14, Capital Stock, in Part II, Item 8 of this Annual Report for additional information on our share repurchase program.

RISKS RELATED TO OUR INDUSTRY

Our industry and the industries we serve are vulnerable to global economic conditions.

Metals industries and commodity products have historically been vulnerable to significant declines in consumption, global overcapacity and depressed product pricing during prolonged periods of economic downturn. Our business supports cyclical industries such as commercial, government and residential construction, energy, metals service center, petrochemical and original equipment manufacturing. We may experience significant fluctuations in demand for our products from these industries based on global or regional economic conditions, geo-political conflicts, energy prices, consumer demand and decisions by governments to fund infrastructure projects such as highways, schools, energy plants and airports. Commercial and infrastructure construction activities related to the residential housing market, such as shopping centers, schools and roads, could be adversely impacted by a prolonged slump in new housing construction. Our business, results of operations and financial condition are adversely affected when the industries we serve suffer a prolonged downturn or anemic growth. Because we do not have unlimited backlogs, our business, results of operations and financial condition are promptly affected by short-term economic fluctuations.

We are unable to predict the duration of current economic conditions that are contributing to current demand for our products. Future economic downturns or a prolonged period of slow growth or economic stagnation could materially adversely affect our business, results of operations and financial condition.

Excess capacity and over-production by foreign producers in the steel industry as well as the startup of new steelmaking capacity in the U.S., could result in lower domestic steel prices, which would adversely affect our sales, margins, profitability, cash flows and liquidity.

Global steelmaking capacity exceeds demand for steel products in many regions around the world. Rather than reducing employment by rationalizing capacity with consumption, steel manufacturers in these countries (often with local government assistance or subsidies in various forms) have traditionally exported steel at prices significantly below their home market prices, which prices may not reflect their costs of production or capital. For example, steel production in China, the world's largest producer and consumer of steel, has continued to exceed Chinese demand. This excess capacity in China has resulted in a further increase in imports of artificially low-priced steel and steel products to the U.S. and world steel markets. A continuation of this trend, or a significant decrease in China's rate of economic expansion could result in increasing steel imports from China. Countries such as Algeria, Bulgaria, Egypt and Vietnam have also increased their steel exports, particularly of rebar, to the U.S. Excessive imports of steel into the U.S. have exerted, and may continue to exert, downward pressure on U.S. steel prices, which negatively affects our ability to increase our sales, margins and profitability.

The excess capacity may create downward pressure on our steel prices and lead to reduced sales volumes as imports absorb market share that would otherwise be filled by domestic supply, all of which would adversely affect our sales, margins and profitability and could subject us to possible renegotiation of contracts or increases in bad debt. 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.

We believe the downward pressure on, and periodically depressed levels of, U.S. steel prices in some recent years have been caused, at least in part, by imports of steel involving dumping and subsidy abuses by foreign steel producers. While some tariffs and quotas are periodically put into effect for certain steel products imported from a number of countries, including tariffs recently imposed by the current U.S. presidential administration, there is no assurance that tariffs and quotas will always be

levied, even if otherwise justified, and even when imposed, many of these are short-lived and may be modified, reduced, eliminated, challenged in court or become ineffective.

The adverse effects of excess capacity and overproduction by foreign producers could be exacerbated by the startup of new steelmaking capacity in the U.S. Certain of our competitors have announced and are moving ahead with plans to develop new steelmaking capacity in the near term. There are a number of ongoing EAF projects in the U.S., with additional capacity expected to come online at various times over the next one to three years. The addition of new mill production and decreased domestic demand could lead to domestic overcapacity, which could lead to a decrease in steel prices. Any of these adverse effects could have a material adverse effect on our business, results of operations and financial condition. Pending and future trade actions may mitigate some of this risk.

Enhanced U.S. tariffs, import/export restrictions or other trade barriers may have a negative effect on global economic conditions, financial markets and our business.

There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies, treaties, tariffs and taxes. Current or future tariffs imposed by the U.S. may negatively impact our customers’ businesses, thereby causing an indirect negative impact on our sales. For example, during 2025, the U.S. presidential administration threatened or imposed tariffs on imports from various countries, including, among others, China, Mexico and Canada. In response, some of these countries threatened or announced tariffs on imports from the U.S. The extent to which these threats will be enacted and the duration for which enacted tariffs will be in place remain uncertain and could lead to economic decline, which could negatively impact demand for our products and adversely affect our results of operations. Uncertainty regarding tariffs has increased uncertainty in the market related to future costs of projects and the availability of materials, which has resulted in some projects not under contract being delayed. In addition, to the extent such tariffs have a positive impact on pricing, if such tariffs are relaxed or repealed, become subject to legal challenges or expire, or 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, putting downward pressure on U.S. steel prices.

Tariffs or trade restrictions that may be implemented by the U.S., or retaliatory trade measures or tariffs implemented by other countries, could result in reduced economic activity, increased costs in operating the Company’s business, reduced demand and changes in purchasing behaviors for the Company’s customers, limits on trade with the U.S. or other potentially adverse economic outcomes. Additionally, the Company’s international sales also may be impacted by the tariffs and other restrictions on trade between the U.S. and other countries. While tariffs and other retaliatory trade measures imposed by other countries on U.S. goods and services have not yet had a significant impact on the Company’s business or results of operations, the Company cannot predict further developments, and such existing or future tariffs could have a material adverse effect on results of the Company’s operations, financial position and cash flows.

Rapid and significant changes in the price of metals could adversely impact our business, results of operations and financial condition.

Prices for most metals in which we deal have experienced increased volatility over the last several years, and such increased price volatility impacts us in several ways. While our downstream products may benefit from metal margin expansion as rapidly decreasing input costs for previously contracted fixed price work declines, our steel products would likely experience reduced metal margin and may be forced to liquidate high-cost inventory at reduced metal margins or losses until prices stabilize. Sudden increases in input costs could have the opposite effect in each case. Overall, we believe that rapid substantial price changes are not to our industry's benefit. Our customer and supplier base would be impacted due to uncertainty as to future prices. A reluctance to purchase inventory in the face of extreme price decreases or to sell quickly during a period of rapid price increases would likely reduce our volume of business. Marginal industry participants or speculators may attempt to participate to an unhealthy extent during a period of rapid price escalation with a substantial risk of contract default if prices suddenly reverse. Risks of default in contract performance by customers or suppliers as well as an increased risk of bad debts and customer credit exposure could increase during periods of rapid and substantial price changes.

Physical impacts of climate change could have a material adverse effect on our costs and results of operations.

The physical impacts of climate change may result in, among other things, increasing temperatures and an increase in extreme weather events such as droughts, wildfires, thunderstorms, snow or ice storms, earthquakes, floods, hurricanes and rising sea levels. Extreme weather conditions and natural disasters may increase our costs, limit the availability of materials, cause damage to our facilities or result in a prolonged disruption to our operations, and any damage resulting from extreme weather

may not be fully insured.

Many of our facilities are located near coastal areas or waterways where rising sea levels or flooding could disrupt our operations or adversely impact our facilities. Additionally, two of our micro mills are located in an arid desert climate, where drought may restrict available water supplies and increase the risk of wildfires. Furthermore, major changes in weather patterns, periods of extended inclement weather or associated flooding may inhibit construction activity utilizing our products, result in project cancellations, delay or hinder shipments of our products to customers or reduce scrap metal inflows to our recycling facilities or disrupt the availability of electricity to our facilities. Any such events could have a material adverse effect on our costs or results of operations.

RISKS RELATED TO THE REGULATORY ENVIRONMENT

Compliance with and changes in environmental laws and regulations and remediation requirements could result in substantially increased capital obligations and operating costs; violations of environmental laws and regulations could result in costs that have a material adverse effect on our business, results of operations and financial condition.

Existing environmental laws or regulations, as currently interpreted or reinterpreted in the future, and future laws and regulations, may have a material adverse effect on our business, results of operations and financial condition. Compliance with environmental laws and regulations is a significant factor in our business. We are subject to local, state, federal and international environmental laws and regulations concerning, among other matters, waste disposal, air emissions, waste and storm water effluent and disposal and employee health. Federal and state regulatory agencies can impose administrative, civil and criminal penalties and may seek injunctive relief impacting continuing operations for non-compliance with environmental requirements.

New facilities that we may build, especially steel mills, are required to obtain several environmental permits before significant construction or commencement of operations. Delays in obtaining permits or unanticipated conditions in such permits could delay the project or increase construction costs or operating expenses. Our manufacturing and recycling operations produce significant amounts of by-products, some of which are handled as industrial waste or hazardous waste. For example, our EAF mills generate electric arc furnace dust (\"EAF dust\"), which the EPA and other regulatory authorities classify as hazardous waste. EAF dust and other industrial waste and hazardous waste require special handling, recycling or disposal.

In addition, the primary feed materials for the shredders operated by our recycling facilities are automobile hulks and obsolete household appliances. Approximately 20% of the weight of an automobile hulk consists of material known as shredder fluff. After the segregation of ferrous scrap metal and saleable nonferrous metals, shredder fluff remains. We, along with others in the recycling industry, interpret federal regulations to require shredder fluff to meet certain criteria and pass a toxic leaching test to avoid classification as a hazardous waste. We also endeavor to remove hazardous contaminants from the feed material prior to shredding. As a result, we believe the shredder fluff we generate is not normally considered or properly classified as hazardous waste. If the laws, regulations or testing methods change with regard to EAF dust or shredder fluff or other by-products, we may incur additional significant costs.

Changes to National Ambient Air Quality Standards (\"NAAQS\") or other requirements on our air emissions could make it more difficult to obtain new permits or to modify existing permits and could require changes to our operations or emissions control equipment. Such difficulties and changes could result in operational delays and capital and ongoing compliance expenditures. These regulations can also increase our costs of energy, primarily electricity, which we use extensively in the steelmaking process. Moreover, in July 2021, the EPA issued a public statement regarding CAA violations at metal recycling facilities that operate auto and scrap metal shredders, noting that noncompliant shredders can have an impact on overburdened communities, and in August 2023, the EPA released federal enforcement priorities, which affirmed the EPA’s continued focus on reducing air toxins. The EPA uses alerts such as this to signal its intention to focus enforcement activity on a particular industry sector. In March 2025, the EPA issued a memorandum providing guidance on implementing the enforcement priorities consistent with President Trump’s Executive Orders, including those revoking Executive Orders from previous administrations regarding environmental justice and new Executive Orders relating to energy development. In its memorandum, the EPA clarified that it would no longer focus exclusively on communities identified as being already highly burdened with pollution impacts but rather will focus on areas experiencing the most significant pollution from hazardous air pollutants.

Recent government regulations have focused on per- and polyfluoroalkyl substances (“PFAS”), which could create uncertainty and increase compliance costs in various sectors of our business. In 2024, the EPA proposed a new 2026 Multi-Sector General Permit for Industrial Stormwater Discharges. The proposed version includes PFAS testing requirements for various industrial sectors. The EPA has also established limits for certain PFAS under the Safe Drinking Water Act. Further, the EPA recently designated two PFAS, perfluorooctanoic acid and perfluorooctanesulfonic acid, as hazardous substances under CERCLA. As

regulations regarding PFAS continue to evolve, we cannot predict the cost to comply with such regulations.

Legal requirements are changing frequently and are subject to interpretation. New laws, regulations and changing interpretations by regulatory authorities, together with uncertainty regarding adequate pollution control levels, testing and sampling procedures, new pollution control technology and cost/benefit analysis based on market conditions along with changing interpretations, stricter enforcement and expanding scope of regulation to emerging contaminants are all factors that may increase our future expenditures to comply with environmental requirements. Accordingly, we are unable to predict the ultimate cost of future compliance with these requirements or their effect on our operations. We cannot predict whether such costs would be able to be passed on to customers through product price increases. Competitors in various regions or countries where environmental regulation is less restrictive, subject to different interpretation or generally not enforced, may enjoy a competitive advantage.

We may also be required to conduct additional cleanup (and pay for associated natural resource damages) at sites where we have already participated in remediation efforts or take remediation action with regard to sites formerly used in connection with our operations in response to new information or new regulatory requirements. We may be required to pay for a portion or all of the costs of cleanup or remediation at sites we never owned or on which we never operated if we are found to have arranged for treatment or disposal of hazardous substances on the sites. In cases of joint and several liability, we may be obligated to pay a disproportionate share of cleanup costs if other responsible parties are financially insolvent.

Increased regulation associated with climate change could impose significant additional costs on both our steelmaking and metals recycling operations.

Energy used by our steelmaking operations is a significant input and the largest contributor to our GHG emissions, and there is growing belief that consumption of energy derived from fossil fuels is a major contributor to climate change. The U.S. government and various governmental agencies have proposed or adopted regulatory changes in response to the potential impact of climate change, including legislation regarding carbon emission pricing, GHG emissions and renewable energy targets. International treaties or agreements may also result in increasing regulation of GHG emissions, including the introduction of carbon emissions trading mechanisms. Therefore, any such regulation regarding climate change and GHG emissions could impose significant costs on our steelmaking and metals recycling operations and on the operations of our customers and suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs in order to comply with current or future laws or regulations and limitations imposed on our operations. The potential costs of \"allowances,\" \"offsets\" or \"credits\" that may be part of potential cap-and-trade programs or similar future regulatory measures are still uncertain. Any adopted future climate change and GHG regulations could negatively impact our ability (and that of our customers and suppliers) to compete with companies situated in areas not subject to such limitations. From a medium and long-term perspective, as a result of these regulatory initiatives, we may see an increase in costs relating to our assets that emit significant amounts of GHGs. Following the change in U.S. presidential administrations in January 2025, there have been significant changes with respect to federal environmental policy, especially with respect to energy production. On January 27, 2026, the U.S. withdrew from the Paris Agreement regarding climate change. Additionally, the Trump administration has announced several initiatives to scale back GHG regulation. Furthermore, in February 2026, the EPA repealed the Endangerment Finding under the CAA, which was the finding prerequisite to developing motor vehicle emission standards. The regulation of GHGs with respect to vehicle emission standards eventually triggered additional GHGs emission regulation for stationary sources under the CAA. Although at the U.S. federal level, various proposals are pending to reduce regulation of GHGs, many state and local governments may continue to adopt and enforce GHG regulations.

Additionally, although we are focused on water conservation and reuse in our operations, steel manufacturing is a water intensive industry. There may be an increase in costs to respond to future water laws and regulations, and operations in areas with limited water availability may be impacted if droughts become more frequent or severe.

Regulatory initiatives in these areas will be either voluntary or mandatory and may impact our operations directly or through our suppliers or customers. Until the timing, scope and extent of any future regulation, or changes in existing regulation, becomes known, we cannot predict the effect on our business, results of operations or financial condition, but such effect could be materially adverse to our business, results of operations and financial condition.

We are subject to governmental, regulatory and compliance risks that expose us to potential litigation and disputes regarding violations, which could adversely affect our business, results of operations and financial condition.

As noted above, existing laws or regulations, as currently interpreted or reinterpreted in the future, and future laws and regulations, may have a material adverse effect on our business, results of operations and financial condition. See the risk factor \"Compliance with and changes in environmental laws and regulations and remediation requirements could result in

substantially increased capital obligations and operating costs; violations of environmental laws and regulations could result in costs that have a material adverse effect on our business, results of operations and financial condition\" of this Annual Report for a description of such risks relating to environmental laws and regulations. In addition to such environmental laws and regulations, complex foreign and U.S. laws and regulations that apply to our international operations, including without limitation the Foreign Corrupt Practices Act and similar laws in other countries, which generally prohibit companies and those acting on their behalf from making improper payments to foreign government officials for the purpose of obtaining or retaining business, regulations related to import-export controls, the Office of Foreign Assets Control sanctions program and antiboycott provisions, may increase our cost of doing business in international jurisdictions and expose us and our employees to elevated risk. While we believe that we have adopted appropriate risk management and compliance programs, the nature of our operations means that legal and compliance risks will continue to exist. A negative outcome in an unusual or significant legal proceeding or compliance investigation could adversely affect our business, results of operations and financial condition.

We are involved, and may in the future become involved, in various environmental matters that may result in fines, penalties or judgments being assessed against us or liability imposed upon us which we cannot presently estimate or reasonably foresee, and which may have a material impact on our business, results of operations and financial condition.

Under CERCLA or similar state statutes, we may have obligations to conduct investigation and remediation activities associated with alleged releases of hazardous substances or other materials or to reimburse the EPA (or state agencies as applicable) for such activities and to pay for natural resource damages associated with alleged releases. We have been named a PRP at several federal and state Superfund sites because the EPA or an equivalent state agency contends that we and other potentially responsible scrap metal suppliers are liable for the cleanup of those sites as a result of having sold scrap metal to unrelated manufacturers for recycling as a raw material in the manufacture of new products. We are involved in litigation or administrative proceedings with regard to several of these sites in which we are contesting, or at the appropriate time may contest, our liability. In addition, we have received information requests with regard to other sites which may be under consideration by the EPA as potential CERCLA sites.

We are presently participating in PRP organizations at several sites, which are paying for certain remediation expenses. Although we are unable to precisely estimate the ultimate dollar amount of exposure to loss in connection with various environmental matters or the effect on our consolidated financial position, we make accruals as warranted. In addition, although we do not believe that a reasonably possible range of loss in excess of amounts accrued for pending lawsuits, claims or proceedings would be material to our financial statements, additional developments may occur, and due to inherent uncertainties, including evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process, the uncertainties involved in litigation and other factors, the amounts we ultimately are required to pay could vary significantly from the amounts we accrue, and this could have a material adverse effect on our business, results of operations and financial condition.

Changes in tax legislation and regulations in the jurisdictions in which we operate may adversely affect our financial condition or results of operations.

We are subject to taxation at the federal, state and local levels in the U.S., Poland, the U.K. and other countries and jurisdictions in which we operate, including income taxes, sales taxes, value-added taxes and similar taxes and assessments. New tax legislative initiatives may be proposed from time to time which may impact our effective tax rate and which could adversely affect our tax positions or tax liabilities. Our future effective tax rate could be adversely affected by, among other things, changes in the composition of earnings in jurisdictions with differing tax rates, changes in statutory rates and other legislative changes, changes in interpretations of existing tax laws, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time, U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application, which could result in materially higher taxes than would be incurred under existing tax law and which could adversely affect our financial condition or results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

CMC has established a comprehensive cybersecurity risk management program to identify, assess and manage material risks from cybersecurity threats to our computer systems, outsourced services, communications systems, industrial processing equipment, hardware and software, and to safeguard our data and our customers’ data. Our risk management program includes a documented cybersecurity incident response plan and a data breach response plan (the \"response plans\") that outline how to respond to and contain incidents and data breaches. Additionally, we maintain a cybersecurity incident disclosure and evaluation plan (the \"disclosure plan\") which is used to assess the impact of a cybersecurity incident and promptly issue required SEC disclosures if needed. The response plans and disclosure plan are adapted based on the type of incident or data breach and are tested at least once per year. We use the National Institute of Standards and Technology Cyber Security Framework to guide our risk management program and engage third parties to regularly review our response plans.

CMC recognizes the critical importance of a well-developed cybersecurity risk management program and has designed ongoing cybersecurity management protocols that are embedded in our global business processes and activities. These protocols include, but are not limited to, penetration testing, vulnerability scanning, attack simulations and appropriate internal controls, along with independent third-party audits and health-checks conducted to evaluate compliance with security standards and best operational practices. The protocols are designed by our Chief Information Security Officer (\"CISO\") and implemented by an experienced cross-functional team comprising information security and various technology groups, and supported by legal, supply chain and human resources teams. We engage expert consultants and third-party service providers to review our cybersecurity controls and readiness, alert us to potential improvements and provide incremental industry knowledge and expertise. Additionally, employees are required to complete cybersecurity training at the start of their employment and annually thereafter, and are regularly exposed to phishing awareness campaigns that simulate real-world threats.

Our cybersecurity risk management program also addresses cybersecurity risks associated with our use of third-party service providers and vendors. We proactively manage these risks by reviewing current and prospective third-party service providers’ compliance with established, relevant privacy and data security standards. We also require our Information Technology vendors to complete security questionnaires, and we conduct audits and vulnerability scans of those vendors and their systems. Depending on the nature of the services provided and the sensitivity of the relevant data involved, our service provider and vendor management processes may involve different levels of assessment and impose additional obligations related to cybersecurity on the service provider or vendor.

While previous cybersecurity incidents and threats have not materially adversely affected our business strategy, results of operations or financial condition to date, any actual or perceived breach of our security could damage our reputation or subject us to third-party lawsuits, regulatory investigations and fines or other actions or liabilities, any of which could materially adversely affect our business strategy, results of operations or financial condition. See Item 1A, Risk Factors, \"Information technology interruptions and breaches in data security could adversely impact our business, results of operations and financial condition\" for more information.

Governance

Both management and our Board understand that cybersecurity is crucial for securing our data and operations and defending the interests of our stakeholders. Our Board considers cybersecurity risk management as part of its general oversight function and receives an annual update on cybersecurity matters. The audit committee of our Board oversees management’s process for identifying and mitigating cybersecurity threats and implementing the cybersecurity risk management processes described above. On a quarterly basis, our Vice President and Chief Information Officer (\"CIO\") and CISO update the audit committee regarding cybersecurity management initiatives, the status of ongoing cybersecurity threats and other developments in our cybersecurity management protocols.

Our CISO has many years of experience in creating and implementing cybersecurity risk management programs and using cybersecurity management technologies and infrastructure solutions. Our CISO works under the supervision of our CIO, who has extensive experience in information technology and cybersecurity functions. The CISO and the CIO are responsible for daily cybersecurity risk management, establishing risk management practices and executing the response plans when potential cybersecurity incidents arise. We engage a third-party service provider on a biannual basis to evaluate our cybersecurity risk management program and perform health checks on key applications. We also complete annual penetration testing to test our defenses against potential threats or risks.

The response plans define a cross-functional cyber incident response team (the \"CIRT\") that includes members of senior management, including the CISO and CIO, among other skilled employees. The CIRT supports the detection, mitigation and remediation of cybersecurity incidents and informs relevant members of management and the audit committee about cybersecurity threats and events. Select CIRT members participate in regular technical readiness exercises. Moreover, our

executive officers participate in annual crisis tabletop exercises and attack simulations to prepare for a swift, effective and thorough response to potential cybersecurity incidents.

