COMMERCIAL METALS Co
For the period ended Feb 28, 2026. Filed Mar 31, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Feb 28, 2026 · Filed Mar 31, 2026
CMC$62.28+0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-11-30; filed 2026-01-08.
0000022444-26-000010
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-02-28; filed 2026-03-31.
0000022444-26-000031
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 132 previous paragraphs and 138 current paragraphs.
88 unchanged; 37 reworded; 11 added; 5 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
In our U.S. market, we have not yet experienced any direct impact from the war in Iran, but continue to closely monitor the conflict for potential demand disruptions or cost inflation. Energy costs in Europe have risen, though the magnitude of the financial effect will depend on the duration of the conflict.
Current report
Selling, general and administrative ("SG&A") expenses increased $65.6 million and $83.4 million during thethree and six months ended February 28, 2026, respectively, compared to the corresponding period. The increases were primarily driven by employee-related costs which increased by $30.4 million and $37.7 million, respectively, compared to the corresponding periods due to increased SG&A as a result of the Foley and CP&P Acquisitions, as well as higher variable incentive compensation costs. Further, transaction expenses of $20.6 million and $34.0 million related to the Foley and CP&P Acquisitions were incurred during the three and six months ended February 28, 2026, respectively, with no such expenses in the corresponding periods. Intangible asset amortization increased by $5.4 million, during each of thethree and six months ended February 28, 2026, respectively, as a result of the inclusion of new intangible assets from the Foley and CP&P Acquisitions. Information technology costs increased by $3.3 million and $6.1 million, during the three and six months ended February 28, 2026, respectively, compared to the corresponding period, as a result of a planned upgrade to our enterprise resource planning system as well as an ongoing project to optimize our customer relationship management platform.
Current report
Interest expense increased by $29.8 million and $43.3 million during the three and six months ended February 28, 2026, compared to the corresponding periods due to the issuance of the 2033 Notes and the 2035 Notes in conjunction with the Foley Acquisition as discussed in Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q.
Current report
Net sales to external customers in our North America Steel Group segment increased $221.5 million, or 16%, during the three months ended February 28, 2026, and increased $363.9 million, or 13%, during the six months ended February 28, 2026, compared to the corresponding periods. The year-over-year increases were primarily due to 20% and 18% higher steel products average selling price per ton during the three and six months ended February 28, 2026, respectively.
Current report
Net sales to external customers in our Construction Solutions Group segment increased $155.6 million, or 98%, and increased $184.4 million, or 56%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. The increase during the three months ended February 28, 2026 was primarily driven by $144.6 million of net sales to external customers due to our Foley and CP&P Acquisitions that were not part of the corresponding period results. See Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q for further information. In addition, during the three months ended February 28, 2026, net sales to external customers from CMC Construction Services' operations increased $12.9 million, compared to the corresponding period. The increase during the six months ended February 28, 2026 was partially a result of the aforementioned acquired precast platform net sales to external customers, as well as a $23.0 million increase from CMC Construction Services' operations and a $17.7 million increase in net sales to external customers from our Tensar division, compared to the corresponding period, due to higher demand.
Current report
Corporate and Other adjusted EBITDA loss increased$35.6 million, or 102%, during the three months ended February 28, 2026, anddecreased$294.8 million, or 70%, during the six months ended February 28, 2026, compared to the corresponding periods. The adjusted EBITDA loss includes the recognition of $20.6 million and $34.0 million of acquisition and integration related costs related to the Foley and CP&P Acquisitions, during the three and six months ended February 28, 2026, respectively. Further, variable incentive compensation costs increased by $9.9 million and $16.2 million during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. Additionally, costs related to information technology increased by $3.3 million and $6.1 million, respectively, during the three and six months ended February 28, 2026, compared to the corresponding periods. This increase is a result of a planned upgrade to our enterprise resource planning system as well as an ongoing project to optimize our customer relationship management platform.
Current report
During the six months ended February 28, 2026, changes in operating assets and liabilities resulted in a $92.9 million decrease in cash from operating activities, compared to the corresponding period. The decrease was primarily due to a $107.5 million increase in cash used by inventories, reflecting higher materials costs, stockpiling in advance of construction season and, for the North Amercia Steel Group, planned outages. This was combined with a $50.4 million year-over-year decrease in cash from accounts receivable, primarily driven by the timing of collections and fluctuations in net sales to external customers, as well as a $22.0 million increase in cash used by other assets and liabilities due to new leases as described in Note 7, Leases, in Part I, Item 1, Financial Statements, of this Form 10-Q. Offsetting these decreases was an $82.9 million increase in cash from accounts payable which is primarily a function of higher inventory costs within North America Steel Group, as well as the precast platform which was not included in the corresponding period.
Current report
Acquisitions
Current report
As previously discussed, we purchased Foley and CP&P during the current quarter and have recognized cash outflows, net of cash acquired, of $2.52 billion related to these transactions. See Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information.
