Commercial Metals (NYSE: CMC) delivers strong Q3 2026 growth and faster deleveraging
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Commercial Metals Company reported a very strong fiscal third quarter 2026. Net earnings were $173.0 million, or $1.55 per diluted share, up sharply from the prior year. Adjusted earnings reached $193.0 million, or $1.73 per diluted share, a 147.1% increase per share year-over-year.
Core EBITDA rose 78.6% year-over-year to $353.6 million, with core EBITDA margin expanding to 14.2%, up 440 basis points. Growth was driven by stronger metal margins, rising benefits from the TAG efficiency program, and a $52.9 million core EBITDA contribution from recently acquired precast businesses.
The North America Steel Group delivered adjusted EBITDA of $253.5 million, up 40.9% year-over-year, while Construction Solutions Group adjusted EBITDA more than doubled to $97.4 million, helped by precast and Tensar. Europe Steel Group adjusted EBITDA improved to $34.7 million, supported by a $20.4 million CO₂ credit and better market conditions.
As of May 31, 2026, CMC held $563.2 million in cash, cash equivalents and restricted cash, with net leverage adjusted for acquisitions at 2.1x and available liquidity near $1.8 billion. The company repurchased 283,335 shares for $18.9 million and declared a quarterly dividend of $0.20 per share, marking its 247th consecutive quarterly payment.
Positive
- Strong earnings and margin expansion: Q3 2026 net earnings rose to $173.0 million and core EBITDA increased 78.6% year-over-year to $353.6 million, with core EBITDA margin improving by 440 basis points to 14.2%.
- High-growth Construction Solutions performance: Construction Solutions Group net sales nearly doubled to $394.6 million and adjusted EBITDA grew 138.1% to $97.4 million, with margin expanding to 24.7%, aided by precast acquisitions and Tensar.
- Deleveraging and solid liquidity: Net leverage adjusted for acquisitions declined to 2.1x with cash, cash equivalents and restricted cash of $563.2 million and available liquidity near $1.8 billion as of May 31, 2026.
Negative
- None.
Insights
CMC posted broad-based earnings strength with meaningful margin expansion and rapid deleveraging progress.
Commercial Metals Company delivered standout Q3 performance: net sales of $2.48 billion were up 22.9% year-over-year, while net earnings more than doubled. Core EBITDA rose to $353.6 million and margin improved to 14.2%, reflecting stronger metal spreads, TAG program benefits, and contributions from precast acquisitions.
By segment, North America Steel Group adjusted EBITDA grew 40.9% despite planned outages and weather headwinds, while Construction Solutions Group nearly doubled revenue and grew adjusted EBITDA 138.1% on precast and Tensar strength. Europe Steel Group swung to $34.7 million of adjusted EBITDA with improved metal margins and a $20.4 million CO₂ credit.
On the balance sheet, CMC closed the quarter with $563.2 million in cash and nearly $1.8 billion of liquidity. Net leverage adjusted for acquisitions fell to 2.1x, moving closer to the stated sub‑2x mid‑2027 target. Forthcoming catalysts include the Q4 2026 core EBITDA outlook, which management expects to increase sequentially, and additional strategic detail at the August 2026 Investor Day.
8-K Event Classification
3 items: 2.02, 7.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Net sales Q3 2026: $2,483,245,000
Net earnings Q3 2026: $173,015,000
Core EBITDA Q3 2026: $353,596,000
+5 more
8 metrics
Net sales Q3 2026
$2,483,245,000
Consolidated net sales for the third quarter of fiscal 2026, up 22.9% year-over-year
Net earnings Q3 2026
$173,015,000
Net earnings for the third quarter of fiscal 2026, 108.1% higher year-over-year
Core EBITDA Q3 2026
$353,596,000
Consolidated core EBITDA in Q3 2026, up 78.6% year-over-year
Core EBITDA margin Q3 2026
14.2%
Core EBITDA margin for Q3 2026, 440 basis points higher than prior year period
North America Steel Group EBITDA
$253,487,000
Adjusted EBITDA for North America Steel Group in Q3 2026, up 40.9% year-over-year
Construction Solutions Group EBITDA
$97,411,000
Adjusted EBITDA for Construction Solutions Group in Q3 2026, up 138.1% year-over-year
Cash and equivalents
$563,217,000
Cash, cash equivalents and restricted cash as of May 31, 2026
Dividend per share
$0.20
Quarterly dividend declared on CMC common stock payable July 15, 2026
Key Terms
core EBITDA, adjusted earnings, Transform, Advance, Grow (TAG), CO₂ credit, +2 more
6 terms
core EBITDA financial
"Consolidated core EBITDA increased 78.6% year-over-year to $353.6 million due to strong market conditions"
Core EBITDA is a measure of a company's earnings from its regular business operations before interest, taxes, depreciation and amortization, with one-off, non-recurring or unusual items removed. Investors use it to see the underlying, repeatable cash-generating performance — like checking how well a store sells its usual products after ignoring a one-time sale or a one-off repair — which helps compare companies and judge ongoing profitability.
adjusted earnings financial
"adjusted earnings of $193.0 million, or $1.73 per diluted share"
Adjusted earnings are a company’s profit figure that has been altered to remove one-time, unusual or non-operational items so it better reflects the business’s regular performance. Think of it like looking at a household budget but ignoring a big, unusual expense or windfall to see what normal monthly cash flow looks like; investors use adjusted earnings to compare companies and trends, but should watch what is excluded because choices can change the picture.
