COMMERCIAL METALS Co

Previous wording

CMC has grown into 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, Emerging Businesses Group and Europe Steel Group. See Part I, Item 1, Business, of this Annual Report for further information regarding our business and reportable segments.

Current wording

Through an extensive manufacturing network primarily located in the United States and Central Europe, with strategic operations in the United Kingdom, Europe and Asia, CMC serves infrastructure, non-residential, residential, industrial and energy markets. While often unseen, CMC’s products are essential to highways, bridges, airports, commercial buildings and other critical structures that support everyday life. Our operations are conducted through three reportable segments: North America Steel Group, Construction Solutions Group and Europe Steel Group. See Part I, Item 1, Business, of this Annual Report for further information regarding our business and reportable segments.

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 the sum of the Company's earnings before interest expense, income taxes, depreciation and amortization expense, impairment expense and 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 Annual Report to conform to the new presentation. We did not revise the comparative analysis of results of operations for 2024 compared to 2023, 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 before interest expense, income taxes, depreciation and amortization expense, impairment expense and unrealized gains and losses on undesignated commodity hedges.

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 melt shop production at this micro mill during 2026.

Current wording

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

Previous wording

In 2023, we entered into an agreement with the West Virginia Economic Development Authority (the "WVEDA") to permanently finance a portion of the costs to construct our fourth micro mill in Berkeley County, West Virginia. As of the date of this Annual Report, we have received $55.0 million in total government assistance from the WVEDA for meeting certain investment thresholds, including $50.0 million received during 2025. These amounts were recognized in the North America Steel Group segment as a reduction to property, plant and equipment, net, in theconsolidated balance sheet as of August 31, 2025. We expect our total investment in the micro mill to be between $550.0 million and $600.0 million, net of $75.0 million in total government assistance expected to be received from the WVEDA. The construction of the micro mill is also expected to qualify for a net federal tax credit under the Inflation Reduction Act of approximately $80 million. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report, for more information.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

We are subject to risks and exposures from the evolving macroeconomic environment, including uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize the economy and other changes in economic conditions, such as an increase in trade tensions and related tariffs with U.S. trading partners. On February 10, 2025, President Trump issued an Executive Order to restore and expand Section 232's 25% tariffs on steel imports from all sources, effective March 12, 2025, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products. Effective June 4, 2025, the tariffs on steel imports were increased to 50% for all countries other than the U.K., which continues to be subject to 25% tariffs.

Current wording

We are subject to risks and exposures from the evolving macroeconomic environment, including uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize economies and other changes in economic conditions, such as an increase in trade tensions and related tariffs with U.S. trading partners. On February 10, 2025, President Trump issued an executive order re-imposing Section 232's 25% tariffs on steel imports from all sources, effective March 12, 2025, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products. Effective June 4, 2025, the tariffs on steel imports were increased to 50% for all countries other than the United Kingdom, which continues to be subject to 25% tariffs.

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

Previous wording

To date, heightened uncertainty has contributed to delays in the awarding of 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 regard 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 (the "OBBBA") was enacted into law, introducing significant amendments to U.S. tax legislation with varying effective dates. Key provisions that impact CMC include the expansion of bonus depreciation, accelerated expensing of research and development costs and revisions to international tax regimes. CMC has incorporated these amendments into its fiscal 2025 tax provision, as applicable, and there was no material impact to our income tax expense or effective tax rate. The Company continues to evaluate the legislation.

Current wording

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

Previous wording

Net sales during 2025 decreased $127.5 million, or 2%, compared to 2024. See discussions below, labeled North America Steel Group, Emerging Businesses Group and Europe Steel Group within the Segment Operating Data section, for further information on our net sales results.