Current report
As of February 28, 2026, our undiscounted purchase obligations were approximately $790 million due in the next twelve months and $410 million due thereafter under purchase orders and "take or pay" arrangements. These purchase obligations include all enforceable, legally binding agreements to purchase goods or services that specify all significant terms, regardless of the duration of the agreement, and exclude agreements with variable terms for which we are unable to estimate the minimum amounts. The "take or pay" arrangements are multi-year commitments with minimum annual purchase requirements and are entered into primarily for purchases of commodities used in operations such as electrodes and natural gas.
Current report
Of the purchase obligations due within the twelve months following February 28, 2026, approximately 32% were for consumable production inputs, such as alloys, 19% were for the construction of our fourth micro mill, 15% were for capital expenditures in connection with normal business operations and 9% were for commodities. Of the purchase obligations due thereafter, 66% were for commodities and 16% were for investments in information technology. The remainder of the purchase obligations are for goods and services in the normal course of business.
Removed paragraphs (5)
Previous report
Selling, general and administrative ("SG&A") expenses increased $17.8 million during the three months ended November 30, 2025, compared to the corresponding period. The increase was primarily driven by $13.4 million of transaction expenses related to the CP&P Acquisition and the Foley Acquisition during the current period, with no acquisition expenses in the corresponding period. The remainder of the increase in SG&A expenses during the three months ended November 30, 2025, compared to the corresponding period, was due to multiple factors of which no single category was material.
Previous report
Interest expense increased by $13.5 million during the three months ended November 30, 2025, compared to the corresponding period, as a result of a higher borrowing base as well as committed financing fees of $11.6 million related to the Bridge Facility.
Previous report
Net sales to external customers in our North America Steel Group segment increased $142.4 million, or 9%, during the three months ended November 30, 2025, compared to the corresponding period. The increase during the three months ended November 30, 2025, was primarily due to a 16% increase in the steel products average selling price per ton due to tariff impacts on market pricing and resilient demand for steel products.
Previous report
Net sales to external customers in our Construction Solutions Group segment increased $28.9 million, or 17%, during the three months ended November 30, 2025, compared to the corresponding period. The increase was primarily driven by a $16.2 million increase in net sales to external customers from our Tensar division and a $10.1 million increase from CMC Construction Services' operations, compared to the corresponding period, in each case due to increased demand.
Previous report
During the three months ended November 30, 2025, changes in operating assets and liabilities resulted in a $112.5 million reduction in cash from operating activities, compared to the corresponding period, due to a $36.3 million increase in cash used by accounts payable, accrued expenses, and other payables, mainly driven by the timing of accruals as well as certain professional fees associated with the CP&P Acquisition and the Foley Acquisition. In addition, we recorded a $57.0 million year-over-year decrease in cash provided by accounts receivable, primarily driven by the timing of collections and fluctuations in net sales to external customers, with the latter described in the Segment Operating Data section.
Reworded paragraphs (37)
Previous wording
Any reference in this Form 10-Q to the "corresponding period" relates to the three month period ended November 30, 2024. Any reference in this Form 10-Q to the "current period" relates to the three month period ended November 30, 2025. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise stated.
Current wording
Any reference in this Form 10-Q to the "corresponding period" relates to the three or six month period ended February 28, 2025, as applicable. Any reference in this Form 10-Q to the "current period" relates to the three or six month period ended
Previous wording
In November 2025, we issued $1.0 billion of 5.750% senior unsecured notes due November 2033 (the “2033 Notes”) and $1.0 billion of 6.000% senior unsecured notes due December 2035 (the “2035 Notes”). Aggregate issuance costs associated with the 2033 Notes and 2035 Notes were approximately $5.5 million. We will make semiannual interest payments on the outstanding principal of the 2033 Notes on May 15 and November 15 of each year, with the first such interest payment due on May 15, 2026. We will make semiannual interest payments on the outstanding principal of the 2035 Notes on June 15 and December 15 of each year, with the first such interest payment due on June 15, 2026. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were deposited in an escrow account at the closing of the offering and remained in the escrow account, and were classified as restricted cash, as of November 30, 2025. The proceeds were subsequently released in accordance with the terms of the escrow agreement and used to facilitate the closing of the Foley Acquisition (as defined below). An additional $15 million in fees associated with the 2033 and 2035 Notes, which was contingent upon closing of the acquisition, was paid in December.
Current wording
In November 2025, we issued $1.0 billion of 5.750% senior unsecured notes due November 2033 (the “2033 Notes”) and $1.0 billion of 6.000% senior unsecured notes due December 2035 (the “2035 Notes”). We will make semiannual interest payments on the outstanding principal of the 2033 Notes on May 15 and November 15 of each year, with the first such interest payment due on May 15, 2026. We will make semiannual interest payments on the outstanding principal of the 2035 Notes on June 15 and December 15 of each year, with the first such interest payment due on June 15, 2026. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were used to facilitate the closing of the Foley Acquisition (as defined below). Aggregate fees and issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $15.8 million and $21.3 million for the three and six months ended February 28, 2026, respectively. Prior quarter amounts included rating agency and legal fees whereas current quarter amounts related to additional fees associated with the 2033 Notes and the 2035 Notes that were conditional on the closing of the Foley Acquisition.