Transform, Advance, Grow (TAG) financial
"increasing benefits from Transform, Advance, Grow (“TAG”) initiatives, and the contribution of the recently acquired precast businesses"
CO₂ credit financial
"benefiting from the receipt of a $20.4 million CO₂ credit and improved market conditions"
net leverage adjusted for acquisitions financial
"Net leverage adjusted for acquisitions ended the quarter at 2.1x reflecting strong cash generation"
non-GAAP financial measures financial
"Adjusted EBITDA, core EBITDA, core EBITDA margin and adjusted earnings are non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Earnings Snapshot
Net sales: $2,483,245,000 · Guidance included
Q3 2026
Net sales
$2,483,245,000
+22.9% YoY
Net earnings
$173,015,000
+108.1% YoY
Core EBITDA
$353,596,000
+78.6% YoY
Core EBITDA margin
14.2%
+440 bps YoY
Adjusted earnings
$193,025,000
+142.4% YoY
Guidance
For Q4 fiscal 2026, CMC expects core EBITDA to increase sequentially, driven by strong domestic demand, higher North America Steel Group adjusted EBITDA, mid-teens adjusted EBITDA growth in Construction Solutions Group, and modestly higher Europe Steel Group adjusted EBITDA excluding CO₂ credits.
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): June 25, 2026
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | ||||||||||||||
(Commission File Number) | (IRS Employer Identification No.) | |||||||||||||
| (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 | ||||||||||||
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 2.02 Results of Operations and Financial Condition.
On June 25, 2026, CMC issued a press release announcing its financial results for the third quarter of fiscal year 2026. A copy of the press release is attached hereto as Exhibit 99.1. The press release is incorporated by reference into this Item 2.02, and the foregoing description of the press release is qualified in its entirety by reference to Exhibit 99.1.
The information in this Item 2.02 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01 Regulation FD Disclosure.
On June 25, 2026, CMC made available on its website a financial presentation regarding its financial results for the third quarter of fiscal year 2026. A copy of the financial presentation is attached hereto as Exhibit 99.2. The financial presentation is incorporated by reference into this Item 7.01, and the foregoing description of the financial presentation is qualified in its entirety by reference to Exhibit 99.2.
The information in this Item 7.01 of Form 8-K, including Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of CMC under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 Financial Statements and Exhibits. | |||||
| (d) | Exhibits | ||||
| The following exhibits are being furnished as part of this Current Report on Form 8-K: | |||||
| 99.1 | Press Release issued by CMC on June 25, 2026 | ||||
| 99.2 | Financial Presentation | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
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: June 25, 2026 | By: /s/ Paul J. Lawrence | |||||||
| Name: Paul J. Lawrence | ||||||||
| Title: Senior Vice President and Chief Financial Officer | ||||||||
Exhibit No. 99.1
News Release 
CMC REPORTS THIRD QUARTER OF FISCAL 2026 RESULTS
•Third quarter net earnings of $173.0 million, or $1.55 per diluted share and adjusted earnings of $193.0 million, or $1.73 per diluted share
•Consolidated core EBITDA increased 78.6% year-over-year to $353.6 million due to strong market conditions, increasing benefits from Transform, Advance, Grow (“TAG”) initiatives, and the contribution of the recently acquired precast businesses
•Consolidated core EBITDA margin of 14.2% increased by 440 basis points compared to the prior year period
•Reduced net leverage; clear visibility to <2x well ahead of the stated goal of mid-2027
Irving, TX - June 25, 2026 - CMC (NYSE: CMC) (the "Company") today announced financial results for its fiscal third quarter ended May 31, 2026.
CEO Commentary
“During our fiscal third quarter, we continued to make great progress on our strategic agenda across a number of fronts,” said Peter Matt, President and Chief Executive Officer. "We substantially grew Core EBITDA, and made meaningful progress deleveraging our balance sheet. Our early-stage construction portfolio is benefiting from solid demand, along with strong booking and backlogs at attractive prices. The commercial and operating rigor that define CMC, together with the growing benefits of our TAG program, position the Company to deliver strong results in the fourth quarter and beyond."
