Commercial Metals (NYSE: CMC) outlines $1.84B Foley acquisition and debt

Rhea-AI Filing Summary

Commercial Metals Company filed an amended report to add detailed historical and pro forma financial information related to its acquisition of Foley Products Company, LLC. CMC bought Foley for $1.84 billion in cash and did not assume Foley’s debt.

Foley generated $401.1 million in net sales and $126.0 million in net income for the year ended December 31, 2024, and $327.0 million in net sales with $100.3 million in net income for the nine months ended September 30, 2025.

To fund the deal, CMC issued two unsecured note tranches totaling $2.0 billion, with 5.750% notes due 2033 and 6.000% notes due 2035. Pro forma for the transaction, combined net sales for the year ended August 31, 2025 were $8.23 billion and net earnings were $83.3 million, reflecting higher interest expense from the new debt.

Insights

M&A and capital structure analyst

CMC adds a profitable concrete products platform, funded with substantial new senior notes.

Commercial Metals Company completed the $1.84 billion Foley acquisition, adding a business that produced $428.9 million in combined twelve‑month net sales and strong profitability. Foley’s concrete pipe and precast operations broaden CMC’s exposure to U.S. construction end‑markets.

To finance the deal, CMC issued two senior note tranches totaling $2.0 billion, at coupons of 5.750% and 6.000%, which materially increase annual interest expense. Pro forma results for the year ended August 31, 2025 show net earnings of $83.3 million after incorporating these financing costs.

The filing also introduces significant preliminary purchase‑price allocations, including $193.9 million of identifiable intangibles and about $1.31 billion of goodwill. Future disclosures in CMC’s periodic filings may refine these fair‑value estimates and clarify how Foley’s margins and leverage trends affect consolidated performance.

COMMERCIAL METALS Co true 0000022444 0000022444 2025-12-15 2025-12-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 15, 2025

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-4304		75-0725338
(Commission File Number)		(IRS Employer Identification No.)

6565 N. MacArthur Blvd. Irving, Texas		75039
(Address of Principal Executive Offices)		(Zip Code)

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value		CMC		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On December 15, 2025, Commercial Metals Company (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the completion of the Company’s acquisition of all the issued and outstanding equity securities of the entities that own Foley Products Company, LLC (“Foley” and such transaction, the “Acquisition”).

This Current Report on Form 8-K/A (this “Amendment”) amends the Original Form 8-K to provide the historical financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which were omitted from the Original Form 8-K as permitted by paragraphs (a)(3) and (b)(2) of Item 9.01 of Form 8-K.

The presentation of the Target Financial Statements (as defined below), including the level of detail provided therein, is not necessarily indicative of how the Company intends to present its financial results in the future. The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had it completed the Acquisition prior to the periods presented in the pro forma financial information, and it is not intended as a projection of the future results of operations that the Company may achieve after the Acquisition. No other amendments are being made to the Original Form 8-K by this Amendment. This Amendment should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Acquisition.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired

The (i) audited consolidated financial statements of Foley and accompanying notes related thereto as of and for the year ended December 31, 2024 are filed herewith as Exhibit 99.1 and (ii) unaudited consolidated financial statements of Foley for the nine months ended September 30, 2025 are filed herewith as Exhibit 99.2 (together, the “Target Financial Statements”).

(b) Pro forma financial information

The unaudited pro forma condensed combined balance sheet of the Company as of August 31, 2025, the unaudited pro forma condensed combined statement of earnings for the fiscal year ended August 31, 2025 and the accompanying notes related thereto are filed herewith as Exhibit 99.3 and are incorporated by reference herein.

(d)		Exhibits
23.1		Consent of Grant Thornton LLP, Independent Certified Public Accountants.
99.1		Audited consolidated financial statements of Foley Products Company, LLC and accompanying notes related thereto as of and for the year ended December 31, 2024.
99.2		Unaudited interim consolidated financial statements of Foley Products Company, LLC and accompanying notes related thereto as of and for the nine months ended September 30, 2025.
99.3		Unaudited pro forma condensed combined financial information of Commercial Metals Company and accompanying notes related thereto as of and for the fiscal year ended August 31, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				COMMERCIAL METALS COMPANY
Date: February 19, 2026				By:		/s/ Paul J. Lawrence
				Name:		Paul J. Lawrence
				Title:		Senior Vice President and Chief Financial Officer

Exhibit 99.1

FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEAR ENDED

DECEMBER 31, 2024

TABLE OF CONTENTS

Report of Independent Certified Public Accountants			1
Consolidated Financial Statements:
Consolidated Balance Sheet			3
Consolidated Statement of Income			4
Consolidated Statement of Member’s Equity			5
Consolidated Statement of Cash Flows			6
Notes to the Consolidated Financial Statements			7

GRANT THORNTON LLP 1100 Peachtree St NE, Suite 1400 Atlanta, GA 30309 D  +1 404 330 2000 F  +1 404 475 0107		REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
		Board of Directors and Member Foley Products Company, LLC Opinion We have audited the consolidated financial statements of Foley Products Company, LLC (a Delaware limited liability company) and subsidiary (the “Company”), which comprise the consolidated balance sheet as of December 31, 2024, and the related consolidated statement of income, member’s equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for opinion We conducted our audit of the consolidated financial statements in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of management for the financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.

  GT.COM   Grant Thornton LLP is a U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with US GAAS, we:

•   Exercise professional judgment and maintain professional skepticism throughout the audit.

•   Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•   Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•   Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•   Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Grant Thornton LLP

Atlanta, Georgia

February 11, 2026

FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31,

		2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	70,621,846
Receivables, net			52,023,838
Inventories			29,816,178
Other current assets			1,573,341
Total current assets			154,035,203
NON-CURRENT ASSETS:
Property, plant and equipment, net			112,969,383
Operating lease right-of-use assets, net			3,978,630
Goodwill			7,125,152
Intangible assets, net			17,505,629
Other non-current assets			139,533
Total non-current assets			141,718,327
Total assets		$	295,753,530
LIABILITIES AND MEMBER’S EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable		$	10,515,370
Other current liabilities			6,657,970
Operating lease liabilities, current			291,348
Finance lease liabilities, current			50,429
Long-term debt, current			3,700,000
Total current liabilities			21,215,117
NON-CURRENT LIABILITIES
Operating lease liabilities, non-current			3,733,850
Finance lease liabilities, non-current			69,020
Other non-current liabilities			422,702
Long-term debt, net of current maturities			251,827,733
Total non-current liabilities			256,053,305
Total liabilities			277,268,422
MEMBER’S EQUITY
Total member’s equity			18,485,108
Total liabilities and member’s equity		$	295,753,530

See Notes to the Consolidated Financial Statements.

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FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31,

		2024
Net sales		$	401,069,806
Cost of sales			216,825,100
Gross profit on sales			184,244,706
Operating expenses:
Selling, general & administrative expenses			28,582,172
Depreciation & amortization			2,133,052
Total operating expenses			30,715,224
Net operating income			153,529,482
Other income (loss):
Interest expense			(28,661,201	)
Other income, net			1,132,206
Total other loss, net			(27,528,995	)
Net income		$	126,000,487

See Notes to the Consolidated Financial Statements.

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FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENT OF MEMBER’S EQUITY

		Total Member’s Equity
Balance, January 1, 2024		$	(39,823,105	)
Share-based compensation expense			2,884,964
Net income			126,000,487
Distributions			(70,577,238	)
Balance, December 31, 2024		$	18,485,108

See Notes to the Consolidated Financial Statements.

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FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31,

		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	126,000,487
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation & amortization expense			14,293,020
Gain on disposal of property, plant and equipment			(56,411	)
Amortization of debt discount and issuance costs			2,081,238
Share-based compensation expense			2,884,964
Recoveries for expected credit losses			(449,073	)
Changes in:
Accounts receivable			(4,208,187	)
Inventories			5,363,261
Accounts payable			2,579,397
Other current assets / liabilities			(1,925,749	)
Other changes in long-term assets / liabilities			97,281
Total adjustments			20,659,741
Net cash provided by operating activities			146,660,228
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of property and equipment			59,498
Acquisition of property and equipment			(9,059,065	)
Acquisition of intangible assets			—
Acquisition of businesses			—
Net cash used in investing activities			(8,999,567	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on term loan			(18,700,000	)
Principal payment of financing leases			(57,428	)
Distributions paid			(70,577,238	)
Net cash used in by financing activities			(89,334,666	)
Net increase in cash and cash equivalents			48,325,995
Cash and cash equivalents at beginning of year			22,295,851
Cash and cash equivalents at end of year		$	70,621,846
SUPPLEMENTAL DISCLOSURES:
Cash interest paid		$	(27,786,176	)

See Notes to the Consolidated Financial Statements.

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FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

NOTE 1: Nature of Operations

The primary business of Foley Products Company, LLC (the “Company”), headquartered in Newnan, Georgia, is the manufacture and sale of concrete pipe and precast products in the United States.