Previous wording
On December 15, 2025, we completed the acquisition of all of the issued and outstanding equity securities of the holding companies that own Foley Products Company, LLC ("Foley" and such transaction, the “Foley Acquisition”), one of the largest regional suppliers of precast concrete solutions in the U.S. and a leader within the Southeastern U.S. Operating results for Foley will be included within the Construction Solutions Group segment. The Foley Acquisition aligns with our strategy to pursue inorganic growth by adding scale, margin strength and regional leadership to our precast platform.
Current wording
On December 15, 2025, we completed the acquisition of all of the issued and outstanding equity securities of the holding companies that own Foley Products Company, LLC ("Foley" and such transaction, the “Foley Acquisition”), one of the largest regional suppliers of precast concrete solutions in the U.S. and a leader within the Southeastern U.S. Operating results for Foley are included within the Construction Solutions Group segment. The Foley Acquisition aligns with our strategy to pursue inorganic growth by adding scale, margin strength and regional leadership to our precast platform.
Previous wording
On December 1, 2025, we completed the acquisition of all of the issued and outstanding equity securities of Concrete Pipe and Precast, LLC ("CP&P" and such transaction, the “CP&P Acquisition”), a leading supplier of precast concrete solutions to the U.S. Mid-Atlantic and South Atlantic markets. Operating results for CP&P will be included within the Construction Solutions Group segment. The CP&P Acquisition aligns with our strategy to pursue inorganic growth by expanding CMC’s portfolio of early-stage construction solutions through the addition of precast capabilities.
Current wording
On December 1, 2025, we completed the acquisition of all of the issued and outstanding equity securities of Concrete Pipe and Precast, LLC ("CP&P" and such transaction, the “CP&P Acquisition”), a leading supplier of precast concrete solutions to the U.S. Mid-Atlantic and South Atlantic markets. Operating results for CP&P are included within the Construction Solutions Group segment. The CP&P Acquisition aligns with our strategy to pursue inorganic growth by expanding CMC’s portfolio of early-stage construction solutions through the addition of precast capabilities.
Previous wording
For more information on the CP&P Acquisition and the Foley Acquisition, refer to Note 2, Changes in Business, in Part I, Item 1, Financial Statements, of this Form 10-Q.
Current wording
For more information on the Foley Acquisition and the CP&P Acquisition, refer to Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q.
Previous wording
We are currently constructing our fourth micro mill, located in Berkeley County, West Virginia. This facility is strategically located to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and will be supported by our existing network of downstream fabrication plants. Site improvements, foundation work and substantial portions of supporting infrastructure for the micro mill are complete. Construction of structural components for multiple process buildings and equipment is ongoing. We expect to begin production at this micro mill during 2026.
Current wording
We are currently constructing our fourth micro mill, located in Berkeley County, West Virginia. This facility is strategically located to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and will be supported by our existing network of downstream fabrication plants. Construction of structural components for multiple process buildings is substantially complete and equipment installation is ongoing. Several key milestones for utility infrastructure have been reached. We expect to begin production at this micro mill during 2026.
Previous wording
Although the elimination of Section 232 tariff exemptions is expected to provide a favorable backdrop to the domestic long steel market, there remains uncertainty regarding the duration and scope of this and other potential executive actions related to tariffs. If the Section 232 or other import tariffs, quotas or duties are relaxed, repealed, challenged legally or expire; if other countries are exempted, or if relatively higher U.S. steel prices make it attractive for foreign steelmakers to export their steel products to the U.S., despite the presence of import tariffs, quotas or duties, a resurgence of substantial imports of foreign steel could occur. This would put downward pressure on U.S. steel prices.
Current wording
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.
Previous wording
Recent developments illustrate how these risks may materialize. Countries such as Algeria, Bulgaria, Egypt, and Vietnam have also increased their steel exports, particularly of rebar, to the U.S. Excessive imports of steel into the U.S. have exerted, and may continue to exert, downward pressure on U.S. steel prices, which negatively affects our ability to increase our sales, margins and profitability. Further, excess capacity has also led to greater protectionism as is evident in raw material and finished product border tariffs put in place by China, Brazil and other countries. In response to these pressures, a petition was filed with the U.S. International Trade Commission ("ITC") by the Rebar Trade Action Coalition, which consists of several U.S. steel producers including CMC, in June 2025, alleging that exporters of steel concrete reinforcing bar from Algeria, Bulgaria, Egypt and Vietnam are dumping material into the U.S. market at prices below fair value. The petition seeks the imposition of significant antidumping duties on rebar imports from these countries. In July 2025, the ITC determined that the petition has merit and referred the case to the Department of Commerce for further investigation.