Third Quarter Operational and Financial Highlights
| Three Months Ended | ||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | 5/31/2026 | 2/28/2026 | 5/31/2025 | QoQ Change | YoY Change | |||||||||||||||||||||||||||
| Net sales | $ | 2,483,245 | $ | 2,132,018 | $ | 2,019,984 | 16.5 | % | 22.9 | % | ||||||||||||||||||||||
| Net earnings | $ | 173,015 | $ | 93,032 | $ | 83,126 | 86.0 | % | 108.1 | % | ||||||||||||||||||||||
| Core EBITDA | $ | 353,596 | $ | 297,473 | $ | 198,025 | 18.9 | % | 78.6 | % | ||||||||||||||||||||||
| Core EBITDA margin | 14.2% | 14.0% | 9.8% | 20bps | 440bps | |||||||||||||||||||||||||||
| Net earnings per diluted share | $ | 1.55 | $ | 0.83 | $ | 0.73 | 86.7 | % | 112.3 | % | ||||||||||||||||||||||
| Adjusted earnings | $ | 193,025 | $ | 130,147 | $ | 79,618 | 48.3 | % | 142.4 | % | ||||||||||||||||||||||
| Adjusted earnings per diluted share | $ | 1.73 | $ | 1.16 | $ | 0.70 | 49.1 | % | 147.1 | % | ||||||||||||||||||||||
For the third quarter of fiscal 2026, the Company reported consolidated net earnings of $173.0 million or $1.55 per diluted share, adjusted earnings were $193.0 million, or $1.73 per diluted share, an increase of 147.1% on a per-share basis versus the comparable prior year period. Consolidated core EBITDA for the fiscal third quarter increased 78.6% year-over-year to $353.6 million with all segments delivering significant adjusted EBITDA growth
(CMC Third Quarter Fiscal 2026 - 2)
relative to the prior year period. Consolidated core EBITDA margins expanded to 14.2%, up 440 basis points year-over-year due to metal margin expansion, a $52.9 million contribution from the recent precast acquisitions, as well as improved Europe Steel Group performance.
Relative to the fiscal second quarter, significant improvement from the Construction Solutions Group ("CSG") and Europe Steel Group, more than offset headwinds in the North America Steel Group adjusted EBITDA. Core EBITDA margins expanded 20 basis points sequentially.1
Business Segments - Fiscal Third Quarter 2026 Review
North America Steel Group
Third quarter North America Steel Group adjusted EBITDA was $253.5 million, an increase of 41% year-over-year driven by higher margins over scrap costs and benefits from CMC’s TAG program. Metal margins increased $111 per ton, with average selling price for steel products increasing $130 per ton, while scrap costs were up only $19 per ton over the same timeframe. As a result, adjusted EBITDA margin was 14.2%, up from 11.5% in the prior year period. Finished goods shipment volumes for the North America Steel Group decreased 1.7% versus the prior year due to temporary inventory constraints related to the planned downtime, several lost shipping days due to heavy rainfall, which curtailed construction activity in certain markets, and increased commercial discipline in focusing on value over volume. Despite these headwinds in the third quarter, underlying demand remains solid. The project pipeline continues to grow, supported by public infrastructure spending, as well as mega-projects investments across data centers, semiconductors, and ongoing energy-related build outs, all of which are contributing to a healthy backlog. Downstream backlog volumes remained elevated above historical averages, with third quarter booking pricing increasing 15.5% versus the prior year period.
On a sequential basis, segment profitability moderated due to a combination of three factors. First, planned maintenance outages across a number of mill operations increased costs and impacted shipments. Second, construction activity in key markets, including Texas was curtailed by heavy rainfall. Finally, the timing of price increases temporarily lagged fuel-driven scrap cost increases. These factors impacting third quarter results have proven temporary. Margins on steel products compressed by $13 per ton sequentially, as the average selling price increase for steel products of $15 per ton was more than offset by a $28 per ton increase in scrap costs over the same time period.
Construction Solutions Group
CSG third quarter net sales doubled year-over-year to $394.6 million, while adjusted EBITDA of $97.4 million was up 138.1% year-over-year. Sales and adjusted EBITDA growth was fueled by the inclusion of CMC's precast acquisitions, which contributed $175.7 million to segment revenue and $52.9 million to segment adjusted
1 "Adjusted EBITDA," "core EBITDA," "core EBITDA margin," "adjusted earnings" and "adjusted earnings per diluted share" are non-GAAP financial measures. Details, including a reconciliation of each such non-GAAP financial measure to the most directly comparable measure prepared and presented in accordance with GAAP, can be found in the financial tables that follow.
(CMC Third Quarter Fiscal 2026 - 3)
EBITDA during the quarter, as well as a strong quarter for Tensar. Adjusted EBITDA margin of 24.7% was up 400 basis points relative to the prior year period.
Precast shipments experienced some weakness in select southeast markets in part driven by unfavorable weather conditions that led to delays. These conditions have started to normalize in the fiscal fourth quarter. Moreover, robust precast bidding activity, recent bookings, and strong backlogs supports solid performance in the fourth quarter. Tensar profitability accelerated year-over-year due to the strong demand environment and cost control actions. Performance for the other businesses within the CSG was stable relative to the year-ago period.