ITEM 2. PROPERTIES

The following table describes our principal properties as of August 31, 2026. These properties are either owned by us and not subject to any significant encumbrances or are leased by us. Refer to Part I, Item 1, Business, included in this Annual Report for a discussion of the nature of our operations.


Segment and Operation	Location	Site Acreage Owned	Site Acreage Leased		Approximate Building Square Footage		Capacity (Millions of Tons)(10)
North America Steel Group
Recycling facilities	(1)	753	88		1,650,000			5.5
Steel mills							6.2
Mini mill	Birmingham, Alabama	71	1			580,000
Mini mill	Cayce, South Carolina	142	—			760,000
Mini mill	Jacksonville, Florida	619	—			460,000
Mini mill	Knoxville, Tennessee	76	—			460,000
Mini mill	Sayreville, New Jersey	116	—			380,000
Mini mill	Seguin, Texas	661	—			870,000
Micro mill	Berkeley County, West Virginia	208	—			390,000
Micro mill	Durant, Oklahoma	402	4			290,000
Two micro mills	Mesa, Arizona	273	—			820,000
Rerolling mill	Magnolia, Arkansas	123	—			280,000
Fabrication facilities	(2)	747	40			2,830,000			2.1
Post-tension cable facilities	(3)	1		8			140,000

Construction Solutions Group
CMC Anchoring Systems facilities	(4)	—		17			110,000
CMC Impact Metals facilities	(5)	112	—			300,000
CMC Construction Services facilities	(6)	35	51		450,000
Tensar facilities	(7)	34	14		640,000
Precast platform	(8)	506	555		2,540,000
CMC Bridge Systems	Lawrenceville, Georgia	1	—			30,000

Europe Steel Group
Recycling facilities	12 locations in Poland(9)	82	9			170,000			0.7
Steel mini mill	Zawiercie, Poland	530	—			3,450,000			1.7
Fabrication facilities	Four locations in Poland(9)	24	—			260,000			0.5

__________________________________

(1) Consists of 41 scrap metal recycling facilities, with 14 locations in Texas, seven locations in South Carolina, four locations in each of Florida and Tennessee, two locations in each of Alabama, Georgia, Missouri and North Carolina and one location in each of California, Kansas, Louisiana and Oklahoma. The recycling facilities associated with the North America Steel Group segment are not individually material.

(2) Consists of 52 fabrication facilities, with 10 locations in Texas, five locations in Florida, three locations in each of California and Illinois, two locations in each of Arizona, Colorado, Georgia, Hawaii, Missouri, Nevada, New Jersey, North Carolina, Oklahoma, South Carolina, Tennessee, Utah and Virginia, and one location in each of Alabama, Kentucky, Louisiana, New Mexico, and Ohio. The fabrication facilities associated with the North America Steel Group segment are not individually material.

(3) Consists of four post-tension cable facilities, with one location in each of California, Georgia, Illinois and Florida. The post-tension cable facilities are not individually material.

(4) Consists of three CMC Anchoring Systems facilities, with one location in each of North Carolina, Texas and Utah. The CMC Anchoring Systems facilities are not individually material.

(5) Consists of two CMC Impact Metals facilities, with one location in Alabama and one location in Pennsylvania. The CMC Impact Metals facilities are not individually material.

(6) Consists of 24 CMC Construction Services facilities, with 18 locations in Texas, five locations in Louisiana and one location in Oklahoma. The CMC Construction Services facilities are not individually material.

(7) Consists of four Tensar facilities, with one location in each of Georgia, Oklahoma, China and the U.K. The Tensar facilities are not individually material.

(8) Consists of 35 Precast facilities, with six locations in each of North Carolina and Virginia, four locations in each of Georgia and Tennessee, three locations in each of Alabama and Florida, two locations in South Carolina and one location in each of Arizona, California, Colorado, Louisiana, Maryland, Pennsylvania and West Virginia.

(9) The recycling facilities and fabrication facilities associated with the Europe Steel Group segment are not individually material.

(10) Refer to Part 1, Item 1, Business, of this Annual Report for information about the calculation of capacity for our steel mills.

The extent to which we utilize our capacity varies by property and is highly dependent on the specific product mix manufactured. Our product mix is determined in response to market conditions, including pricing and demand. We believe our properties are appropriately utilized and suitable for current and foreseeable operations and are capable of increased production.

In addition to the leased facilities described above, we lease a 105,916 square foot office space for our corporate headquarters in Irving, Texas. Most of our leases expire on various dates over the next ten years, with the exception of the leased facilities in our Europe Steel Group segment, which have longer lease terms. Several of our leases include renewal options, and while we have exercised renewal options in certain cases in the past, the decision to renew is made based on business needs and market conditions at the time of expiration. We estimate our minimum annual rental obligation for our real estate operating leases in effect at August 31, 2026, to be paid during 2027, to be approximately $18 million.

ITEM 3. LEGAL PROCEEDINGS

The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations (including those related to environmental laws and regulations) associated with the normal conduct of its businesses and operations. It is not possible to predict the outcome of the pending actions, and, as with any litigation, it is possible that these actions could be decided unfavorably to the Company.

Legal Proceedings

On October 30, 2020, plaintiff PSG filed a suit in 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, including by filing an appeal with the U.S. Court of Appeals for the Ninth Circuit within the statutory period. In the meantime, 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 consolidated financial statements. In the year ended August 31, 2025, we reported $362.3 million of litigation expense in the consolidated statement of earnings, 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 for the period. In the year ended August 31, 2026, we reported $15.4 million of litigation expense in the consolidated statement of earnings, which amount primarily represents the Company's estimate of post-judgment interest on the PSG judgment for the period. These amounts were classified as current liabilities in the consolidated balance sheets as of August 31, 2026 because the timing of the potential payment is uncertain. All other legal expenses for the year ended August 31, 2026 and August 31, 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 this litigation could have a significant impact on our liquidity and financial condition.

California state antitrust and unfair competition laws by bidding below their costs for rebar furnish-and-install projects in California 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, 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 Annual Report, 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.

Environmental Matters

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, we have determined that we will disclose any such proceeding to which a governmental authority is a party if we reasonably believe such proceeding could result in monetary sanctions, exclusive of interest and costs, of at least $1.0 million. We believe that this threshold is reasonably designed to result in disclosure of environmental proceedings that are material to our business or financial condition. Applying this threshold, there were no environmental matters to disclose for this period.

We are the subject of civil actions regarding compliance with environmental law, or have received notices from the EPA or state agencies with similar responsibility, that we and numerous other parties are considered a PRP and may be obligated under CERCLA, or similar state statutes, to pay for the cost of remedial investigation, feasibility studies, natural resource damages and ultimately remediation to correct alleged releases of hazardous substances at ten locations. The actions and notices refer to the following locations, none of which involve real estate we ever owned or upon which we ever conducted operations: the Sapp Battery site in Cottondale, Florida, the Interstate Lead Company site in Leeds, Alabama, the Peak Oil site in Tampa, Florida, the R&H Oil site in San Antonio, Texas, the SoGreen/Parramore site in Tifton, Georgia, the Jensen Drive site in Houston, Texas, the Chemetco site in Hartford, Illinois, the Ward Transformer site in Raleigh, North Carolina, the Bailey Metal Processors, Inc. site in Brady, Texas and the Poly-Cycle Industries, Inc. site in Tecula, Texas. We may contest our designation as a PRP with regard to certain sites, while at other sites we are participating with other named PRPs in agreements or negotiations that have resulted or that we expect will result in agreements to remediate the sites. During 2010, we acquired a 70% interest in the real property at Jensen Drive as part of the remediation of that site. We have periodically received information requests from government environmental agencies with regard to other sites that are apparently under consideration for designation as listed sites under CERCLA or similar state statutes. Often, we do not receive any further communication with regard to these sites, and as of the date of this Annual Report, we do not know if any of these inquiries will ultimately result in a demand for payment from us.

We believe that adequate provisions have been made in the financial statements for the potential impact of any loss in connection with the above-described environmental matters and other miscellaneous litigation and legal proceedings not referenced above. We believe that there are substantial defenses to these actions and, where appropriate, these actions are being vigorously contested. Management believes that the outcome of the above-described environmental matters and other miscellaneous litigation and proceedings not referenced above now pending will not have a material adverse effect on our business, results of operations or financial condition.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET, STOCKHOLDERS AND DIVIDENDS

Our common stock is traded on the New York Stock Exchange under the symbol CMC. The number of stockholders of record of CMC common stock as of October 9, 2026 was 1,720. In March 2026, our Board authorized a $0.02 increase to the quarterly cash dividend, raising it to $0.20 per share of CMC common stock. This increased dividend was paid during the third and fourth quarters of 2026. By comparison, a quarterly cash dividend of $0.18 per share of CMC common stock was paid throughout the year ended August 31, 2025 and during the first and second quarters of 2026.

On October 13, 2026, the Board declared CMC's 248th consecutive quarterly cash dividend. The dividend was declared at $0.20 per share of CMC common stock, payable on November 11, 2026 to stockholders of record as of the close of business on October 28, 2026. While the Board currently intends to continue regular quarterly cash dividends, future determinations will depend on our profitability, financial condition, contractual and legal restrictions and other factors the Board deems relevant. Based on its evaluation, the Board may decide not to declare a dividend or to declare dividends at lower rates than currently anticipated.

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, as amended, made by the Company during the quarter ended August 31, 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
June 1, 2026 - June 30, 2026	84,814		$	74.29			84,814		$	122,551,849
July 1, 2026 - July 31, 2026	101,110		65.29			101,110		115,950,862
August 1, 2026 - August 31, 2026	197,409		69.92			197,409		702,148,008
	383,333				383,333

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(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. On August 5, 2026, the Company announced that the Board authorized an additional $600.0 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 14, Capital Stock, in Part II, Item 8 of this Annual Report for additional information on the share repurchase program.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Annual Report. Our discussion and analysis of fiscal year 2026 compared to fiscal year 2025 is included herein. Our discussion and analysis of fiscal year 2025 compared to fiscal year 2024 can be found in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended August 31, 2025, which was filed with the SEC on October 16, 2025.

OVERVIEW

CMC is a Fortune 500 company headquartered in Irving, Texas, and a leading provider of early-stage construction solutions that support the foundational phases of modern infrastructure and building projects. Founded in 1915, CMC has grown from a

single-site recycling operation to one of the largest U.S. manufacturers of steel reinforcing bar (\"rebar\"), a leading producer of subgrade soil stabilization and foundation enhancement solutions and a major supplier of concrete pipe and precast products.

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. See Part I, Item 1, Business, of this Annual Report for further information regarding our business and reportable segments.

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 special sections 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 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.

BUSINESS CONDITIONS AND DEVELOPMENTS

Foley Acquisition

On December 15, 2025, we completed the acquisition of all of the issued and outstanding equity securities of the holding companies that owned 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 & 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 II, Item 8 of this Annual Report.

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.

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 make semiannual interest payments on the outstanding principal of the 2033 Notes on May 15 and November 15 of each year. We make semiannual interest payments on the outstanding principal of the 2035 Notes on June 15 and December 15 of each year. Net proceeds from the issuance of the 2033 Notes and the 2035 Notes were used to fund the Foley Acquisition and related fees and expenses, with any remaining proceeds available for general corporate purposes. Aggregate fees and issuance costs, including rating agency, legal and other fees, associated with the 2033 Notes and the 2035 Notes were $21.3 million for the year ended August 31, 2026.

Capital Expenditures

During the fourth quarter of 2026, our fourth micro mill, located in Berkeley County, West Virginia was placed into service. This facility is strategically located to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and is supported by our existing network of downstream fabrication plants. This facility expands our production capacity for straight-length and spooled rebar and advances our commitment to sustainable steelmaking. We intend to begin ramping up production immediately and expect sales to begin in the first quarter of fiscal 2027.

In 2023, we entered into an agreement with the West Virginia Economic Development Authority (the \"WVEDA\") to permanently finance a portion of the costs to construct our fourth micro mill in Berkeley County, West Virginia. As of the date of this Annual Report, we have received $70.0 million in total government assistance from the WVEDA for meeting certain investment thresholds, with $15.0 million received in 2026, $50.0 million received in 2025 and $5.0 million received in 2023. These amounts were recognized in the North America Steel Group segment as a reduction to property, plant and equipment, net, in the consolidated balance sheets as of August 31, 2026. We expect our total investment in the micro mill to be between $550.0 million and $600.0 million, net of $75.0 million in total government assistance expected to be received from the WVEDA. Based on qualifying construction costs incurred during 2026, the Company generated an estimated gross federal tax credit of approximately $145.4 million under the Inflation Reduction Act. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report for more information.

Transform, Advance and Grow Initiative

In 2024, we launched our Transform, Advance and Grow (\"TAG\") operational and commercial excellence program as a cornerstone of our long-term strategic growth plan. Through a disciplined and structured approach, the TAG program is designed to deliver meaningful and sustained enhancements to our margins, cash flow generation and return on capital. The TAG program has already delivered significant results through ongoing initiatives focused on melt shop and rolling mill yield, scrap cost optimization, logistics optimization and reduced alloy consumption. In addition, the program has identified manufacturing efficiencies in certain production processes as well as ongoing SG&A savings.

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, in June 2025, the Rebar Trade Action Coalition, which consists of several U.S. steel producers including CMC, filed petitions with the U.S. Department of Commerce (the “DOC”) and the U.S. International Trade Commission (“ITC”) 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, and that producers of rebar in Algeria, Egypt and Vietnam are benefitting from countervailable government subsidies. The petitions seek the imposition of significant antidumping and countervailing duties on rebar imports from these countries. In March 2026, the DOC issued final affirmative determinations with respect to Algeria, concluding that Algerian rebar had been dumped at a margin of 127.32% and had benefitted from countervailable subsidies at a rate of 72.94%. In April 2026, the ITC made a final affirmative determination of material injury with respect to dumped imports of rebar from Algeria, clearing the way for the DOC to issue an antidumping duty order on rebar from Algeria. In July 2026, the DOC issued its final determinations in the antidumping investigations of Bulgaria, with a dumping rate of 53.27%, Egypt, with rates of dumping ranging from 34.20% to 52.73%, and Vietnam, with rates of dumping ranging from 128.53% to 136.57%. In the countervailing duty investigations of Egypt and Vietnam, final countervailable subsidy rates of 23.27% and 6.80%, respectively, were announced. These duties will remain in place for five years and are in addition to any Section 232 tariffs that may be applied. In September 2026, the ITC made final affirmative determinations that the U.S. rebar industry is materially injured by reason of dumped imports of rebar from Bulgaria, Egypt and Vietnam and subsidized imports of rebar from Egypt and Vietnam. Additionally, in September 2026, the DOC issued antidumping duty orders on rebar from Bulgaria, Egypt and Vietnam, with final weighted-average dumping margins at the rates set forth above for Bulgaria, Egypt and Vietnam, and countervailing duty orders on rebar from Egypt and Vietnam, with final countervailable subsidy rates as set forth above.

From a longer-term perspective on demand, tariffs represent one component of broader economic and trade policies that may influence domestic investment and construction activity. However, the timing, magnitude and sustainability of any tariff impacts on demand remain uncertain. With regards to operating costs, we anticipate the direct impact of tariffs to be modest, as we source primarily from domestic suppliers, though, indirect effects from market pricing and supply dynamics remain uncertain. We also anticipate the impact on capital costs to be modest.

We have not yet experienced any material, direct impacts from the conflict in Iran. However, we have seen increases in fuel costs, energy costs in Europe have increased, and the broader geopolitical environment may result in demand variability and cost inflation. The Company continues to evaluate potential impacts, which will depend on the duration and severity of the conflict.

Income Taxes Update

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

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. We have reflected the estimated benefit beginning in the 2026 financial statements, with expected recognition continuing in 2027. The credit will begin to be claimed on the Company's 2026 income tax return and is expected to be utilized over multiple years.

See Part I, Item 1A, Risk Factors, in this Annual Report for further discussion related to the above business conditions and developments.

RESULTS OF OPERATIONS SUMMARY


	Year Ended August 31,
(in thousands, except per share data)	2026		2025
Net sales	$	9,393,904			$	7,798,480
Net earnings	655,849			84,662
Diluted earnings per share	5.86			0.74

Net sales during 2026 increased $1.6 billion, or 20%, compared to 2025. The newly acquired precast platform contributed $511.1 million of net sales to external customers during the year that were not part of the prior year results. See discussions below, labeled North America Steel Group, Construction Solutions Group and Europe Steel Group within the Segment Operating Data section, for further information on our net sales results.

During 2026, we reported net earnings of $655.8 million, an increase of $571.2 million, or 675%, compared to 2025. The year-over-year increase in net earnings was due, in part, to a litigation-related expense of approximately $274 million, net of tax, associated with a contingent litigation-related loss recognized in 2025. In addition, net earnings increased year-over-year due to expansion in steel products metal margins within our North America Steel Group segment and the inclusion of the precast platform in current year results. These effects were partially offset by a decrease in the aggregate amount of payments from government assistance programs in Europe as well as increases in SG&A expenses and interest expense.

Selling, General and Administrative Expenses

SG&A expenses increased $181.7 million, or 26%, in 2026 compared to 2025. The year-over-year increase was primarily driven by employee-related costs, which increased by $105.2 million compared to the corresponding period as a result of increased headcount from the acquired precast platform, as well as higher variable incentive compensation costs. Further, transaction expenses of $37.5 million related to the acquired precast platform were incurred during the year, with no such material expenses in the corresponding period. Depreciation and amortization increased by $14.4 million during 2026, primarily as a result of the addition of new intangible assets from the acquired precast platform. Information technology costs increased $11.4 million during 2026, 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. The remaining change was attributable to multiple factors, none of which were material.

Interest Expense

Interest expense increased $97.8 million in 2026 compared to 2025, 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.

Litigation Expense

Litigation expense related to the PSG litigation decreased by $346.9 million in 2026 as the initial judgment was recorded in 2025. Litigation-related expense of $15.4 million was recorded during 2026 and primarily reflects interest accrued on the judgment amount. For more information about the contingent litigation-related loss, see Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report.

Income Taxes

Our effective income tax rate for 2026 was 7.8% compared to 21.3% for 2025. The year-over-year decrease was primarily due to the recognition of a federal investment tax credit related to the construction of the West Virginia micro mill, which was placed in service during 2026. See Note 11, Income Tax, in Part II, Item 8 of this Annual Report for further discussion of our effective tax rate.

SEGMENT OPERATING DATA

All amounts are computed and presented in a manner that is consistent with how we internally disaggregate financial information for the purpose of making operating decisions. See Note 18, Segment Information, in Part II, Item 8 of this Annual Report for further information on how we evaluate financial performance of our segments. The operational data by product category presented in the North America Steel Group and Europe Steel Group tables below is calculated using average values for each period presented.

North America Steel Group


	Year Ended August 31,
(in thousands, except per ton amounts)	2026		2025
Net sales to external customers	$	6,998,164			$	6,083,849
Adjusted EBITDA	1,134,540			742,485

External tons shipped
Raw materials	1,684			1,410
Rebar	2,014			2,130
Merchant bar and other	1,065			992
Steel products	3,079			3,122
Downstream products	1,466			1,375

Average selling price per ton
Raw materials	$	935			$	876
Steel products	981			842
Downstream products	1,258			1,226

Cost of ferrous scrap utilized per ton	$	354			$	333
Steel products metal margin per ton	627			509

Net sales to external customers in our North America Steel Group segment increased $914.3 million, or 15%, in 2026 compared to 2025. The increase in net sales to external customers was primarily due to an increase in the average selling price per ton for steel products and raw materials of 17% and 7%, respectively, year-over-year, as well as higher shipment volumes for raw materials and downstream products, which increased by 19% and 7%, respectively, due to strong demand across core end markets.

Adjusted EBITDA increased $392.1 million, or 53%, in 2026 compared to 2025. The increase was primarily due to expansion in steel products metal margin per ton, which increased 23% as the increase in steel products average selling price outpaced the increase in the cost of ferrous scrap utilized per ton. This margin expansion was coupled with increased shipment volumes for raw materials and downstream products as mentioned above, while steel products shipments remained relatively flat.

Construction Solutions Group


	Year Ended August 31,
(in thousands)	2026		2025
Net sales to external customers	$	1,338,651			$	747,486
Adjusted EBITDA	292,137			137,721

Net sales to external customers in our Construction Solutions Group segment increased $591.2 million, or 79%, in 2026 compared to 2025. The increase was primarily driven by $511.1 million of net sales to external customers from the acquired precast platform that was not part of the corresponding period results. In addition, net sales to external customers from our

Tensar division and CMC Construction Services' operations increased $45.4 million and $35.0 million, respectively, compared to the corresponding period, due to higher demand.

Adjusted EBITDA increased $154.4 million, or 112%, in 2026 compared to 2025. The year-over-year increase in adjusted EBITDA was primarily driven by the inclusion of the acquired precast platform which contributed $143.5 million in 2026, compared to the corresponding period. In addition, adjusted EBITDA within our Tensar division increased by $27.5 million compared to the corresponding period, due to higher demand as mentioned above as well as increased sales of higher margin products. Offsetting these increases was a decrease of $14.7 million in adjusted EBITDA from the Performance Reinforcing Steel division, compared to the prior year. This decrease was a result of an unplanned outage that impacted production specific to the Galvabar offering as well as softer commercial demand in the first half of the fiscal year.