Current wording
Recent developments illustrate how these risks may materialize. Countries such as Algeria, Bulgaria, Egypt and Vietnam have also increased their steel exports, particularly of rebar, to the U.S. Further, excess capacity has also led to greater protectionism as is evident in raw material and finished product border tariffs put in place by China, Brazil and other countries. In response to these pressures, a petition was filed with the U.S. International Trade Commission ("ITC") by the Rebar Trade Action Coalition, which consists of several U.S. steel producers including CMC, in June 2025, alleging that exporters of steel concrete reinforcing bar from Algeria, Bulgaria, Egypt and Vietnam are dumping material into the U.S. market at prices below fair value. The petition seeks the imposition of significant antidumping duties on rebar imports from these countries. In July 2025, the ITC preliminarily determined that there was a reasonable indication of material injury to the U.S. domestic rebar industry, and thus the Department of Commerce’s investigation of dumping was authorized to continue. In March 2026, the Department of Commerce announced its preliminary affirmative determinations that Algeria, Bulgaria, Egypt and Vietnam had sold steel concrete reinforcing bar into the U.S. at less than fair value. Subsequently, the Department of Commerce announced its final affirmative determination with respect to Algeria, which concluded that steel reinforcing bar imported from Algeria benefitted from countervailable subsidies at the rate of 72.94%. The final determinations for Bulgaria, Egypt and Vietnam are expected to be announced later this year. If final injury determinations are subsequently made by the ITC, the Department of Commerce will assess antidumping duties on the subject steel concrete reinforcing bar.
Previous wording
To date, heightened uncertainty has contributed to delays in construction job owners finalizing plans to proceed with projects. From a longer-term perspective on demand, we see tariffs as a single component of a broader program that includes changes to tax, regulatory, energy and trade policy aimed at stimulating domestic investment, which could meaningfully benefit construction activity. With regards to operating costs, we anticipate the impact of tariffs to be modest, as we source primarily from domestic suppliers. We also anticipate the impact on capital costs to be modest.
Current wording
From a longer-term perspective on demand, we see tariffs as a single component of a broader program that includes changes to tax, regulatory, energy and trade policy aimed at stimulating domestic investment, which could meaningfully benefit construction activity. With regards to operating costs, we anticipate the impact of tariffs to be modest, as we source primarily from domestic suppliers. We also anticipate the impact on capital costs to be modest.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act was enacted into law, introducing significant amendments to U.S. tax legislation with varying effective dates. Key provisions that impact CMC include the expansion of bonus depreciation, accelerated expensing of research and development costs and revisions to international tax regimes. CMC has incorporated these amendments into its fiscal 2026 tax provision, as applicable, and continues to evaluate the legislation.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act was enacted into law, introducing significant amendments to U.S. tax legislation with varying effective dates. Key provisions that impact CMC include the expansion of bonus depreciation, accelerated expensing of research and development costs and revisions to international tax regimes. CMC has incorporated these amendments into its 2026 tax provision, as applicable, and continues to evaluate the legislation.
Previous wording
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
Current wording
On January 10, 2025, the Internal Revenue Service awarded CMC with a Qualifying Advanced Energy Project Credit (as defined in Internal Revenue Code section 48C) based on qualifying expenditures related to the construction of the West Virginia micro mill. CMC plans on utilizing the credit beginning with its 2026 tax return and has included the estimated impact in the financial statements beginning in 2026.
Previous wording
CMC is an innovative solutions provider helping build a stronger, safer and more sustainable world. Today, through an extensive manufacturing network principally located in the U.S. and Central Europe, the Company offers products and technologies to meet the critical reinforcement needs of the global construction sector. CMC’s solutions support early-stage construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial and energy generation and transmission. Our operations are conducted through three reportable segments: North America Steel Group, Construction Solutions Group and Europe Steel Group.
Current wording
CMC is a leading provider of early-stage construction solutions that support the foundational phases of modern infrastructure and building projects. Through an extensive manufacturing network primarily located in the United States and Central Europe, with strategic operations in the United Kingdom, Europe and Asia, CMC serves infrastructure, non-residential, residential, industrial and energy markets. While often unseen, CMC’s products are essential to highways, bridges, airports, commercial buildings and other critical structures that support everyday life. Our operations are conducted through three reportable segments: North America Steel Group, Construction Solutions Group and Europe Steel Group.
Previous wording
During the first quarter of 2026, we announced the acquisitions of CP&P and Foley (each as defined above), which resulted in the creation of our precast concrete platform. As a result, we changed the name of our Emerging Businesses Group segment to Construction Solutions Group to better reflect the business composition of the segment and more closely align with the strategic priorities of CMC. The name change has no impact on our reporting structure nor on financial information previously reported.