Europe Steel Group
For the third quarter, Europe Steel Group generated adjusted EBITDA of $34.7 million, up from $3.6 million in the prior-year period, benefiting from the receipt of a $20.4 million CO₂ credit and improved market conditions. Metal margin expanded by $37 per ton year-over-year as average selling price increased $34 per ton and scrap costs decreased by $3 per ton. Adjusted EBITDA margin expanded to 11.9%, up from 1.5% in the year-ago period.
More constructive trade policy is beginning to support market conditions in Europe. As expected, the EU Carbon Border Adjustment Mechanism ("CBAM"), implemented earlier this year, has strengthened domestic demand, with third quarter total steel shipments increasing 41.2% sequentially. Looking ahead, the combination of CBAM and improved EU trade measures effective July 1, 2026 and increased infrastructure spending in key markets is expected to support an improved operating and margin environment for the Europe Steel Group.
Balance Sheet & Capital Allocation
As of May 31, 2026, cash, cash equivalents and restricted cash totaled $563.2 million and available liquidity was nearly $1.8 billion. Net leverage adjusted for acquisitions2 ended the quarter at 2.1x reflecting strong cash generation and balance sheet discipline.
During the quarter, CMC repurchased 283,335 shares of common stock valued at $18.9 million in the aggregate. As of May 31, 2026, $128.9 million remained available under the current share repurchase authorization.
On June 24, 2026, the board of directors declared a quarterly dividend of $0.20 per share of CMC common stock payable to stockholders of record on July 6, 2026. The dividend, to be paid on July 15, 2026, will mark the 247th consecutive quarterly payment by the Company.
Outlook
Mr. Matt added, “Looking to the fourth quarter, supported by favorable market conditions, robust backlogs, and our strategic initiatives currently underway, we are well positioned to finish fiscal 2026 on very strong footing. We look forward to providing additional updates on our long-term strategy, operations, and financial performance at our upcoming Investor Day in August."
2 Net leverage adjusted for acquisitions represents net debt divided by trailing 12-month adjusted EBITDA. whereby trailing 12-month adjusted EBITDA has been further adjusted to (a) eliminate actual results from the precast business since the respective acquisition dates and instead include $245 million of expected annualized EBITDA contribution from the precast business, based on the midpoint of expectations and (b) eliminate the impact of approximately $36.5 million of acquisition and integration related costs. Net debt is a non-GAAP measure and is calculated as total debt minus cash, cash equivalents and restricted cash. A reconciliation to the most directly comparable measure prepared and presented in accordance with GAAP can be found in the financial tables that follow.
(CMC Third Quarter Fiscal 2026 - 4)
For the fourth quarter of fiscal 2026, core EBITDA is expected to increase sequentially driven primarily by the following factors:
•Healthy domestic demand conditions and strong backlogs
•Stronger North America Steel Group adjusted EBITDA, reflecting the absence of the $20 million third quarter mill outage headwind, along with a similarly sized benefit expected from the combination of volume growth and margin expansion
•Mid-teens adjusted EBITDA growth in the Construction Solutions Group driven by the contribution from the precast acquisitions and underlying momentum in the rest of the business
•Modestly higher adjusted EBITDA performance in the Europe Steel Group, excluding impacts from CO₂ credits
Investor Day
CMC previously announced it will host an Investor Day on August 5, 2026 to provide updates on its strategy, operations, and long-term growth outlook. The event will be webcast live via the Investor Relations section of CMC’s website at www.cmc.com. Investors and other interested parties are invited to join the virtual event by registering in advance at the Investor Day section of ir.cmc.com. A replay of the webcast and accompanying materials will be available following the event.
Conference Call
CMC invites you to listen to a live broadcast of its third quarter fiscal 2026 conference call today, Thursday, June 25, 2026 at 11:00 a.m. ET. Peter Matt, President and Chief Executive Officer, and Paul Lawrence, Senior Vice President and Chief Financial Officer, will host the call. The call is accessible via our website at www.cmc.com. In the event you are unable to listen to the live broadcast, the call will be archived and available for replay on our website on the next business day. Financial and statistical information presented in the broadcast are located on CMC's website under "Investors."
About CMC
CMC is a Fortune 500 company headquartered in Irving, Texas, and a leading provider of early-stage construction solutions that support the foundational phases of modern infrastructure and building projects. Founded in 1915, CMC has grown from a single-site recycling operation to one of the largest U.S. manufacturers of steel reinforcing bar ("rebar"), a leading producer of subgrade soil stabilization and foundation enhancement solutions and a major supplier of concrete pipe and precast products.
Through an extensive manufacturing network primarily located in the United States and Central Europe, with strategic operations in the United Kingdom, Europe and Asia, CMC serves infrastructure, non-residential, residential, industrial and energy markets. While often unseen, CMC’s products are essential to highways, bridges, airports, commercial buildings and other critical structures that support everyday life.