Current wording

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

Previous wording

During 2025, we reported net earnings of $84.7 million, a decrease of $400.8 million, or 83%, compared to 2024. The year-over-year decrease in net earnings was primarily due to an expense of approximately $274 million, net of estimated tax, associated with a contingent litigation-related loss. Additionally, lower earnings from the North America Steel Group, driven by compression in steel and downstream products metal margins, contributed to the decrease in consolidated net earnings. These impacts were partially offset by higher earnings from the Europe Steel Group, primarily due to an increase in both steel products shipment volumes and steel products metal margin, as well as a $9.3 million increase in government assistance received in 2025 versus 2024.

Current wording

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

Previous wording

Litigation expense related to the PSG litigation of $362.3 million was recorded during 2025. The amount recorded includes interest accrued on the judgment amount. For more information about the contingent litigation-related loss, see Note 17, Commitments and Contingencies, in Part II, Item 8 of this Annual Report.

Current wording

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

Previous wording

Our effective income tax rate for 2025 was 21.3% compared to 23.6% for 2024. The year-over-year decrease was primarily driven by a reduction in pre-tax earnings, reflecting the contingent litigation-related loss recorded during 2025 in connection with the PSG litigation. See Note 12, Income Tax, in Part II, Item 8 of this Annual Report for further discussion of our effective tax rate. For more information about the contingent litigation-related loss, see Note 17, Commitments and Contingencies, in Part II, Item 8 of this Annual Report.

Current wording

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

Previous wording

Net sales to external customers in our North America Steel Group segment decreased $225.9 million, or 4%, in 2025 compared to 2024. The decrease in net sales to external customers was primarily due to a decrease in the average selling price per ton for steel products and downstream products of 5% and 9%, respectively, year-over-year, as well as lower shipment volumes for raw materials and downstream products. This decrease was partially offset by increased tons shipped of steel products, supported by resilient construction activity and demand in our end-use markets.

Current wording

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

Previous wording

Net sales to external customers in our Europe Steel Group segment increased $69.8 million, or 8%, in 2025 compared to 2024. This increase was primarily due to a 10% year-over-year increase in steel products shipment volumes, reflecting a modest recovery in construction and industrial activity across key European markets following the slowdown that persisted in 2024. The increase also reflects lower import levels into Poland in 2025 compared to 2024, which supported heightened domestic demand for our products. Higher volumes were partially offset by a 2% reduction in steel products average selling price per ton in 2025 compared to 2024, driven by continued competitive pricing pressure. On average, the U.S. dollar weakened against the Polish zloty in 2025 compared to 2024, resulting in a foreign currency translation benefit of approximately $40 million on net sales to external customers.

Current wording

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

Previous wording

Adjusted EBITDA increased $46.8 million, or 208%, in 2025 compared to 2024, primarily driven by the increase in steel products shipment volumes described above. Also contributing to the improvement in adjusted EBITDA was an expansion in steel products metal margin of $10 per ton, or 4%, in 2025 compared to 2024, due to the reduction in the cost of ferrous scrap utilized per ton outpacing the decline in steel products average selling prices per ton described above. Results in 2025 also benefited from government assistance programs established to offset rising costs of electricity and natural gas, due to the indirect costs of rising carbon emission rights included in energy costs. The government assistance recognized under these programs during 2025 was $78.7 million, compared to $69.4 million in 2024. The effect of foreign currency translation on adjusted EBITDA was immaterial in 2025.

Current wording

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

Previous wording

Our cash flows from operating activities are our principal sources of liquidity and result primarily from sales of products offered by the vertically integrated operations in our North America Steel Group and the Europe Steel Group segments, products and solutions offered by our Emerging Businesses Group segment and related materials and services that support these offerings, as described in Part I, Item 1, Business, of this Annual Report. Historically, our U.S. operations have generated the majority of our cash. At August 31, 2025, cash and cash equivalents of $41.9 million were held by our non-U.S. subsidiaries.