Current wording
During the first quarter of 2026, we announced the acquisitions of Foley and CP&P, which resulted in the creation of our precast platform. As a result, we changed the name of our Emerging Businesses Group segment to Construction Solutions Group to better reflect the business composition of the segment and more closely align with the strategic priorities of CMC. The name change has no impact on our reporting structure nor on financial information previously reported.
Previous wording
Adjusted EBITDA is used by management to compare and evaluate the period-over-period underlying business operational performance of our reportable segments. Adjusted EBITDA is equal to earnings or losses before interest expense, income taxes, depreciation and amortization expense, impairment expense and, beginning in the fourth quarter of 2025, unrealized gains and losses on undesignated commodity hedges. During the fourth quarter of 2025, the Company modified its method of calculating adjusted EBITDA to exclude the impact of unrealized gains and losses on undesignated commodity derivatives. This change was primarily driven by heightened volatility in copper forward markets, which introduced significant non-cash fluctuations unrelated to core operations. By removing this volatility, the revised metric provides a more representative view of operating performance and cash-generating capability. We evaluated the impact of this change on prior-period disclosures and have recast adjusted EBITDA for all periods presented in this Form 10-Q to conform to the new presentation. We did not revise the comparative analysis of results of operations for the three months ended November 30, 2025, compared to the three months ended November 30, 2024, as the change in methodology did not materially affect the comparability of adjusted EBITDA in earlier periods.
Current wording
Adjusted EBITDA is used by management to compare and evaluate the period-over-period underlying business operational performance of our reportable segments. Adjusted EBITDA is equal to earnings or losses before interest expense, income taxes, depreciation and amortization expense, impairment expense and unrealized gains and losses on undesignated commodity hedges.
Previous wording
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 ourvertically 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
Current wording
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 ourvertically 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.
Previous wording
Net sales increased $210.7 million, or 11%, for the three months ended November 30, 2025, compared to the corresponding period. Additional information regarding period-over-period changes in net sales is provided in the Segment Operating Data section under North America Steel Group, Construction Solutions Group and Europe Steel Group.
Current wording
Net sales increased $377.6 million, or 22%, for the three months ended February 28, 2026, compared to the corresponding period, andincreased $588.3 million, or 16% for thesix months ended February 28, 2026, compared to the corresponding period. The newly acquired precast platform contributed $144.6 million of net sales to external customers in the current period that were not part of the corresponding period results. Additional information regarding period-over-period changes in net sales is provided in the Segment Operating Data section under North America Steel Group, Construction Solutions Group and Europe Steel Group.
Previous wording
The year-over-year increase in net earnings for the three months ended November 30, 2025, compared to the corresponding period, was primarily due to a litigation-related expense of approximately $265.0 million, net of estimated tax, associated with a contingent litigation-related loss recognized in the three months ended November 30, 2024, as well as continued expansion in steel products metal margins within our North America Steel Group segment during the current period.
Current wording
During thethree and six months ended February 28, 2026, we achieved net earnings of $93.0 million and $270.3 million, respectively, compared to net earnings of $25.5 million and a net loss of $150.2 million, in the respective corresponding periods. The change in net earnings in thethree months ended February 28, 2026, compared to the corresponding period, was primarily due toexpansion in steel products metal margins within our North America Steel Group segment. The year-over-year increase in net earnings in the six months ended February 28, 2026, was primarily due to litigation-related expense of approximately $268.0 million, net of estimated tax, associated with a contingent litigation-related loss recognized in the six months ended February 28, 2025 resulting in a net loss in the corresponding period.
Previous wording
Litigation expense related to the Pacific Steel Group ("PSG") litigation of $3.7 million and $350.0 million were recorded during the three months ended November 30, 2025 and 2024, respectively. The amount recorded during the current period reflects interest on the judgment amount. For more information about the contingent litigation-related loss, see Note 13, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.
Current wording
Litigation expense related to the Pacific Steel Group ("PSG") litigation of $4.1 million and $7.8 million were recorded during the three and six months ended February 28, 2026, respectively, compared to $4.7 million and $354.7 million in the three and six months ended February 28, 2025, respectively. The amount recorded during the current period primarily reflects interest on the judgment amount. For more information about the contingent litigation-related loss, see Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.
Previous wording
The effective income tax rate for the three months ended November 30, 2025 was 3.1%, compared to 24.0% in the corresponding period. The decrease for the three months ended November 30, 2025, compared to the corresponding period, is due to the recognition of a federal investment tax credit during the current period related to the ongoing construction of the West Virginia micro mill.
Current wording
The effective income tax rates for the three and six months ended February 28, 2026 were 15.2% and 7.6%, respectively, compared to 29.4% and 23.0% in the corresponding periods. The decrease for the three and six months ended February 28, 2026, compared to the corresponding periods, is primarily due to the recognition of a federal investment tax credit related to the ongoing construction of the West Virginia micro mill. For more information, see Note 11, Income Tax in Part I, Item 1, Financial Statements, of this Form 10-Q.