(CMC Third Quarter Fiscal 2026 - 5)
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the federal securities laws with respect to the expected performance of our recently acquired precast platform, general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, backlog volumes, the ability to operate our steel mills at full capacity, particularly during periods of domestic mill start-ups, the future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our CSG segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, the effects of CBAM and other EU trade measures on European demand and pricing, capital expenditures, tax credits, the timing, amount and recurrence of CO2 or emissions-related credits. our liquidity and our ability to satisfy future liquidity requirements, our ability to achieve our stated deleveraging target within the anticipated timeframe, estimated contractual obligations, the expected capabilities and benefits of new facilities, the anticipated benefits and timeline for execution of our growth plan and initiatives, including our TAG operational and commercial excellence program, and our expectations or beliefs concerning future events. The statements in this release that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans or intentions.
The Company's forward-looking statements are based on management’s expectations and beliefs as of the time this news release was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in our filings with the U.S. Securities and Exchange Commission, including, but not limited to, in Part I, Item 1A, "Risk Factors" of our annual report on Form 10-K for the fiscal year ended August 31, 2025, as well as the following: changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of downstream contracts within our vertically integrated steel operations due to rising commodity pricing; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; the impact of additional steelmaking capacity expected to come online from a number of ongoing electric arc furnace projects in the U.S.; the impact of geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global
(CMC Third Quarter Fiscal 2026 - 6)
economy, inflation, energy supplies and raw materials; increased attention to environmental, social and governance ("ESG") matters, including any targets or other ESG, environmental justice or regulatory initiatives; operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments; impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations; compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities; potential limitations in our or our customers' abilities to access credit and non-compliance with their contractual obligations, including payment obligations; activity in repurchasing shares of our common stock under our share repurchase program; financial and non-financial covenants and restrictions on the operation of our business contained in agreements governing our debt; our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions; the effects that acquisitions may have on our financial leverage; risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third-party consents and approvals; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; the impact of goodwill or other indefinite-lived intangible asset impairment charges; the impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business; availability and pricing of electricity, electrodes and natural gas for mill operations; our ability to hire and retain key executives and other employees; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; our ability to make necessary capital expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including those related to the Pacific Steel Group litigation and other legal proceedings; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots.
(CMC Third Quarter Fiscal 2026 - 7)
| COMMERCIAL METALS COMPANY AND SUBSIDIARIES FINANCIAL & OPERATING STATISTICS (UNAUDITED) | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per ton amounts) | 5/31/2026 | 2/28/2026 | 11/30/2025 | 8/31/2025 | 5/31/2025 | 5/31/2026 | 5/31/2025 | |||||||||||||||||||||||||||||||||||||
| North America Steel Group | ||||||||||||||||||||||||||||||||||||||||||||
| Net sales to external customers | $ | 1,789,381 | $ | 1,608,321 | $ | 1,661,058 | $ | 1,616,078 | $ | 1,562,286 | $ | 5,058,760 | $ | 4,467,771 | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | 253,487 | 269,674 | 293,906 | 239,416 | 179,936 | 817,067 | 503,069 | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 14.2% | 16.8% | 17.7% | 14.8% | 11.5% | 16.2% | 11.3% | |||||||||||||||||||||||||||||||||||||