NOTE 2: Summary of Significant Accounting Policies

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its sole subsidiary Spartan Concrete, Inc.

Use of Estimates – The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) which requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management estimates, judgments, and assumptions are continually evaluated based on available information and experience; however, actual amounts could differ from those estimates. Estimates are used for, but not limited to, useful lives of property and equipment, commitments and contingencies, valuation and impairment of goodwill and intangibles, sales returns and allowances, and inventory valuation.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand and amounts on deposit with banks. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Fair Value Measurements – The guidance for fair value measurements establishes the authoritative definition for fair value, sets out a framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 that are either directly or indirectly observable.

Level 3: Unobservable inputs developed using the Company’s estimates and assumptions which reflect those that market participants would use.

Accounts Receivable – Accounts receivable are uncollateralized customer obligations due under normal trade terms generally requiring payment within 30 days from the invoice date. The Company determines its allowance for expected credit losses by considering a number of factors including the length of time trade accounts receivable are past due, application of the specific identification method, the customer’s current ability to pay its obligation to the Company, the Company’s previous loss history, and the condition of the industry and general economy as a whole.

Concentration of Credit Risk – The Company sells concrete products to customers primarily operating in the construction industry and located in the United States. The Company’s credit losses are provided for in the financial statements and have consistently been within management’s expectations. Other financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. Such amounts may exceed federally insured limits. The Company reduces credit risk by depositing its cash with major credit worthy financial institutions within the United States. To date, the Company has not experienced any losses on its cash deposits. As of December 31, 2024 no one customer held a concentration in total receivables or revenues.

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FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

Inventories – Inventories are stated at the lower of cost or net realizable value, with cost being determined by the first-in, first-out method.

Property, plant, and equipment – Property, plant and equipment are stated at cost, or fair market value if acquired through acquisition. Major renewals and betterments are charged to the property accounts while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective assets, are charged to operations. The Company follows the policy of providing for depreciation by charging against income amounts sufficient to amortize the cost of property and equipment over their estimated useful lives. Depreciation is computed on the straight-line method principally as follows: 15-40 years for land improvements, buildings and improvements and 3-20 years for equipment.

Construction in progress is recorded at cost, and includes site development costs, development costs, and acquisition costs of the property under construction.

Acquisitions – The Company allocates the cost of an acquired business to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. The Company generally allocates the purchase price based on either the income or the market approach, utilizing prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets or liabilities, as well as historical experience. Any remaining cost in excess of the identifiable tangible and intangible net assets acquired is recorded as goodwill.

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

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

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FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

For the year ended December 31, 2024 there were no events or circumstances that triggered an impairment review.

Sales Revenues – The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized in accordance with a five-step revenue model, as follows:

(i) identify the contract with the customer.

(ii) identify the performance obligations in the contract.

(iii) determine the transaction price.

(iv) allocate the transaction price to the performance obligations.

(v) recognize revenue when the entity satisfies each performance obligation.

The Company recognizes revenues when the requisite performance obligation has been met, that is, when the Company transfers control of its products to customers, which depending on the terms of the underlying contract, is generally upon delivery. The Company’s contracts are short-term in nature, generally not exceeding 12 months, with payment terms varying by the type and location of products or services offered; however, the period between invoicing and when payment is due is not significant.

Sales Taxes – Taxes imposed on sales by the states in which the Company operates are offset against sales, and the net amount is reported in revenue.

Shipping and Handling Costs – The Company recognized shipping and handling costs of $37,546,438 which is recorded in cost of sales in the statement of income for the year ended December 31, 2024.

Advertising – Advertising costs are expensed as incurred. The Company recognized $1,740 of advertising costs in the statement of income for the year ended December 31, 2024.

Share-Based Compensation – The Company accounts for share-based compensation under ASC 718, Stock Compensation (“ASC 718”). ASC 718 addresses the accounting for transactions in which an entity obtains services in share-based payment transactions and requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The Company ratably expenses, over the vesting period, the fair value of the award at the date of grant. Please see further discussion in Note 12.

Derivatives – The Company’s derivative financial instruments are accounted for under the provisions of ASC 815, Derivatives and Hedging (“ASC 815”). In accordance with ASC 815, the Company measures all derivatives at fair value and recognizes them in the consolidated balance sheet as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.

As further described in Note 8, on the date the derivative instrument was entered into, the Company did not designate the derivative as a hedge. Changes in the fair value of a derivative that is not designated as a hedge are recorded in Interest Expense.

Income Taxes – The Company qualifies as a disregarded entity for federal and state income tax purposes. Therefore, no provision for current or deferred income taxes has been included in the accompanying consolidated financial statements since each member’s share of income or loss is reported on their respective income tax returns.

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FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

US GAAP requires management to evaluate positions taken by the Company and recognize a tax liability if the Company has taken an uncertain tax position that more likely than not would not be sustained upon examination by the Internal Revenue Service or state or local taxing authorities. Management has analyzed the tax positions taken by the Company and has concluded that as of December 31, 2024 there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the consolidated financial statements. The Company is subject to routine audits by taxing jurisdictions.

Leases – Leases are recognized under ASC 842, Leases (“ASC 842”). The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. All leases greater than 12 months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Please see further discussion in Note 10.

NOTE 3: Receivables, Net

Components of receivables, net are as follows at December 31:

		2024
Trade receivables		$	52,413,792
Other receivables			10,046
Total receivables			52,423,838
Less: Allowance for expected credit losses			(400,000	)
Receivables, net		$	52,023,838

NOTE 4: Inventories

Components of inventories are as follows at December 31:

		2024
Finished products		$	16,288,517
Purchased products for resale			2,080,476
Raw materials			11,447,185
Inventories		$	29,816,178

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FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

NOTE 5: Property, Plant and Equipment, Net

Components of property, plant and equipment are as follows at December 31:

		2024
Land and land improvements		$	47,630,963
Buildings and improvements			43,137,525
Equipment			101,530,666
Construction-in-progress			2,085,188
Financing lease right-of-use assets			5,489,441
Total property, plant and equipment			199,873,783
Less: accumulated depreciation & amortization			(86,904,400	)
Net property, plant and equipment		$	112,969,383

For the year ended December 31, 2024 the Company recognized depreciation expense related to property, plant and equipment of $12,164,826. $12,159,970 of depreciation expense is recorded in cost of sales with the remainder recorded in depreciation & amortization in the statement of income.

NOTE 6: Intangible assets, net

Components of intangible assets, net are as follows:

December 31, 2024		Useful life (yrs)				Gross asset				Accumulated amortization				Net
StormPrism™			15			$	3,584,392			$	(298,699	)		$	3,285,693
Customer relationships			10				18,892,352				(4,672,416	)			14,219,936
Total						$	22,476,744			$	(4,971,115	)		$	17,505,629

On September 21, 2023, the Company acquired from Pre-con Products the entire worldwide rights, title, and interest in and to the covered intellectual property of StormPrism^™ with related patents and trademarks. StormPrism^™ is an innovative underground stormwater storage system. It provides a way to store large volumes of captured stormwater underground in a more efficient and safe manner than other products in the market. The intangible assets acquired are valued based on a $3,000,000 upfront payment and the net present value of annual $100,000 future payments through 2030. The net present value of payments due in 2025 of $96,328 are recorded under other current liabilities, and the net present value of payments due in 2026 to 2030 of $422,702 are recorded under other non-current liabilities.

For the year ended December 31, 2024 the Company recognized amortization expense related to intangible assets of $2,128,194 in the statement of income.

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FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

Future expected amortization of intangible assets as of December 31, 2024, is as follows:

2025		$	2,128,194
2026			2,128,194
2027			2,128,194
2028			2,128,194
2029			2,128,194
Thereafter			6,864,659
Total		$	17,505,629

NOTE 7: Related-Party Transactions

Fees of $1,549,895 were paid to The Concrete Company (“TCC”) for the year ended December 31, 2024 which represents the management services utilized by the Company and provided by TCC under a management services agreement.

The Company carries out transactions with TCC and various entities under common control of TCC in the normal course of business. During the year ended December 31, 2024 the Company made payments for purchases of inventories and services from affiliates under common control of $623,599.

NOTE 8: Long-Term Debt

Long-term debt is summarized as follows:

		2024
Term loan		$	263,852,688
Less:
Current maturities			(3,700,000	)
Unamortized debt discount and issuance costs			(8,324,955	)
Long-term debt, net of current maturities		$	251,827,733

On December 29, 2021, the Company entered into a term loan (the “Term Loan”) with a bank, collateralized with certain assets. The Term Loan requires quarterly principal payments of $925,000 and monthly interest-only payments at 4.90% plus the Secured Overnight Financing Rate (SOFR) (4.60% at December 31, 2024). The Term Loan matures on December 29, 2028.

