COMMERCIAL METALS Co

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

Voting

Stockholders as of the close of business on the record date are entitled to vote. Each share of common stock entitles the holder thereof to one vote for each director to be elected and one vote for each of the other matters to be voted upon.

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Significant Developments

Fiscal year 2025 marked a pivotal chapter in our journey—one defined by bold execution of our strategy and a relentless focus on building a stronger, more resilient company. Our strategic vision is centered on driving sustainable improvements to margins, earnings, cash flow, and returns on capital, while reducing volatility across our business. We are executing this vision through three interconnected paths: investing in our people and pursuing excellence, delivering value-accretive organic growth, and enhancing our capabilities with strategically aligned inorganic growth.

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In fiscal year 2025, we continued our focus on implementing our Transform, Advance, and Grow (“TAG”) operational and commercial excellence program, which exceeded anticipated targeted EBITDA benefits. The Company is executing on initiatives with annual run-rate EBITDA expected to exceed $150 million by the end of fiscal 20261.

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After fiscal year end, in September 2025, the Company entered into a definitive agreement to acquire Concrete Pipe & Precast, LLC (“CP&P”), a leading supplier of precast concrete solutions to the United States (“U.S.”) Mid-Atlantic and South Atlantic regions. The CP&P acquisition will expand the Company’s portfolio of value-added early-stage construction solutions into a fragmented industry with strong margin characteristics. The Company anticipates CP&P will strengthen its core business and adds a complementary earnings driver with higher, more stable margin characteristics. The acquisition is expected to close in December 2025.

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After fiscal year end, in October 2025, the Company entered into a definitive agreement to acquire Foley Products Company, LLC (“Foley”), a leading provider of precast concrete products and reinforced concrete pipe to the U.S. Southeastern and Western regions. The Foley acquisition will create immediate scale for the Company’s precast platform while adding a business with industry-leading margins to the Company’s portfolio of early-stage construction solutions. The acquisition is expected to close in December 2025.

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In July 2025, the Company implemented changes to its North America Steel Group segment structure and reorganized the segment into three lines of business. The new lines of business structure is designed to improve speed of execution across our operations, enhance customer service, align organic growth strategies, and increase the consistency of our processes across the Company.

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In August 2025, the Company launched SynERGy, a women’s employee resource group dedicated to empowering women across the Company by fostering growth, visibility, and advancement. SynERGy serves as a community where women and allies can come together to connect, learn, and thrive through networking events, skill-building workshops, and mentorship opportunities.

1 We have not reconciled the forward-looking estimates of TAG-related EBITDA benefits to comparable GAAP measures because applicable information for future periods, on which these reconciliations would be based, is not readily available due to uncertainty regarding, and the potential variability of metal margins, U.S. trade policy, cost levels of key production inputs, construction activity and related product demand, etc. Accordingly, reconciliations of the forward-looking estimates of TAG-related EBITDA benefits to net earnings are not available at this time without unreasonable effort. Benefit estimates are based on the value of changes to key margin, cost, or efficiency drivers achieved through the TAG program as compared to a baseline fiscal 2024 starting point.

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Fiscal Year 2025 Highlights

(1)

“Core EBITDA” is a non-GAAP measure. Please refer to Appendix A for more information.

(2)

On January 10, 2024, the Board authorized an increase of CMC’s share repurchase program to an aggregate of $850 million, up from the $350 million authorized by the Board in October 2021. Approximately $40 million of capacity was remaining under the program prior to the increase.

(3)

Benefit estimates are based on the value of changes to key margin, cost, or efficiency drivers achieved through the TAG program as compared to a baseline fiscal 2024 starting point.

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Director Nominee Highlights

Continuing Director Highlights

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Current Board Highlights

Board Skills, Experience & Diversity Matrix

The skills and experiences set forth below are critical to the Board’s ability to provide effective oversight of the Company and are directly relevant to the Company’s business. Our Board currently consists of ten directors with four directors in Class I and three directors in each of Class II and Class III. Ms. Raiss is included in the matrix below, but has decided to retire as a director of the Company and not stand for re-election upon expiration of her current term at the Annual Meeting. The Board has determined not to fill the vacancy that will occur as a result of Ms. Raiss’s retirement, and as a result, effective at the Annual Meeting, the number of Board members will be reduced from ten to nine persons.

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Board Refreshment since 2021 The Nominating and Corporate Governance Committee’s work on director succession and refreshment has resulted in six new directors being added to our Board since 2021. This intentional and planned approach has resulted in a mix of skills, experience, tenure, and diversity that promotes and supports the Company’s long-term growth strategy.

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Governance Highlights

Executive Compensation Advisory Vote

We are asking stockholders to approve, on a non-binding advisory basis, our named executive officer (“NEO”) compensation as described in this proxy statement. Our Board recommends a FOR vote because it believes that our compensation policies and practices are reasonable, competitive, and highly focused on pay-for-performance principles, as described in more detail in Proposal 3 on page 83.

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Aligning Pay and Performance

The Compensation Committee of our Board (the “Compensation Committee”) designs compensation programs to align the actions of our NEOs with the long-term interests of our stockholders based on the fundamental philosophy to pay for performance.

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Performance-based stock units (“PSUs”): Cumulative Adjusted EBITDA (Comp) and relative total stockholder return (“TSR”) performance for the three-year period ending in fiscal year 2025 were below target, resulting in below target payouts.

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Annual Cash Incentive Plan: Financial results in fiscal year 2025 resulted in slightly below target payouts.

(1)

Adjusted EBITDA for Compensation Purposes (“Adjusted EBITDA (Comp)”) is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information.

(2)

Relative Total Stockholder Return (“Relative TSR”) performance and PSU payouts are for the three-year period ended August 31, 2025.

(3)

As used in this proxy statement, “Adjusted Earnings (Comp)” means adjusted earnings from continuing operations for compensation purposes. Adjusted Earnings (Comp) is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information.

(4)

Return on Invested Capital for Compensation Purposes (“ROICC”) is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information.

Elements of Target 2025 Compensation

The Compensation Committee designs compensation programs to align the actions of our NEOs with the long-term interests of our stockholders based on the fundamental philosophy to pay for performance. As illustrated below, for fiscal year 2025, approximately 86% of the targeted annual compensation for the CEO and, on average, 74% of the targeted annual compensation for our other NEOs was variable or “at risk” and tied to CMC’s performance.

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Compensation Governance Practices

The following are highlights of CMC’s compensation governance framework, which the Compensation Committee believes reinforces our pay-for-performance philosophy:

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