COMMERCIAL METALS Co

Previous 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

Current wording

Any reference in this Form 10-Q to the "corresponding period" relates to the three or nine month period ended May 31, 2025, as applicable. Any reference in this Form 10-Q to the "current period" relates to the three or nine month period ended May 31,

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”). 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.

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. The first such interest payment was made 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 paid 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, including rating agency, legal, and other fees, associated with the 2033 Notes and the 2035 Notes were immaterial for the three months ended May 31, 2026, and were$21.3 million for the nine months ended May 31, 2026.

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. 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.

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, 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 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 DOC’s investigations were authorized to continue. The DOC subsequently issued preliminary affirmative determinations that the subject rebar had been sold in the U.S. at less than fair value in December 2025 with respect to Algeria and in March 2026 with respect to Bulgaria, Egypt and Vietnam. Additionally, the DOC determined in January 2026 that producers in Algeria, Egypt and Vietnam had received countervailable subsidies. 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. The DOC’s final determinations in the antidumping investigations of Bulgaria, Egypt and Vietnam, and in the countervailing duty investigations of Egypt and Vietnam, are expected later in calendar 2026, with the ITC’s corresponding final injury determinations to follow. If affirmative final injury determinations are made by the ITC, the DOC will assess antidumping and/or countervailing duties on the subject steel concrete reinforcing bar.

Previous 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.

Current wording

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.

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 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. We have incorporated these amendments into our 2026 tax provision, as applicable.

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 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.

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. We plan on utilizing the credit beginning with our 2026 tax return and have included the estimated impact in the financial statements beginning in 2026.

Previous 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.

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 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. Our operations are conducted through three reportable segments: North America Steel Group, Construction Solutions Group and Europe Steel Group.

Previous 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.

Current wording

Net sales increased $463.3 million, or 23%, for the three months ended May 31, 2026, and increased $1.1 billion, or 19% for the nine months ended May 31, 2026, compared to the corresponding periods. The newly acquired precast platform contributed $175.7 million and $320.3 million of net sales to external customers in the three and nine months ended May 31, 2026, respectively, 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

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.

Current wording

During the three and nine months ended May 31, 2026, we achieved net earnings of $173.0 million and $443.3 million, respectively, compared to net earnings of $83.1 million and a net loss of $67.1 million, in the corresponding periods. The change in net earnings in the three months ended May 31, 2026, compared to the corresponding period, was primarily due to expansion in steel products metal margins within our North America Steel Group segment, changes to the timing of payments from government assistance programs in Europe and the inclusion of the precast platform in current year results, offset by increases in interest expense and employee-related costs. The year-over-year increase in net earnings in the nine months ended May 31, 2026, was primarily due to litigation-related expense of approximately $271.0 million, net of estimated tax, associated with a contingent litigation-related loss recognized in the nine months ended May 31, 2025, resulting in a net loss in the corresponding period, coupled with metal margin expansion in the nine months ended May 31, 2026, within our North America Steel Group segment. These effects were partially offset by higher interest expense.

Previous wording

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 wording

Selling, general and administrative ("SG&A") expenses increased $46.5 million and $129.9 million during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. The increases were primarily driven by employee-related costs which increased by $33.0 million and $70.7 million, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods as a result of increased headcount from the acquired precast platform, as well as higher variable incentive compensation costs. Further, transaction expenses of $2.5 million and $36.5 million related to the acquired precast platform were incurred during the three and nine months ended May 31, 2026, respectively, with no such expenses in the corresponding periods. Depreciation and amortization increased by $4.9 million and $9.3 million, during the three and nine months ended May 31, 2026, respectively, primarily as a result of the inclusion of new intangible assets from the acquired precast platform. Information technology costs increased by $2.4 million and $8.5 million, during the three and nine months ended May 31, 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.

Previous wording

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 wording

Interest expense increased by $29.3 million and $72.6 million during the three and nine months ended May 31, 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.

Previous 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.

Current wording

Litigation expense related to the Pacific Steel Group ("PSG") litigation of $3.8 million and $11.6 million were recorded during the three and nine months ended May 31, 2026, respectively, compared to $3.8 million and $358.5 million in the three and nine months ended May 31, 2025, respectively. The amount recorded during the three and nine months ended May 31, 2026, 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 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.