Previous wording
Adjusted EBITDA increased $107.7 million, or 58%, during the three months ended November 30, 2025, compared to the corresponding period. The increase in adjusted EBITDA during the three months ended November 30, 2025, compared to the corresponding period, was primarily due to expansion in steel products metal margin per ton, which increased 27% year-over-year.
Current wording
Adjusted EBITDA increased $132.7 million, or 97%, and increased $240.4 million, or 74%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. The increases in adjusted EBITDA during the three and six months ended February 28, 2026, compared to the corresponding periods were primarily due to expansion in steel products metal margin per ton, which increased 31% and 29%, respectively.
Previous wording
Adjusted EBITDA increased $16.9 million, or 75%, during the three months ended November 30, 2025, compared to the corresponding period. This increase is primarily due to increased sales of higher margin products within our Tensar division, as well as higher shipment volumes, compared to the corresponding period.
Current wording
Adjusted EBITDA increased $29.9 million, or 127%, during the three months ended February 28, 2026, andincreased$46.8 million, or 101%, during the six months ended February 28, 2026, compared to the corresponding periods. These increases were primarily due to the inclusion of the acquired precast platform which contributed $33.6 million in current period results that was not included in the corresponding periods. CMC Construction Services' margins increased during the three and six months ended February 28, 2026, driven by increased volumes. The six months ended February 28, 2026 was also impacted by increased sales of higher margin products within our Tensar division, as well as higher shipment volumes, compared to the corresponding period.
Previous wording
Net sales to external customers in our Europe Steel Group segment increased $38.2 million, or 18%, during the three months ended November 30, 2025, compared to the corresponding period. During the three months ended November 30, 2025, net sales to external customers increased in part due to a 16% increase in tons shipped, compared to the corresponding period. On average, compared to the Polish zloty, the U.S. dollar was weaker during the three months ended November 30, 2025, compared to the corresponding period. The effect of foreign currency translation on net sales to external customers was an increase of approximately $19.2 million for the three months ended November 30, 2025.
Current wording
Net sales to external customers in our Europe Steel Group segment increased $2.0 million, or 1%, and $40.2 million, or 10%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. During the three months ended February 28, 2026, net sales to external customers increased in part due to a 10% increase in the steel products average selling price per ton, which was offset by an 8% decrease in tons shipped, compared to the corresponding period. The decrease in tons shipped is primarily due to the EU Carbon Border Adjustment Mechanism ("CBAM") policy which led businesses to accelerate purchasing of imported rebar before the change in laws took effect at the start of the calendar year with the assumption that this would increase prices. The increase for the six months ended February 28, 2026, is primarily a result of a 5% increase in the steel products average selling price per ton as well as a 4% increase in steel products tons shipped, compared to the corresponding period. On average, compared to the Polish zloty, the U.S. dollar was weaker during the three and six months ended February 28, 2026, compared to the corresponding period. The effect of foreign currency translation on net sales to external customers was an increase of approximately $23.5 million for thethree months ended February 28, 2026 and an increase of approximately $42.7 million for the six months ended February 28, 2026.
Previous wording
Adjusted EBITDA decreased $14.9 million, or 58%, during the three months ended November 30, 2025, compared to the corresponding period. This decrease was primarily driven by changes to the timing of payments from a government assistance program established to offset the indirect costs of rising carbon emissions rights included in energy costs in Poland. During the three months ended November 30, 2025, $15.6 million was received through this program, compared to$44.1 million in the three months ended November 30, 2024. This impact was partially offset by the 16% increase in tons shipped mentioned above, as well as a 14% increase in steel products metal margin. Adjusted EBITDA was also impacted due to higher costs due to a planned maintenance outage. The effect of foreign currency translation on adjusted EBITDA was immaterial for the three months ended November 30, 2025.
Current wording
Adjusted EBITDA decreased $2.2 million, or 290%, and decreased$17.1 million, or 64%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. These decreases were primarily driven by changes to the timing of payments from a government assistance program established to offset the indirect costs of rising carbon emissions rights included in energy costs in Poland. We did not receive any payments from this program during the three months ended February 28, 2026 compared to $4.0 million in the corresponding period. During the six months ended February 28, 2026,$15.6 million was received through this program, compared to $48.1 million in the six months ended February 28, 2025. These impacts were partially offset by a 15% and 13% increase in steel products metal margin, respectively, compared to the corresponding periods. The effect of foreign currency translation on adjusted EBITDA was immaterial for the three and six months ended February 28, 2026.
