[8-K] COMMERCIAL METALS Co Reports Material Event

Rhea-AI Filing Summary

Commercial Metals Company announced an intent to offer to sell $2,000 million aggregate principal of senior unsecured notes in an offering exempt from SEC registration. The company plans to use the net proceeds to fund the purchase price of the previously announced Foley Products acquisition, pay transaction-related fees and expenses, and for general corporate purposes.

The notes offering is not conditioned on the acquisition and will be completed before it; the acquisition is also not contingent on the notes. If the Foley acquisition is not completed on or prior to October 15, 2026, or if the purchase agreement is terminated earlier, the company will be required to redeem all notes at 100% of the initial issue price plus accrued and unpaid interest to, but not including, the special mandatory redemption date.

Commercial Metals also furnished Foley’s audited 2024 and 2023 financial statements, unaudited nine-month 2025 and 2024 results, and excerpts from the preliminary offering memorandum and investor presentation as exhibits.

Insights

Corporate credit analyst

$2.0B senior notes to fund Foley acquisition; SMR protects buyers.

Commercial Metals plans to issue $2,000,000,000 in senior unsecured notes via an exempt offering. Proceeds are designated for the Foley Products acquisition purchase price, related fees, and general corporate purposes. The filing states the notes offering will close before the acquisition, and the acquisition does not depend on the notes closing.

A special mandatory redemption applies if the acquisition does not close by October 15, 2026 or the purchase agreement is terminated earlier: the company must redeem all notes at 100% of initial issue price plus accrued interest. This structure aligns financing with deal completion and sets a clear backstop for noteholders.

Key variables include final pricing, maturities, and covenants, which are not detailed here. Subsequent disclosures may provide terms that affect leverage, interest expense, and flexibility.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

COMMERCIAL METALS Co false 0000022444 0000022444 2025-11-12 2025-11-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 12, 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. ☐

Item 7.01 Regulation FD Disclosure.

On November 12, 2025, Commercial Metals Company (the “Company”) announced that it intends to offer to sell, subject to market and other conditions, $2,000 million aggregate principal amount of senior unsecured notes (together, the “Notes”) in an offering (the “Offering”) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds from the sale of the Notes to fund the purchase price for the Company’s previously announced acquisition of all of the issued and outstanding equity securities of entities that own Foley Products Company, LLC (“Foley” and such transaction, the “Foley Acquisition”) and transaction-related fees and expenses and for general corporate purposes.

The Offering of the Notes is not conditioned upon, and will be consummated before, the closing of the Foley Acquisition, and the closing of the Foley Acquisition is not contingent upon the completion of the Offering. In the event that the Foley Acquisition is not completed on or prior to October 15, 2026, or if prior to such date, the securities purchase agreement with respect to the Foley Acquisition is terminated, the Company will be required to redeem all of the Notes at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the date of issuance, or from the most recent date to which interest has been paid or provided for, to but not including the special mandatory redemption date.

In connection with the proposed Offering, the Company provided potential investors with a preliminary offering memorandum, dated November 12, 2025 (the “Preliminary Offering Memorandum”). The Preliminary Offering Memorandum contains (i) the audited financial statements of Foley as of and for the years ended December 31, 2024 and 2023, (ii) the unaudited consolidated financial statements of Foley as of and for the nine months ended September 30, 2025 and 2024 and (iii) other information not previously disclosed by the Company. This information is included in Exhibits 99.1, 99.2 and 99.3 attached hereto, respectively, and is incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is being furnished pursuant to Item 7.01. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale of the Notes in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.

Item 8.01 Other Events.

On November 12, 2025, the Company issued a press release announcing the proposed Offering. A copy of the press release is filed as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Audited financial statements of Foley Products Company, LLC as of and for the years ended December 31, 2024 and 2023.
99.2		Unaudited consolidated financial statements of Foley Products Company, LLC as of and for the nine months ended September 30, 2025 and 2024.
99.3		Excerpts from the Preliminary Offering Memorandum dated November 12, 2025 and Investor Presentation.
99.4		Press Release issued by Commercial Metals Company on November 12, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				COMMERCIAL METALS COMPANY
Date: November 12, 2025				By:		/s/ Paul J. Lawrence
				Name:		Paul J. Lawrence
				Title:		Senior Vice President and Chief Financial Officer