Current wording

Our cash flows from operating activities are our principal sources of liquidity and result primarily from sales of products offered by the vertically integrated operations in our North America Steel Group and the Europe Steel Group segments, and products and solutions offered by our Construction Solutions Group segment and related materials and services, as described in Part I, Item 1, Business, of this Annual Report. Historically, our U.S. operations have generated the majority of our cash. At August 31, 2026, cash and cash equivalents of $30.9 million were held by our non-U.S. subsidiaries.

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 15% of total receivables as of August 31, 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 13% of total receivables at August 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, significant acquisitions, 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, 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.

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

Previous wording

During 2025, 2024 and 2023, we repurchased $198.8 million, $182.9 million and $101.4 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $205.0 million of shares of CMC common stock as of August 31, 2025. See Note 15, Capital Stock, in Part II, Item 8, of this Annual Report for more information on the share repurchase program.

Current wording

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

Previous wording

In March 2024, our Board authorized a $0.02 increase to the quarterly cash dividend, raising it to $0.18 per share of CMC common stock. This increased dividend was paid during the third and fourth quarters of 2024 and throughout the year ended August 31, 2025. By comparison, a quarterly cash dividend of $0.16 per share of CMC common stock was paid during the first and second quarters of 2024. On October 15, 2025, our Board declared CMC's 244th quarterly cash dividend. The dividend was declared at $0.18 per share of CMC common stock, and is payable on November 13, 2025 to stockholders of record as of the close of business on October 30, 2025. During 2025, 2024 and 2023, we paid $81.4 million, $78.9 million and $74.9 million, respectively, of cash dividends to our stockholders.

Current wording

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

Previous wording

As described in Note 17, Commitments and Contingencies, in Part II, Item 8 of this Annual Report, on November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the Northern District Court, in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG will also be 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. Nonetheless, unless the verdict and judgment are overturned or the judgment is significantly reduced, the losses incurred in connection with this litigation would have a material adverse effect on our liquidity and financial condition.

Current wording

As described in Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report, on November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the U.S. District Court for California (the "Northern District Court"), in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG is also entitled to petition for and recover its attorneys' fees, costs and post-judgment interest. We are confident that we conducted our business appropriately and intend to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned. Unless the verdict and judgment are overturned or the judgment is significantly reduced, the cash payments incurred in connection with this litigation could have a significant impact on our liquidity.

Previous wording

For the year ended August 31, 2025, capital expenditures increased $78.6 million year-over-year, primarily driven by the construction of our fourth micro mill. This was partially offset by $50.0 million in government assistance received in 2025 pursuant to an agreement with the WVEDA. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report for more information about the government assistance received during 2025 in connection with the construction of our fourth micro mill.

Current wording

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

Previous wording

For the year ended August 31, 2025 we repurchased $198.8 million of CMC common stock under our share repurchase program, an increase of $15.9 million compared to 2024. See Note 15, Capital Stock, in Part II, Item 8 of this Annual Report, for more information on the share repurchase program.

Current wording

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

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 II, Item 8 of this Annual Report for more information regarding scheduled maturities of our long-term debt. See Note 7, Leases, in Part II, Item 8 of this Annual Report for additional information on leases. Interest payable on our long-term debt was $49.7 million due in the twelve months following August 31, 2025 and $342.3 million due thereafter. Additionally, we have a U.S. federal repatriation tax obligation resulting from the repatriation tax provisions of the Tax Cuts and Jobs Act ("TCJA"), of which the remaining $6.9 million is due in the twelve months following August 31, 2025.

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

Previous wording

As of August 31, 2025, our undiscounted purchase obligations were approximately $720 million due in the next twelve months and $370 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 August 31, 2026, our undiscounted purchase obligations were approximately $630 million due in the next twelve months and $320 million due thereafter under purchase orders and "take or pay" arrangements. These purchase obligations include all enforceable, legally binding agreements to purchase goods or services that specify all significant terms, regardless of the duration of the agreement, and exclude agreements with variable terms for which we are unable to estimate the minimum amounts. The "take or pay" arrangements are multi-year commitments with minimum annual purchase requirements and are entered into primarily for purchases of commodities used in operations such as electrodes and natural gas.