Current wording

The effective income tax rates for the three and nine months ended May 31, 2026 were 8.4% and 7.9%, respectively, compared to 24.1% and 21.7% in the corresponding periods. The decrease for the three and nine months ended May 31, 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, with commissioning currently expected during 2026. 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 $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.

Current wording

Adjusted EBITDA increased $73.6 million, or 41%, and increased $314.0 million, or 62%, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. The increases in adjusted EBITDA during the three and nine months ended May 31, 2026, compared to the corresponding periods, were primarily due to expansion in steel products metal margin per ton, which increased 22% and 27%, respectively, offset by increased maintenance costs related to the outages discussed above.

Previous wording

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 wording

Net sales to external customers in our Construction Solutions Group segment increased $197.1 million, or 100%, and increased $381.5 million, or 73%, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. The increase during the three months ended May 31, 2026 was primarily driven by $175.7 million of net sales to external customers due to the acquired precast platform that was not part of the corresponding period results. In addition, during the three months ended May 31, 2026, net sales to external customers from our Tensar division and CMC Construction Services' operations increased $17.6 million and $3.8 million, respectively, compared to the corresponding period, due to higher demand. The increase during the nine months ended May 31, 2026 was also primarily a result of the acquired precast platform which contributed $320.3 million in net sales to external customers that was not part of the corresponding period. This was in addition to $35.3 million and $26.8 million increases in net sales to external customers from our Tensar Division and CMC Construction Services, respectively, compared to the corresponding period, due to higher demand.

Previous 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.

Current wording

Adjusted EBITDA increased $56.5 million, or 138%, during the three months ended May 31, 2026, and increased $103.3 million, or 119%, during the nine months ended May 31, 2026, compared to the corresponding periods. These increases were primarily due to the inclusion of the acquired precast platform which contributed $52.9 million and $86.5 million in the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. In addition, Adjusted EBITDA within our Tensar Division increased by $10.8 million and $28.1 million, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods, due to higher demand as mentioned above.

Previous 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.

Current wording

Net sales to external customers in our Europe Steel Group segment increased $43.6 million, or 18%, and increased $83.9 million, or 13%, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. During the three months ended May 31, 2026, net sales to external customers increased in part due to a 5% increase in the steel products average selling price per ton, which was amplified by a 12% increase in tons shipped, compared to the corresponding period. The increase in tons shipped was primarily due to the EU Carbon Border Adjustment Mechanism ("CBAM") policy which took effect at the start of the calendar year and has improved market conditions for domestic producers. The increase for the nine months ended May 31, 2026, was primarily a result of a 5% increase in the steel products average selling price per ton as well as a 7% 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 nine months ended May 31, 2026, compared to the corresponding period. The effect of foreign currency translation on net sales to external customers was an increase of approximately $12.1 million for the three months ended May 31, 2026 and an increase of approximately $54.9 million for the nine months ended May 31, 2026.

Previous 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.

Current wording

Adjusted EBITDA increased $31.1 million, or 865%, and increased $14.0 million, or 46%, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. Adjusted EBITDA was impacted 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 received $20.4 million in payments from this program during the three months ended May 31, 2026 compared to none in the corresponding period. In addition, steel products metal margins increased by 13% during the three months ended May 31, 2026, compared to the corresponding period. During the nine months ended May 31, 2026, $36.0 million was received through the aforementioned government assistance program, compared to $48.1 million in the nine months ended May 31, 2025. However, this decrease in government assistance was more than offset by steel products metal margin expansion of 14%, during the nine months ended May 31, 2026, compared to the corresponding period. The effect of foreign currency translation on adjusted EBITDA was immaterial for the three and nine months ended May 31, 2026.