Europe Steel Group


	Year Ended August 31,
(in thousands, except per ton amounts)	2026		2025
Net sales to external customers	$	1,020,121			$	918,320
Adjusted EBITDA	59,752			69,282

External tons shipped
Rebar	430			412
Merchant bar and other	994			944
Steel products	1,424			1,356

Average selling price per ton
Steel products	$	684			$	647

Cost of ferrous scrap utilized per ton	$	359			$	357
Steel products metal margin per ton	325			290

Net sales to external customers in our Europe Steel Group segment increased $101.8 million, or 11%, in 2026 compared to 2025. Net sales to external customers increased in part due to a 6% increase in the steel products average selling price per ton, which was amplified by a 5% increase in tons shipped, compared to the prior year. The increase in tons shipped was primarily due to the effects of the EU Carbon Border Adjustment Mechanism (\"CBAM\"), which took effect at the start of the 2026 calendar year and has improved market conditions for domestic producers. On average, the U.S. dollar weakened against the Polish zloty in 2026 compared to 2025, resulting in a foreign currency translation benefit of approximately $50 million on net sales to external customers.

Adjusted EBITDA decreased $9.5 million, or 14%, in 2026 compared to 2025. Adjusted EBITDA was impacted by a decrease in the timing of payments from government assistance programs established to offset the indirect costs of rising carbon emissions rights included in energy costs in Poland. The government assistance recognized under these programs during 2026 was $36.0 million, compared to $78.7 million in 2025. This impact was partially offset by a 12% increase in steel products metal margin during 2026, as a result of strengthening market conditions due to CBAM. The effect of foreign currency translation on adjusted EBITDA was immaterial in 2026.

Corporate and Other


	Year Ended August 31,
(in thousands)	2026		2025
Adjusted EBITDA loss	$	(228,268)		$	(508,765)

Corporate and Other adjusted EBITDA loss decreased by $280.5 million in 2026 compared to 2025 primarily due to a $362.3 million contingent litigation-related loss recorded in connection with the PSG litigation in 2025. The current year amount of litigation-related loss of $15.4 million primarily relates to post-judgment accrued interest. The adjusted EBITDA loss includes the recognition of $37.5 million of acquisition and integration related costs related to the Foley Acquisition and the CP&P Acquisition during 2026, with no material expense in the prior year. Further, variable incentive compensation costs increased

by $27.2 million during 2026, compared to the corresponding period. Costs related to information technology increased by $10.7 million in 2026, compared to the corresponding period, as a result of a planned upgrade to our enterprise resource planning system. For more information about the contingent litigation-related loss, see Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report.

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 our 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 this Annual Report. Historically, our U.S. operations have generated the majority of our cash. At August 31, 2026, cash and cash equivalents of $30.9 million were held by our non-U.S. subsidiaries.

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 13% of total receivables at August 31, 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 II, Item 8 of this Annual Report for further information.

The table below reflects our sources, facilities and availability of liquidity at August 31, 2026. See Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report for additional information.


(in thousands)	Total Facility		Availability
Cash and cash equivalents	$	775,676			$	775,676
Notes due from 2030 to 2035	2,900,000			(1)
Revolver(2)	1,000,000			999,017
Series 2022 Bonds, due 2047	145,060			—
Series 2025 Bonds, due 2032	150,000			—
Poland credit facilities	160,974			159,247
Poland accounts receivable facility	77,268			68,626

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(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, 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, 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 2027 capital spending will be approximately $400 million, representing remaining expenditures associated with the completion and ramp-up of facilities located in Berkeley County, West Virginia, as well as other strategic and maintenance investments. We regularly assess our capital spending based on current and expected results and the amount is subject to change.

During 2026, 2025 and 2024, we repurchased $102.8 million, $198.8 million and $182.9 million, respectively, of shares of CMC common stock. In August 2026, our Board authorized an increase of $600.0 million to the existing share repurchase program. As of August 31, 2026, we had remaining authorization to repurchase $702.1 million of shares of CMC common stock under the share repurchase program. See Note 14, Capital Stock, in Part II, Item 8, of this Annual Report for more information on the share repurchase program.

In March 2026, our Board authorized a $0.02 increase to the quarterly cash dividend, raising it to $0.20 per share of CMC common stock. This increased dividend was paid during the third and fourth quarters of 2026. By comparison, a quarterly cash dividend of $0.18 per share of CMC common stock was paid throughout the year ended August 31, 2025 and during the first and second quarters of 2026. On October 13, 2026, our Board declared CMC's 248th quarterly cash dividend. The dividend was declared at $0.20 per share of CMC common stock, and is payable on November 11, 2026 to stockholders of record as of the close of business on October 28, 2026. During 2026, 2025 and 2024, we paid $84.2 million, $81.4 million and $78.9 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 August 31, 2026, we believe we were in compliance with all covenants contained in our credit arrangements.

As of August 31, 2026 and 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 Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report, 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 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 year ended August 31, 2026, changes in operating assets and liabilities resulted in a $280.1 million decrease in cash from operating activities, compared to 2025. The year-over-year change included a $144.6 million increase in inventories, reflecting higher material costs, a $113.9 million year-over-year decrease in accounts receivable, primarily driven by increases in average selling prices for our products, as well as a $64.6 million increase in other assets and liabilities primarily due to new leases as described in Note 7, Leases, in Part II, Item 8 of this Annual Report, partially offset by a $186.3 million increase in accounts payable, mainly driven by higher purchase prices and volumes associated with inventory within North America Steel Group. All of these balances are impacted by the inclusion of the precast platform which was not in the corresponding period results. In addition, changes in operating assets and liabilities includes a $143.3 million year-over-year increase in income tax receivable due to the generation of a realizable tax credit under Section 48C of the Internal Revenue Code.

Acquisitions

As previously discussed, we purchased Foley and CP&P during the second quarter of 2026 and have recognized cash outflows, net of cash acquired, of $2.52 billion related to these transactions. See Note 2, Acquisitions, in Part II, Item 8 of this Annual Report, for more information.

Capital Investments

For the year ended August 31, 2026, capital expenditures increased $177.0 million year-over-year, primarily driven by the construction of our fourth micro mill. This was partially offset by $15.0 million in government assistance received in 2026, compared to $50.0 million received in 2025, pursuant to an agreement with the WVEDA. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report for more information about the government assistance received in connection with the construction of our micro mill in West Virginia.

2033 Notes and 2035 Notes

For the year ended August 31, 2026, we received proceeds of $2.0 billion, presented net of $15.0 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 $21.3 million. See Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report for more information regarding the 2033 Notes and the 2035 Notes.

Share Repurchases

For the year ended August 31, 2026 we repurchased $102.8 million of CMC common stock under our share repurchase program, a decrease of $96.0 million compared to 2025. See Note 14, Capital Stock, in Part II, Item 8 of this Annual Report, for more information on the share repurchase program.

Contractual Obligations and Commitments

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, remaining obligations related to the completion and ramp-up of our fourth micro mill, maintenance of existing assets and other purchase obligations as part of normal operations. See Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report for more information regarding scheduled maturities of our long-term debt. See Note 7, Leases, in Part II, Item 8 of this Annual Report for additional information on leases. Interest payable on our long-term debt was $167.7 million due in the twelve months following August 31, 2026 and $1.2 billion due thereafter.

As of August 31, 2026, our undiscounted purchase obligations were approximately $630 million due in the next twelve months and $320 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 August 31, 2026, approximately 26% were for consumable production inputs, such as alloys, 18% were for commodities, 12% were for capital expenditures in connection with normal business operations, and 11% were for the completion and ramp-up of our fourth micro mill. Of the purchase obligations due thereafter, 61% were for commodities and 24% were for investments in information technology. The remainder of the purchase obligations were for goods and services in the normal course of business.

We provide certain eligible employees benefits pursuant to our nonqualified BRP equal to amounts that would have been available under our tax qualified plans under the Employee Retirement Income Security Act of 1974, as amended (\"ERISA\"), but for limitations of ERISA, tax laws and regulations. We did not include estimated payments related to the BRP in the above description of contractual obligations and commitments. Refer to Note 13, Employees' Retirement Plans, in Part II, Item 8 of this Annual Report for more information on the BRP.

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 August 31, 2026, we had committed $46.1 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report).

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 year ended August 31, 2025, the Company reported $362.3 million of litigation expense in the consolidated statement of earnings, 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 for the period. In the year ended August 31, 2026, the Company reported $15.4 million of litigation expense in the consolidated statement of earnings, which amount primarily represents the Company's estimate of post-judgment interest on the PSG judgment for the period. These amounts were classified as current liabilities in the 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 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report for more information on pending litigation and other matters.

Environmental and Other Matters

The information set forth in Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report is hereby incorporated by reference.

General

We are subject to federal, state and local pollution control laws and regulations in all locations where we have operating facilities. We anticipate that compliance with these laws and regulations will involve continuing capital expenditures and operating costs.

Metals recycling was our original business, and it has been one of our core businesses for over a century. In the present era of conservation of natural resources and ecological concerns, we are committed to sound ecological and business conduct. Certain governmental regulations regarding environmental concerns, however well-intentioned, may expose us and our industry to potentially significant risks. We believe that recycled materials are commodities that are diverted by recyclers, such as us, from the solid waste streams because of their inherent value and thus should be treated like products rather than wastes. They are identified, purchased, sorted, processed and sold by us in accordance with carefully established industry specifications.

We incurred environmental expenses of $62.9 million, $58.4 million and $54.9 million for 2026, 2025 and 2024, respectively. The expenses included the cost of disposal, environmental personnel at various divisions, permit and license fees, accruals and payments for studies, tests, assessments, remediation, consultant fees, baghouse dust removal and various other expenses. In addition, during 2026, we spent $1.9 million in capital expenditures related to costs directly associated with environmental compliance. Our accrued environmental liabilities were $3.7 million and $3.4 million as of August 31, 2026 and 2025, respectively, of which $2.2 million and $1.9 million were classified as other noncurrent liabilities within the consolidated balance sheets as of August 31, 2026 and 2025, respectively.

Solid and Hazardous Waste

We currently own or lease, and in the past we have owned or leased, properties for use in our operations. Although we have used operating and disposal practices that were industry standard at the time, wastes may have been disposed of or released on or under the properties, or on or under locations where such wastes have been taken for disposal, in a manner that is now understood to pose a contamination threat. We are currently involved in the investigation and remediation of several such properties, and we have been named as a PRP by governmental entities at a number of contaminated sites.

Superfund

Based on currently available information, which is in many cases preliminary and incomplete, we had immaterial amounts accrued as of both August 31, 2026 and 2025, in connection with CERCLA sites. We have accrued for these liabilities based upon our best estimates. The amounts paid and the expenses incurred on these sites for 2026, 2025 and 2024 were not material.

Historically, the amounts that we have ultimately paid for such remediation activities have not been material.

We believe that adequate provisions have been made in the consolidated financial statements for the potential impact of these contingencies, and that the outcomes of the suits and proceedings described above, and other miscellaneous litigation and proceedings now pending, will not have a material adverse effect on our business, results of operations or financial condition.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preceding discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent liabilities. We evaluate the appropriateness of these estimates and assumptions, including those related to revenue recognition, income taxes, inventory cost, acquisitions, goodwill and other intangible assets, long-lived assets, derivative financial instruments and contingencies, on an ongoing basis. Estimates and assumptions are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Accordingly, actual results in future periods could differ materially from these estimates. Judgments and estimates related to critical accounting policies used in the preparation of the consolidated financial statements include the following:

Revenue Recognition

Revenue from contracts where the Company provides fabrication and installation services is recognized over time using an input method based on costs incurred compared to total estimated costs. Revenue from contracts where the Company does not provide installation services is recognized over time using an output method based on tons shipped compared to total estimated tons. Significant judgment is required to evaluate total estimated costs used in the input method and total estimated tons in the output method. If total estimated costs on any contract are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues, costs to complete or total planned quantity is recorded in the period in which such revisions are identified. The Company does not exercise significant judgment in determining the transaction price. See Note 4, Revenue Recognition, in Part II, Item 8 of this Annual Report for further details.

Income Taxes

We periodically assess the likelihood of realizing our deferred tax assets and maintain a valuation allowance to reduce certain deferred tax assets to amounts that we believe are more likely than not to be realized. We base our judgment of the recoverability of our deferred tax assets primarily on historical earnings, our estimate of current and expected future earnings, prudent and feasible tax planning strategies and current and future ownership changes. At August 31, 2026 and 2025, we had valuation allowances of $251.6 million and $253.2 million, respectively, against our deferred tax assets. Of these amounts, $9.5 million and $12.1 million at August 31, 2026 and 2025, respectively, relate to net operating loss and credit carryforwards in certain state jurisdictions that are subject to estimation. The remaining valuation allowance primarily relates to net operating loss carryforwards in certain foreign jurisdictions, which the Company does not expect to realize.

Inventories

We state inventories at the lower of cost or net realizable value, which is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Adjustments to inventory may be due to changes in price levels, assumptions about market conditions, obsolescence, damage, physical deterioration and other causes. Any adjustments required to reduce the carrying value of inventory to net realizable value are recorded as a charge to cost of goods sold within the consolidated statements of earnings. As of August 31, 2026, the inventory valuation reserve was immaterial.

Acquisitions

The Company accounts for business combinations under the acquisition method of accounting, which requires assets acquired and liabilities assumed to be recorded at their estimated fair value at the date of acquisition. The fair value is estimated by the Company using valuation techniques and Level 3 inputs, including expected future cash flows and discount rates. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and

assumptions. See Note 2, Acquisitions, in Part II, Item 8 of this Annual Report for more information about the Company's acquisitions.

Goodwill and Other Intangible Assets

Goodwill and indefinite-lived intangible assets are tested for impairment annually as of the first day of the Company’s fourth quarter (the \"annual impairment test date\"), and between annual tests whenever events or circumstances indicate that the carrying value of a reporting unit, including goodwill, or of an indefinite-lived intangible asset exceeds its fair value. Goodwill is tested at the reporting unit level, which represents an operating segment or one level below an operating segment. When evaluating goodwill and other indefinite-lived intangible assets for impairment, the Company may first assess qualitative factors in determining whether it is more likely than not that the respective fair value is less than its carrying amount. The qualitative evaluation is an assessment of multiple factors, including the current operating environment, historical and future financial performance and industry and market considerations. The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite-lived intangible assets and perform a quantitative test, based on management's judgment. If the Company chooses to bypass the qualitative assessment, it performs a quantitative test by comparing the fair value of the reporting units or indefinite-lived intangible assets to their respective carrying amounts and records an impairment charge if the carrying amount exceeds the fair value; however, the loss recognized, if any, will not exceed the total amount of the intangible asset or the goodwill allocated to a reporting unit.

When assessing the recoverability of goodwill using a quantitative approach we use an income and a market approach to calculate the fair value of the reporting unit. To calculate the fair value of a reporting unit using the income approach, management uses a discounted cash flow model, which includes a number of significant assumptions and estimates regarding future cash flows such as discount rates, volumes, prices, capital expenditures and the impact of current market conditions. The market approach estimates fair value based on market multiples of earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. The estimates used during a quantitative approach to test goodwill could be materially impacted by adverse changes in market conditions.

For 2026 and 2025, the annual goodwill impairment analyses did not result in impairment charges. As of the 2026 annual impairment test date, the Company had goodwill of $2.1 billion related to three reporting units within the North America Steel Group segment, six reporting units within the Construction Solutions Group segment and one reporting unit within the Europe Steel Group segment. Nine reporting units, which, as of the 2026 annual impairment test date, comprised $117.4 million of goodwill within the North America Steel Group segment, $1.8 billion of goodwill within the Construction Solutions Group segment and $4.5 million of goodwill within the Europe Steel Group segment, were assessed for impairment using a qualitative approach. Management determined it was more likely than not that the fair values of the reporting units which were assessed using a qualitative approach exceeded their respective carrying values.

The remaining reporting unit, within the Construction Solutions Group segment, was tested for impairment using a quantitative approach. The fair value of the reporting unit within the Construction Solutions Group segment with $195.0 million of goodwill as of the 2026 annual impairment test date exceeded its carrying value by greater than 40%. The difference in the value of goodwill between the 2026 annual impairment test date and August 31, 2026 was due to foreign currency translation adjustments and measurement period adjustments.

As of the 2026 annual impairment test date, the Company had $58.2 million of other indefinite-lived intangible assets within the Construction Solutions Group segment, of which $55.0 million were tested for impairment using a quantitative approach. To perform the quantitative impairment tests, the Company used an income approach to calculate the fair value of each intangible asset using a relief from royalty method. Significant inputs to measure the fair value of the indefinite-lived intangible assets included projected revenue growth rates, royalty rates and discount rates. The fair values of the indefinite-lived intangible assets exceeded their carrying values by approximately 10%. The difference in the value of indefinite-lived intangible assets between the 2026 annual impairment test date and August 31, 2026 was due to the reclassification of an indefinite-lived in-process research and development intangible asset to a definite-lived developed technology intangible asset during the fourth quarter of 2026, as well as foreign currency translation adjustments. Based on the Company’s annual impairment testing of the indefinite-lived intangible assets, no impairment charges were recognized. Further, based on the results of impairment tests performed in 2026, management does not believe that it is reasonably likely that our reporting units or indefinite-lived intangible assets will fail their respective impairment tests in the near term. See Note 6, Goodwill and Other Intangible Assets, in Part II, Item 8 of this Annual Report for additional information.

Long-Lived Assets

We evaluate the carrying value of property, plant and equipment and finite-lived intangible assets whenever a change in circumstances indicates that the net carrying value may not be recoverable from the entity-specific undiscounted future cash flows expected to result from our use of and eventual disposition of a long-lived asset or asset group. Events or circumstances that could trigger an impairment review of a long-lived asset or asset group include, but are not limited to: (i) a significant decrease in the market price of the asset, (ii) a significant adverse change in the extent or manner that the asset is used or in its physical condition, (iii) a significant adverse change in legal factors or in the business climate that could affect the value of the asset, (iv) an accumulation of costs significantly in excess of original expectation for the acquisition or construction of the asset, (v) a current period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast of continuing losses associated with the use of the asset and (vi) a more-likely-than-not expectation that the asset will be sold or disposed of significantly before the end of its previously estimated useful life. If an impairment exists, the net carrying values are reduced to fair values. We estimate the fair values of these long-lived assets by performing a discounted future cash flow analysis for the remaining useful life of the asset, or the remaining useful life of the primary asset in the case of an asset group. An individual asset within an asset group is not impaired below its estimated fair value.

Our operations are capital intensive. The estimates of undiscounted future cash flows used during an impairment review of a long-lived asset or asset group require judgments and assumptions of future cash flows that are expected to arise as a direct result of the use and eventual disposition of the asset or asset group. If these assets were for sale, our estimates of their values could be significantly different because of market conditions, specific transaction terms and a buyer's perspective on future cash flows. The Company recorded immaterial impairment charges related to specific equipment in both 2026 and 2025; however, no broader events or circumstances triggered a recoverability assessment for property, plant and equipment.

Derivative Financial Instruments

Our global operations and product lines expose us to risks from fluctuations in metal commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. To limit the impact of these exposures, we enter into derivative instruments. We do not enter into derivative financial instruments for speculative purposes. We evaluate the fair value of our derivative financial instruments using an established fair value hierarchy as stated in Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report.

The Company has three Level 3 commodity derivatives which are bilateral agreements with a counterparty. The fair value estimates of the Level 3 commodity derivatives are based on an internally developed discounted cash flow model primarily utilizing unobservable inputs for which there is little or no market data. The Company determined the Level 3 fair value inputs as provided for under ASC 820 utilizing information obtained from relevant published indexes and external sources along with management’s own assumptions. Fluctuations in the information used to forecast future energy rates may cause volatility in the fair value estimate and in the unrealized gains and losses in other comprehensive income. See Note 10, Fair Value, in Part II, Item 8 of this Annual Report for more information on the Level 3 commodity derivatives.

Contingencies

In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We may incur settlements, fines, penalties or judgments in connection with some of these matters. While we are unable to estimate the ultimate dollar amount of exposure or loss in connection with these matters, we make accruals when a loss is probable and the amount can be reasonably estimated. The amounts we accrue could vary substantially from amounts we pay due to several factors including the following: evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and the uncertainties involved in litigation. We believe that we have adequately provided for these contingencies as needed in our consolidated financial statements. See Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report for more information on pending litigation and other matters.

Other Accounting Policies and New Accounting Pronouncements

See Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report.

FORWARD-LOOKING STATEMENTS

This Annual Report contains \"forward-looking statements\" within the meaning of the federal securities laws. The statements in this report that are not historical statements are forward-looking statements and address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related 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, backlog volumes, 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, the effects of CBAM and other EU trade measures on European demand and pricing, capital expenditures, tax credits, the timing, amount and recurrence of CO2 or emissions-related credits, our liquidity and our ability to satisfy future liquidity requirements, our ability to achieve our stated deleveraging target within the anticipated timeframe, 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. These forward-looking statements can generally be identified by phrases such as we or our management \"expects,\" \"anticipates,\" \"believes,\" \"estimates,\" \"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 Annual Report is 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 include those described in Part I, Item 1A, Risk Factors and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report, as well as the following:

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

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

•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;

•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;

•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;

•our ability to successfully execute our TAG operational and commercial excellence program and other transformation initiatives, including the realization of anticipated benefits within the expected timeframes;

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

•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;

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

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

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

•information technology interruptions and breaches in security;

•our ability to make necessary capital expenditures;

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

•unexpected equipment failures;

•losses or limited potential gains due to hedging transactions;

•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 16, Commitments and Contingencies, in Part II, Item 8, and in Part I, Item 3, Legal Proceedings of this Annual Report;

•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 Part I, Item 1A, Risk Factors in this Annual Report for information regarding additional risks which would cause actual results to be significantly different 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 Annual Report are cautioned not to place undue reliance on any forward-looking statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Approach to Mitigating Market Risk

See Note 9, Derivatives, in Part II, Item 8 of this Annual Report for disclosure regarding our approach to mitigating market risk and for summarized market risk information by year. Also, see Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report for additional information. We utilized foreign currency exchange forward contracts and commodity futures contracts during 2026 in accordance with our risk management program. None of the instruments were entered into for speculative purposes.

Foreign Currency Exchange Forward Contracts

Our global operations expose us to risks from fluctuations in foreign currency exchange rates. The Polish zloty (\"PLN\") to the United States dollar (\"USD\") exchange rate is considered to be a material foreign currency exchange rate risk exposure. We enter into currency exchange forward contracts as economic hedges of trade commitments denominated in currencies other than our reporting currency or the functional currency of our subsidiaries, including commitments denominated in PLN, USD, euro (\"EUR\"), Great Britain pound (\"GBP\") and Czech Republic koruna (\"CZK\").