| External tons shipped | ||||||||||||||||||||||||||||||||||||||||||||
| Raw materials | 482 | 358 | 384 | 374 | 385 | 1,224 | 1,036 | |||||||||||||||||||||||||||||||||||||
| Rebar | 482 | 481 | 544 | 544 | 534 | 1,507 | 1,586 | |||||||||||||||||||||||||||||||||||||
| Merchant bar and other | 268 | 235 | 251 | 244 | 264 | 754 | 748 | |||||||||||||||||||||||||||||||||||||
| Steel products | 750 | 716 | 795 | 788 | 798 | 2,261 | 2,334 | |||||||||||||||||||||||||||||||||||||
| Downstream products | 384 | 335 | 350 | 366 | 355 | 1,069 | 1,009 | |||||||||||||||||||||||||||||||||||||
| Average selling price per ton | ||||||||||||||||||||||||||||||||||||||||||||
| Raw materials | $ | 873 | $ | 985 | $ | 900 | $ | 881 | $ | 809 | $ | 919 | $ | 875 | ||||||||||||||||||||||||||||||
| Steel products | 989 | 974 | 939 | 882 | 859 | 968 | 829 | |||||||||||||||||||||||||||||||||||||
| Downstream products | 1,260 | 1,242 | 1,236 | 1,214 | 1,212 | 1,247 | 1,231 | |||||||||||||||||||||||||||||||||||||
| Cost of raw materials per ton | $ | 660 | $ | 741 | $ | 648 | $ | 649 | $ | 617 | $ | 683 | $ | 665 | ||||||||||||||||||||||||||||||
| Cost of ferrous scrap utilized per ton | $ | 379 | $ | 351 | $ | 318 | $ | 314 | $ | 360 | $ | 349 | $ | 340 | ||||||||||||||||||||||||||||||
| Steel products metal margin per ton | $ | 610 | $ | 623 | $ | 621 | $ | 568 | $ | 499 | $ | 619 | $ | 489 | ||||||||||||||||||||||||||||||
| Construction Solutions Group | ||||||||||||||||||||||||||||||||||||||||||||
| Net sales to external customers | $ | 394,574 | $ | 314,425 | $ | 198,277 | $ | 221,753 | $ | 197,454 | $ | 907,276 | $ | 525,733 | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | 97,411 | 53,420 | 39,581 | 50,630 | 40,912 | 190,412 | 87,091 | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 24.7% | 17.0% | 20.0% | 22.8% | 20.7% | 21.0% | 16.6% | |||||||||||||||||||||||||||||||||||||
| Europe Steel Group | ||||||||||||||||||||||||||||||||||||||||||||
| Net sales to external customers | $ | 291,235 | $ | 200,014 | $ | 247,650 | $ | 263,294 | $ | 247,590 | $ | 738,899 | $ | 655,026 | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | 34,665 | (1,428) | 10,929 | 39,098 | 3,593 | 44,166 | 30,184 | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 11.9% | (0.7)% | 4.4% | 14.8% | 1.5% | 6.0% | 4.6% | |||||||||||||||||||||||||||||||||||||
| External tons shipped | ||||||||||||||||||||||||||||||||||||||||||||
| Rebar | 136 | 69 | 119 | 117 | 88 | 324 | 295 | |||||||||||||||||||||||||||||||||||||
| Merchant bar and other | 265 | 215 | 243 | 257 | 271 | 723 | 687 | |||||||||||||||||||||||||||||||||||||
| Steel products | 401 | 284 | 362 | 374 | 359 | 1,047 | 982 | |||||||||||||||||||||||||||||||||||||
| Average selling price per ton | ||||||||||||||||||||||||||||||||||||||||||||
| Steel products | $ | 697 | $ | 672 | $ | 651 | $ | 668 | $ | 663 | $ | 674 | $ | 639 | ||||||||||||||||||||||||||||||
| Cost of ferrous scrap utilized per ton | $ | 367 | $ | 356 | $ | 345 | $ | 351 | $ | 370 | $ | 357 | $ | 360 | ||||||||||||||||||||||||||||||
| Steel products metal margin per ton | $ | 330 | $ | 316 | $ | 306 | $ | 317 | $ | 293 | $ | 317 | $ | 279 | ||||||||||||||||||||||||||||||
(CMC Third Quarter Fiscal 2026 - 8)
| COMMERCIAL METALS COMPANY AND SUBSIDIARIES BUSINESS SEGMENTS (UNAUDITED) | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 5/31/2026 | 2/28/2026 | 11/30/2025 | 8/31/2025 | 5/31/2025 | 5/31/2026 | 5/31/2025 | |||||||||||||||||||||||||||||||||||||
| Net sales to external customers | ||||||||||||||||||||||||||||||||||||||||||||
| North America Steel Group | $ | 1,789,381 | $ | 1,608,321 | $ | 1,661,058 | $ | 1,616,078 | $ | 1,562,286 | $ | 5,058,760 | $ | 4,467,771 | ||||||||||||||||||||||||||||||
| Construction Solutions Group | 394,574 | 314,425 | 198,277 | 221,753 | 197,454 | 907,276 | 525,733 | |||||||||||||||||||||||||||||||||||||
| Europe Steel Group | 291,235 | 200,014 | 247,650 | 263,294 | 247,590 | 738,899 | 655,026 | |||||||||||||||||||||||||||||||||||||
| Corporate and Other | 8,055 | 9,258 | 13,322 | 13,393 | 12,654 | 30,635 | 35,432 | |||||||||||||||||||||||||||||||||||||
| Total net sales to external customers | $ | 2,483,245 | $ | 2,132,018 | $ | 2,120,307 | $ | 2,114,518 | $ | 2,019,984 | $ | 6,735,570 | $ | 5,683,962 | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||||||||||||||||||||||||||
| North America Steel Group | $ | 253,487 | $ | 269,674 | $ | 293,906 | $ | 239,416 | $ | 179,936 | $ | 817,067 | $ | 503,069 | ||||||||||||||||||||||||||||||