Previous wording

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 wording

Corporate and Other adjusted EBITDA loss increased $12.7 million, or 34%, during the three months ended May 31, 2026, and decreased $282.1 million, or 62%, during the nine months ended May 31, 2026, compared to the corresponding periods. The adjusted EBITDA loss includes the recognition of $2.5 million and $36.5 million of acquisition and integration related costs related to the Foley Acquisition and the CP&P Acquisition, during the three and nine months ended May 31, 2026, respectively. Further, variable incentive compensation costs increased by $8.1 million and $24.3 million during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. Additionally, costs related to information technology increased by $2.0 million and $8.1 million, respectively, during the three and nine months ended May 31, 2026, compared to the corresponding periods. This increase was a result of a planned upgrade to our enterprise resource planning system.

Previous 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.

Current wording

The year-over-year increase in expenses described above was offset by a $358.5 million contingent litigation-related loss related to the PSG litigation recognized during the nine months ended May 31, 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 10% of total receivables at February 28, 2026.

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 14% of total receivables at May 31, 2026.

Previous wording

We continually review our capital resources to determine whether we can meet our short and long-term goals. For at least the next twelve months, we anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to maintain operations, make necessary capital expenditures, pay for litigation-related expenses, invest in the development of our fourth micro mill, pay dividends and opportunistically repurchase shares. Additionally, we expect our long-term liquidity position will be sufficient to meet our long-term liquidity needs with cash flows from oper ations 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.

Current wording

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, complete the investment in our fourth micro mill, pay dividends and opportunistically repurchase shares. Additionally, we expect our long-term liquidity position will be sufficient to meet our long-term liquidity needs with cash flows from operations and financing arrangements. However, in the event of changes in business conditions or other developments, including a sustained market deterioration, unanticipated regulatory or legal developments, competitive pressures, or to the extent our liquidity needs prove to be greater than expected or cash generated from operations is less than anticipated, we may need additional liquidity. To the extent we elect to finance our long-term liquidity needs, we believe that the potential financing capital available to us in the future will be sufficient.

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 $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.

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 $550 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 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.

Current wording

During the nine months ended May 31, 2026 and 2025, we repurchased $76.1 million and $148.9 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $128.9 million of shares of CMC common stock at May 31, 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 six months ended February 28, 2026 and 2025, we paid $40.0 million and $41.0 million, respectively, of cash dividends to our stockholders.

Current wording

During the nine months ended May 31, 2026 and 2025, we paid $62.1 million and $61.3 million, respectively, of cash dividends to our stockholders.

Previous wording

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 wording

During the nine months ended May 31, 2026, changes in operating assets and liabilities resulted in a $135.7 million decrease in cash from operating activities, compared to the corresponding period. The decrease was primarily due to a $116.8 million increase in cash used by inventories, reflecting higher materials costs. This was combined with a $109.8 million year-over-year decrease in cash from accounts receivable, primarily driven by increases in selling prices for our products, as well as a $8.6 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 was an $124.4 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.

Previous wording

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 wording

As previously discussed, we purchased Foley and CP&P during the second 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.

Previous wording

Capital expenditures increased $43.7 million year-over-year, primarily driven by the construction of our fourth micro mill, in West Virginia.

Current wording

Capital expenditures increased $110.4 million year-over-year for the nine months ended May 31, 2026, primarily driven by the construction of our fourth micro mill, in West Virginia.

Previous 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.

Current wording

For the nine months ended May 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 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 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.

Current wording

For the nine months ended May 31, 2026, we repurchased $76.1 million of CMC common stock under our share repurchase program, representing a decrease of $72.7 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 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.

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 May 31, 2026, is $170.9 million, and $1.2 billion is due thereafter.

Previous wording

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 wording

As of May 31, 2026, our undiscounted purchase obligations were approximately $780 million due in the next twelve months and $330 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.

Previous wording

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.

Current wording

Of the purchase obligations due within the twelve months following May 31, 2026, approximately 29% were for consumable production inputs, such as alloys, 16% were for the construction of our fourth micro mill, 16% were for commodities and 13% were for capital expenditures in connection with normal business operations. Of the purchase obligations due thereafter, 62% were for commodities and 22% were for investments in information technology. The remainder of the purchase obligations are for goods and services in the normal course of business.

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 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).

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 May 31, 2026, we had committed $46.3 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 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.

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 nine months ended May 31, 2025, the Company reported $358.5 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 nine months ended May 31, 2026, the Company reported $11.6 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 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.

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, 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 CO 2 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. 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," "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.