Previous wording
Corporate and Other adjusted EBITDA loss decreased$330.4 million, or 86%, during the three months ended November 30, 2025, compared to the corresponding period. The year-over-year decrease in adjusted EBITDA loss was due to a $350.0 million contingent litigation-related loss related to the PSG litigation recognized during the three months ended November 30, 2024. For more information about the contingent litigation-related loss, see Note 13, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q. The adjusted EBITDA loss during the three months ended November 30, 2025 includes the recognition of $13.4 million of acquisition and integration related costs related to CP&P and Foley. Additionally, labor-related expenses and costs related to information technology increased by $6.3 million and $3.1 million, respectively, during the three months ended November 30, 2025, compared to the corresponding period.
Current wording
The year-over-year increase in expenses described above was offset by a $354.7 million contingent litigation-related loss related to the PSG litigation recognized during the six months ended February 28, 2025. For more information about the contingent litigation-related loss, see Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.
Previous wording
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 12% of total receivables at November 30, 2025.
Current wording
We have a diverse and generally stable customer base, and regularly maintain a substantial amount of accounts receivable. We actively monitor our accounts receivable and, based on market conditions and customers' financial condition, record allowances when we believe accounts are uncollectible. We use credit insurance internationally to mitigate the risk of customer insolvency. We estimate that the amount of credit-insured or financially assured receivables was approximately 10% of total receivables at February 28, 2026.
Previous wording
We aim to execute a capital allocation strategy that prioritizes both value-accretive growth and competitive cash returns to stockholders. We estimate that our 2026 capital spending will be approximately $625 million, driven by the construction costs for facilities located in Berkeley County, West Virginia. We regularly assess our capital spending based on current and expected results and the amount is subject to change.
Current wording
We aim to execute a capital allocation strategy that prioritizes both value-accretive growth and competitive cash returns to stockholders. We estimate that our 2026 capital spending will be approximately $600 million, driven by the construction costs for facilities located in Berkeley County, West Virginia. We regularly assess our capital spending based on current and expected results and the amount is subject to change.
Previous wording
During the three months ended November 30, 2025 and 2024, we repurchased $38.9 million and $50.4 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $166.1 million of shares of CMC common stock at November 30, 2025. See Note 12, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.
Current wording
During the six months ended February 28, 2026 and 2025, we repurchased $57.2 million and $98.4 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $147.8 million of shares of CMC common stock at February 28, 2026. See Note 13, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.
Previous wording
During the three months ended November 30, 2025 and 2024, we paid $20.0 million and $20.6 million, respectively, of cash dividends to our stockholders.
Current wording
During the six months ended February 28, 2026 and 2025, we paid $40.0 million and $41.0 million, respectively, of cash dividends to our stockholders.
Previous wording
As described above under "Business Conditions and Developments," we completed the CP&P Acquisition and the Foley Acquisition in December 2025. The CP&P Acquisition was funded with cash on hand, and the Foley Acquisition was funded through a portion of the net proceeds from the issuance of the $2.0 billion aggregate principal amount of the 2033 Notes and the 2035 Notes. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were deposited in an escrow account at the closing of the offering and remained in the escrow account as of November 30, 2025. The proceeds were subsequently released in accordance with the terms of the escrow agreement, and a portion was used to facilitate the closing of the Foley Acquisition.
Current wording
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.
Previous wording
As described in Part 1, Item 1, Note 13, Commitments and Contingencies, of this Form 10-Q, on November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the U.S. District Court for the Northern District of California (the "Northern District Court"), in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG is also entitled to petition for and recover its attorneys' fees, costs and post-judgment interest. We are confident that we conducted our business appropriately and intend to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned. Unless the verdict and judgment are overturned or the judgment is significantly reduced, the cash payments incurred in connection with this litigation would have a significant impact on our liquidity.
Current wording
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.
Previous wording
Capital expenditures increased $7.3 million year-over-year, primarily driven by the construction of our fourth micro mill.
Current wording
Capital expenditures increased $43.7 million year-over-year, primarily driven by the construction of our fourth micro mill, in West Virginia.
Previous wording
For the three months ended November 30, 2025, we received net proceeds of $2.0 billion from the issuance of the 2033 Notes and 2035 Notes, which were held in escrow as of November 30, 2025. Aggregate issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $5.5 million. An additional $15 million in fees associated with the 2033 and 2035 Notes, which was contingent upon closing of the acquisition, was paid in December. See Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding the 2033 Notes and 2035 Notes.
Current wording
For the six months ended February 28, 2026, we received proceeds of $2.0 billion, presented net of $15 million of related fees, for net proceeds of $1.985 billion from the issuance of the 2033 Notes and the 2035 Notes. Aggregate fees and issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $6.3 million. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding the 2033 Notes and the 2035 Notes.
Previous wording
For the three months ended November 30, 2025 we repurchased $38.9 million of CMC common stock under our share repurchase program, representing a decrease of $11.5 million compared to the corresponding period. See Note 12, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.
Current wording
For the six months ended February 28, 2026, we repurchased $57.2 million of CMC common stock under our share repurchase program, representing a decrease of $41.2 million compared to the corresponding period. See Note 13, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.