| Construction Solutions Group | 97,411 | 53,420 | 39,581 | 50,630 | 40,912 | 190,412 | 87,091 | |||||||||||||||||||||||||||||||||||||
| Europe Steel Group | 34,665 | (1,428) | 10,929 | 39,098 | 3,593 | 44,166 | 30,184 | |||||||||||||||||||||||||||||||||||||
| Corporate and Other | (49,654) | (70,410) | (55,848) | (50,716) | (36,952) | (175,912) | (458,049) | |||||||||||||||||||||||||||||||||||||
| Total adjusted EBITDA | $ | 335,909 | $ | 251,256 | $ | 288,568 | $ | 278,428 | $ | 187,489 | $ | 875,733 | $ | 162,295 | ||||||||||||||||||||||||||||||
(CMC Third Quarter Fiscal 2026 - 9)
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (UNAUDITED) | ||||||||||||||||||||||||||
| Three Months Ended May 31, | Nine Months Ended May 31, | |||||||||||||||||||||||||
| (in thousands, except share and per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net sales | $ | 2,483,245 | $ | 2,019,984 | $ | 6,735,570 | $ | 5,683,962 | ||||||||||||||||||
| Costs and operating expenses: | ||||||||||||||||||||||||||
| Cost of goods sold | 2,028,109 | 1,720,063 | 5,485,391 | 4,856,614 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 222,314 | 175,769 | 651,104 | 521,187 | ||||||||||||||||||||||
| Interest expense | 40,205 | 10,864 | 105,981 | 33,353 | ||||||||||||||||||||||
| Litigation expense | 3,778 | 3,776 | 11,580 | 358,496 | ||||||||||||||||||||||
| Net costs and operating expenses | 2,294,406 | 1,910,472 | 6,254,056 | 5,769,650 | ||||||||||||||||||||||
| Earnings (loss) before income taxes | 188,839 | 109,512 | 481,514 | (85,688) | ||||||||||||||||||||||
| Income tax expense (benefit) | 15,824 | 26,386 | 38,185 | (18,569) | ||||||||||||||||||||||
| Net earnings (loss) | $ | 173,015 | $ | 83,126 | $ | 443,329 | $ | (67,119) | ||||||||||||||||||
Earnings (loss) per share: | ||||||||||||||||||||||||||
| Basic | $ | 1.56 | $ | 0.74 | $ | 4.00 | $ | (0.59) | ||||||||||||||||||
| Diluted | 1.55 | 0.73 | 3.96 | (0.59) | ||||||||||||||||||||||
| Cash dividends per share | $ | 0.20 | $ | 0.18 | $ | 0.56 | $ | 0.54 | ||||||||||||||||||
| Average basic shares outstanding | 110,845,841 | 112,700,136 | 110,955,940 | 113,437,950 | ||||||||||||||||||||||
| Average diluted shares outstanding | 111,714,880 | 113,559,456 | 111,979,490 | 113,437,950 | ||||||||||||||||||||||
(CMC Third Quarter Fiscal 2026 - 10)
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ||||||||||||||
| (in thousands, except share and per share data) | May 31, 2026 | August 31, 2025 | ||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 559,759 | $ | 1,043,252 | ||||||||||
| Restricted cash | 3,458 | 2,652 | ||||||||||||
Accounts receivable (less allowance for doubtful accounts of $4,422 and $3,186) | 1,391,195 | 1,201,680 | ||||||||||||
| Inventories, net | 1,172,564 | 934,310 | ||||||||||||
| Prepaid and other current assets | 334,739 | 312,924 | ||||||||||||
| Total current assets | 3,461,715 | 3,494,818 | ||||||||||||
| Property, plant and equipment, net | 3,330,149 | 2,742,773 | ||||||||||||
| Intangible assets, net | 463,872 | 210,815 | ||||||||||||
| Goodwill | 2,136,509 | 386,846 | ||||||||||||
| Other noncurrent assets | 404,110 | 336,582 | ||||||||||||
| Total assets | $ | 9,796,355 | $ | 7,171,834 | ||||||||||
| Liabilities and stockholders' equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 458,482 | $ | 358,373 | ||||||||||
| Accrued contingent litigation-related loss | 373,476 | 362,272 | ||||||||||||
| Other accrued expenses and payables | 567,654 | 493,879 | ||||||||||||
| Current maturities of long-term debt | 88,792 | 44,289 | ||||||||||||
| Total current liabilities | 1,488,404 | 1,258,813 | ||||||||||||
| Deferred income taxes | 190,672 | 184,645 | ||||||||||||
| Other noncurrent liabilities | 273,445 | 225,044 | ||||||||||||
| Long-term debt | 3,311,693 | 1,310,006 | ||||||||||||
| Total liabilities | 5,264,214 | 2,978,508 | ||||||||||||
| Stockholders' equity: | ||||||||||||||
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 110,695,456 and 111,189,136 shares | 1,290 | 1,290 | ||||||||||||
| Additional paid-in capital | 415,814 | 406,916 | ||||||||||||
| Accumulated other comprehensive loss | (23,164) | (25,251) | ||||||||||||
| Retained earnings | 4,888,315 | 4,507,114 | ||||||||||||
Less treasury stock, 18,365,208 and 17,871,528 shares at cost | (750,388) | (697,003) | ||||||||||||
| Stockholders' equity | 4,531,867 | 4,193,066 | ||||||||||||
| Stockholders' equity attributable to non-controlling interests | 274 | 260 | ||||||||||||