The fair value of our foreign currency exchange forward contract commitments as of August 31, 2026 were as follows:


Functional Currency	Foreign Currency
Type	Amount (in thousands)	Type		Amount (in thousands)		Range of Hedge Rates (1)	Total Contract Fair Value (in thousands)
PLN	539,381		EUR		124,992		4.25	—	4.47		$	(1,029)
PLN	8,799		USD		2,369		3.64	—	3.77		10
GBP	358		CZK		10,000		27.96	—	27.96		(4)
GBP	2,902		USD		3,868		1.33	—	1.33		(66)
USD	146,849		PLN		547,250		0.27	—	0.27		(13)
									$	(1,102)

__________________________________

(1) Most foreign currency exchange forward contracts mature within one year. The range of hedge rates represents functional to foreign currency conversion rates.

Commodity Futures Contracts

Our product lines expose us to risks from fluctuations in metal commodity prices and natural gas, electricity and other energy commodity prices. We base pricing in some of our sales and purchase contracts on metal commodity futures exchange quotes, which we determine at the beginning of the contract. Due to the volatility of the metal commodity indexes, we enter into metal commodity futures contracts for copper. These futures contracts mitigate the risk of unanticipated declines in gross margin due to the price volatility of the underlying commodities. We also enter into energy derivatives to mitigate the risk of unanticipated declines in gross margin due to the price volatility of electricity and natural gas.

The fair value of our commodity futures contract commitments and energy derivatives as of August 31, 2026 were as follows:


Commodity	Exchange	Long/ Short	Total Contract Volumes	Range or Amount of Hedge Rates per unit	Total Contract Fair Value(1) (in thousands)
Copper	London Metal Exchange	Long	2,483	MT		$	13,402.56		—			$	14,604.96		$	906
Copper	London Metal Exchange	Short	6,986	MT		$	13,061.95		—			$	14,205.71		(4,885)
Copper	New York Mercantile Exchange(2)	Long	1,429	MT		$	476.60		—			$	671.05		718
Copper	New York Mercantile Exchange(2)	Short	3,493	MT		$	608.05		—			$	685.15		(378)
Electricity	N/A(3)	Long	2,533,000	MW(h)	PLN	253.94		—		PLN	744.64			64,992
Natural Gas	New York Mercantile Exchange	Long	4,662,000	MMBtu		$	3.17		—			$	4.34		(1,544)
										$	59,809

__________________________________

MT = Metric ton

MW(h) = Megawatt hour

MMBtu = Million British thermal units

(1) All commodity futures contract commitments mature within one year, except for the electricity and natural gas contract commitments, which have maturity dates extending to December 31, 2034 and August 31, 2029, respectively.

(2) The range or amount of hedge rates per unit are quoted per 100 pounds.

(3) There is no exchange for the electricity derivatives as they are bilateral agreements with a counterparty.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Reports of Independent Registered Public Accounting Firm	51
Consolidated Statements of Earnings for the years ended August 31, 2026, 2025 and 2024	54
Consolidated Statements of Comprehensive Income for the years ended August 31, 2026, 2025 and 2024	55
Consolidated Balance Sheets as of August 31, 2026 and 2025	56
Consolidated Statements of Cash Flows for the years ended August 31, 2026, 2025 and 2024	57
Consolidated Statements of Stockholders' Equity for the years ended August 31, 2026, 2025 and 2024	58
Notes to Consolidated Financial Statements	59
Note 1. Nature of Operations and Summary of Significant Accounting Policies	59
Note 2. Acquisitions	67
Note 3. Accumulated Other Comprehensive Loss	72
Note 4. Revenue Recognition	72
Note 5. Inventories	73
Note 6. Goodwill and Other Intangible Assets	74
Note 7. Leases	76
Note 8. Credit Arrangements	78
Note 9. Derivatives	80
Note 10. Fair Value	82
Note 11. Income Tax	83
Note 12. Stock-Based Compensation Plans	88
Note 13. Employees' Retirement Plans	90
Note 14. Capital Stock	93
Note 15. Earnings Per Share	94
Note 16. Commitments and Contingencies	94
Note 17. Accrued Expenses and Other Payables	95
Note 18. Segment Information	95

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Commercial Metals Company

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Commercial Metals Company and subsidiaries (the \"Company\") as of August 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended August 31, 2026, of the Company and our report dated October 15, 2026, expressed an unqualified opinion on those financial statements.

As described in Management's Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Foley Products Company, LLC (\"Foley\") and Concrete Pipe & Precast, LLC (\"CP&P\"), which were acquired on December 15, 2025 and December 1, 2025, respectively, and whose financial statements each constitute approximately 3% of net sales and approximately 3% and 2% of total assets, respectively, of the consolidated financial statement amounts as of and for the year ended August 31, 2026. Accordingly, our audit did not include the internal control over financial reporting at Foley or CP&P.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Dallas, Texas

October 15, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Commercial Metals Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Commercial Metals Company and subsidiaries (the \"Company\") as of August 31, 2026 and 2025, the related consolidated statements of earnings, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended August 31, 2026, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated October 15, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill — Annual impairment test for one Reporting Unit within the Construction Solutions Group segment – Refer to Notes 1 and 6 to the Financial Statements

Critical Audit Matter Description

Goodwill is tested for impairment at the reporting unit level annually as of the first day of the Company’s fourth quarter and whenever events or circumstances indicate that the carrying value exceeds its fair value. As of the 2026 annual impairment test date, the Company had goodwill of $2.1 billion, of which $195 million related to one reporting unit within the Construction Solutions Group segment. The Company’s goodwill impairment assessment involves comparing the fair value of each reporting unit to its carrying value. The Company estimates the fair value of its reporting units using a weighting of fair values derived from the income and market approaches. The determination of fair value using the income approach is based on the present value of estimated future cash flows, which requires management to make significant estimates and assumptions of revenue growth rates and operating margins, and selection of the discount rate. The determination of the fair value using the market approach requires management to make significant assumptions related to market multiples of earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit.

Based on the results of the Company’s annual impairment testing, no impairment was recognized as the fair value of the Company’s reporting units exceeded their carrying value.

We identified the Company’s goodwill impairment assessment as of the first day of the Company’s fourth quarter for the $195 million of goodwill related to one reporting unit within the Construction Solutions Group segment as a critical audit matter because of the significant estimates and assumptions used by management to estimate the fair value of the reporting unit. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions of future cash flows based on estimates of revenue growth rates and operating margins and selection of the discount rate for the income approach, and multiples of earnings for the market approach.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the annual goodwill impairment assessment for one reporting unit within the Construction Solutions Group segment included the following, among others:

•We tested the effectiveness of controls over the goodwill impairment assessment, including management’s controls over forecasts of future cash flows based on estimates of revenue growth rates and operating margins and the selection of the discount rate for the income approach, and determination of multiples of earnings for the market approach.

•We evaluated the reasonableness of management’s forecasts of future cash flows based on revenue growth rates and operating margins by comparing the forecasts to (1) historical revenues and operating margins and (2) forecasted information included in industry reports.

•With the assistance of our fair value specialists:

◦We evaluated the reasonableness of the valuation methodologies.

◦We evaluated the reasonableness of the discount rate used in the income approach by developing an independent range of estimated discount rates and comparing that range to the discount rate used in the Company’s valuation.

◦We evaluated the multiples of earnings used in the market approach, including testing the underlying source information and mathematical accuracy of the calculations.

/s/ Deloitte & Touche LLP

Dallas, Texas

October 15, 2026

We have served as the Company's auditor since 1959.


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS
	Year Ended August 31,
(in thousands, except share and per share data)	2026		2025		2024
Net sales	$	9,393,904			$	7,798,480		$	7,925,972
Costs and operating expenses:
Cost of goods sold	7,642,218			6,578,324			6,567,287
Selling, general and administrative expenses	881,961			700,234			668,413
Interest expense	143,337			45,498			47,893
Litigation expense	15,356			362,272			—
Asset impairments	21			4,607			6,708
Net costs and operating expenses	8,682,893			7,690,935			7,290,301
Earnings before income taxes	711,011			107,545			635,671
Income tax expense	55,162			22,883			150,180
Net earnings	$	655,849			$	84,662		$	485,491

Earnings per share:
Basic	$	5.92			$	0.75		$	4.19
Diluted	5.86			0.74			4.14

Average basic shares outstanding	110,857,469			112,994,381			115,844,977
Average diluted shares outstanding	111,864,867			114,086,750			117,152,552

See notes to consolidated financial statements.


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
	Year Ended August 31,
(in thousands)	2026		2025		2024
Net earnings	$	655,849			$	84,662		$	485,491
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(14,180)			47,932			49,191
Derivatives:
Net unrealized holding gain (loss)	19,426			16,944			(129,678)
Reclassification for realized gain	(10,536)			(5,565)			(1,965)
Net other comprehensive income (loss) on derivatives	8,890			11,379			(131,643)
Defined benefit pension plans:
Net gain	1,684			1,802			708
Reclassification for settlement losses and other	(318)			(412)			(430)
Net other comprehensive income on defined benefit pension plans	1,366			1,390			278
Total other comprehensive income (loss), net of income taxes	(3,924)			60,701			(82,174)
Comprehensive income	$	651,925			$	145,363		$	403,317

See notes to consolidated financial statements.


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
	August 31,
(in thousands, except share and per share data)	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	775,676			$	1,043,252
Restricted cash	3,174			2,652
Accounts receivable (less allowance for doubtful accounts of $3,867 and $3,186)	1,440,260			1,200,881
Income tax receivable	131,557			799
Inventories	1,104,719			934,310
Prepaid and other current assets	352,441			312,924
Total current assets	3,807,827			3,494,818
Property, plant and equipment:
Land	246,300			170,823
Buildings and improvements	1,626,950			1,206,672
Equipment	4,172,111			3,477,813
Construction in process	188,637			449,616
	6,233,998			5,304,924
Less accumulated depreciation and amortization	(2,780,284)			(2,562,151)
Property, plant and equipment, net	3,453,714			2,742,773
Intangible assets, net	431,681			210,815
Goodwill	2,138,616			386,846
Other noncurrent assets	426,059			336,582
Total assets	$	10,257,897			$	7,171,834
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	540,901			$	358,373
Accrued contingent litigation-related loss	377,251			362,272
Other accrued expenses and payables	642,946			493,879
Current maturities of long-term debt	67,147			44,289
Total current liabilities	1,628,245			1,258,813
Deferred income taxes	354,298			184,645
Other noncurrent liabilities	264,420			225,044
Long-term debt	3,313,728			1,310,006
Total liabilities	5,560,691			2,978,508
Commitments and contingencies (Note 16)
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 110,316,995 and 111,189,136 shares	1,290			1,290
Additional paid-in capital	423,334			406,916
Accumulated other comprehensive loss	(29,175)			(25,251)
Retained earnings	5,078,714			4,507,114
Less treasury stock, 18,743,669 and 17,871,528 shares at cost	(777,231)			(697,003)
Stockholders' equity	4,696,932			4,193,066
Stockholders' equity attributable to non-controlling interests	274			260
Total stockholders' equity	4,697,206			4,193,326
Total liabilities and stockholders' equity	$	10,257,897			$	7,171,834

See notes to consolidated financial statements.


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
	Year Ended August 31,
(in thousands)	2026		2025		2024
Cash flows from (used by) operating activities:
Net earnings	$	655,849			$	84,662		$	485,491
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization	395,921			285,877			280,367
Stock-based compensation	43,932			37,053			45,066
Write-off of committed financing fees	11,563			—			—
Deferred income taxes and other long-term taxes	158,351			(98,304)			(15,319)
Write-down of inventory	333			2,473			5,098
Unrealized loss (gain) on undesignated commodity hedges	7,871			(2,804)			(1,962)
Unrealized loss (gain) on undesignated foreign exchange hedges	5,091			(5,453)			797
Amortization of debt issuance costs	4,812			1,529			2,352
Asset impairments	21			4,607			6,708
Net loss (gain) on sales of assets	(741)			1,827			3,321
Litigation expense	15,356			362,272			—
Settlement of New Markets Tax Credit transactions	—			(2,786)			(6,748)
Other	2,110			5,568			404
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(155,031)			(41,179)			76,543
Inventories	(101,964)			42,590			61,777
Accounts payable, accrued expenses and other payables	236,099			49,836			(22,326)
Income tax payable (receivable)	(130,758)			12,558			(840)
Other operating assets and liabilities	(89,852)			(25,256)			(21,021)
Net cash flows from operating activities	1,058,963			715,070			899,708
Cash flows from (used by) investing activities:
Capital expenditures	(579,844)			(402,821)			(324,271)
Acquisitions, net of cash acquired	(2,516,424)			—			3,028
Proceeds from government assistance related to property, plant and equipment	15,000			50,000			—
Proceeds from the sale of property, plant and equipment	11,250			5,758			756
Proceeds from insurance	9,602			2,237			—
Other	(1,698)			(1,946)			(2,515)
Net cash flows used by investing activities	(3,062,114)			(346,772)			(323,002)
Cash flows from (used by) financing activities:
Proceeds from issuance of long-term debt, net	1,985,000			147,724			—
Repayments of long-term debt	(47,689)			(41,480)			(36,346)
Debt issuance costs	(8,489)			(622)			—
Committed financing fees	(11,563)			—			—
Proceeds from accounts receivable facilities	173,257			35,979			175,322
Repayments under accounts receivable facilities	(164,328)			(35,979)			(183,347)
Treasury stock acquired	(102,811)			(198,822)			(182,932)
Tax withholdings related to share settlements, net of purchase plans	(3,111)			(8,823)			(7,595)
Dividends	(84,249)			(81,433)			(78,868)
Contribution from non-controlling interest	14			12			7
Net cash flows from (used by) financing activities	1,736,031			(183,444)			(313,759)
Effect of exchange rate changes on cash	66			1,495			891
Increase (decrease) in cash and cash equivalents	(267,054)			186,349			263,838
Cash, restricted cash and cash equivalents at beginning of period	1,045,904			859,555			595,717
Cash, restricted cash and cash equivalents at end of period	$	778,850			$	1,045,904		$	859,555

See notes to consolidated financial statements.


	Year Ended August 31,
(in thousands)	2026		2025		2024
Supplemental information:
Cash paid for income taxes	$	42,955			$	116,161		$	158,455
Cash paid for interest	118,556			51,078			49,463

Noncash activities:
Liabilities related to additions of property, plant and equipment	$	77,161			$	36,898		$	35,203

Cash and cash equivalents	$	775,676			$	1,043,252		$	857,922
Restricted cash	3,174			2,652			1,633
Total cash, restricted cash and cash equivalents	$	778,850			$	1,045,904		$	859,555


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
	Common Stock				Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Number of Shares	Amount	Non-Controlling Interests	Total
Balance, September 1, 2023	129,060,664		$	1,290		$	394,672		$	(3,778)		$	4,097,262	(12,545,237)	$	(368,573)	$	241	$	4,121,114
Net earnings					485,491					485,491
Other comprehensive loss				(82,174)						(82,174)
Dividends ($0.68 per share)					(78,868)					(78,868)
Treasury stock acquired and excise tax						(3,499,225)		(184,249)			(184,249)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes and other			(33,882)				1,087,855		26,143			(7,739)
Stock-based compensation			35,241							35,241
Contribution of non-controlling interest								7		7
Reclassification of share-based liability awards			11,201							11,201
Balance, August 31, 2024	129,060,664		$	1,290		$	407,232		$	(85,952)		$	4,503,885	(14,956,607)	$	(526,679)	$	248	$	4,300,024
Net earnings					84,662					84,662
Other comprehensive income				60,701						60,701
Dividends ($0.72 per share)					(81,433)					(81,433)
Treasury stock acquired and excise tax						(3,913,560)		(200,280)			(200,280)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes			(38,779)				998,639		29,956			(8,823)
Stock-based compensation			28,554							28,554
Contribution of non-controlling interest								12		12
Reclassification of share-based liability awards			9,909							9,909
Balance at August 31, 2025	129,060,664		$	1,290		$	406,916		$	(25,251)		$	4,507,114	(17,871,528)	$	(697,003)	$	260	$	4,193,326
Net earnings					655,849					655,849
Other comprehensive loss				(3,924)						(3,924)
Dividends ($0.76 per share)					(84,249)					(84,249)
Treasury stock acquired and excise tax						(1,579,042)		(103,379)			(103,379)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes and other			(26,262)				706,901		23,151			(3,111)
Stock-based compensation			34,802							34,802
Contribution of non-controlling interest								14		14
Reclassification of share-based liability awards			7,878							7,878
Balance at August 31, 2026	129,060,664		$	1,290		$	423,334		$	(29,175)		$	5,078,714	(18,743,669)	$	(777,231)	$	274	$	4,697,206

See notes to consolidated financial statements.

COMMERCIAL METALS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (\"GAAP\") and include all normal recurring adjustments necessary to present fairly the consolidated balance sheets and the consolidated statements of earnings, comprehensive income, cash flows and stockholders' equity for the periods indicated. Any reference in this Form 10-K to a year refers to the fiscal year ended August 31st of that year, unless otherwise stated.

Nature of Operations

CMC provides 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 (\"U.S.\") 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), which resulted in the creation of CMC's precast platform. With the addition of Foley and CP&P, 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.

North America Steel Group

The North America Steel Group segment is composed of a vertically integrated network of recycling facilities, steel mills and fabrication operations located in the U.S. The recycling facilities process ferrous and nonferrous scrap metals (collectively referred to as \"raw materials\") for use by manufacturers of metal products. The steel mill operations consist of six electric arc furnace (\"EAF\") mini mills, four EAF micro mills and one rerolling mill. The steel mills manufacture finished long steel products including reinforcing bar (\"rebar\"), merchant bar, light structural and other special sections and wire rod, as well as semi-finished billets for rerolling and forging applications (collectively referred to as \"steel products\" in the context of the North America Steel Group segment). The fabrication operations primarily fabricate rebar and steel fence posts and offer post-tension cable products (collectively referred to as \"downstream products\" in the context of the North America Steel Group segment). The general strategy in the North America Steel Group segment is to optimize the Company's vertically integrated value chain to maximize profitability by obtaining the lowest possible input costs and highest possible selling prices. The Company operates the recycling facilities to provide low-cost scrap to the steel mills and the fabrication operation help to optimize the steel mill volumes; however, these businesses are operated to generate an attractive return on the capital deployed. The North America Steel Group segment's products are sold to steel mills and foundries, as well as construction, fabrication and other manufacturing industries.

Construction Solutions Group

The Construction Solutions Group segment consists of CMC's precast platform as well as the Emerging Business Group businesses. These businesses include CMC Construction Services products (\"construction products\"), Tensar products and solutions (collectively referred to as \"ground stabilization solutions\"), CMC Impact Metals, performance reinforcing steel products (collectively referred to as \"downstream products\" in the context of the Construction Solutions Group segment) and CMC Bridge Systems.

•Precast concrete and concrete pipe products 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 cast-in-place techniques. The precast platform provides mission-critical applications often for site infrastructure such as utility connections, water supply and stormwater management.

•CMC Construction Services sells and rents products and equipment used to execute construction projects. Primary customers include concrete installers and other businesses in the construction industry.

•Tensar sells geogrids and Geopier foundation systems. Geogrids are polymer-based products used for ground stabilization, soil reinforcement and asphalt optimization in construction applications, including roadways, public infrastructure and industrial facilities. Geopier foundation systems are rammed aggregate pier and other foundation solutions that increase the load-bearing characteristics of ground structures and working surfaces and can be applied in soil types and construction situations where traditional support methods are impractical or would make a project infeasible.

•CMC Impact Metals manufactures heat-treated, high-strength steel products, such as high-strength bar for the truck trailer industry, special bar quality steel for the energy market and armor plate for military vehicles.

•CMC's group of performance reinforcing steel offerings include innovative products such as Galvabar (galvanized rebar with a zinc alloy coating that provides corrosion protection and post-fabrication formability), ChromX (designed for high-strength capabilities, corrosion resistance and a service life of more than 100 years) and CryoSteel (a cryogenic reinforcing steel that exceeds minimum performance requirements for strength and ductility at extremely low temperatures). Additionally, CMC Anchoring Systems sells custom engineered anchor cages, bolts and fasteners that are fabricated principally from rebar and are used primarily to secure high voltage electrical transmission poles to concrete foundations.

•Through the Company's licensing agreement with InQuik Inc., CMC Bridge Systems is the authorized provider of InQuik Bridges in the U.S. CMC Bridges are a patented prefabricated and modular system for constructing reinforced concrete bridge components off-site, which are then installed on-site with poured concrete for a cast-in-place structure.

The strategy in the Construction Solutions Group segment is to provide construction-related solutions and value-added products with strong underlying growth fundamentals to serve domestic and international markets adjacent to those served by the vertically integrated operations in the North America Steel Group segment and the Europe Steel Group segment. To execute this strategy, the Company (i) develops proprietary products and solutions that deliver high value to customers by reducing costs and construction time, (ii) provides concrete-related construction products, equipment, and services and (iii) produces reinforcing steel products with increased strength, durability and corrosion resistance to support sustainable concrete construction.

Europe Steel Group

The Europe Steel Group segment is composed of a vertically integrated network of recycling facilities, an EAF mini mill and fabrication operations located in Poland. The scrap metal recycling facilities process ferrous scrap metals for use almost exclusively by the mini mill. The steel products manufactured by the mini mill include rebar, merchant bar and wire rod as well as semi-finished billets. The products manufactured by this segment's fabrication operations include fabricated rebar, wire mesh, welded steel mesh, wire rod, cold-rolled rebar, cold-rolled wire rod, assembled rebar cages and other fabricated rebar by-products (collectively referred to as \"downstream products\" in the context of the Europe Steel Group segment). The strategy in the Europe Steel Group segment is to optimize profitability of the products manufactured by the mini mill and is executed in the same manner as in the North America Steel Group segment. The Europe Steel Group segment's products are sold primarily to fabricators, manufacturers, distributors and construction companies.

Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include the accounts of the Company, its wholly owned and majority owned subsidiaries and certain variable interest entities (\"VIEs\") for which the Company is the primary beneficiary. Intercompany account balances and transactions have been eliminated.

Use of Estimates

The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of net sales and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue recognition, income taxes, inventories, acquisitions, goodwill and other intangible assets, long-lived assets, derivative financial instruments and contingencies. Actual results could differ significantly from these estimates and assumptions.

Cash and Cash Equivalents

Cash and cash equivalents include cash on deposit and short-term highly-liquid investments with original maturities of three months or less at the date of purchase.

Revenue Recognition and Allowance for Doubtful Accounts

Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration received or expected to be received in exchange for those goods or services. The Company's performance obligations arise from (i) sales of raw materials, steel products, downstream products, construction products and ground stabilization solutions and (ii) installation services performed by its fabrication operations. The shipment of products to customers is considered a fulfillment activity, and amounts billed to customers for shipping and freight are included in net sales, and the related costs are included in cost of goods sold. Net sales are presented net of taxes remitted to taxing authorities.

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. Certain revenue from sales of downstream products in the North America Steel Group segment is recognized over time, as discussed below. Remaining revenue from sales of 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. For contracts where the Company provides fabricated rebar and installation services, revenue is recognized over time using an input measure of progress based on contract costs incurred to date compared to total estimated contract costs (\"input measure\"). This input measure provides a reasonable depiction of the Company’s progress toward satisfaction of the performance obligation, as there is a direct relationship between costs incurred by the Company and the transfer of the fabrication and installation services. Revenue from fabrication contracts where the Company does not provide installation services is recognized over time using an output measure of progress based on tons shipped compared to total estimated tons (\"output measure\"). This output measure provides a reasonable depiction of the transfer of contract value to the customer, as there is a direct relationship between the units shipped by the Company and the transfer of the fabricated rebar. If total estimated costs on any contract are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues, costs to complete or total planned quantity is recorded in the period in which such revisions are identified.

The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an asset when revenue is recognized prior to invoicing and a liability when revenue is recognized subsequent to invoicing. Payment terms and conditions vary by contract type, although the Company generally requires customers to pay 30 days after the Company satisfies the performance obligations. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the contracts do not include a significant financing component.

The Company maintains an allowance for doubtful accounts for accounts receivable it estimates will not be collected based on market conditions, customers' financial condition and other factors. Historically, these allowances have not been material. The

Company reviews and sets credit limits for each customer. The Europe Steel Group segment as well as certain Emerging Business Group businesses within the Construction Solutions Group segment use credit insurance to ensure payment in accordance with the terms of sale. Generally, collateral is not required. Approximately 13% and 15% of total receivables at August 31, 2026 and 2025, respectively, were financially assured.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined by the weighted average cost method. Adjustments to inventory may be due to changes in price levels, assumptions about market conditions, obsolescence, damage, physical deterioration and other causes. Adjustments required to reduce the carrying value of inventory to net realizable value are recorded as a charge to cost of goods sold within the consolidated statements of earnings.

Elements of cost in finished goods inventory, in addition to the cost of material, include depreciation, utilities, consumable production inputs, maintenance, production, wages and transportation costs. Additionally, the costs of departments that support production, including materials management and quality control, are allocated to inventory.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Maintenance is expensed as incurred. Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. Depreciation and amortization are recorded on a straight-line basis over the following estimated useful lives:


Buildings	7	to	40	years
Land improvements	3	to	25	years
Leasehold improvements	3	to	15	years
Equipment	3	to	25	years
Internal-use software	3	to	15	years

The Company evaluates impairment of its property, plant and equipment to be held and used whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. For each asset or asset group held for use with indicators of impairment, the Company compares the undiscounted net cash flows to be generated from the use and eventual disposition of the asset or asset group with its net carrying value. If the net carrying value of the asset or asset group exceeds the estimated undiscounted net future cash flows, the excess of the net carrying value over the estimated fair value is charged to impairment loss. Property, plant and equipment held for sale are reported at the lower of the carrying amount or the estimated sales price, less estimated costs to sell.

During 2026, the Company recorded an immaterial impairment charge related to specific equipment; however, no broader events or circumstances triggered a recoverability assessment for property, plant and equipment.

Further discussion regarding nonrecurring fair value remeasurements is included in Note 10, Fair Value.

Software Development Costs

The Company capitalizes certain direct internal and external costs for the development of internal-use software based on the stage of development as well as the nature of the costs incurred. Capitalization of qualifying internal-use software costs begins when the preliminary project stage is completed, management with the relevant authority, implicitly or explicitly, authorizes and commits to funding the project and it is probable that the project will be completed and the software will perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete and the software is ready for its intended purpose. Costs incurred in the preliminary project stage and post implementation phases, including costs associated with post-configuration training and repairs and maintenance of the developed technologies, are expensed as incurred.

Software development includes costs associated with a cloud computing arrangement (\"CCA\"), such as software as a service or other hosting arrangements. If the CCA includes a software license, the software license element of the arrangement is accounted for in the same manner as the acquisition of internal-use software. If the CCA does not include a software license, the service element of the arrangement is accounted for as a service contract. The Company defers certain implementation costs for its CCAs that are service contracts, which are included in prepaids and other current assets and other noncurrent assets in the consolidated balance sheets. The Company amortizes deferred implementation costs in a CCA over the life of the service contract.

Leases

The Company's leases are primarily for real property and equipment. The Company determines if an arrangement is a lease at the inception of a contract by assessing whether the Company has the right to direct the use of, and obtain substantially all the economic benefits from, a specific asset identified in the contract. The ROU assets represent the Company's right to use the underlying assets for the lease term, and the lease liabilities represent the obligation to make lease payments arising from the leases. The Company's ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments to be made over the lease term. Certain of the Company's lease agreements contain options to extend the lease. The Company evaluates these options on a lease-by-lease basis, and if the Company determines it is reasonably certain to be exercised, the lease term includes the extension. The Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments, and lease expense is recognized on a straight-line basis over the lease term. The incremental borrowing rate is the rate of interest the Company could borrow on a collateralized basis over a similar term with similar payments. The Company does not include leases with an initial term of twelve months or less in the ROU asset or lease liability balances.

Certain of the Company's lease agreements include payments for variable costs not determinable upon lease commencement, including mileage, utilities, fuel and inflation adjustments. These variable lease payments are recognized in cost of goods sold and selling, general and administrative (\"SG&A\") expenses, but are not included in the ROU asset or lease liability balances. The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants.

Government Assistance

Government assistance, including non-monetary grants, herein collectively referred to as grants, is not recognized until there is reasonable assurance that the Company will comply with the conditions of the grant and will receive it. Generally, government grants fall into two categories: grants related to assets and grants related to income.

Grants related to assets are government grants for the purchase or construction of long-lived assets. The Company accounts for grants related to assets by deducting the grant in arriving at the carrying amount of the asset on the consolidated balance sheets. Non-monetary grants are recognized at fair value. The Company recognizes the grant in profit or loss over the life of the depreciable asset as a reduction to depreciation expense. Grants related to non-depreciable assets may require the fulfillment of certain obligations and, in such cases, are recognized in profit or loss over the periods that bear the cost of meeting the obligations. As an example, a grant of land that is conditional upon constructing a building on the site is recognized as a reduction to depreciation expense over the life of the building.

Grants related to income are any grants that are not considered grants related to assets, such as grants to compensate for certain expenses. Grants related to income are recognized in profit or loss on a systematic basis upon meeting the recognition criteria specified in the grants and during the periods when the expenses being compensated by the grants are incurred.

During 2026, 2025 and 2024, the Company was awarded $36.0 million, $74.7 million and $29.2 million, respectively, in government grants related to income as part of the compensation scheme for energy-intensive sectors and sub-sectors

established by the Energy Regulatory Office in Poland (the \"Poland Compensation Scheme Act\" or \"PCSA\"). The purpose of the PCSA each year was to provide aid to energy-intensive companies to offset indirect costs of rising carbon emission rights included in energy costs. The amount of government assistance awarded by the PCSA each year was dependent upon the Company meeting certain electricity consumption thresholds and the number of other applicants. The government assistance received and recognized under the PCSA each year is not subject to recapture. The PCSA grants were recognized in the Europe Steel Group segment as reductions to cost of goods sold in the consolidated statements of earnings.

During 2025 and 2024, the Company was awarded $4.0 million and $40.2 million, respectively, in government grants related to income as part of the annual Polish state aid programs established for rising electricity and natural gas prices (the \"Energy Aid Programs\"). The Energy Aid Programs were established by the Polish Ministry of Development and Technology to mitigate the effects of sudden increases in electricity and natural gas prices in Poland for companies that met required energy intensity and sectorial conditions and met certain financial metrics. The government assistance received and recognized under the Energy Aid Programs each year is not subject to recapture. The grants from the Energy Aid Programs were recognized in the Europe Steel Group segment as reductions to cost of goods sold in the consolidated statements of earnings.

During 2023, the Company entered into an agreement with the West Virginia Economic Development Authority (the \"WVEDA\") to permanently finance a portion of the costs to construct the Company's fourth micro mill in Berkeley County, West Virginia. Under this agreement, the Company can receive up to $75.0 million in aggregate disbursements in the form of a forgivable loan for eligible costs incurred from June 21, 2023 through June 20, 2027 (the \"Completion Date\"). Eligible costs include the acquisition of land and buildings, the acquisition and installation of machinery and equipment and necessary construction costs. The Company anticipates receiving disbursements over this period upon achieving certain capital investment and employment thresholds. Amounts received under the agreement are subject to recapture in the event that the Company fails to achieve certain minimum investment and employment thresholds prior to the Completion Date. The Company has determined that amounts received under the agreement are grants related to assets. During 2026 and 2025, the Company received $15.0 million and $50.0 million, respectively, in benefits from the WVEDA as a result of meeting certain investment thresholds. An additional $5.0 million was received in 2023 bringing the total amount received to date to $70.0 million. Amounts received were recognized in the North America Steel Group segment and the cumulative benefits reduced the net carrying value in the consolidated balance sheets.

Goodwill and Other Intangible Assets

Goodwill and other indefinite-lived intangible assets are tested for impairment annually as of the first day of the Company's fourth quarter, and between annual tests whenever events or circumstances indicate that the carrying value of a reporting unit, including goodwill, or an indefinite-lived intangible asset exceeds its fair value. To evaluate goodwill and other indefinite-lived intangible assets for impairment, the Company may use qualitative assessments to determine whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessments consider multiple factors, including the current operating environment, historical and future financial performance and industry and market conditions. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may elect to bypass the qualitative assessment and instead perform a quantitative impairment test to calculate the fair value of the reporting unit in comparison to its associated carrying value.

The Company's reporting units represent an operating segment or one level below an operating segment. When performing a quantitative impairment test, the Company estimates the fair value of its reporting units using a weighting of fair values derived from the income and market approaches. Using the income approach, the Company determines the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into account industry and market conditions. The discount rate is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the reporting unit. The market approach estimates fair value based on market multiples of earnings derived from comparable publicly traded companies with similar operating and investment characteristics to the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is indicated in the amount that the carrying value exceeds the fair value of the reporting unit, not to exceed the goodwill value for the reporting unit.

When estimating the fair value of indefinite-lived intangible assets using a quantitative approach, the Company applies the relief from royalty method, an income approach. Significant inputs to estimate the fair value of the indefinite-lived intangible assets include projected revenue growth rates, royalty rates and discount rates.

Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment charges are recorded on finite-lived intangible assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts.

Contingencies

The Company accrues for claims and litigation, including environmental investigation and remediation costs, when they are both probable and the amount can be reasonably estimated. In the event that estimates or assumptions differ from actual results, adjustments are made in subsequent periods to reflect more current information. The Company expenses legal fees as incurred.

Environmental costs are based on estimates regarding the sites for which the Company will be responsible, the scope and cost of work to be performed at each site, the portion of costs that will be shared with other parties and the timing of remediation. Where timing and amounts cannot be reasonably determined, a range is estimated and the lower end of the range is recorded.

Stock-Based Compensation

The Company recognizes stock-based equity and liability awards at fair value. The fair value of each stock-based equity award is estimated at the grant date using either the Black-Scholes or Monte Carlo pricing model. The total compensation cost for these awards is amortized over the requisite service period using the accelerated method of amortization for grants with graded vesting or the straight-line method for grants with cliff vesting. Stock-based liability awards are measured at fair value at the end of each reporting period and fluctuate based on the price of CMC common stock and performance relative to the targets.

Income Taxes

CMC and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial statement and income tax bases of assets and liabilities. The principal differences are described in Note 11, Income Tax. Benefits from income tax credits are recognized as a component of income tax expense in the period earned. The Company records income tax positions based on a more likely than not threshold for sustaining the position upon examination by taxing authorities with full knowledge of all relevant facts. The Company classifies interest and any statutory penalties recognized on a tax position as income tax expense.

Foreign Currencies

The functional currency of the Company's foreign operations is the local currency of each respective country. Translation adjustments are reported as a component of accumulated other comprehensive income or loss. Transactions denominated in currencies other than the functional currency resulted in a gain of $1.5 million in 2026, and losses of $9.8 million and $7.7 million in 2025 and 2024, respectively.

Derivative Financial Instruments

The Company recognizes derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges are adjusted to fair value through net earnings. Changes in the fair value of derivatives that are designated as hedges are recognized depending on the nature of the hedge. For fair value hedges, changes are recognized as an offset against the change in fair value of the hedged balance sheet item. When the derivative is designated as a cash flow hedge and is highly effective, changes are recognized in other comprehensive income (loss).

Gains or losses on derivative instruments are recognized in the consolidated statements of earnings when the instrument is sold, terminated, exercised, or expires, if it is an undesignated hedge or designated as a fair value hedge. If a derivative instrument is designated as a cash flow hedge, the cumulative unrealized gain or loss, which has been recognized in the consolidated statement of comprehensive income, is reclassified to the consolidated statements of earnings when the hedged transaction either impacts earnings or is no longer expected to occur.

Fair Value

The Company has established a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Level 1 represents unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 represents quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) that are observable, either directly or indirectly. Level 3 represents valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Recently Issued and Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (\"FASB\") issued Accounting Standards Update (\"ASU\") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (\"ASU 2023-07\"). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the Chief Operating Decision Maker (\"CODM\"), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. The Company adopted the amendments in ASU 2023-07 for its fiscal year ended August 31, 2025. Based on the Company's assessment of significant segment expenses regularly provided to the CODM, cost of goods sold and SG&A expenses are now disclosed for each reportable segment. The amendment was applied retrospectively to all prior periods presented. See Note 18, Segment Information, for additional information.

In December 2023, the FASB issued 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 Company adopted this standard on a prospective basis for its fiscal year ended August 31, 2026. The guidance only impacts disclosures and did not have an impact on the Company's consolidated financial statements at the time of adoption. See Note 11, Income Tax, for additional information.

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. 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 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.

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 2025-10, 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.

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 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.

The Company acquired two businesses in the precast concrete industry in 2026. The Company completed the acquisition of all of the issued and outstanding equity securities of the entities that owned 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 across nine states within the Southeastern U.S. 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 & 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 and measurement period adjustments that were allocated to Foley's assets and liabilities as of the Foley Acquisition Date based upon fair values as determined by the Company. Final determination of fair values may result in further adjustments to the values presented in the following table:


(in thousands)	Estimated Fair Value as of Acquisition Date		Measurement Period Adjustments		Estimated Fair Value
Cash	$	9,890			$	—		$	9,890
Accounts receivable	60,089			(25)			60,064
Inventories	35,846			562			36,408
Other current assets	1,823			(52)			1,771
Property, plant and equipment	244,728			10			244,738
Intangible assets	194,800			—			194,800
Goodwill	1,332,481			1,231			1,333,712
Other noncurrent assets	4,225			(17)			4,208
Accounts payable-trade, accrued expenses and other payables	(18,247)			(1,832)			(20,079)
Deferred income taxes	(12,000)			—			(12,000)
Other long-term liabilities	(4,227)			123			(4,104)
Total assets acquired and liabilities assumed	$	1,849,408			$	—		$	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 year ended August 31, 2026 was $2.7 million, which was reflected as cost of goods sold as the related inventory was sold.

Property, Plant and Equipment

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 Foley Acquisition 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. The Company added $1.3 billion of goodwill related to the Foley Acquisition in 2026. Approximately $1.16 billion 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 August 31, 2026, that are included in the Company’s consolidated statement of earnings and consolidated statement of comprehensive income.


(in thousands)	From the Foley Acquisition Date to August 31, 2026
Net sales	$	251,145
Earnings before income taxes	28,379

Pro Forma Supplemental Information (unaudited)

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 acquisition and integration expenses (note that acquisition costs are included in SG&A expenses). Interest related to the 2033 Notes and the 2035 Notes that were issued to fund the Foley Acquisition was also included. The resulting tax effects of the business combination are also reflected below.


	Year Ended August 31,
(in thousands)	2026		2025
Pro forma net sales	$	9,518,983			$	8,222,269
Pro forma net earnings	697,292			37,902

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 $21.6 million of acquisition and integration expenses from the year ended August 31, 2026, and include this balance in the earliest period presented. Pro forma net earnings include additional interest expense associated with the 2033 Notes 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. These adjustments resulted in $23.5 million of additional interest expense in the year ended August 31, 2026, and $99.3 million of additional interest expense in the year ended August 31, 2025.

The pro forma results also reflect decreased amortization expense from revalued intangible assets of $30.3 million in the year ended August 31, 2026, 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 $62.5 million in the year ended August 31, 2025, primarily as a result of including amortization expense related to the contract backlog intangible asset in the earliest period presented. The pro forma results for the year ended August 31, 2025, reflect an adjustment of $2.7 million of increased cost of goods sold as a result of the revaluation of inventory, which was removed from the year ended August 31, 2026.

CP&P Acquisition

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


(in thousands)	Estimated Fair Value as of Acquisition Date		Measurement Period Adjustments		Estimated Fair Value
Cash	$	434			$	—		$	434
Accounts receivable	38,745			(460)			38,285
Inventories	35,764			1,078			36,842
Other current assets	712			—			712
Property, plant and equipment	81,718			(397)			81,321
Intangible assets	125,600			—			125,600
Goodwill	415,083			2,510			417,593
Other noncurrent assets	8,309			—			8,309
Accounts payable-trade, accrued expenses and other payables	(22,556)			(1,574)			(24,130)
Deferred income taxes	—			(1,157)			(1,157)
Other long-term liabilities	(6,814)			—			(6,814)
Total assets acquired and liabilities assumed	$	676,995			$	—		$	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 costs to sell and historical profits. The total purchase accounting inventory adjustment recognized during the year ended August 31, 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. The Company added $417.6 million of goodwill related to the CP&P Acquisition in 2026. The recognized goodwill for tax purposes is $582.1 million and is deductible over 15 years which created 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

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 August 31, 2026 that are included in the Company’s consolidated statement of earnings and consolidated statement of comprehensive income.


(in thousands)	From the CP&P Acquisition Date to August 31, 2026
Net sales	$	259,974
Earnings before income taxes	20,821

Pro Forma Supplemental Information (unaudited)

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 included in SG&A expenses). Additional lease expense that would have been incurred if the CP&P Acquisition occurred on September 1, 2024 was also included. The resulting tax effects of the business combination are also reflected below.


	Year Ended August 31,
(in thousands)	2026		2025
Pro forma net sales	$	9,466,664			$	8,064,530
Pro forma net earnings	691,791			78,799

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 $12.4 million of acquisition and integration expenses from the year ended August 31, 2026, and include this balance in the earliest period presented. Results also reflect decreased amortization expense from revalued intangible assets of $21.4 million in the year ended August 31, 2026, 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 $36.3 million in the year ended August 31, 2025, primarily as a result of including amortization expense related to the contract backlog intangible asset in the earliest period presented. Depreciation expense increased by $3.5 million in the year ended August 31, 2025 related to the fair value adjustment of acquired property, plant and equipment, and lease expense increased by $3.1 million to reflect leases that would have begun in the earliest period presented. Additionally, the pro forma results for the year ended August 31, 2025 include $4.0 million of increased cost of goods sold as a result of the revaluation of inventory, which was removed from the year ended August 31, 2026.

NOTE 3. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss (\"AOCL\") was comprised of the following:


(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCL
Balance, September 1, 2023	$	(126,045)			$	135,257		$	(12,990)	$	(3,778)
Other comprehensive income (loss) before reclassifications(1)	49,191			(129,678)			708		(79,779)
Reclassification for gain and other(2)(3)	—			(1,965)			(430)		(2,395)
Net other comprehensive income (loss)	49,191			(131,643)			278		(82,174)
Balance at August 31, 2024	(76,854)			3,614			(12,712)		(85,952)
Other comprehensive income before reclassifications(1)	47,932			16,944			1,802		66,678
Reclassification for gain and other(2)(3)	—			(5,565)			(412)		(5,977)
Net other comprehensive income	47,932			11,379			1,390		60,701
Balance at August 31, 2025	(28,922)			14,993			(11,322)		(25,251)
Other comprehensive income (loss) before reclassifications(1)	(14,180)			19,426			1,684		6,930
Reclassification for gain and other(2)(3)	—			(10,536)			(318)		(10,854)
Net other comprehensive income (loss)	(14,180)			8,890			1,366		(3,924)
Balance at August 31, 2026	$	(43,102)			$	23,883		$	(9,956)	$	(29,175)

__________________________________

(1) Other comprehensive income (loss) (\"OCI\") before reclassifications from derivatives is presented net of income tax benefit (expense) of $(4.5) million, $(4.0) million and $30.6 million for 2026, 2025 and 2024, 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 are primarily recorded in cost of goods sold in the consolidated statements of earnings and are presented net of income tax expense of $2.5 million for 2026 and are presented net of immaterial income tax impacts for both 2025 and 2024.

(3) Reclassification from defined benefit pension plans include settlement losses and other items such as amortization of unrecognized gains or losses that are recorded in SG&A expenses in the consolidated statements of earnings and are presented net of immaterial income tax impacts.