On October 9, 2024, the Company entered into an interest rate cap agreement with a notional amount of $100,000,000 of Term Loan debt which limits SOFR to 4.00%. The termination date is December 31, 2026. For the year ended December 31, 2024, the Company did not record any mark-to-market adjustments as they were immaterial.

The effective interest rates at December 31, 2024 was 9.91%.

On December 29, 2021, the Company also entered into a $35 million revolving credit facility agreement with a bank (the “Revolver”), which carries interest at 4.90% plus SOFR (4.60% at December 31, 2024) and is payable quarterly once incurred. The full amount of the Revolver was available for use as of December 31, 2024. The Company pays a commitment fee of 0.5% on the unused portion of the Revolver. Interest is payable quarterly as incurred. The Revolver is secured by the assets of the Company and matures December 29, 2026.

The Term Loan and the Revolver agreements are subject to certain financial covenants, and as of December 31, 2024, the Company was in compliance with those covenants.

- 12 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

Maturities of long-term debt for each of the next four years are as follows:

Current maturities
2025		$	3,700,000
2026			3,700,000
2027			3,700,000
2028			252,752,688
Total		$	263,852,688
Debt discount and issuance costs consists of:
		2024
Debt discount and issuance costs		$	14,557,225
Less: Accumulated amortization			(6,232,270	)
Unamortized debt discount and issuance net costs,		$	8,324,955

NOTE 9: Commitments and Contingencies

The Company is subject to various claims and lawsuits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of these matters will not have a material effect on the consolidated financial statements of the Company.

NOTE 10: Leases

Leases are categorized at their commencement date, which is the date the Company takes possession or control of the underlying asset, and it determines if an arrangement is a lease at inception of the contract, as either financing or operating. The Company has both operating and finance leases for buildings, land, and equipment.

Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised.

- 13 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

The following table presents supplemental balance sheet information related to leases:

Operating Leases		2024
Right-of-use asset - operating		$	3,978,630
Current operating lease liabilities			291,348
Noncurrent operating lease liabilities			3,733,850
Total operating lease liabilities		$	4,025,198
Financing Leases		2024
Right-of-use asset - financing		$	5,489,441
Right-of-use asset - accumulated amortization			(1,908,636	)
Total right-of-use asset - financing			3,580,805
Current financing lease liabilities			50,429
Non-current financing lease liabilities			69,020
Total financing lease liabilities		$	119,449

The following table presents the weighted average remaining lease term and discount rate:

Operating Leases		2024
Weighted average remaining lease term (years)			15.2
Weighted average discount rate			2.9	%
Financing Leases		2024
Weighted average remaining lease term (years)			27.6
Weighted average discount rate			4.1	%

The Company recognized lease costs in the statement of income for the year ended December 31, 2024 as follows:

Operating Lease Costs		2024
Operating lease costs		$	406,474
Financing Lease Costs		2024
Amortization		$	563,786
Interest on lease liabilities		$	5,723

- 14 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

The following table presents future undiscounted lease payments for the Company’s operating and finance lease liabilities as of December 31, 2024:

		Operating Leases				Financing Leases
2025		$	401,610			$	54,231
2026			407,673				46,171
2027			412,788				20,673
2028			314,822				4,598
2029			305,896				—
Thereafter			3,197,417				—
Total future lease payments			5,040,206				125,673
Less: imputed interest			(1,015,008	)			(6,224	)
Present value of right-of-use lease liabilities		$	4,025,198			$	119,449

The following table presents supplemental cash flow and other information related to leases for the year ended:

Operating Leases		2024
Cash flows from operating activities:
Operating leases - noncash lease expense		$	288,169
Operating leases - change in lease liabilities		$	(277,705	)
Financing Leases		2024
Cash flows from operating activities:
Financing leases - amortization of right-of- use asset		$	563,786
Cash flows from financing activities:
Principal payments on financing leases		$	(57,428	)
Non Cash Disclosures		2024
Right-of-use assets obtained in exchange for new operating lease liabilities		$	—
Right-of-use assets obtained in exchange for new financing lease liabilities		$	20,893

- 15 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

NOTE 11: Employee Benefit Plan

The Company’s 401(k) retirement plan covering substantially all of its employees. Employees are fully vested in Company contributions after 3 years of service. The Company matches 50% of employee contributions each plan year up to a maximum of 8%. Approximately $706,000 was expensed for the Company’s contributions during the year ended December 31, 2024 and is included in general and administrative expenses in the accompanying statement of income.

NOTE 12: Member’s Equity

The Company is solely owned by FPC HoldCo, LLC (“FPCH”), which was set up on December 28, 2021, as the Company’s sole Member. The membership interests of FPCH are divided into three classes of units denominated as common, preferred, and incentive units as defined in FPCH’s operating agreement (“Common Members”, “Preferred Members”, “Incentive Members”, respectively). Common and preferred units represent a voting equity interest in FPCH. Incentive units are non-voting.

Certain members of management are included in a profits interest program of FPCH and awarded incentive units. 50% of the units vest over a five-year period. The other 50% vest upon a change in control. The Company previously determined that the fair value of the units awarded prior to 2023 and the related compensation expense is immaterial.

Certain members of management who joined in 2023 were awarded incentive units. For most of the units, 75% vest over a five-year period and the other 25% vest upon a change in control. The Company has estimated the fair value of those units on a non-marketable, minority interest basis using Level II inputs. For the year ended December 31, 2024, the Company recognized share-based compensation expense related to these awards of $2,884,964 in the statement of income.

Earnings are distributed as determined by the Board of Directors, as defined by and pursuant to the Company’s operating agreement.

NOTE 13: Subsequent Events

The Company has evaluated all transactions that may qualify for subsequent event disclosure through February 11, 2026, which is the date the consolidated financial statements are available to be issued.

The Company made a voluntary paydown of the term loan of $20,000,000 on January 31, 2025.

The Company announced on October 16, 2025 that it entered into a definitive agreement to be acquired by Commercial Metals Company (“CMC”). The transaction closed on December 15, 2025 for $1.84 billion, subject to customary adjustments. The Company’s term loan was paid off as part of the transaction and the line of credit was terminated.

No other significant subsequent events have been identified that would require adjustment of or disclosure in the accompanying consolidated financial statements.

- 16 -

Exhibit 99.2

FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE NINE-MONTH PERIOD ENDED

SEPTEMBER 30, 2025

TABLE OF CONTENTS

Consolidated Financial Statements:
Consolidated Balance Sheet (unaudited)			1
Consolidated Statement of Income (unaudited)			2
Consolidated Statement of Member’s Equity (unaudited)			3
Consolidated Statement of Cash Flows (unaudited)			4
Notes to the Consolidated Financial Statements (unaudited)			5

FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

UNAUDITED

		September 30, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	74,250,064
Receivables, net			72,846,063
Inventories			36,254,152
Other current assets			1,518,945
Total current assets			184,869,224
NON-CURRENT ASSETS:
Property, plant and equipment, net			118,699,785
Operating lease right-of-use assets, net			4,109,003
Goodwill			7,125,152
Intangible assets, net			15,909,483
Other non-current assets			180,533
Total non-current assets			146,023,956
Total assets		$	330,893,180
LIABILITIES AND MEMBER’S EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable		$	13,747,077
Other current liabilities			6,147,042
Operating lease liabilities, current			313,625
Finance lease liabilities, current			47,919
Long-term debt, current			3,700,000
Total current liabilities			23,955,663
NON-CURRENT LIABILITIES
Operating lease liabilities, non-current			3,907,439
Finance lease liabilities, non-current			33,586
Other non-current liabilities			342,003
Long-term debt, net of current maturities			233,388,662
Total non-current liabilities			237,671,690
Total liabilities			261,627,353
MEMBER’S EQUITY
Total member’s equity			69,265,827
Total liabilities and member’s equity		$	330,893,180

See Notes to the Consolidated Financial Statements (Unaudited)

- 1 -

FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2025

UNAUDITED

		September 30, 2025
Net sales		$	327,035,654
Cost of sales			184,504,367
Gross profit on sales			142,531,287
Operating expenses:
Selling, general & administrative expenses			23,509,025
Depreciation & amortization			1,596,147
Total operating expenses			25,105,172
Net operating income			117,426,115
Other income (loss):
Interest expense			(17,395,585	)
Other income, net			289,157
Total other loss, net			(17,106,428	)
Net income		$	100,319,687

See Notes to the Consolidated Financial Statements (Unaudited)

- 2 -

FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENT OF MEMBER’S EQUITY

UNAUDITED

		Total Member’s Equity
Balance, December 31, 2024		$	18,485,108
Share-based compensation expense			2,163,722
Net income			100,319,687
Distributions			(51,702,690	)
Balance, September 30, 2025		$	69,265,827

See Notes to the Consolidated Financial Statements (Unaudited)

- 3 -

FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2025

UNAUDITED

		September 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	100,319,687
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation & amortization expense			10,761,282
Gain on disposal of property, plant and equipment			(43,870	)
Amortization of debt discount and issuance costs			1,560,929
Share-based compensation expense			2,163,722
Recoveries for expected credit losses			—
Changes in:
Accounts receivable			(20,822,225	)
Inventories			(6,437,974	)
Accounts payable			3,231,707
Other current assets / liabilities			(432,177	)
Other changes in long-term assets / liabilities			(80,560	)
Total adjustments			(10,099,167	)
Net cash provided by operating activities			90,220,521
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of property and equipment			45,152
Acquisition of property and equipment			(14,896,819	)
Net cash used in investing activities			(14,851,667	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on term loan			(20,000,000	)
Principal payment of financing leases			(37,944	)
Distributions paid			(51,702,692	)
Net cash used in by financing activities			(71,740,636	)
Net increase in cash and cash equivalents			3,628,218
Cash and cash equivalents at beginning of period			70,621,846
Cash and cash equivalents at end of period		$	74,250,064
SUPPLEMENTAL DISCLOSURES:
Cash interest paid		$	(17,159,795	)

See Notes to the Consolidated Financial Statements (Unaudited)

- 4 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025

UNAUDITED

NOTE 1: Nature of Operations

The primary business of Foley Products Company, LLC (the “Company”), headquartered in Newnan, Georgia, is the manufacture and sale of concrete pipe and precast products in the United States.