Previous wording
Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for property and equipment, construction of our fourth micro mill, acquisition-related commitments and other purchase obligations as part of normal operations. Other than the commitments set forth in the agreements governing the CP&P Acquisition and the Foley Acquisition, the amount and composition of our material cash commitments have not changed materially since those disclosed in the 2025 Form 10-K.
Current wording
Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for properties and equipment, construction of our fourth micro mill and other purchase obligations as part of normal operations. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding scheduled maturities of our long-term debt. See Note 7, Leases, in Part I, Item 1 of this Form 10-Q for additional information on leases. Interest payable on our long-term debt due in the twelve months following February 28, 2026, is $169.2 million, and $1.3 billion is due thereafter.
Previous wording
We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers require. At November 30, 2025, we had committed $46.5 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q).
Current wording
We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers require. At February 28, 2026, we had committed $46.2 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q).
Previous wording
In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We have in the past, and may in the future, incur settlements, fines, penalties or judgments in connection with some of these matters. Liabilities and costs associated with litigation-related loss contingencies require estimates and judgments based on our knowledge of the facts and circumstances surrounding each matter and the advice of our legal counsel. We record liabilities for litigation-related losses when a loss is probable, and we can reasonably estimate the amount of the loss. In the three months ended November 30, 2024, the Company reported $350.0 million of litigation expense in the condensed consolidated statement of loss, which represents the Company's estimate based on its understanding of the PSG judgment, PSG's attorneys' fees and other related costs. In the three months ended November 30, 2025, the Company reported $3.7 million of litigation expense in the condensed consolidated statement of earnings, which represents the Company’s estimate of post-judgment interest on the PSG judgment. These amounts were classified as current liabilities in the condensed consolidated balance sheets because the timing of the potential payment is uncertain. We evaluate the measurement of recorded liabilities each reporting period based on the current facts and circumstances specific to each matter. The ultimate losses incurred upon final resolution of litigation-related loss contingencies may differ materially from the estimated liability recorded at a particular balance sheet date. Changes in estimates are recorded in earnings in the period in which such changes occur. See Note 13, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on pending litigation and other matters.
Current wording
In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We have in the past, and may in the future, incur settlements, fines, penalties or judgments in connection with some of these matters. Liabilities and costs associated with litigation-related loss contingencies require estimates and judgments based on our knowledge of the facts and circumstances surrounding each matter and the advice of our legal counsel. We record liabilities for litigation-related losses when a loss is probable, and we can reasonably estimate the amount of the loss. In the six months ended February 28, 2025, the Company reported $354.7 million of litigation expense in the condensed consolidated statement of loss, which represents the Company's estimate based on its understanding of the PSG judgment, PSG's attorneys' fees and other related costs, including post-judgment interest. In the six months ended February 28, 2026, the Company reported $7.8 million of litigation expense in the condensed consolidated statement of earnings, which primarily represents the Company’s estimate of post-judgment interest on the PSG judgment. These amounts were classified as current liabilities in the condensed consolidated balance sheets because the timing of the potential payment is uncertain. We evaluate the measurement of recorded liabilities each reporting period based on the current facts and circumstances specific to each matter. The ultimate losses incurred upon final resolution of litigation-related loss contingencies may differ materially from the estimated liability recorded at a particular balance sheet date. Changes in estimates are recorded in earnings in the period in which such changes occur. See Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on pending litigation and other matters.
Previous wording
This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to the expected benefits of the CP&P Acquisition and the Foley Acquisition, general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the ability to operate our steel mills at full capacity, particularly during periods of domestic mill start-ups, the future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our Construction Solutions Group segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, capital expenditures, tax credits, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations, the expected capabilities and benefits of new facilities, the anticipated benefits and timeline for execution of our growth plan and initiatives, including our TAG operational and commercial excellence program, and our expectations or beliefs concerning future events. The statements in this report that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans or intentions.
Current wording
This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to the expected performance of our recently acquired precast platform, general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the ability to operate our steel mills at full capacity, particularly during periods of domestic mill start-ups, the future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our Construction Solutions Group segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, capital expenditures, tax credits, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations, the expected capabilities and benefits of new facilities, the anticipated benefits and timeline for execution of our growth plan and initiatives, including our TAG operational and commercial excellence program, and our expectations or beliefs concerning future events. The statements in this report that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans or intentions.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
February 28, 2026, as applicable. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise stated.
Current report — wording carried from elsewhere
As described in Part I, Item 1, Note 14, Commitments and Contingencies, of this Form 10-Q, on November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the U.S. District Court for the Northern District of
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Virginia micro mill. CMC plans on utilizing the credit beginning with its fiscal 2026 tax return and has included the estimated impact in the financial statements beginning in the current period.
Previous report — wording carried elsewhere
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.