NOTE 4. REVENUE RECOGNITION

Revenue from Contracts with Customers

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 18, Segment Information, for more information about disaggregated revenue by the Company's major product lines.

Certain revenue from sales of downstream products in the North America Steel Group segment is recognized over time, as discussed below. Remaining revenue from sales of 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 7% of net sales in the North America Steel Group segment in 2026, compared to 8% in both 2025 and 2024. 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 in 2026, compared to 10% in both 2025 and 2024.

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


(in thousands)	August 31, 2026		August 31, 2025
Contract assets (included in accounts receivable)	$	86,470			$	108,570
Contract liabilities (included in other accrued expenses and payables)	20,146			21,631

The entire contract liability as of August 31, 2025 was recognized in net sales during 2026.

Remaining Performance Obligations

As of August 31, 2026, revenue totaling $895.5 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 70% of the remaining performance obligations will be recognized during 2027 and the remainder will be recognized during 2028. 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

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 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)	August 31, 2026		August 31, 2025
Raw materials	$	270,850			$	204,945
Work in process	4,704			4,165
Finished goods	829,165			725,200
Total	$	1,104,719			$	934,310

The inventory valuation reserve was immaterial as of August 31, 2026. As of August 31, 2025 and 2024, the inventory valuation reserve was $2.5 million, and $5.1 million, respectively, and primarily impacted the North America Steel Group segment and Europe Steel Group segment, respectively. Immaterial inventory write-downs were recorded in cost of goods sold in the consolidated statements of earnings in all years.

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill by reportable segment is detailed in the following table:


(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Consolidated
Goodwill, gross:
Balance, September 1, 2024	$	126,915			$	264,568		$	4,337	$	395,820
Foreign currency translation	—			955			271		1,226
Balance at August 31, 2025	126,915			265,523			4,608		397,046
Foreign currency translation	—			558			(98)		460
Acquisitions	—			1,751,305			—		1,751,305
Balance at August 31, 2026	126,915			2,017,386			4,510		2,148,811

Accumulated impairment:
Balance, September 1, 2024	(9,542)			(493)			(155)		(10,190)
Foreign currency translation	—			—			(10)		(10)
Balance at August 31, 2025	(9,542)			(493)			(165)		(10,200)
Foreign currency translation	—			—			5		5
Balance at August 31, 2026	(9,542)			(493)			(160)		(10,195)

Goodwill, net:
Balance, September 1, 2024	117,373			264,075			4,182		385,630
Foreign currency translation	—			955			261		1,216
Balance at August 31, 2025	117,373			265,030			4,443		386,846
Foreign currency translation	—			558			(93)		465
Acquisitions	—			1,751,305			—		1,751,305
Balance at August 31, 2026	$	117,373			$	2,016,893		$	4,350	$	2,138,616

During 2026, 2025 and 2024, the annual goodwill impairment assessments, which were performed as of the first day of the Company's fourth quarter (the \"annual impairment test date\"), did not result in any impairment charges. For the year ended August 31, 2026, the Company performed qualitative assessments for nine reporting units consisting of $1.9 billion of goodwill as of the 2026 annual impairment test date and quantitative tests for one reporting unit consisting of $195.0 million of goodwill as of the 2026 annual impairment test date. The results of the qualitative assessments and quantitative tests indicated that it was more likely than not that the fair value of all reporting units exceeded their carrying values. The difference in the value of goodwill between the 2026 annual impairment test date and August 31, 2026 was immaterial.

Other indefinite-lived intangible assets consisted of the following:


(in thousands)	August 31, 2026		August 31, 2025
Trade names	$	55,137			$	54,813
In-process research and development	—			2,400
Non-compete agreements	750			750
Total	$	55,887			$	57,963

During 2026, 2025 and 2024, the Company did not record any indefinite-lived intangible asset impairment charges. As of the 2026 annual impairment test date, the Company had $58.2 million of indefinite-lived intangible assets, of which $55.0 million were tested for impairment using a quantitative approach. Based on the quantitative tests performed, the Company concluded it was more likely than not that the estimated fair values of the indefinite-lived intangible assets were greater than their respective carrying values. The changes in the balance of intangible assets with indefinite lives from August 31, 2025 to August 31, 2026 and from the 2026 annual impairment test date to August 31, 2026 were due to the reclassification of an indefinite-lived in-process research and development intangible asset to a definite-lived developed technology intangible asset during the fourth quarter of 2026, as well as foreign currency translation adjustments.

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


	August 31, 2026		August 31, 2025
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount	Accumulated Amortization		Net
Customer relationships	$	307,648			$	49,979		$	257,669		$	75,304		$	24,663	$	50,641
Developed technologies	156,615			78,049			78,566		153,844		60,882		92,962
Contract backlog	79,000			57,229			21,771		—		—		—
Trade names	12,884			3,532			9,352		3,560		1,823		1,737
Patents	10,660			7,629			3,031		9,111		7,338		1,773
Lease rights	6,660			1,259			5,401		6,804		1,200		5,604
Other	2,523			2,519			4		2,524		2,389		135
Total	$	575,990			$	200,196		$	375,794		$	251,147		$	98,295	$	152,852

The majority of the increases in customer relationship and trade name intangible assets, and the addition of the contract backlog intangible asset at August 31, 2026, as compared to August 31, 2025, were due to the Foley Acquisition and the CP&P Acquisition. For more information on the Foley Acquisition and the CP&P Acquisition, 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 recorded in the consolidated statements of earnings is as follows:


(in thousands)	Year Ended August 31,
Primary Location	2026		2025		2024
Cost of goods sold	$	75,381			$	17,210		$	18,188
SG&A expenses	26,342			9,869			10,116
Total	$	101,723			$	27,079		$	28,304

The increase in amortization expense during the year ended August 31, 2026, was primarily a result of the purchase of Foley and CP&P as outlined further in Note 2, Acquisitions.

Estimated amortization expense for the next five years is as follows:


Year Ended August 31,	(in thousands)
2027	$	73,489
2028	49,857
2029	45,193
2030	43,821
2031	38,778

NOTE 7. LEASES

As part of the Foley Acquisition and the CP&P Acquisition, as outlined in Note 2, Acquisitions, the Company 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 CP&P Acquisition. Total operating lease assets and finance lease assets related to the precast platform were $65.3 million and $0.9 million, respectively, as of August 31, 2026. As of August 31, 2026, the Company had an additional $36.9 million of operating lease assets and $83.6 million of finance lease assets unrelated to the precast platform that were added in 2026.

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


(in thousands)	Classification in Consolidated Balance Sheets	August 31, 2026		August 31, 2025
Assets:
Operating assets	Other noncurrent assets	$	225,372			$	172,374
Finance assets	Property, plant and equipment, net	234,010			189,923
Total leased assets		$	459,382			$	362,297

Liabilities:
Operating lease liabilities:
Current	Other accrued expenses and payables	$	42,906			$	37,250
Long-term	Other noncurrent liabilities	185,377			136,629
Total operating lease liabilities		228,283			173,879
Finance lease liabilities:
Current	Current maturities of long-term debt	56,623			42,500
Long-term	Long-term debt	139,070			116,417
Total finance lease liabilities		195,693			158,917
Total lease liabilities		$	423,976			$	332,796

The components of lease cost were as follows:


	Year Ended August 31,
(in thousands)	2026		2025		2024
Operating lease expense	$	57,165			$	48,618		$	46,515
Finance lease expense:
Amortization of assets	35,481			27,966			23,825
Interest on lease liabilities	9,220			7,690			5,712
Total finance lease expense	44,701			35,656			29,537
Variable and short-term lease expense	24,309			20,901			19,481
Total lease expense	$	126,175			$	105,175		$	95,533

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


	August 31, 2026		August 31, 2025
Weighted average remaining lease term (years):
Operating leases	6.8		5.9
Finance leases	3.8		3.9

Weighted average discount rate:
Operating leases	5.263	%		5.126	%
Finance leases	5.136	%		5.263	%

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


	Year Ended August 31,
(in thousands)	2026		2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	55,711			$	48,649		$	47,508
Operating cash outflows from finance leases	9,220			7,690			5,712
Financing cash outflows from finance leases	48,971			40,567			34,508

ROU assets obtained in exchange for lease obligations:
Operating leases	$	102,176			$	38,263		$	57,746
Finance leases	84,467			59,102			79,841

Future maturities of lease liabilities at August 31, 2026 are presented in the following table:


(in thousands)	Operating Leases		Finance Leases
2027	$	53,811			$	65,173
2028	47,685			58,749
2029	38,127			44,146
2030	31,896			29,643
2031	25,887			14,812
Thereafter	77,184			2,636
Total lease payments	274,590			215,159
Less imputed interest	(46,307)			(19,466)
Present value of lease liabilities	$	228,283			$	195,693

As of August 31, 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 $4.7 million, all of which are expected to commence in 2027. These leases have noncancellable terms of 4 to 6 years.

NOTE 8. CREDIT ARRANGEMENTS

Long-term debt was as follows:


	Weighted Average Interest Rate as of August 31, 2026		Year Ended August 31,
(in thousands)		2026		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
Short-term borrowings	4.570%		8,642		—
Other	4.811%		8,819		10,108
Finance leases	5.136%		195,693		158,917
Total debt			3,408,214		1,364,085
Less unamortized debt issuance costs			(31,407)		(14,051)
Plus unamortized bond premium			4,068		4,261
Total amounts outstanding			3,380,875		1,354,295
Less current maturities of long-term debt			(67,147)		(44,289)
Long-term debt			$	3,313,728		$	1,310,006

Senior Notes

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. Net proceeds from the issuance of the 2033 Notes and the 2035 Notes were used to fund the Foley Acquisition and related fees and expenses, with any remaining proceeds available for general corporate purposes. Aggregate fees and issuance costs, including rating agency, legal and other fees, associated with the 2033 Notes and the 2035 Notes were $21.3 million for the year ended August 31, 2026. For more information on the Foley Acquisition, see Note 2, Acquisitions.

In January 2022, the Company issued $300.0 million of 4.125% Senior Notes due January 2030 (the \"2030 Notes\") and $300.0 million of 4.375% Senior Notes due March 2032 (the \"2032 Notes\"). Interest on the 2030 Notes is payable semiannually on January 15 and July 15. Interest on the 2032 Notes is payable semiannually on March 15 and September 15.

In February 2021, the Company issued $300.0 million of 3.875% Senior Notes due February 2031 (the \"2031 Notes\"). Interest on the 2031 Notes is payable semiannually on February 15 and August 15.

Series 2022 Bonds

In February 2022, the Company announced the issuance of $145.1 million in original aggregate principal amount of tax-exempt bonds (the \"Series 2022 Bonds\") by the Industrial Development Authority of the County of Maricopa (the \"MCIDA\"). The Series 2022 Bonds were priced to yield 3.5% and provided gross proceeds of $150.0 million. The proceeds were loaned to the Company pursuant to a loan agreement between the Company and the MCIDA and were used to fund a portion of the acquisition, construction and equipping of the Company’s third micro mill. The Series 2022 Bonds accrue interest at 4.0%, payable semiannually on April 15 and October 15 and have a maturity date in October 2047.

Series 2025 Bonds

In May 2025, the Company announced the issuance of $150.0 million in original aggregate principal amount of tax-exempt bonds (the \"Series 2025 Bonds\") by the WVEDA. The Series 2025 Bonds were issued at par. The proceeds of the Series 2025 Bonds were loaned to the Company pursuant to a loan agreement with the WVEDA and were used to finance a portion of the construction costs for facilities located in Berkeley County, West Virginia, the site of the Company's fourth micro mill. The

Series 2025 Bonds accrue interest at a fixed rate of 4.625%, payable semiannually on April 15 and October 15 of each year, with the first such interest payment made in October 2025. The Series 2025 Bonds have a mandatory tender for purchase on May 15, 2032, and will mature in 2055. Issuance costs of $2.9 million were recorded as a reduction of long-term debt in the consolidated balance sheet as of August 31, 2025.

Credit Facilities

On October 30, 2024, the Company entered into the First Amendment to the Sixth Amended and Restated Credit Agreement (as amended, the \"Credit Agreement\"), which, among other things, extended the maturity date of the Credit Agreement from October 26, 2027 to October 26, 2029. On December 17, 2025, the Company entered into the Third Amendment and Commitment Increase to the Credit Agreement, 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 to December 17, 2030. The maximum availability under the Revolver may be increased to $1.25 billion with bank approval. The Company had no amounts drawn under the Revolver at August 31, 2026 or 2025. The Company's obligations under the Credit Agreement are secured by its U.S.-domiciled inventory. The Credit Agreement's capacity includes a $50.0 million sub-limit for the issuance of stand-by letters of credit. Outstanding stand-by letters of credit reduced availability under the Revolver by $1.0 million at August 31, 2026 and 2025.

Under the Credit Agreement, the Company is required to comply with certain covenants, including covenants to maintain: (i) an interest coverage ratio (consolidated EBITDA to consolidated interest expense, as each is defined in the Credit Agreement) of not less than 2.50 to 1.00 and (ii) a debt to capitalization ratio (consolidated funded debt to total capitalization, as each is defined in the Credit Agreement) that does not exceed 0.60 to 1.00. Loans under the Credit Agreement bear interest based on the Eurocurrency rate, a base rate or the Secured Overnight Financing Rate (\"SOFR\"). At August 31, 2026, the Company was in compliance with all financial covenants contained in its credit arrangements. At August 31, 2026, the Company's interest coverage ratio was 8.77 to 1.00 and the Company's debt to capitalization ratio was 0.42 to 1.00.

The Company also has credit facilities in Poland, through its subsidiary, CMC Poland Sp. z.o.o. (\"CMCP\"), available to support working capital, short-term cash needs, letters of credit, financial assurance and other trade finance-related matters. At August 31, 2026 and 2025, CMCP's credit facilities totaled PLN 600.0 million, or $161.0 million and $164.5 million, respectively. The facilities have an expiration date in April 2028. There were no amounts outstanding under these facilities at August 31, 2026 or 2025. The available balance of these credit facilities was reduced by outstanding stand-by letters of credit, guarantees and/or other financial assurance instruments, which totaled $1.7 million and $2.7 million at August 31, 2026 and 2025, respectively.

The scheduled maturities of the Company's long-term debt, excluding obligations related to finance leases, are included in the table below. See Note 7, Leases, for scheduled maturities of finance leases.


Year Ended August 31,	(in thousands)
2027	$	10,524
2028	1,895
2029	1,906
2030	301,914
2031	301,221
Thereafter	2,595,061
Total long-term debt, excluding finance leases	3,212,521
Less unamortized debt issuance costs	(31,407)
Plus unamortized bond premium	4,068
Total long-term debt outstanding, excluding finance leases	$	3,185,182

The Company capitalized $23.1 million, $10.8 million and $5.4 million of interest in the cost of property, plant and equipment during 2026, 2025 and 2024, respectively. The increase in the current year relates to fixed assets at the Company's new micro mill in West Virginia.

Accounts Receivable Facility

The Company's subsidiary in Poland, CMCP, transfers trade accounts receivable to financial institutions without recourse (the \"Poland Facility\"). The Poland Facility had a limit of PLN 288.0 million as of August 31, 2026 and 2025, equivalent to $77.3

million and $78.9 million, respectively. Advances taken under the Poland Facility incur interest based on the Warsaw Interbank Offered Rate plus a margin. Receivables transferred under the Poland Facility do not qualify for sale accounting. Therefore, any advances outstanding under this program are recorded as debt on the consolidated balance sheets. The Company had outstanding payments totaling PLN 32.2 million or $8.6 million under the Poland Facility as of August 31, 2026 compared to no advanced payments outstanding as of August 31, 2025.

NOTE 9. DERIVATIVES

The Company's global operations and product lines expose it to risks from fluctuations in metal prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. One objective of the Company's risk management program is to mitigate these risks using derivative instruments. The Company enters into (i) copper futures and forward contracts to mitigate the risk of unanticipated changes in net earnings due to price volatility, (ii) foreign currency forward contracts that align with the expected settlements for purchases and sales denominated in foreign currencies and (iii) natural gas and electricity commodity derivatives to mitigate the risk related to price volatility in those markets.

The Company designates only those contracts that closely match the terms of the underlying transaction as hedges for accounting purposes. Certain foreign currency and commodity contracts were not designated as hedges for accounting purposes, although management believes these contracts are essential economic hedges.

The Company considers the total notional value of its futures and forward contracts to be the best measure of the volume of derivative transactions. At August 31, 2026 and 2025, the notional values of the Company's commodity contract commitments were $546.3 million and $453.4 million, respectively. At August 31, 2026 and 2025, the notional values of the Company's foreign currency contract commitments were $299.1 million and $279.3 million, respectively.

The following table provides information regarding the Company's commodity contract commitments as of August 31, 2026:

Commodity

Position

Total

Copper

Long

3,912

Copper

Short

10,479

Electricity

Long

2,533,000

MW(h)

Natural Gas

Long

4,662,000

MMBtu

__________________________________

MT = Metric ton

MW(h) = Megawatt hour

MMBtu = Million British thermal units

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


(in thousands)	Primary Location	August 31, 2026		August 31, 2025
Derivative assets:
Commodity	Prepaid and other current assets	$	13,960			$	14,957
Commodity	Other noncurrent assets	51,372			43,944
Foreign exchange	Prepaid and other current assets	145			4,809
Derivative liabilities:
Commodity	Other accrued expenses and payables	$	5,372			$	282
Commodity	Other noncurrent liabilities	151			—
Foreign exchange	Other accrued expenses and payables	1,247			809
Foreign exchange	Other noncurrent liabilities	—			12

The following table summarizes the effects of derivatives not designated as hedging instruments on the consolidated statements of earnings. All other activity related to these derivatives was immaterial for the periods presented.


		Year Ended August 31,
Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)	Primary Location	2026		2025		2024
Commodity	Cost of goods sold	$	(29,638)			$	1,928		$	(10,195)
Foreign exchange	SG&A expenses	(2,745)			11,865			6,974

The following table summarizes the effects of derivatives designated as cash flow hedging instruments on the consolidated statements of comprehensive income and consolidated statements of earnings. The amounts presented exclude the effects of foreign currency translation adjustments. All other activity related to these derivatives was immaterial for the periods presented.


Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Gain (Loss) Recognized in OCI, Net of Income Taxes (in thousands)		Year Ended August 31,
	2026		2025	2024
Commodity		$	19,422		$	16,926	$	(129,709)


Gain on Derivatives Designated as Cash Flow Hedging Instruments Reclassified from AOCL into Net Earnings (in thousands)				Year Ended August 31,
	Primary Location		2026		2025	2024
Commodity		Cost of goods sold		$	12,973		$	6,661	$	2,031

The Company's natural gas and electricity derivatives accounted for as cash flow hedging instruments have maturities extending to August 2029 and December 2034, respectively. As of August 31, 2026, the AOCL balance included an estimated net gain of $12.4 million from cash flow hedging instruments that is expected to be reclassified into net earnings within the twelve months following August 31, 2026. Cash flows associated with these instruments are recorded as cash flows from operating activities in the consolidated statements of cash flows. See Note 10, Fair Value, for the fair value of derivative instruments recorded in the 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. Further discussion regarding the Company's use of derivative instruments is included in Note 9, Derivatives.

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 August 31, 2026:
Assets:
Investment deposit accounts(1)	$	615,675			$	615,675		$	—	$	—
Commodity derivative assets	65,332			340			—		64,992
Foreign exchange derivative assets	145			—			145		—
Liabilities:
Commodity derivative liabilities	5,523			5,523			—		—
Foreign exchange derivative liabilities	1,247			—			1,247		—

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 the 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 at August 31, 2026 and 2025, which are applied uniformly across each of the Company's Level 3 commodity derivatives:


	Floating Rate (PLN)
Year Ended August 31,	Low	High		Average
2026	348		628		484
2025	346		563		436

Below is a reconciliation of the beginning and ending balances of the Level 3 commodity derivatives recognized in the consolidated statements of comprehensive income. 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 in 2026, 2025 and 2024.


(in thousands)	Level 3 Commodity Derivatives
Balance, September 1, 2023	$	194,425
Unrealized holding loss before reclassification(1)	(148,533)
Reclassification for gain included in net earnings(2)	(7,863)
Balance at August 31, 2024	38,029
Unrealized holding gain before reclassification(1)	24,721
Reclassification for gain included in net earnings(2)	(9,307)
Balance at August 31, 2025	53,443
Unrealized holding gain before reclassification(1)	24,435
Reclassification for gain included in net earnings(2)	(12,886)
Balance at August 31, 2026	$	64,992

__________________________________

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

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

There were no material nonrecurring fair value remeasurements in 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 and $3.1 billion, respectively, at August 31, 2026, and $1.2 billion and $1.1 billion, respectively, at 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 are subject to variable interest rates, so their carrying values approximate fair values.

NOTE 11. INCOME TAX

The components of earnings before income taxes were as follows:


	Year Ended August 31,
(in thousands)	2026		2025		2024
United States	$	682,285			$	61,897		$	631,592
Foreign	28,726			45,648			4,079
Total	$	711,011			$	107,545		$	635,671

The income taxes included in the consolidated statements of earnings were as follows:


	Year Ended August 31,
(in thousands)	2026		2025		2024
Current:
United States	$	(131,787)			$	83,897		$	143,462
Foreign	5,623			8,371			163
State and local	21,295			20,669			18,035
Current taxes	(104,869)			112,937			161,660
Deferred:
United States	152,389			(76,005)			(8,075)
Foreign	3,666			1,126			(7,684)
State and local	3,976			(15,175)			4,279
Deferred taxes	160,031			(90,054)			(11,480)
Total income taxes	$	55,162			$	22,883		$	150,180

A reconciliation of the federal statutory rate to the Company's effective income tax rate, including material items impacting the

effective income tax rate, is presented below:


	Year Ended August 31, 2026
(in thousands)	Amount		Percent
U.S. federal statutory income tax rate	$	149,312			21.0	%
State and local income tax, net of federal income tax(1)	19,964			2.8
Federal:
Tax credits
Energy tax credits - 48C advanced energy project credit	(145,355)			(20.4)
Other tax credits	(264)			—
Nontaxable or non-deductible items:
Non-deductible compensation	3,579			0.4
Nontaxable gain	(2,371)			(0.3)
Other non-deductible items	2,968			0.4
Effect of cross-border tax laws	1,842			0.3
Changes in unrecognized tax benefits	(10,914)			(1.5)
Foreign tax effects:
Other foreign jurisdictions	2,020			0.3
Other:
IRC Section 50(c)(1) - basis adjustment	30,525			4.3
Withholding tax	931			0.1
Other miscellaneous	2,925			0.4
Total	$	55,162			7.8	%

__________________________________

(1) State and local taxes in California, Illinois, Florida, Texas, New Jersey, Alabama, and Louisiana made up the majority of the effect in this category (greater than 50 percent).