NOTE 2: Summary of Significant Accounting Policies

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its sole subsidiary Spartan Concrete, Inc.

Use of Estimates – The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) which requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management estimates, judgments, and assumptions are continually evaluated based on available information and experience; however, actual amounts could differ from those estimates. Estimates are used for, but not limited to, useful lives of property and equipment, commitments and contingencies, valuation and impairment of goodwill and intangibles, sales returns and allowances, and inventory valuation.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand and amounts on deposit with banks. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Fair Value Measurements – The guidance for fair value measurements establishes the authoritative definition for fair value, sets out a framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 that are either directly or indirectly observable.

Level 3: Unobservable inputs developed using the Company’s estimates and assumptions which reflect those that market participants would use.

Accounts Receivable – Accounts receivable are uncollateralized customer obligations due under normal trade terms generally requiring payment within 30 days from the invoice date. The Company determines its allowance for expected credit losses by considering a number of factors including the length of time trade accounts receivable are past due, application of the specific identification method, the customer’s current ability to pay its obligation to the Company, the Company’s previous loss history, and the condition of the industry and general economy as a whole.

Concentration of Credit Risk – The Company sells concrete products to customers primarily operating in the construction industry and located in the United States. The Company’s credit losses are provided for in the financial statements and have consistently been within management’s expectations. Other financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. Such amounts may exceed federally insured limits. The Company reduces credit risk by depositing its cash with major credit worthy financial institutions within the United States. To date, the Company has not experienced any losses on its cash deposits. As of September 30, 2025 no one customer held a concentration in total receivables or revenues.

- 5 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025

UNAUDITED

Inventories – Inventories are stated at the lower of cost or net realizable value, with cost being determined by the first-in, first-out method.

Property, plant, and equipment – Property, plant and equipment are stated at cost, or fair market value if acquired through acquisition. Major renewals and betterments are charged to the property accounts while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective assets, are charged to operations. The Company follows the policy of providing for depreciation by charging against income amounts sufficient to amortize the cost of property and equipment over their estimated useful lives. Depreciation is computed on the straight-line method principally as follows: 15-40 years for land improvements, buildings and improvements and 3-20 years for equipment.

Construction in progress is recorded at cost, and includes site development costs, development costs, and acquisition costs of the property under construction.

Acquisitions – The Company allocates the cost of an acquired business to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. The Company generally allocates the purchase price based on either the income or the market approach, utilizing prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets or liabilities, as well as historical experience. Any remaining cost in excess of the identifiable tangible and intangible net assets acquired is recorded as goodwill.

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

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

- 6 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025

UNAUDITED

For the period ended September 30, 2025 there were no events or circumstances that triggered an impairment review.

Sales Revenues – The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized in accordance with a five-step revenue model, as follows:

(i) identify the contract with the customer.

(ii) identify the performance obligations in the contract.

(iii) determine the transaction price.

(iv) allocate the transaction price to the performance obligations.

(v) recognize revenue when the entity satisfies each performance obligation.

The Company recognizes revenues when the requisite performance obligation has been met, that is, when the Company transfers control of its products to customers, which depending on the terms of the underlying contract, is generally upon delivery. The Company’s contracts are short-term in nature, generally not exceeding 12 months, with payment terms varying by the type and location of products or services offered; however, the period between invoicing and when payment is due is not significant.

Sales Taxes – Taxes imposed on sales by the states in which the Company operates are offset against sales, and the net amount is reported in revenue.

Shipping and Handling Costs – The Company recognized shipping and handling costs of $31,056,502 which is recorded in cost of sales in the statement of income for the nine-month period ended September 30, 2025.

Advertising – Advertising costs are expensed as incurred. The Company recognized $5,530 of advertising costs in the statement of income for the nine-month period ended September 30, 2025.

Share-Based Compensation – The Company accounts for share-based compensation under ASC 718, Stock Compensation (“ASC 718”). ASC 718 addresses the accounting for transactions in which an entity obtains services in share-based payment transactions and requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The Company ratably expenses, over the vesting period, the fair value of the award at the date of grant. Please see further discussion in Note 12.

Derivatives – The Company’s derivative financial instruments are accounted for under the provisions of ASC 815, Derivatives and Hedging (“ASC 815”). In accordance with ASC 815, the Company measures all derivatives at fair value and recognizes them in the consolidated balance sheet as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.

As further described in Note 8, on the date the derivative instrument was entered into, the Company did not designate the derivative as a hedge. Changes in the fair value of a derivative that is not designated as a hedge are recorded in Interest Expense.

Income Taxes – The Company qualifies as a disregarded entity for federal and state income tax purposes. Therefore, no provision for current or deferred income taxes has been included in the accompanying consolidated financial statements since each member’s share of income or loss is reported on their respective income tax returns.

- 7 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025

UNAUDITED

US GAAP requires management to evaluate positions taken by the Company and recognize a tax liability if the Company has taken an uncertain tax position that more likely than not would not be sustained upon examination by the Internal Revenue Service or state or local taxing authorities. Management has analyzed the tax positions taken by the Company and has concluded that as of September 30, 2025 there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the consolidated financial statements. The Company is subject to routine audits by taxing jurisdictions.

Leases – Leases are recognized under ASC 842, Leases (“ASC 842”). The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. All leases greater than 12 months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Please see further discussion in Note 10.

NOTE 3: Receivables, Net

Components of receivables, net are as follows:

		September 30, 2025
Trade receivables		$	73,213,999
Other receivables			32,064
Total receivables			73,246,063
Less: Allowance for expected credit losses			(400,000	)
Receivables, net		$	72,846,063

NOTE 4: Inventories

Components of inventories are as follows:

		September 30, 2025
Finished products		$	19,906,187
Purchased products for resale			2,082,982
Raw materials			14,264,983
Inventories		$	36,254,152

- 8 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025

UNAUDITED

NOTE 5: Property, Plant and Equipment, Net

Components of property, plant and equipment are as follows:

		September 30, 2025
Land and land improvements		$	47,981,623
Buildings and improvements			43,504,875
Equipment			105,895,981
Construction-in-progress			11,735,027
Financing lease right-of-use assets			5,465,624
Total property, plant and equipment			214,583,130
Less: accumulated depreciation & amortization			(95,883,345	)
Net property, plant and equipment		$	118,699,785

For the nine-month period ended September 30, 2025 the Company recognized depreciation expense related to property, plant and equipment of $9,165,136. For the nine-month period ended September 30, 2025 $9,165,136 of depreciation expense is recorded in cost of sales with the remainder recorded in depreciation & amortization in the statement of income.

NOTE 6: Intangible assets, net

Components of intangible assets, net are as follows:

September 30, 2025		Useful life (yrs)				Gross asset				Accumulated amortization				Net
StormPrism™			15			$	3,584,392			$	(477,919	)		$	3,106,473
Customer relationships			10				18,892,352				(6,089,342	)			12,803,010
Total						$	22,476,744			$	(6,567,261	)		$	15,909,483

On September 21, 2023, the Company acquired from Pre-con Products the entire worldwide rights, title, and interest in and to the covered intellectual property of StormPrism^™ with related patents and trademarks. StormPrism^™ is an innovative underground stormwater storage system. It provides a way to store large volumes of captured stormwater underground in a more efficient and safe manner than other products in the market. The intangible assets acquired are valued based on a $3,000,000 upfront payment and the net present value of annual $100,000 future payments through 2030. The net present value of payments due in 2025 of $96,370 are recorded under other current liabilities, and the net present value of payments due in 2026 to 2030 of $342,003 are recorded under other non-current liabilities.

For the nine-month period ended September 30, 2025, and 2024, the Company recognized amortization expense related to intangible assets of $1,596,146 in the statement of income.