Previous wording

Of the purchase obligations due within the twelve months following August 31, 2025, approximately 24% were for consumable production inputs, such as alloys, 23% were for the construction of our fourth micro mill, 15% were for commodities and 14% were for capital expenditures in connection with normal business operations. Of the purchase obligations due thereafter, 55% were for commodities, 15% were for the construction of our fourth micro mill and 14% 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 August 31, 2026, approximately 26% were for consumable production inputs, such as alloys, 18% were for commodities, 12% were for capital expenditures in connection with normal business operations, and 11% were for the completion and ramp-up of our fourth micro mill. Of the purchase obligations due thereafter, 61% were for commodities and 24% were for investments in information technology. The remainder of the purchase obligations were for goods and services in the normal course of business.

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 August 31, 2025, we had committed $38.5 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report).

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

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 year ended August 31, 2025, the Company reported $362.3 million of litigation expense in the consolidated statement of earnings, which amount 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. This amount was classified as a current liability in the consolidated balance sheet as of August 31, 2025 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 17, Commitments and Contingencies, in Part II, Item 8 of this Annual Report 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 year ended August 31, 2025, the Company reported $362.3 million of litigation expense in the consolidated statement of earnings, which represents the Company's estimate based on its understanding of the PSG judgment, PSG's attorneys' fees and other related costs, including post-judgment interest for the period. In the year ended August 31, 2026, the Company reported $15.4 million of litigation expense in the consolidated statement of earnings, which amount primarily represents the Company's estimate of post-judgment interest on the PSG judgment for the period. These amounts were classified as current liabilities in the consolidated balance sheets because the timing of the potential payment is uncertain. We evaluate the measurement of recorded liabilities each reporting period based on the current facts and circumstances specific to each matter. The ultimate losses incurred upon final resolution of litigation-related loss contingencies may differ materially from the estimated liability recorded at a particular balance sheet date. Changes in estimates are recorded in earnings in the period in which such changes occur. See Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report for more information on pending litigation and other matters.

Previous wording

We incurred environmental expenses of $58.4 million, $54.9 million and $49.3 million for 2025, 2024 and 2023, respectively. The expenses included the cost of disposal, environmental personnel at various divisions, permit and license fees, accruals and payments for studies, tests, assessments, remediation, consultant fees, baghouse dust removal and various other expenses. In addition, during 2025, we spent $4.7 million in capital expenditures related to costs directly associated with environmental compliance. Our accrued environmental liabilities were $3.4 million as of August 31, 2025 and 2024, of which $1.9 million were classified as other noncurrent liabilities within the consolidated balance sheets as of August 31, 2025 and 2024.

Current wording

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

Previous wording

Based on currently available information, which is in many cases preliminary and incomplete, we had immaterial amounts accrued as of both August 31, 2025 and 2024, in connection with CERCLA sites. We have accrued for these liabilities based upon our best estimates. The amounts paid and the expenses incurred on these sites for 2025, 2024 and 2023 were not material. Historically, the amounts that we have ultimately paid for such remediation activities have not been material.

Current wording

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

Previous wording

We periodically assess the likelihood of realizing our deferred tax assets and maintain a valuation allowance to reduce certain deferred tax assets to amounts that we believe are more likely than not to be realized. We base our judgment of the recoverability of our deferred tax assets primarily on historical earnings, our estimate of current and expected future earnings, prudent and feasible tax planning strategies and current and future ownership changes. At August 31, 2025 and 2024, we had valuation allowances of $253.2 million and $256.8 million, respectively, against our deferred tax assets. Of these amounts, $12.1 million and $10.0 million at August 31, 2025 and 2024, respectively, relate to net operating loss and credit carryforwards in certain state jurisdictions that are subject to estimation. The remaining valuation allowance primarily relates to net operating loss carryforwards in certain foreign jurisdictions, which the Company does not expect to realize.