	Year Ended August 31,
(in thousands)	2025		2024
Income tax expense at statutory rate	$	22,584		$	133,491
State and local taxes(1)	4,341		17,629
Research and development credit(1)	(7,255)		(1,151)
Foreign rate differential	(1,344)		513
Interest expense related to uncertain tax positions	1,314		2,154
Non-deductible compensation	1,300		1,651
Nontaxable gain	(2,131)		(1,786)
TCJA - Toll charge and related foreign tax credits	(2,766)		—
Other	6,840		(2,321)
Income tax expense	$	22,883		$	150,180
Effective income tax rate	21.3	%		23.6	%

__________________________________

(1) 2025 and 2024 include impacts of uncertain tax positions.

The Company plans to repatriate the current and future earnings from the Europe Steel Group segment and from certain immaterial foreign jurisdictions in the Construction Solutions Group segment and has recorded an immaterial amount of tax expense related to such earnings. The Company considers the undistributed earnings of the Europe Steel Group segment prior to August 31, 2019 and all other undistributed earnings of the Construction Solutions Group segment to be indefinitely reinvested and has not recorded deferred tax liabilities on such earnings.

Cash paid for income taxes, net of refunds received, by jurisdiction for the year ended August 31, 2026 is as follows:


	Year Ended August 31,
(in thousands)	2026
Federal	$	8,937
State
California	5,063
Florida	2,231
Georgia	2,470
Illinois	2,320
New Jersey	2,780
Pennsylvania	2,998
Other States	11,209
Foreign
Poland	3,619
Other foreign jurisdictions	1,328
Cash paid for income taxes, net of refunds received	$	42,955

The income tax effects of significant temporary differences giving rise to deferred tax assets and liabilities were as follows:


	August 31,
(in thousands)	2026		2025
Deferred tax assets:
Net operating losses and credits	$	268,647			$	273,140
Capitalized research and development	26,823			53,651
ROU operating lease liabilities	54,276			41,352
Deferred compensation and employee benefits	37,521			33,905
Reserves and other accrued expenses	8,811			11,924
Litigation-related reserve	91,718			88,756
Other	12,351			7,300
Total deferred tax assets	500,147			510,028
Valuation allowance for deferred tax assets	(251,640)			(253,196)
Deferred tax assets, net	248,507			256,832
Deferred tax liabilities:
Property, plant and equipment	(490,361)			(335,705)
Intangibles and goodwill	(44,901)			(44,696)
ROU operating lease assets	(53,491)			(40,922)
Derivatives	(10,913)			(11,889)
Other	(2,325)			(1,097)
Total deferred tax liabilities	(601,991)			(434,309)
Net deferred tax liabilities	$	(353,484)			$	(177,477)

Net operating losses giving rise to deferred tax assets consist of $313.7 million of state net operating losses and $899.3 million of foreign net operating losses that expire in varying amounts beginning in 2027 (with certain amounts having indefinite carryforward periods). These assets will be reduced as income tax expense is recognized in future periods.

The Company maintains a valuation allowance to reduce certain deferred tax assets to amounts that are more likely than not to be realized. The Company's valuation allowances primarily relate to net operating loss and credit carryforwards in certain state and foreign jurisdictions for which utilization is uncertain.

A reconciliation of the beginning and ending amounts of unrecognized income tax benefits is presented below:


(in thousands)	2026		2025		2024
Balance at September 1,	$	44,235			$	45,721		$	44,165

Change for tax positions of current year	—			—			—
Change for tax positions of prior years	—			8,000			1,556
Reductions due to lapse of statute of limitations	(9,814)			(9,486)			—
Balance at August 31,(1)	$	34,421			$	44,235		$	45,721

__________________________________

(1) The full balance of unrecognized income tax benefits in each year, if recognized, would have impacted the Company’s effective income tax rate at the end of each respective year.

At August 31, 2026 and 2025, the Company had accrued interest and penalties related to uncertain tax positions of $4.4 million and $5.8 million, respectively.

During 2027, the Company anticipates the statute of limitations relating to positions of the Company in prior year income tax returns may lapse. As a result, it is reasonably possible that the amount of unrecognized tax benefits may decrease by $9.5 million.

The Company files income tax returns in the U.S. and multiple foreign jurisdictions with varying statutes of limitations. In the normal course of business, the Company and its subsidiaries are subject to examination by various taxing authorities. A summary of fiscal years open to examination is presented below.

U.S. Federal — 2023 and forward

U.S. States — 2022 and forward

Foreign — 2021 and forward

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 elected 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 2026 tax return and has included the estimated impact in the financial statements beginning in 2026. Based on qualifying assets placed in service during the year ended August 31, 2026, the Company recognized an estimated gross federal tax credit of approximately $145.4 million. The recognition of the credit was partially offset by approximately $30.5 million of income tax expense associated with the reduction in the tax basis of qualifying property required by Section 50(c)(1) of the Internal Revenue Code. No corresponding impact was recognized in prior periods.

One Big Beautiful Bill Act

Income Tax Examination

The Company is subject to examination of certain income tax returns by the Internal Revenue Service (\"IRS\"). On March 3, 2026, the IRS notified the Company that the fiscal 2024 federal income tax return had been selected for examination. The audit commenced in May 2026. As of August 31, 2026, there were no known or estimable adjustments to the year's taxable income outside of positions previously reserved. As such, no additional reserves were recorded. The Company will continue to evaluate developments in the examination and adjust its reserves, if necessary, as additional information becomes available.

NOTE 12. STOCK-BASED COMPENSATION PLANS

The Company's stock-based compensation plans provide for the issuance of incentive and nonqualified stock options, restricted stock awards and performance-based awards. The Compensation Committee of the Board (the \"Compensation Committee\") approves all awards granted under the Company's stock-based compensation plans. Stock-based compensation expense for 2026, 2025 and 2024 of $43.9 million, $37.1 million and $45.1 million, respectively, was primarily included in SG&A expenses on the consolidated statements of earnings. Total tax benefits recognized in the consolidated statements of earnings related to stock-based compensation expense were $3.4 million, $7.9 million and $10.6 million for the years ended August 31, 2026, 2025 and 2024, respectively. As of August 31, 2026, total unrecognized compensation cost related to unvested stock-based compensation arrangements was $24.9 million, which is expected to be recognized over a weighted average period of 1.01 years.

Restricted Stock Units

Restricted stock units issued under the Company's stock-based compensation plans may not be sold, transferred, pledged or assigned until service-based restrictions lapse. The restricted stock units generally vest and are converted to shares of the Company's common stock in three equal installments on each of the first three anniversaries of the date of grant. Generally, upon termination of employment, restricted stock units that have not vested are forfeited. Other than awards granted to certain executives, which continue to vest following qualifying retirement, a pro-rata portion of the unvested awards will vest and become payable upon death, disability or qualifying retirement.

The estimated fair value of the restricted stock units is based on the closing price of the Company's common stock on the date of grant, discounted for the expected dividend yield through the vesting period. Compensation cost related to the restricted stock units is recognized ratably over the service period and is recorded in equity on the consolidated balance sheets.

Performance Stock Units

Performance stock units issued under the Company's stock-based compensation plans may not be sold, transferred, pledged or assigned until service-based restrictions lapse and any performance objectives have been attained as established by the Compensation Committee. Performance stock units have a three-year performance period that includes the year in which the awards were granted and the succeeding two years (the \"performance period\"). Recipients of these awards generally must be actively employed by and providing services to the Company on the last day of the performance period in order to receive an award payout. Performance stock units that have not vested are generally forfeited upon termination of employment. Other than awards granted to certain executives, which continue to vest following qualifying retirement, a pro-rata portion of the performance stock units vests and becomes payable at the end of the performance period upon death, disability or qualifying retirement.

Compensation cost for performance stock units is accrued based on the probable outcome of specified performance conditions, net of estimated forfeitures. The Company accrues compensation cost if it is probable that the performance conditions will be met. The Company reassesses the probability of meeting the specified performance conditions at the end of each reporting period and adjusts compensation cost, as necessary, based on the probability of achieving those conditions. If they are not met at the end of the performance period, the Company reverses the related compensation cost.

Performance stock units awarded are settled in shares of the Company's common stock. Award payouts range from a threshold of 50% to a maximum of 200% for each portion of the target awards. The fair value of these performance stock units is measured each reporting period and is recognized ratably over the performance period.

Performance targets established by the Compensation Committee for performance stock units granted prior to 2026 were weighted 75% based on the Company's cumulative EBITDA targets and positive return on invested capital during the performance period, as approved by the Board in the respective year's business plan, and 25% based on a three-year relative total stockholder return metric. Beginning in 2026, the performance targets established by the Compensation Committee for performance stock units were weighted 50% based on the Company's cumulative EBITDA targets, and 50% based on the three-year relative total stockholder return metric. EBITDA, as used in this context, reflects the definition approved by the Compensation Committee of the Board of Directors in the respective year’s business plan for compensation purposes and may differ from the Company’s adjusted EBITDA disclosed elsewhere in this Annual Report.

The performance stock units associated with the Company's cumulative EBITDA targets and positive return on invested capital were classified as liability awards on the date of grant and are included in other accrued expenses and payables on the consolidated balance sheets until the start of the third year within the performance period. Upon entering the third year within

the performance period when the final EBITDA target is set, the liability awards are reclassified as equity awards. The performance stock units associated with the total stockholder return metric were included in equity on the consolidated balance sheets on the date of grant and measured at fair value using the Monte Carlo pricing model.

The following table summarizes the total liability awards and equity awards granted:


	Restricted Stock Awards/Units	Performance Awards
2024 grants	524,943		244,931
2025 grants	521,295		226,405
2026 grants	527,702		215,595

As of August 31, 2026, the Company had 2,256,311 shares of common stock available for future grants under its long-term equity incentive plan.

Information for restricted stock units and performance stock units accounted for as equity awards is presented below:


	Number	Weighted Average Fair Value
Outstanding as of August 31, 2023	1,777,591		$	37.01
Granted(1)	1,084,719		47.73
Vested	(1,256,412)		38.03
Forfeited	(57,312)		41.95
Outstanding as of August 31, 2024	1,548,586		43.52
Granted(1)	1,060,413		48.13
Vested	(1,132,335)		39.05
Forfeited	(107,459)		48.72
Outstanding as of August 31, 2025	1,369,205		50.37
Granted(1)	774,038		63.88
Vested	(772,192)		48.41
Forfeited	(84,592)		58.30
Outstanding as of August 31, 2026	1,286,459		$	59.16

_______________________________

(1) Includes grants related to (i) all restricted stock units accounted for as equity awards, (ii) performance stock units accounted for as equity awards on the date of grant and (iii) performance stock units reclassified from liability awards to equity awards in the applicable year, which is the third year of the respective performance period for such performance stock units.

The total fair value of shares vested during 2026, 2025 and 2024 was $37.4 million, $44.2 million and $47.8 million, respectively.

The Company granted 107,771 and 172,992 equivalent shares of restricted stock units and performance stock units accounted for as liability awards during 2026 and 2025, respectively. As of August 31, 2026, the Company had 256,100 equivalent shares of awards outstanding and expects 248,367 equivalent shares to vest.

Employee Stock Purchase Plan

Almost all U.S. resident employees may participate in the Company's employee stock purchase plan. In 2024, each eligible employee could purchase up to 500 shares annually. In 2025 and 2026, each eligible employee could purchase shares equal to up to 15% of their annual compensation, not to exceed the IRS allowable limit. The Board established a 15% purchase discount based on market prices on specified dates for 2026, 2025 and 2024. Yearly activity of the stock purchase plan is presented below:


	Year Ended August 31,
	2026		2025		2024
Shares subscribed	234,157			235,065			259,500
Price per share	$	59.64			$	42.97		$	42.16
Shares purchased	181,129			222,154			238,850
Price per share	$	41.05			$	42.23		$	41.31
Shares available for future issuance	1,033,871

NOTE 13. EMPLOYEES' RETIREMENT PLANS

Substantially all employees in the U.S. are covered by a defined contribution 401(k) retirement plan. The tax-qualified defined contribution plan is maintained, and contributions are made, in accordance with the Employee Retirement Income Security Act of 1974, as amended (\"ERISA\"). The Company also provides certain eligible executives benefits pursuant to its Benefit Restoration Plan (\"BRP\") equal to amounts that would have been available under the tax qualified ERISA plan but were subject to the limitations of ERISA, tax laws and regulations. Company expenses for these plans, a portion of which are discretionary, totaled $55.0 million, $46.6 million and $46.9 million for 2026, 2025 and 2024, respectively, of which $31.9 million, $28.3 million and $27.7 million were recorded in cost of goods sold and the remainder was recorded in SG&A expenses in the consolidated statements of earnings.

The deferred compensation liability under the BRP was $44.2 million and $43.4 million at August 31, 2026 and 2025, respectively, of which $39.1 million and $38.0 million, respectively, was included in other noncurrent liabilities, and the remainder was included in other accrued expenses and payables on the consolidated balance sheets. Though under no obligation to fund the BRP, the Company has segregated assets in a trust with a value of $64.7 million and $67.5 million at August 31, 2026 and 2025, respectively, and such assets were included in other noncurrent assets on the consolidated balance sheets. The net holding gain on these segregated assets was $11.3 million, $10.1 million and $8.5 million in 2026, 2025 and 2024, respectively, and was included in net sales in the consolidated statements of earnings.

U.K. Pension Plan

In 2022, the Company acquired a partially funded defined benefit pension plan in the United Kingdom (the \"U.K.\") (the \"U.K. Pension Plan\"). The U.K. Pension Plan provides retirement benefit payments for participating retired employees and their spouses, and was closed to new participants prior to the acquisition. The Company’s funding policy for the U.K. Pension Plan is to contribute annually the amount necessary to provide for benefits based on accrued service and meet the minimum contributions required by applicable regulations.

The following tables present a reconciliation of the beginning and ending balances of the pension benefit obligation and the fair value of plan assets resulting from the U.K. Pension Plan and the related amounts recognized in the consolidated balance sheets as of August 31, 2026 and 2025:


	U.K. Pension Plan
(in thousands)	2026		2025
Benefit obligation at beginning of year	$	47,192			$	53,192
Interest cost	2,669			2,539
Actuarial gain	(1,112)			(6,613)
Benefits paid	(3,421)			(3,195)
Foreign currency translation	138			1,269
Benefit obligation at end of year	$	45,466			$	47,192

Fair value of plan assets at beginning of year	$	46,730			$	51,415
Actual (loss) return on plan assets	1,257			(3,096)
Employer contributions	326			342
Benefits paid	(3,421)			(3,195)
Foreign currency translation	126			1,264
Fair value of plan assets at end of year	$	45,018			$	46,730
Funded status at end of year liability recognized in the consolidated balance sheets as of August 31,	$	(448)			$	(462)

Amounts recognized in AOCL as of August 31,
Net actuarial loss	$	12,766			$	13,711

Weighted average assumptions used to determine benefit obligations are detailed below:


	U.K. Pension Plan
	2026		2025
Effective discount rate for benefit obligations	6.4	%		5.9	%

The pension accumulated benefit obligation represents the actuarial present value of benefits based on employee service and compensation as of the measurement date and does not include an assumption about future compensation levels.

Net periodic benefit cost is recorded in SG&A expenses within the consolidated statements of earnings. Components of net periodic benefit cost and other supplemental information are detailed below:


	U.K. Pension Plan
	Year Ended August 31,
(in thousands)	2026		2025		2024
Interest cost	$	2,669			$	2,539		$	2,615
Expected return on plan assets	(1,950)			(1,895)			(2,065)
Amortization of unrecognized net actuarial loss	535			648			622
Total net periodic benefit cost	$	1,254			$	1,292		$	1,172

Other changes in plan assets and benefit obligations recognized in OCI
Net actuarial gain arising during measurement period	$	(945)			$	(2,270)		$	(496)

Weighted average assumptions used to determine net periodic benefit gains are detailed below:


	U.K. Pension Plan
	2026		2025		2024
Effective rate for interest on benefit obligations	5.9	%		5.0	%	5.3	%
Expected long-term rate of return	5.4	%		4.7	%	5.0	%

The Company determines the discount rates used to measure liabilities as of the August 31 measurement date, which is also the date used for the related annual measurement assumptions. The discount rates reflect the current rate at which the associated liabilities could be effectively settled at the end of the year. For the U.K. Pension Plan, the Company sets its discount rate by reference to a corporate bond yield curve derived from AA rated U.K. corporate bonds. The single equivalent discount rate is equivalent to applying the full yield curve approach to each future year's projected benefit cash flow.

The expected return assumptions are based on the strategic asset allocation of each plan and long-term capital market return expectations. For the U.K. Pension Plan, the interest cost calculation is determined by applying the single equivalent discount rate to the discounted value of the year-by-year projected benefit payments. The single equivalent discount rate does not affect the measurement of the total benefit obligation.

The Company plans to make immaterial contributions to the U.K. Pension Plan in 2027. Future contributions will depend on market conditions, interest rates and other factors.

Plan Assets

Plan assets consist primarily of public equity, corporate and government bonds. The principal investment objectives are to achieve, over the long term, a return on the plan assets that is consistent with the assumptions made by the plan actuaries in determining the funding of the plans, to ensure that sufficient liquid assets are available to meet benefit payments as they are due and to consider the interest of the Company in relation to the size and volatility of the Company's contribution requirements. Each asset class has broadly diversified characteristics. Asset and benefit obligation forecasting studies are conducted periodically, generally every two to three years, or when significant changes have occurred in market conditions, benefits, participant demographics or funded status.

The U.K. Pension Plan's weighted average target allocation ranges and actual allocations as a percentage of plan assets, including the notional exposure of future contracts by asset categories, are detailed below:


	Pension Assets
	Target Percent		2026	2025
Fixed income securities	95.0%	to	100%	98.1%	98.9%
Cash and other	—	to	5.0	1.9	1.1
Total				100%	100%

Investment Valuation

Investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability at the measurement date. Fixed income securities are valued at the yields currently available on comparable securities of issuers with similar credit ratings. Purchases and sales of securities are recorded as of the trade date. Realized gains and losses on sales of securities are determined based on average cost. Interest income is recognized on the accrual basis. Dividend income is recognized on the ex-dividend date. Non-interest-bearing cash is valued at cost, which approximates fair value.

Fair Value Measurements

The following table presents the fair value of the plan assets by asset class for the U.K. Pension Plan as of August 31, 2026 and 2025. Level 1 assets consist of cash and cash equivalents. Level 2 assets include funds invested in bonds and fixed income securities. The Company had no level 3 assets as part of its U.K. Pension Plan as of August 31, 2026 or 2025.


			Fair Value at Measurement Date Using
(in thousands)	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of August 31, 2026:
Fixed income securities	$	44,168			$	—		$	44,168	$	—
Cash	850			850			—		—
Fair value of U.K. Pension Plan assets	$	45,018

As of August 31, 2025:
Fixed income securities	$	46,201			$	—		$	46,201	$	—
Cash and other	529			529			—		—
Fair value of U.K. Pension Plan assets	$	46,730

Future Pension Benefit Payments

The following table provides the estimated aggregate pension benefit payments that are payable from the U.K. Pension Plan to participants in future years:


(in thousands)	U.K. Pension Plan
2027	$	3,542
2028	3,632
2029	3,726
2030	3,821
2031	3,918
2032 through 2036	21,147

NOTE 14. CAPITAL STOCK

Treasury Stock

The Company has a share repurchase program with authorized capacity of $702.1 million at August 31, 2026. 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. During 2026, 2025 and 2024, the Company repurchased 1,579,042, 3,913,560 and 3,499,225 shares of CMC common stock, respectively, at average purchase prices of $65.11, $50.80 and $52.28 per share, respectively.

Preferred Stock

The Company has 2,000,000 shares of preferred stock, par value of $1.00 per share, authorized. The Company may issue preferred stock in series, and the shares of each series may have such rights and preferences as determined by the Board when authorizing the issuance of that particular series. There are no shares of preferred stock outstanding.

NOTE 15. EARNINGS PER SHARE

Basic earnings per share (\"EPS\") is computed using the weighted average shares of common stock outstanding during the period. Restricted stock is included in the number of shares of common stock issued and outstanding, but excluded from the basic EPS calculation until the shares vest. Diluted EPS is computed based on the weighted average shares of common stock and the effect of dilutive securities outstanding during the period using the treasury stock method. The effect of dilutive securities includes the impact of outstanding stock-based incentive awards and shares purchased by employees through participation in the Company's employee stock purchase plan.

The calculations of basic and diluted EPS were as follows:


	Year Ended August 31,
(in thousands, except share and per share data)	2026		2025		2024
Net earnings	$	655,849			$	84,662		$	485,491

Average basic shares outstanding	110,857,469			112,994,381			115,844,977
Effect of dilutive securities	1,007,398			1,092,369			1,307,575
Average diluted shares outstanding	111,864,867			114,086,750			117,152,552

Earnings per share:
Basic	$	5.92			$	0.75		$	4.19
Diluted	5.86			0.74			4.14

Anti-dilutive shares not included in the table above were immaterial for all periods presented.

NOTE 16. 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, including by filing an appeal with the U.S. Court of Appeals for the Ninth Circuit within the statutory period. In the meantime, 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 consolidated financial statements. In the year ended August 31, 2025, the Company reported $362.3 million of litigation expense in the consolidated statement of earnings, 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 for the period. In the year ended August 31, 2026, the Company reported $15.4 million of litigation expense in the consolidated statement of earnings, which amount primarily represents the Company's estimate of post-judgment interest on the PSG judgment for the period. These amounts were classified as current liabilities in the consolidated balance sheets as of August 31, 2026 because the timing of the potential payment is uncertain. All other legal expenses for the year ended August 31, 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. 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 and financial condition.