Future expected amortization of intangible assets as of September 30, 2025, is as follows:

- 9 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025

UNAUDITED

2025 (Remainder)		$	532,048
2026			2,128,194
2027			2,128,194
2028			2,128,194
2029			2,128,194
Thereafter			6,864,659
Total		$	15,909,483

NOTE 7: Related-Party Transactions

Fees of $1,143,421 were paid to The Concrete Company (“TCC”) by the Company during the nine-month period ended September 30, 2025 which represents the management services utilized by the Company and provided by TCC under a management services agreement.

The Company carries out transactions with TCC and various entities under common control of TCC in the normal course of business. During the nine-month period ended September 30, 2025 the Company made payments for purchases of inventories and services from affiliates under common control of $427,797.

NOTE 8: Long-Term Debt

Long-term debt is summarized as follows:

		September 30, 2025
Term loan		$	243,852,688
Less:
Current maturities			(3,700,000	)
Unamortized debt discount and issuance costs			(6,764,026	)
Long-term debt, net of current maturities		$	233,388,662

On December 29, 2021, the Company entered into a term loan (the “Term Loan”) with a bank, collateralized with certain assets. The Term Loan requires quarterly principal payments of $925,000 and monthly interest-only payments at 4.90% plus the Secured Overnight Financing Rate (SOFR) (4.30% at September 30, 2025). The Term Loan matures on December 29, 2028.

On October 9, 2024, the Company entered into an interest rate cap agreement with a notional amount of $100,000,000 of Term Loan debt which limits SOFR to 4.00%. The termination date is December 31, 2026. For the nine-month period ended September 30, 2025, the Company did not record any mark-to-market adjustments as they were immaterial.

The effective interest rates at September 30, 2025 was 9.20%.

On December 29, 2021, the Company also entered into a $35 million revolving credit facility agreement with a bank (the “Revolver”), which carries interest at 4.90% plus SOFR and is payable quarterly once incurred. The full amount of the Revolver was available for use as of September 30, 2025, and 2024. The Company pays a commitment fee of 0.5% on the unused portion of the Revolver. Interest is payable quarterly as incurred. The Revolver is secured by the assets of the Company and matures December 29, 2026.

The Term Loan and the Revolver agreements are subject to certain financial covenants, and as of September 30, 2025, the Company was in compliance with those covenants.

- 10 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025

UNAUDITED

Maturities of long-term debt are as follows:

2025 (Remainder)		$	925,000
2026			3,700,000
2027			3,700,000
2028			235,527,688
Total		$	243,852,688
Debt discount and issuance costs consists of:
		September 30, 2025
Debt discount and issuance costs		$	14,557,225
Less: Accumulated amortization			(7,793,199	)
Unamortized debt discount and issuance costs, net		$	6,764,026

NOTE 9: Commitments and Contingencies

The Company is subject to various claims and lawsuits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of these matters will not have a material effect on the consolidated financial statements of the Company.

NOTE 10: Leases

Leases are categorized at their commencement date, which is the date the Company takes possession or control of the underlying asset, and it determines if an arrangement is a lease at inception of the contract, as either financing or operating. The Company has both operating and finance leases for buildings, land, and equipment.

Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised.

The following table presents supplemental balance sheet information related to leases:

Operating Leases		September 30, 2025
Right-of-use asset – operating		$	4,109,003
Current operating lease liabilities			313,625
Noncurrent operating lease liabilities			3,907,441
Total operating lease liabilities		$	4,221,066
Financing Leases		September 30, 2025
Right-of-use asset – financing		$	5,465,624
Right-of-use asset – accumulated amortization			(2,295,897	)
Total right-of-use asset – financing			3,169,727
Current financing lease liabilities			47,919
Non-current financing lease liabilities			33,586
Total financing lease liabilities		$	81,505

- 11 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025

UNAUDITED

The following table presents the weighted average remaining lease term and discount rate:

Operating Leases		September 30, 2025
Weighted average remaining lease term (years)			15.2
Weighted average discount rate			3.1	%
Financing Leases		September 30, 2025
Weighted average remaining lease term (years)			27.8
Weighted average discount rate			4.2	%

The Company recognized lease costs in the statement of income for the nine-month period ended September 30, 2025 as follows:

Operating Lease Costs		September 30, 2025
Operating lease costs		$	328,097
Financing Lease Costs		September 30, 2025
Amortization		$	411,078
Interest on lease liabilities		$	3,037

The following table presents future undiscounted lease payments for the Company’s operating and finance lease liabilities as of September 30, 2025:

		Operating Leases				Financing Leases
2025 (remainder)		$	108,703			$	13,250
2026			441,844				46,171
2027			446,960				20,673
2028			348,994				4,598
2029			340,068				—
Thereafter			3,718,538				—
Total future lease payments		$	5,405,107			$	84,692
Less: imputed interest			(1,184,041	)			(3,187	)
Present value of right-of-use lease liabilities		$	4,221,066			$	81,505

The following table presents supplemental cash flow and other information related to leases for the nine-month period ended:

Operating Leases		September 30, 2025
Cash flows from operating activities:
Operating leases - noncash lease expense		$	259,033
Operating leases - change in lease liabilities		$	(246,625	)

Financing Leases		September 30, 2025
Cash flows from operating activities:
Financing leases - amortization of right-of- use asset		$	411,078
Cash flows from financing activities:
Principal payments on financing leases		$	(37,944	)

- 12 -

FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025

UNAUDITED

Non Cash Disclosures		September 30, 2025
Right-of-use assets obtained  in exchange for new operating lease liabilities		$	372,572

NOTE 11: Employee Benefit Plan

The Company’s 401(k) retirement plan covering substantially all of its employees. Employees are fully vested in Company contributions after 3 years of service. The Company matches 50% of employee contributions each plan year up to a maximum of 8%. Approximately $684,000 was expensed for the Company’s contributions during the nine-month period ended September 30, 2025 and is included in general and administrative expenses in the accompanying statement of income.

NOTE 12: Member’s Equity

The Company is solely owned by FPC HoldCo, LLC (“FPCH”), which was set up on December 28, 2021, as the Company’s sole Member. The membership interests of FPCH are divided into three classes of units denominated as common, preferred, and incentive units as defined in FPCH’s operating agreement (“Common Members”, “Preferred Members”, “Incentive Members”, respectively). Common and preferred units represent a voting equity interest in FPCH. Incentive units are non-voting.

Certain members of management are included in a profits interest program of FPCH and awarded incentive units. 50% of the units vest over a five-year period. The other 50% vest upon a change in control. The Company previously determined that the fair value of the units awarded prior to 2023 and the related compensation expense is immaterial.

Certain members of management who joined in 2023 were awarded incentive units. For most of the units, 75% vest over a five-year period and the other 25% vest upon a change in control. The Company has estimated the fair value of those units on a non-marketable, minority interest basis using Level II inputs. For the nine-month period ended September 30, 2025 the Company recognized share-based compensation expense related to these awards of $2,163, in the statement of income.

Earnings are distributed as determined by the Board of Directors, as defined by and pursuant to the Company’s operating agreement.

NOTE 13: Subsequent Events

The Company has evaluated all transactions that may qualify for subsequent event disclosure through February 11, 2026, which is the date the consolidated financial statements are available to be issued.

The Company announced on October 16, 2025 that it entered into a definitive agreement to be acquired by Commercial Metals Company (“CMC”). The transaction closed on December 15, 2025 for $1.84 billion, subject to customary adjustments. The Company’s term loan was paid off as part of the transaction and the line of credit was terminated.

No other significant subsequent events have been identified that would require adjustment of or disclosure in the accompanying consolidated financial statements.

- 13 -

Exhibit 99.3

Unaudited Pro Forma Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial information (“Pro Forma Financial Information”) of Commercial Metals Company (“CMC” or the “Company”) was prepared in accordance with Article 11 of Regulation S-X and gives pro forma effect to the acquisition of all the issued and outstanding equity securities of the entities that own Foley Products Company, LLC (“Foley” and such transaction, the “Foley Acquisition”) (as further described in Note 1), as well as the issuance of the related Senior Notes (as defined and further described in Note 1). The Foley Acquisition and the issuance of the Senior Notes are collectively referred to herein as the “Transactions.” The Pro Forma Financial Information includes adjustments (“Transaction Accounting Adjustments”) intended to illustrate the estimated pro forma effects of the Transactions.

The unaudited pro forma condensed combined balance sheet as of August 31, 2025 combines the historical consolidated balance sheet of CMC as of August 31, 2025 and the historical consolidated balance sheet of Foley as of September 30, 2025, giving effect to the Transactions, as if they had occurred on August 31, 2025.