Current wording

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

Previous wording

The Company accounts for business combinations under the acquisition method of accounting, which requires assets acquired and liabilities assumed to be recorded at their estimated fair value at the date of acquisition. The fair value is estimated by the Company using valuation techniques and Level 3 inputs, including expected future cash flows and discount rates. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions. See Note 2, Changes in Business, in Part II, Item 8 of this Annual Report for more information about the Company's prior acquisitions. See Note 20, Subsequent Events, in Part II, Item 8 of this Annual Report for information regarding the Company's pending acquisitions.

Current wording

The Company accounts for business combinations under the acquisition method of accounting, which requires assets acquired and liabilities assumed to be recorded at their estimated fair value at the date of acquisition. The fair value is estimated by the Company using valuation techniques and Level 3 inputs, including expected future cash flows and discount rates. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions. See Note 2, Acquisitions, in Part II, Item 8 of this Annual Report for more information about the Company's acquisitions.

Previous wording

For 2025 and 2024, the annual goodwill impairment analyses did not result in impairment charges. As of the 2025 annual impairment test date, the Company had goodwill of $386.5 million related to three reporting units within the North America Steel Group segment, five reporting units within the Emerging Businesses Group segment and one reporting unit within the Europe Steel Group segment. Seven reporting units, which, as of the 2025 annual impairment test date, comprised $45.7 million of goodwill within the North America Steel Group segment, $70.3 million of goodwill within the Emerging Businesses Group segment and $4.3 million of goodwill within the Europe Steel Group segment, were assessed for impairment using a qualitative approach. Management determined it was more likely than not that the fair values of the reporting units which were assessed using a qualitative approach exceeded their respective carrying values.

Current wording

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

Previous wording

The remaining two reporting units, one within the North America Steel Group segment and one within the Emerging Businesses Group segment, were tested for impairment using a quantitative approach. The fair value of the reporting unit within the North America Steel Group segment with $71.7 million of goodwill as of the 2025 annual impairment test date exceeded its carrying value by greater than 50%. The fair value of the reporting unit within the Emerging Businesses Group segment with $194.5 million of goodwill as of the 2025 annual impairment test date exceeded its carrying value by greater than 15%. The difference in the value of goodwill between the 2025 annual impairment test date and August 31, 2025 was due to foreign currency translation adjustments.

Current wording

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

Previous wording

As of the 2025 annual impairment test date, the Company had $57.9 million of other indefinite-lived intangible assets within the Emerging Businesses Group segment, of which $54.7 million were tested for impairment using a quantitative approach. To perform the quantitative impairment tests, the Company used an income approach to calculate the fair value of each intangible asset using a relief from royalty method. Significant inputs to measure the fair value of the indefinite-lived intangible assets included projected revenue growth rates, royalty rates and discount rates. The fair values of the indefinite-lived intangible assets exceeded their carrying values by approximately 10%. The difference in the value of indefinite-lived intangible assets between the 2025 annual impairment test date and August 31, 2025 was due to foreign currency translation adjustments. Based on the

Current wording

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

Previous wording

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

Current wording

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

Previous wording

This Annual Report contains "forward-looking statements" within the meaning of the federal securities laws. The statements in this report that are not historical statements are forward-looking statements and address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related to the proposed acquisitions of CP&P and Foley and the timing thereof, the ability to obtain regulatory approvals and meet other closing conditions for the proposed acquisitions, the expected benefits of the proposed acquisitions, 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 Emerging Businesses 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. 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 Annual Report contains "forward-looking statements" within the meaning of the federal securities laws. The statements in this report that are not historical statements are forward-looking statements and address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related to the expected performance of our recently acquired precast platform, general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, backlog volumes, the ability to operate our steel mills at full capacity, particularly during periods of domestic mill start-ups, the future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our Construction Solutions Group segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, the effects of CBAM and other EU trade measures on European demand and pricing, capital expenditures, tax credits, the timing, amount and recurrence of 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. 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.