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 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, 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 Annual Report, 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 August 31, 2026 and 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 $3.7 million and $3.4 million at August 31, 2026 and 2025, respectively, of which $2.2 million and $1.9 million were classified as other noncurrent liabilities at August 31, 2026 and 2025, respectively. These amounts have not been discounted to present value. Due to evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors, amounts accrued could vary significantly from amounts paid.

NOTE 17. OTHER ACCRUED EXPENSES AND PAYABLES

Significant other accrued expenses and payables are presented below:


	Year Ended August 31,
(in thousands)	2026		2025
Salaries and incentive compensation	$	232,759			$	150,893
Workers' compensation and general liability insurance	80,142			78,530
Taxes other than income taxes	56,418			48,705
Interest	42,732			12,556
Utilities	24,165			21,394

NOTE 18. 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 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 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, 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 BRP assets and short-term investments, expenses of the Company's corporate headquarters and functions, litigation-related expenses,

transaction expenses, interest expense related to long-term debt and intercompany eliminations. Certain corporate administrative expenses are allocated to the segments based upon the nature of the expense.

The following tables present net sales and the significant expense categories that are included in adjusted EBITDA and regularly provided to the Company's CODM:


	Year Ended August 31, 2026
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Total
Net sales to external customers	$	6,998,164			$	1,338,651			$	1,020,121	$	9,356,936
Intersegment net sales	84,973			37,966			3,652			126,591
	$	7,083,137			$	1,376,617			$	1,023,773	$	9,483,527
Reconciliation of net sales
Corporate and Other, excluding eliminations							36,968
Eliminations							(126,591)
Total consolidated net sales							$	9,393,904
Less:
Cost of goods sold	5,817,405			985,468			968,993
Selling, general and administrative expenses	349,677			238,448			31,663
Add:
Depreciation and amortization(1)	210,614			139,419			36,631
Asset impairments(1)	—			17			4
Unrealized loss on undesignated commodity hedges(1)	7,871			—			—
Adjusted EBITDA reportable segments	$	1,134,540			$	292,137			$	59,752	$	1,486,429
Reconciliation of profit or loss
Interest expense							143,337
Depreciation and amortization							395,921
Asset impairments							21
Unrealized loss on undesignated commodity hedges							7,871
Corporate and Other expenses							228,268
Earnings before income taxes							$	711,011

Capital expenditures	$	458,052			$	70,706			$	43,574
Assets	4,885,782			3,488,309			770,722

__________________________________

(1) Depreciation and amortization, asset impairments 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.


	Year Ended August 31, 2025
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Total
Net sales to external customers	$	6,083,849			$	747,486			$	918,320	$	7,749,655
Intersegment net sales	66,953			58,596			2,839			128,388
	$	6,150,802			$	806,082			$	921,159	$	7,878,043
Reconciliation of net sales
Corporate and Other, excluding eliminations							48,825
Eliminations							(128,388)
Total consolidated net sales							$	7,798,480
Less:
Cost of goods sold	5,286,310			547,607			859,269
Selling, general and administrative expenses	316,900			168,718			27,358
Add:
Depreciation and amortization(1)	197,314			43,744			34,746
Asset impairments(1)	383			4,220			4
Unrealized gain on undesignated commodity hedges(1)	(2,804)			—			—
Adjusted EBITDA reportable segments	$	742,485			$	137,721			$	69,282	$	949,488
Reconciliation of profit or loss
Interest expense							45,498
Depreciation and amortization							285,877
Asset impairments							4,607
Unrealized gain loss on undesignated commodity hedges							(2,804)
Corporate and Other expenses							508,765
Earnings before income taxes							$	107,545

Capital expenditures	$	323,517			$	38,315			$	33,613
Assets	4,306,295			883,232			750,370

__________________________________

(1) Depreciation and amortization, asset impairments 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.


	Year Ended August 31, 2024
(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Total
Net sales to external customers	$	6,309,730			$	717,397			$	848,566	$	7,875,693
Intersegment net sales	73,376			33,357			3,044			109,777
	$	6,383,106			$	750,754			$	851,610	$	7,985,470
Reconciliation of net sales
Corporate and Other, excluding eliminations							50,279
Eliminations							(109,777)
Total consolidated net sales							$	7,925,972
Less:
Cost of goods sold	$	5,319,787			$	512,883			$	839,872
Selling, general and administrative expenses	316,224			152,286			23,448
Add:
Depreciation and amortization(1)	192,697			43,945			34,077
Asset impairments(1)	6,558			—			150
Unrealized gain on undesignated commodity hedges(1)	(1,962)			—			—
Adjusted EBITDA reportable segments	$	944,388			$	129,530			$	22,517	$	1,096,435
Reconciliation of profit or loss
Interest expense							47,893
Depreciation and amortization							280,367
Asset impairments							6,708
Unrealized gain on undesignated commodity hedges							(1,962)
Corporate and Other expenses							127,758
Earnings before income taxes							$	635,671

Capital expenditures	$	250,599			$	20,479			$	44,726
Assets	4,219,603			861,025			677,697

__________________________________

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


	Year Ended August 31, 2026
(in thousands)	Reportable Segments Total		Corporate and Other		Consolidated Total
Depreciation and amortization	$	386,664			$	9,257		$	395,921
Capital expenditures	572,332			7,512			579,844
Assets	9,144,813			1,113,084			10,257,897


	Year Ended August 31, 2025
(in thousands)	Reportable Segments Total		Corporate and Other		Consolidated Total
Depreciation and amortization	$	275,804			$	10,073		$	285,877
Capital expenditures	395,445			7,376			402,821
Assets	5,939,897			1,231,937			7,171,834


	Year Ended August 31, 2024
(in thousands)	Reportable Segments Total		Corporate and Other		Consolidated Total
Depreciation and amortization	$	270,719			$	9,648		$	280,367
Capital expenditures	315,804			8,467			324,271
Assets	5,758,325			1,059,514			6,817,839

The following tables display net sales to external customers by reportable segment and Corporate and Other, disaggregated by major product:


	Year Ended August 31, 2026
(in thousands)	North America Steel Group		Construction Solutions		Europe Steel Group		Corporate and Other	Total
Major product:
Raw materials	$	1,658,409			$	—		$	27,589		$	—	$	1,685,998
Steel products	2,917,875			—			815,342		—		3,733,217
Downstream products	2,188,632			161,450		129,915		—		2,479,997
Precast products	—			501,639			—		—		501,639
Construction products	—			337,425		—		—		337,425
Ground stabilization solutions	—			305,820		—		—		305,820
Other	233,248			32,317		47,275		36,968		349,808
Net sales to external customers	6,998,164			1,338,651			1,020,121		36,968		9,393,904
Intersegment net sales, eliminated in consolidation	84,973			37,966			3,652		(126,591)		—
Net sales	$	7,083,137			$	1,376,617		$	1,023,773		$	(89,623)	$	9,393,904


	Year Ended August 31, 2025
(in thousands)	North America Steel Group		Construction Solutions		Europe Steel Group		Corporate and Other	Total
Major product:
Raw materials	$	1,305,753			$	—		$	22,859	$	—	$	1,328,612
Steel products	2,564,107			—			727,372		—	3,291,479
Downstream products	1,993,761			163,409			129,841		—	2,287,011
Construction products	—			304,130			—		—	304,130
Ground stabilization solutions	—			261,738			—		—	261,738
Other	220,228			18,209			38,248		48,825	325,510
Net sales to external customers	6,083,849			747,486			918,320		48,825	7,798,480
Intersegment net sales, eliminated in consolidation	66,953			58,596			2,839		(128,388)	—
Net sales	$	6,150,802			$	806,082		$	921,159	$	(79,563)	$	7,798,480


	Year Ended August 31, 2024
(in thousands)	North America Steel Group		Construction Solutions		Europe Steel Group		Corporate and Other	Total
Major product:
Raw materials	$	1,311,995			$	—		$	17,943	$	—	$	1,329,938
Steel products	2,564,472			—			672,886		—	3,237,358
Downstream products	2,217,621			157,644			121,431		—	2,496,696
Construction products	—			290,304			—		—	290,304
Ground stabilization solutions	—			250,941			—		—	250,941
Other	215,642			18,508			36,306		50,279	320,735
Net sales to external customers	6,309,730			717,397			848,566		50,279	7,925,972
Intersegment net sales, eliminated in consolidation	73,376			33,357			3,044		(109,777)	—
Net sales	$	6,383,106			$	750,754		$	851,610	$	(59,498)	$	7,925,972

The Company allocates net sales to external customers based on the location of the customer. The following table presents net sales by geographic area of the Company's customers:


	Year Ended August 31,
(in thousands)	2026		2025		2024
Geographic area:
United States	$	7,613,968			$	6,216,096		$	6,465,388
Poland	678,924			617,623			583,320
Other	1,101,012			964,761			877,264
Net sales	$	9,393,904			$	7,798,480		$	7,925,972

100

The following table presents long-lived assets, net of accumulated depreciation and amortization, by geographic area:


	August 31,
(in thousands)	2026		2025		2024
Geographic area:
United States	$	3,428,151			$	2,650,327		$	2,499,949
Poland	254,730			256,248			236,326
Other	36,471			37,780			43,026
Total long-lived assets, net	$	3,719,352			$	2,944,355		$	2,779,301

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act as of the end of the period covered by this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of August 31, 2026.

Management's Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate over time.

Management, including our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of August 31, 2026 based on the guidelines established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\"COSO\"). Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of August 31, 2026.

In December 2025, we completed the Foley Acquisition and the CP&P Acquisition. Net sales attributable to Foley and CP&P each represented approximately 3% of the Company's net sales during 2026, and Foley assets and CP&P assets represented approximately 3% and 2%, respectively, of total assets as of August 31, 2026. We are currently integrating Foley and CP&P into our operations and internal control processes.

Pursuant to the Securities and Exchange Commission's guidance that an assessment of an acquired business may be omitted from the scope of an assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition, we excluded Foley and CP&P from the scope of our assessment of our internal control over financial reporting as of August 31, 2026.

CMC's internal control over financial reporting as of August 31, 2026 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report included in Part II, Item 8 of this Annual Report.

101

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 August 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

During the three months ended August 31, 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.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

102

PART III

We will file a definitive proxy statement for our 2027 annual meeting of stockholders (such proxy statement, the \"2027 Proxy Statement\") with the SEC, pursuant to Regulation 14A of the Exchange Act, not later than 120 days after the end of the fiscal year covered by this Annual Report. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the 2027 Proxy Statement that specifically address the items set forth herein are incorporated by reference.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required in response to this Item 10 with regard to directors is incorporated herein by reference to the 2027 Proxy Statement. Information regarding the Company's executive officers is set forth under the caption \"Information About Our Executive Officers\" in Part I, Item 1, Business of this Annual Report and incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required in response to this Item 11 is incorporated herein by reference to the 2027 Proxy Statement, except for the information required by Item 402(v) of Regulation S-K, which is specifically not incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required in response to this Item 12 is incorporated herein by reference to the 2027 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required in response to this Item 13 is incorporated herein by reference to the 2027 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required in response to this Item 14 about our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34), is incorporated herein by reference to the 2027 Proxy Statement.

103

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) The following documents are filed as a part of this Annual Report:

1. All financial statements are included in Item 8 above.

2. Financial statement schedule: The following financial statement schedule is attached to this Annual Report.

Schedule II — Valuation and Qualifying Accounts

All other financial statement schedules have been omitted because they are not applicable, they are not required or the required information is shown in the financial statements or notes thereto.

3. 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.


EXHIBIT
NO.		DESCRIPTION
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 for the fiscal year ended August 31, 202 5 , and incor porated 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, L.P., 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(i)(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(i)(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(i)(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(i)(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(i)(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(i)(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(ii)		Amended and Restated Bylaws (filed as Exhibit 3.1 to Commercial Metals Company's Current Report on Form 8-K dated June 21, 2022 and incorporated herein by reference).

4(i)(a)		Indenture, dated May 6, 2013, by and between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Company's Registration Statement on Form S-3 filed May 6, 2013 and incorporated herein by reference).

104


4(i)(b)		Fourth Supplemental Indenture, dated February 2, 2021, by and among Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Company's Current Report on Form 8-K dated February 2, 2021 and incorporated herein by reference).

4(i)(c)		Form of 3.875% Senior Notes due 2031 (filed as Exhibit 4.2 to Commercial Metals Company's Current Report on Form 8-K dated February 2, 2021 and incorporated herein by reference).

4(i)(d)		Fifth Supplemental Indenture, dated January 28, 2022, by and between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Company’s Current Report on Form 8-K dated January 28, 2022 and incorporated herein by reference).

4(i)(e)		Form of 4.125% Senior Notes due 2030 (filed as Exhibit 4.3 to Commercial Metals Company’s Current Report on Form 8-K dated January 28, 2022 and incorporated herein by reference).

4(i)(f)		Sixth Supplemental Indenture, dated January 28, 2022, by and between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to Commercial Metals Company’s Current Report on Form 8-K dated January 28, 2022 and incorporated herein by reference).

4(i)(g)		Form of 4.375% Senior Notes due 2032 (filed as Exhibit 4.4 to Commercial Metals Company’s Current Report on Form 8-K dated January 28, 2022 and incorporated herein by reference).

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

4(i)(i)		Form of 5.750% Senior Notes due 2033 (filed as Exhibit 4.3 to Commercial Metals Company’s Current Report on Form 8-K dated November 26, 2025 and incorporated herein by reference).

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

4(i)(k)		Form of 6.000% Senior Notes due 2035 (filed as Exhibit 4.4 to Commercial Metals Company’s Current Report on Form 8-K dated November 26, 2025 and incorporated herein by reference).

4(ii)(a)		Description of Commercial Metals Company's Common Stock (filed as Exhibit 4(ii)(a) to Commercial Metals Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2022 and incorporated herein by reference).

10(i)(a)		Purchase and Sale Agreement and Joint Escrow Instructions, dated September 29, 2021, by and among TAMCO, CMC Steel Fabricators, Inc., as sellers, and BTC III Acquisitions LLC, as buyer (filed as exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K filed September 30, 2021 and incorporated herein by reference).

10(i)(b)		Loan Agreement, dated February 1, 2022, between the Industrial Development Authority of the County of Maricopa and Commercial Metals Company (filed as Exhibit 10.1 to Commercial Metals Company’s Current Report on Form 8-K dated February 22, 2022 and incorporated herein by reference).

10(i)(c)		Sixth Amended and Restated Credit Agreement, dated October 26, 2022, by and among Commercial Metals Company, CMC International Finance, a société à responsabilité limitée, the lenders party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.2 to Commercial Metals Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2022 and incorporated herein by reference).

10(i)(d)		First Amendment to the Sixth Amended and Restated Credit Agreement, dated October 30, 2024, by and among Commercial Metals Company, certain subsidiaries of Commercial Metals Company as guarantors, 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 October 31, 2024 and incorporated herein by reference).

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

10(i)(f)†		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).

105


10(i)(g)		Loan Agreement, dated May 1, 2025, between the West Virginia Economic Development Authority and Commercial Metals Company (filed as Exhibit 10.1 to Commercial Metals Company’s Current Report on Form 8-K dated May 15, 2025 and incorporated herein by reference).

10(ii)(a)*		Commercial Metals Company Employee Stock Purchase Plan as Amended and Restated effective January 1, 2020 (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2020 and incorporated herein by reference).

10(ii)(b)*		Amendment No. 1 to Commercial Metals Company Employee Stock Purchase Plan, effective January 1, 2025 (filed as Exhibit 10.2 to Commercial Metals Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2024 and incorporated herein by reference).

10(ii)(c)*		Form of Amended and Restated Executive Employment Continuity Agreement (filed as Exhibit 10(iii)(b) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and incorporated herein by reference).

10(ii)(d)*		Commercial Metals Company 2013 Long-Term Equity Incentive Plan as Amended and Restated effective November 19, 2019 (filed as Exhibit 10.2 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2020 and incorporated herein by reference).

10(ii)(e)*		Amended and Restated Commercial Metals Company 2013 Cash Incentive Plan effective September 1, 2025 (filed as Exhibit 1 0(ii)(e) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 202 5, and inc orporated herein by reference ).

10(ii)(f)*		Amended and Restated Terms and Conditions of Employment dated as of October 13, 2023 between Commercial Metals Company and Paul Lawrence (filed as Exhibit 10.1 to Commercial Metals Company’s Current Report on Form 8-K dated October 13, 2023 and incorporated herein by reference).

10(ii)(g)*		Amended and Restated Terms and Conditions of Employment dated as of October 13, 2023 between Commercial Metals Company and Jody Absher (filed as Exhibit 10.3 to Commercial Metals Company’s Current Report on Form 8-K dated October 13, 2023 and incorporated herein by reference).

10(ii)(h)*		Terms and Conditions of Employment dated as of October 1, 2024, between Commercial Metals Company and Kekin M. Ghelani (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 2024 and incorporated herein by reference).

10(ii)(i)*		Amended and Restated Terms and Conditions of Employment dated as of May 2, 2025, between Commercial Metals Company and Brian Halloran (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2025 and incorporated herein by reference).

10(ii)(j)*		Terms and Conditions of Employment, dated February 15, 2023, by and between Peter R. Matt and Commercial Metals Company (filed as Exhibit 10.1 to Commercial Metals Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2023 and incorporated herein by reference).

10(ii)(k)*		Amendment No. 1 to Terms and Conditions of Employment, dated March 20, 2023, by and between Peter R. Matt and Commercial Metals Company (filed as Exhibit 10.2 to Commercial Metals Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2023 and incorporated herein by reference).

10(ii)(l)*		Amendment No. 2 to Terms and Conditions of Employment, dated July 10, 2023, by and between Peter R. Matt and Commercial Metals Company (filed as Exhibit 10(ii)(s) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2023 and incorporated herein by reference).

10(ii)(m)*		Terms and Conditions of Employment effective as of December 15, 2025, between Commercial Metals Company and Keith Haas (filed as Exhibit 10.2 to Commercial Metals Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2026 and incorporated herein by reference).

10(ii)(n)*		Amended and Restated Terms and Conditions of Employment dated as of October 13, 2023 between Commercial Metals Company and Michael Doucet (filed herewith).

10(ii)(o)*		Form of Restricted Stock Unit Award Agreement (filed as Exhibit 10 (ii)(n) to Commercial Metal s Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2025, and incorporated herein by reference ).

10(ii)(p)*		Form of Performance Award Agreement (filed as Exhibit 10(ii)(o) to Commercial Metal s Company's Annual Report on Form 10-K for t he fis cal year ended August 31, 2025, and incorporated herein by reference ).

10(ii)(q)*		Form of Non-Employee Director Restricted Stock Award Agreement (filed as Exhibit 10.5 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2020 and incorporated herein by reference).

106


10(ii)(r)*		Form of Non-Employee Director Restricted Stock Unit Award Agreement (filed as Exhibit 10.6 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2020 and incorporated herein by reference).

10(ii)(s)		Form of Director and Officer Indemnification Agreement (filed as Exhibit 10(ii)(w) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2024 and incorporated herein by reference).

19		Statement of Company Policy on Insider Trading and Anti-Hedging (filed herewith ).

21		Subsidiaries of Commercial Metals Company (filed herewith).

23		Consent of Deloitte & Touche LLP (filed herewith).

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

31(b)		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(a)		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(b)		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).

97		Compensation Recovery Policy (filed 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).

* Denotes management contract or compensatory plan.

† 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.

# Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2), and the Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

107

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS


			Additions		Deductions
Description (in thousands)	Balance at Beginning of Period	Charged to Costs and Expenses		Charged to Other Accounts (1)		Charged to Costs and Expenses	Charged to Other Accounts (2)		Balance at End of Period
Year Ended August 31, 2026
Allowance for doubtful accounts	$	3,186			$	2,303		$	(57)	$	—	$	(1,565)	$	3,867
Deferred tax valuation allowance	$	253,196			$	1,163		$	—	$	(2,719)	$	—	$	251,640
Year Ended August 31, 2025
Allowance for doubtful accounts	$	3,494			$	1,363		$	288	$	—	$	(1,959)	$	3,186
Deferred tax valuation allowance	$	256,826			$	5,826		$	—	$	(9,456)	$	—	$	253,196
Year Ended August 31, 2024
Allowance for doubtful accounts	$	4,135			$	605		$	405	$	—	$	(1,651)	$	3,494
Deferred tax valuation allowance	$	280,463			$	1,537		$	—	$	(25,174)	$	—	$	256,826

__________________________________

(1) Recoveries and translation adjustments.

(2) Uncollectible accounts charged to the allowance.

108

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

/s/ Peter R. Matt

Peter R. Matt

President and Chief Executive Officer

Date:

October 16, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:




/s/ Peter R. Matt		/s/ Robert S. Wetherbee

Peter R. Matt, October 16, 2026		Robert S. Wetherbee, October 16, 2026
President, Chief Executive Officer and Director		Chairman of the Board
(Principal Executive Officer)

/s/ Michael R. Dumais		/s/ Charles L. Szews

Michael R. Dumais, October 16, 2026		Charles L. Szews, October 16, 2026
Director		Director


/s/ John R. McPherson		/s/ Lisa M. Barton

John R. McPherson, October 16, 2026		Lisa M. Barton, October 16, 2026
Director		Director


/s/ Gary E. McCullough		/s/ Dennis V. Arriola

Gary E. McCullough, October 16, 2026		Dennis V. Arriola, October 16, 2026
Director		Director


/s/ Tandra C. Perkins		/s/ Paul J. Lawrence

Tandra C. Perkins, October 16, 2026		Paul J. Lawrence, October 16, 2026
Director		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

/s/ Dawne S. Hickton		/s/ Lindsay L. Sloan

Dawne S. Hickton, October 16, 2026		Lindsay L. Sloan, October 16, 2026
Director		Vice President, Finance and Chief Accounting Officer
		(Principal Accounting Officer)

109

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