The unaudited pro forma condensed combined statement of earnings for the year ended August 31, 2025 combines the historical consolidated statement of earnings of CMC for the year ended August 31, 2025 and the historical consolidated statement of earnings of Foley for the twelve months ended September 30, 2025, giving effect to the Transactions as if they had occurred on September 1, 2024. The historical consolidated statement of earnings for Foley for the twelve months ended September 30, 2025 was prepared by combining the historical consolidated statement of earnings for the nine months ended September 30, 2025 with the historical consolidated statement of earnings for the three-month period from October 1, 2024 to December 31, 2024 derived from Foley’s books and records (as presented in Note 3) giving effect to the Transactions as if they had occurred on September 1, 2024.

The Pro Forma Financial Information should be read in conjunction with the accompanying notes to Pro Forma Financial Information and the following:

• the historical audited consolidated financial statements of CMC as of and for the year ended August 31, 2025, included in CMC’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on October 16, 2025;

• the historical unaudited interim consolidated financial statements of Foley as of and for the nine months ended September 30, 2025 and September 30, 2024, included as Exhibit 99.2 to this Form 8-K; and

• the historical audited consolidated financial statements of Foley as of and for the year ended December 31, 2024, included as Exhibit 99.1 to this Form 8-K.

The Pro Forma Financial Information is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that would have been achieved had the Transactions been consummated on the dates indicated or that the combined company may achieve in future periods. The Transaction Accounting Adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that management believes are reasonable and supportable. As the Pro Forma Financial Information has been prepared based on these assumptions, the final amounts recorded may differ materially from the information presented herein. Further, the Pro Forma Financial Information does not reflect any operating synergies, dis-synergies, or cost savings that may result from the Foley Acquisition.

All terms defined in this Exhibit 99.3 are used solely for the purposes of this Exhibit 99.3 and do not apply to any other sections of this Current Report on Form 8-K.

Amounts in the Pro Forma Financial Information below may not foot and cross foot due to immaterial rounding differences.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of August 31, 2025

(in thousands)

		CMC (Historical) As of August 31, 2025				Foley (Reclassified) (Note 2) As of September 30, 2025				Senior Notes Transaction Accounting Adjustments				Note Ref.				Foley Acquisition Transaction Accounting Adjustments				Note Ref.				Pro Forma Combined As of August 31, 2025
ASSETS
Current assets:
Cash and cash equivalents		$	1,043,252			$	74,250			$	1,978,663				5(a)			$	(1,933,931	)			6(a)			$	1,162,235
Accounts receivable, net of allowances for doubtful accounts			1,201,680				72,846				—								—								1,274,526
Inventories			934,310				36,254				—								—								970,564
Prepaid and other current assets			314,372				1,544				—								—								315,916
Assets held for sale			1,204				—				—								—								1,204
Total current assets			3,494,818				184,894				1,978,663								(1,933,931	)							3,724,445
Property, plant and equipment, net			2,742,773				118,700				—								127,955				6(c)				2,989,428
Intangible assets, net			210,815				15,909				—								177,991				6(d)				404,715
Goodwill			386,846				7,125				—								1,300,036				6(e)				1,708,607
																			14,600				6(f)
Other noncurrent assets			336,582				4,290				—								—								340,872
Total Assets		$	7,171,834			$	330,918			$	1,978,663							$	(313,349	)						$	9,168,067
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	358,373			$	13,747			$	—							$	—							$	372,120
Accrued contingent litigation-related loss			362,272				—				—								—								362,272
Other accrued expenses and payables			493,879				6,486				—								—								500,365
Current maturities of long-term debt and short-term borrowings			44,289				3,748				—								(3,700	)			6(b)				44,337
Total current liabilities			1,258,813				23,981				—								(3,700	)							1,279,094
Deferred income taxes			184,645				—				—								14,600				6(f)				199,245
Other noncurrent liabilities			225,044				3,907				—								—								228,951
Long-term debt			1,310,006				233,764				1,978,663				5(b)				(233,389	)			6(b)				3,289,045
Total Liabilities			2,978,508				261,652				1,978,663								(222,489	)							4,996,335
Stockholders’ equity:
Common stock			1,290				—				—								—								1,290
Additional paid-in-capital			406,916				5,965				—								(5,965	)			6(g)				406,916
Accumulated other comprehensive loss			(25,251	)			—				—								—								(25,251	)
Retained earnings			4,507,114				63,301				—								(63,301	)			6(g)				4,485,521
																			(21,593	)			6(a)
Less treasury stock			(697,003	)			—				—								—								(697,003	)
Stockholders’ equity			4,193,066				69,266				—								(90,860	)							4,171,473
Stockholders’ equity attributable to non-controlling interests			260				—				—								—								260
Total Stockholders’ Equity			4,193,326				69,266				—								(90,860	)							4,171,733
Total Liabilities and Stockholders’ Equity		$	7,171,834			$	330,918			$	1,978,663							$	(313,349	)						$	9,168,067

See the accompanying Notes to Pro Forma Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

For the year ended August 31, 2025

(in thousands, except share and per share amounts)

		CMC (Historical) For the year ended August 31, 2025				Foley (Combined and Reclassified) (Note 3) For the twelve months ended September 30, 2025				Senior Notes Transaction Accounting Adjustments				Note Ref.				Foley Acquisition Transaction Accounting Adjustments				Note Ref.				Pro Forma Combined For the year ended August 31, 2025
Net sales		$	7,798,480			$	428,897			$	—							$	—							$	8,227,377
Cost and operating expenses:
Cost of goods sold			6,578,324				239,322				—								(936	)			6(h)				6,865,010
																			48,300				6(i)
Selling, general and administrative expenses			700,234				32,230				—								12,997				6(i)				767,054
																			21,593				6(j)
Interest expense			45,498				25,913				119,900				5(c)				(25,913	)			6(k)				165,398
Litigation expense			362,272				—				—								—								362,272
Asset impairments			4,607				—				—								—								4,607
Net costs and operating expenses			7,690,935				297,465				119,900								56,041								8,164,340
Earnings before income taxes			107,545				131,432				(119,900	)							(56,041	)							63,036
Income tax expense (benefit)			22,883				—				(29,375	)			5(d)				(13,730	)			6(l)				(20,222	)
Net earnings		$	84,662			$	131,432			$	(90,523	)						$	(42,311	)						$	83,260
Earnings per share:
Basic		$	0.75																							$	0.74
Diluted		$	0.74																							$	0.73
Average basic shares outstanding			112,994,381																								112,994,381
Average diluted shares outstanding			114,086,750																								114,086,750

See the accompanying Notes to Pro Forma Financial Information

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, unless otherwise specified)

NOTE 1 – Description of Transactions and Basis of Presentation

Description of the Transactions

Foley Acquisition – On October 15, 2025 the Company entered into a Securities Purchase Agreement (the “Agreement”) to acquire all of the issued and outstanding equity securities of entities that own Foley for a cash purchase price of approximately $1.84 billion, subject to customary purchase price adjustments as described in the Agreement. The Foley Acquisition closed on December 15, 2025 and was funded from a portion of the proceeds of the issuance of the Senior Notes (as described below). Pursuant to the Agreement, the Company did not acquire Foley’s debt. Refer to Note 4 for details of the acquisition accounting treatment and preliminary purchase price allocation.

Senior Notes – On November 26, 2025, in connection with the Foley Acquisition, the Company issued $1.0 billion in aggregate principal amount of 5.750% senior notes due 2033 (the “2033 Senior Notes”) and $1.0 billion in aggregate principal amount of 6.000% senior notes due 2035 (the “2035 Senior Notes” and, together with the 2033 Senior Notes, the “Senior Notes”) with U.S. Bank, National Association, the trustee of the Senior Notes, acting as escrow agent (the “Escrow Agent”). The 2033 Senior Notes will mature on November 15, 2033 and the 2035 Senior Notes will mature on December 15, 2035.

The 2033 Senior Notes bear interest at a fixed rate of 5.750% per annum and the 2035 Senior Notes bear interest at a fixed rate of 6.000% per annum. Interest on the 2033 Senior Notes is payable semi-annually on May 15 and November 15 and interest on the 2035 Notes is payable semiannually on June 15 and December 15. The Senior Notes are general unsecured senior obligations and rank equally with all of the Company’s other unsecured and unsubordinated senior indebtedness. The Senior Notes are effectively subordinated to any of the Company’s secured debt to the extent of the assets securing such debt and are structurally subordinated to the indebtedness and other liabilities of the Company’s subsidiaries, including trade payables. None of the Company’s subsidiaries guarantee the Senior Notes.

In connection with issuance of the Senior Notes, the Company incurred $21.3 million of debt issuance costs. The debt issuance costs have been capitalized and reflected in the unaudited pro forma condensed combined balance sheet within long-term debt. The debt issuance costs are amortized on a straight-line basis over the lives of the Senior Notes and reflected in the unaudited pro forma condensed combined statement of earnings within interest expense.

Basis of Presentation

The accompanying Pro Forma Financial Information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet is presented as if the Transactions had occurred on August 31, 2025 and the unaudited pro forma condensed combined statement of earnings for the year ended August 31, 2025 gives effect to the Transactions as if they occurred on September 1, 2024.

The preparation of the Pro Forma Financial Information was based upon CMC’s fiscal year end, which ends on August 31. Foley’s fiscal year end is December 31. Given the difference between CMC’s year end and Foley’s year end is more than one quarter, the Company combined the historical consolidated statement of earnings for the fiscal year ended August 31, 2025 of CMC and the historical consolidated statement of earnings for the period October 1, 2024 to September 30, 2025 (i.e., the twelve months ended September 30, 2025) of Foley. The historical consolidated

statement of earnings of Foley for the twelve months ended September 30, 2025 was prepared by combining Foley’s historical consolidated statement of earnings for the nine months ended September 30, 2025 with the statement of earnings for the three-month period from October 1, 2024 to December 31, 2024 derived from Foley’s books and records (as presented in Note 3). As such, Foley’s statement of earnings information for the twelve months ended September 30, 2025 is within one quarter of CMC’s statement of earnings information for the year ended August 31, 2025.

The accounting policies used in the preparation of the Pro Forma Financial Information are those set out in CMC’s audited financial statements included in the Annual Report on Form 10-K for the year ended August 31, 2025. Management performed a preliminary review of the accounting policies between CMC and Foley and is currently not aware of any material differences. Therefore, the Company has not made any adjustments to the Pro Forma Financial Information related to potential differences.

The Pro Forma Financial Information is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that would have been achieved had the Transactions been consummated on the dates indicated or that the combined company may achieve in future periods. The Transaction Accounting Adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that management believes are reasonable and supportable. As the Pro Forma Financial Information has been prepared based on these assumptions, the final amounts recorded may differ materially from the information presented herein. Further, the Pro Forma Financial Information does not reflect any operating synergies, dis-synergies, or cost savings that may result from the Foley Acquisition.

NOTE 2 – Foley Balance Sheet Reclassification Adjustments

Certain reclassifications are reflected to conform Foley’s presentation to CMC’s presentation in the unaudited pro forma condensed combined balance sheet.

The following table presents Foley’s unaudited reclassified balance sheet as of September 30, 2025:

		(Historical)												(Reclassified)
(in thousands)		As of September 30, 2025				Reclassifications				Note ref.				As of September 30, 2025
ASSETS
Current assets:
Cash and cash equivalents		$	74,250			$	—							$	74,250
Accounts receivable, net of allowances for doubtful accounts			72,846				—								72,846
Inventories			36,254				—								36,254
Prepaid and other current assets			1,519				25				(a)				1,544
Total current assets			184,869												184,894
Non-current assets:
Property, plant and equipment, net			118,700				—								118,700
Operating lease right-of-use assets, net			4,109				(4,109	)			(b)				—
Goodwill			7,125				—								7,125
Intangible assets, net			15,909				—								15,909
Other noncurrent assets			181				4,109				(b)				4,290
Total noncurrent assets			146,024												146,024
Total assets		$	330,893											$	330,918
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	13,747			$	—							$	13,747
Other current liabilities			6,147				(6,147	)			(a)				—
Operating lease liabilities, current			314				(314	)			(a)				—
Finance lease liabilities, current			48				(48	)			(c)				—
Current maturities of long-term debt			3,700				48				(c)				3,748
Other accrued expenses and payables			—				6,486				(a)				6,486
Total current liabilities			23,956												23,981
Non-current liabilities:
Operating lease liabilities, noncurrent			3,907				(3,907	)			(d)				—
Finance lease liabilities, noncurrent			34				(34	)			(e)				—
Other noncurrent liabilities			342				3,565				(d)(e)				3,907
Long-term debt			233,389				376				(e)				233,764
Total noncurrent liabilities			237,672												237,671
Total liabilities			261,628												261,652
STOCKHOLDERS’ EQUITY
Additional paid-in capital			—				5,965				(f)				5,965
Retained earnings			—				63,301				(f)				63,301
Total stockholders’ equity			69,265												69,266
Total liabilities and stockholders’ equity		$	330,893											$	330,918

(a) Certain Prepaid and other current assets related to affiliate payables, Other current liabilities, and Operating lease liabilities current have been reclassified to Other accrued expenses and payables.

(b) Operating lease right-of-use assets, net have been reclassified to Other noncurrent assets.

(c) Finance lease liabilities, current have been reclassified to Current maturities of long-term debt.

(d) Operating lease liabilities, noncurrent have been reclassified to Other noncurrent liabilities.

(e) Finance lease liabilities, noncurrent and certain Other noncurrent liabilities have been reclassified to Long-term debt.

(f) Reclassification of Total stockholders’ equity to Additional paid-in capital and Retained earnings.

NOTE 3 – Foley Statement of Earnings Combination and Reclassification Adjustments

The unaudited condensed combined statement of earnings information of Foley for the twelve months ended September 30, 2025 has been derived by combining Foley’s historical unaudited financial information as described in Note 1. Additionally, certain reclassifications are reflected to conform Foley’s presentation to CMC’s presentation in the unaudited pro forma condensed combined statement of earnings.

The following table presents Foley’s unaudited combined and reclassified statement of earnings for the twelve months ended September 30, 2025:

(in thousands)		(Historical) For the nine months ended September 30, 2025				(Historical) For the three months ended December 31, 2024				(Combined) For the twelve months ended September 30, 2025				Reclassifications				Note ref.		(Combined and Reclassified) For the twelve months ended September 30, 2025
Net sales		$	327,035			$	99,497			$	426,532			$	2,365			(a)(c)		$	428,897
Cost of sales			184,504				54,940				239,444				(122	)		(b)(c)			239,322
Gross profit on sales			142,531				44,557				187,088										189,575
Operating Expenses:
Selling, general and administrative expenses			23,509				7,176				30,685				1,545			(a)(b)(c)			32,230
Depreciation and amortization			1,596				532				2,128				(2,128	)		(b)			—
Total operating expenses			25,105				7,708				32,813										32,230
Net operating income			117,426				36,849				154,275										157,345
Other income (loss):
Interest expense			17,395				6,446				23,841				2,072			(a)			25,913
Other income, net			289				709				998				(998	)		(a)(b)			—
Total other loss		$	(17,106	)		$	(5,737	)		$	(22,843	)								$	(25,913	)
Net earnings		$	100,320			$	31,112			$	131,432									$	131,432

(a) Rent and other miscellaneous income in Other income, miscellaneous income from Selling, general and administrative expenses related to the acquisition settlement, and Interest income have been reclassified to Net sales.

(b) Depreciation and amortization, certain Other income, net and certain Cost of sales have been reclassified to Selling, general and administrative expenses.

(c) Certain Net sales and certain Selling, general, and administrative expenses have been reclassified to Cost of sales.

NOTE 4 – Accounting Treatment and Preliminary Purchase Price Allocation

The Pro Forma Financial Information reflects the pro forma effect of the Foley Acquisition using the acquisition method of accounting pursuant to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), with the Company being the acquiring entity.

In accordance with ASC 805, we assign fair value to assets acquired and liabilities assumed using our best estimates and assumptions as of the Foley Acquisition date. The excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill. The preliminary purchase price allocation is based on certain valuation techniques dependent on the asset class of the acquired assets and liabilities assumed including intangible assets, inventory, property, plant and equipment, and leases. The preliminary fair value of customer backlog and customer relationships were determined using the Multi Period Excess Earnings and With and Without Methods, while the trade names were determined using the Relief-from-Royalty Method. The estimated fair values are preliminary and subject to change upon finalization of the purchase price allocation. A final determination of the fair value of Foley’s assets and liabilities will be performed within one year of the acquisition date. As a result, the final purchase price allocation may be materially different than what is reflected in the preliminary purchase price allocation presented herein.

Preliminary Purchase Consideration

The Pro Forma Financial Information reflects the acquisition of Foley for cash consideration of approximately $1.84 billion. The estimated fair value of the consideration transferred on the closing date is the value of the cash consideration transferred to the sellers. As the Company did not pay any material sellers’ transaction costs, no amounts related to such have been reflected within the Pro Forma Financial Information.

Preliminary Purchase Price Allocation

The following table sets forth a preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed based on the acquisition date fair value. The final allocation of the purchase price will be determined at a later date and is dependent on a number of factors, including the final valuation of tangible and intangible assets acquired and liabilities assumed, which may be materially different than the value of assets acquired and liabilities assumed in the estimated pro forma adjustments. The pro forma adjustments are preliminary and based on estimates of fair values and have been prepared to illustrate the estimated effects of the acquisition.

(in thousands)		Fair Value
Total preliminary consideration		$	1,847,454
Cash and cash equivalents		$	9,368
Accounts receivable, net of allowances for doubtful accounts			72,846
Inventories			36,254
Prepaid and other current assets			1,544
Property, plant and equipment, net			246,655
Intangible assets, net			193,900
Other noncurrent assets			4,290
Total Assets		$	564,857
Accounts payable			13,747
Current maturities of long-term debt			48
Other accrued expenses and payables			6,486
Other noncurrent liabilities			3,907
Long-term debt			376
Total Liabilities		$	24,564
Net Assets Acquired		$	540,294
Goodwill		$	1,307,161

NOTE 5 – Senior Notes Transaction Accounting Adjustments

Unaudited pro forma condensed combined balance sheet

The Senior Notes Transaction Accounting Adjustments included in the unaudited pro forma condensed combined balance sheet are as follows:

(a) Reflects the cash proceeds of the Senior Notes issuance of $2.0 billion, net of debt issuance costs of $21.3 million.

(b) Reflects the increase in long-term debt of $2.0 billion, net of debt issuance costs of $21.3 million.

Unaudited pro forma condensed combined statement of earnings

The Senior Notes Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statement of earnings are as follows:

(c) Reflects incremental interest expense of $117.5 million and amortization of debt issuance costs of $2.4 million associated with the Senior Notes.

(in thousands)		2033 Senior Notes				2035 Senior Notes				Senior Notes Transaction Accounting Adjustments
Annual interest expense
Principal amount		$	1,000,000			$	1,000,000
Interest rate			5.75	%			6.00	%
Annual interest		$	57,500			$	60,000			$	117,500
Amortization of debt issuance costs
Debt issuance costs		$	10,674			$	10,663
Note term (years)			8				10
Annual amortization of debt issuance costs		$	1,334			$	1,066			$	2,400
Total Senior Notes Transaction Accounting Adjustment										$	119,900

(d) Reflects the estimated income tax impact related to the Senior Notes Transaction Accounting Adjustments, which are based upon a blended statutory tax rate of approximately 24.5%.

NOTE 6 – Foley Acquisition Transaction Accounting Adjustments

Unaudited pro forma condensed combined balance sheet

The Foley Acquisition Transaction Accounting Adjustments included in the unaudited pro forma condensed combined balance sheet are as follows:

(a) Reflects (1) the cash payment of approximately $1.84 billion related to the acquisition of Foley (2) the cash payment related transaction expenses of $21.6 million as described in Note 6(l) with a corresponding amount of $21.6 million reflected as a reduction of retained earnings and (3) the elimination of $64.9 million of cash not acquired.

(b) Reflects the elimination of Foley’s historical portions of current and long-term debt as the Company did not acquire Foley’s debt.

(c) Represents the preliminary fair value adjustment related to property, plant and equipment acquired.

(in thousands)		Useful life				Carrying Amount as of September 30, 2025				Fair Value				Transaction Accounting Adjustment
Land			N/A			$	34,366			$	58,275			$	23,909
Land and leasehold improvements			11				6,173				7,513				1,340
Buildings			25				27,999				96,800				68,801
Equipment			11				38,427				77,354				38,927
Construction in progress			N/A				11,735				6,713				(5,022	)
Totals						$	118,700			$	246,655			$	127,955

(d) Reflects the preliminary fair value adjustment related to identifiable intangible assets acquired.

(in thousands)		Useful life				Carrying Amount as of September 30, 2025				Fair Value				Transaction Accounting Adjustment
Customer backlog			1			$	—			$	48,300			$	48,300
Customer relationships			10				12,803				140,000				127,197
Trade names			5				—				5,600				5,600
Other			—				3,106				—				(3,106	)
Totals						$	15,909			$	193,900			$	177,991

(e) Represents the adjustment to goodwill based on the purchase price allocation.

(in thousands)		Amount
Goodwill resulting from the Foley Acquisition		$	1,307,161
Less: Elimination of Foley’s historical goodwill			(7,125	)
Pro forma adjustment		$	1,300,036

(f) Reflects the estimated net impact on deferred income taxes, assuming a blended statutory tax rate of 24.5%, related to the difference in book basis and tax basis as a result of fair value adjustments of inventory, property, plant and equipment, and intangible assets, and a corresponding adjustment to goodwill.

(g) Reflects the elimination of Foley’s historical equity.

Unaudited pro forma condensed combined statement of earnings

The Foley Acquisition Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statement of earnings are as follows:

(h) This represents a net decrease in depreciation expense of $0.9 million for the year ended August 31, 2025. The decrease is based on the preliminary step-up in the fair value of property, plant, and equipment and the related estimated useful lives assigned. Depreciation expense is calculated on a straight-line basis using the estimated fair values and remaining useful lives. For the year ended August 31, 2025, the entire $0.9 million transaction accounting adjustment is allocated to cost of sales.

(in thousands)		Useful life				Fair Value				Depreciation Expense Year ended August 31, 2025
Land			N/A			$	58,275			$	—
Land and leasehold improvements			11				7,513				683
Buildings			25				96,800				3,872
Equipment			11				77,354				7,032
Construction in progress			N/A				6,713				—
Total Property, plant and equipment and depreciation expense						$	246,655			$	11,587
Less: historical depreciation expense of Foley											(12,523	)
Pro forma adjustment to depreciation expense										$	(936	)

(i) This represents a net increase in amortization expense of $61.3 million for the year ended August 31, 2025 based on the acquisition fair values. Amortization expense is calculated on a straight-line basis using the estimated fair values and remaining useful lives. For the year ended August 31, 2025, $48.3 million of the transaction accounting adjustment is allocated to cost of sales and the remaining $13.0 million of the adjustment is allocated to selling, general and administrative expenses.

(in thousands)		Useful life				Fair Value				Amortization Expense Year ended August 31, 2025
Customer backlog			1			$	48,300			$	48,300
Customer relationships			10				140,000				14,000
Trade names			5				5,600				1,120
Total identifiable intangible assets and amortization expense						$	193,900			$	63,420
Less: historical amortization expense of Foley											(2,123	)
Pro forma adjustment to amortization expense										$	61,297

(j) Reflects estimated non-recurring transaction-related expenses of $21.6 million incurred by CMC, including legal, accounting and regulatory fees directly associated with the Foley Acquisition. These non-recurring expenses are not anticipated to affect the unaudited pro forma condensed combined statement of earnings beyond twelve months after the closing date.

(k) Reflects the elimination of Foley historical interest expense as the Company did not acquire Foley’s debt.

(l) Reflects the estimated income tax impact related to the Foley Acquisition Transaction Accounting Adjustments. Tax-related adjustments are based upon a blended statutory tax rate of 24.5%. The applicable blended statutory tax rate is based on the jurisdictions in which the assets are located and are not necessarily indicative of the effective tax rate of CMC following the Foley Acquisition, which could be significantly different depending on post-acquisition activities, including the geographical mix of income.

FAQ

What acquisition does Commercial Metals Company (CMC) detail in this 8-K/A?

Commercial Metals Company details its acquisition of Foley Products Company, LLC for approximately $1.84 billion in cash. CMC purchased all issued and outstanding equity interests in the Foley ownership entities and explicitly did not assume Foley’s existing debt obligations as part of the transaction.

How did Foley Products Company perform financially before being acquired by CMC (CMC)?

Foley generated $401.1 million in net sales and $126.0 million in net income for the year ended December 31, 2024. For the nine months ended September 30, 2025, it produced net sales of $327.0 million and net income of $100.3 million, indicating strong profitability.

How did CMC finance the Foley acquisition described in this filing?

CMC financed the Foley acquisition mainly through two new senior note issues totaling $2.0 billion. It sold $1.0 billion of 5.750% notes due 2033 and $1.0 billion of 6.000% notes due 2035, incurring about $21.3 million of debt issuance costs.

What do the pro forma results show for CMC after acquiring Foley Products?

Pro forma for the Foley acquisition and new senior notes, combined net sales for the year ended August 31, 2025 are $8.23 billion. Pro forma net earnings are $83.3 million, reflecting incremental interest expense from the $2.0 billion senior notes used to fund the purchase.

How much goodwill and intangible asset value arises from CMC’s Foley acquisition?

The preliminary purchase-price allocation records about $193.9 million of identifiable intangible assets and approximately $1.31 billion of goodwill. These amounts reflect expected future economic benefits from Foley’s customer relationships, trade names, backlog, and other synergies with CMC’s existing operations.

Did CMC assume Foley’s existing term loan and revolver debt in this deal?

CMC did not assume Foley’s debt; the term loan and revolving credit facility were paid off and terminated at closing. The pro forma balance sheet instead reflects CMC’s new $2.0 billion of unsecured senior notes, which now represent the primary financing directly tied to the Foley acquisition.

What independent audit information about Foley does CMC provide in this amendment?

CMC includes audited Foley consolidated financial statements for the year ended December 31, 2024, with an unqualified opinion from Grant Thornton LLP. It also files unaudited Foley financials for the nine months ended September 30, 2025 and related notes, giving investors deeper insight into Foley’s standalone performance.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 176.2 KB
• EX-99.2 EX-99.2 163.5 KB
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Financial & Certifications

• EX-23.1 EX-23.1 1.7 KB

Other Documents

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