| Total stockholders' equity | 4,532,141 | 4,193,326 | ||||||||||||
| Total liabilities and stockholders' equity | $ | 9,796,355 | $ | 7,171,834 | ||||||||||
(CMC Third Quarter Fiscal 2026 - 11)
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||||||||
| Nine Months Ended May 31, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Cash flows from (used by) operating activities: | ||||||||||||||
| Net earnings (loss) | $ | 443,329 | $ | (67,119) | ||||||||||
Adjustments to reconcile net earnings (loss) to net cash flows from operating activities: | ||||||||||||||
| Depreciation and amortization | 282,711 | 213,397 | ||||||||||||
| Write-off of committed financing fees | 11,563 | — | ||||||||||||
| Stock-based compensation | 37,426 | 27,816 | ||||||||||||
| Write-down of inventory | 417 | 20,665 | ||||||||||||
| Unrealized loss on undesignated commodity hedges | 5,527 | 62 | ||||||||||||
| Unrealized loss (gain) on undesignated foreign exchange hedges | 3,763 | (1,558) | ||||||||||||
| Amortization of debt issuance costs | 3,431 | 850 | ||||||||||||
| Deferred income taxes and other long-term taxes | (616) | (94,217) | ||||||||||||
| Litigation expense | 11,580 | 358,496 | ||||||||||||
| Settlement of New Markets Tax Credit transaction | — | (2,786) | ||||||||||||
| Other | (1,010) | 3,705 | ||||||||||||
| Changes in operating assets and liabilities | (195,098) | (59,446) | ||||||||||||
Net cash flows from operating activities | 603,023 | 399,865 | ||||||||||||
| Cash flows from (used by) investing activities: | ||||||||||||||
| Acquisitions, net of cash acquired | (2,516,122) | — | ||||||||||||
| Capital expenditures | (404,273) | (293,904) | ||||||||||||
| Proceeds from government assistance related to property, plant and equipment | — | 25,000 | ||||||||||||
| Proceeds from the sale of property, plant and equipment | 5,045 | 5,439 | ||||||||||||
| Proceeds from insurance | 9,602 | 2,237 | ||||||||||||
| Other | (1,328) | (1,393) | ||||||||||||
Net cash flows used by investing activities | (2,907,076) | (262,621) | ||||||||||||
| Cash flows from (used by) financing activities: | ||||||||||||||
| Proceeds from issuance of long-term debt | 1,985,000 | 147,724 | ||||||||||||
| Repayments of long-term debt | (34,211) | (30,403) | ||||||||||||
| Debt issuance costs | (8,489) | (606) | ||||||||||||
| Committed financing fees | (11,563) | — | ||||||||||||
| Proceeds from accounts receivable facilities | 109,013 | 29,758 | ||||||||||||
| Repayments under accounts receivable facilities | (76,465) | (29,758) | ||||||||||||
| Treasury stock acquired | (76,106) | (148,854) | ||||||||||||
| Tax withholdings related to share settlements, net of purchase plans | (4,333) | (9,551) | ||||||||||||
| Dividends | (62,128) | (61,300) | ||||||||||||
| Contribution from non-controlling interest | 14 | 12 | ||||||||||||
Net cash flows from (used by) financing activities | 1,820,732 | (102,978) | ||||||||||||
| Effect of exchange rate changes on cash | 634 | 1,307 | ||||||||||||
Increase (decrease) in cash and cash equivalents | (482,687) | 35,573 | ||||||||||||
| Cash, restricted cash and cash equivalents at beginning of period | 1,045,904 | 859,555 | ||||||||||||
| Cash, restricted cash and cash equivalents at end of period | $ | 563,217 | $ | 895,128 | ||||||||||
(CMC Third Quarter Fiscal 2026 - 12)
COMMERCIAL METALS COMPANY
NON-GAAP FINANCIAL MEASURES (UNAUDITED)
This press release contains financial measures not derived in accordance with U.S. generally accepted accounting principles ("GAAP"). Reconciliations to the most comparable GAAP measure are provided below.
Adjusted EBITDA, core EBITDA, core EBITDA margin and adjusted earnings are non-GAAP financial measures. Adjusted earnings per diluted share is defined as adjusted earnings on a diluted per share basis. Core EBITDA margin is defined as core EBITDA divided by net sales. The adjustment "Settlement of New Markets Tax Credit transactions" represents the recognition of deferred revenue from 2016 and 2017 resulting from the Company’s participation in the New Markets Tax Credit program provided for in the Community Renewal Tax Relief Act of 2000 during the development of a micro mill, spooler and T-post shop located in eligible zones as determined by the Internal Revenue Service. The adjustment "Litigation expense" represents a provision recorded in the three months ended November 30, 2024 related to the judgment in the Pacific Steel Group litigation and, with respect to subsequent periods, primarily represents interest expense on the judgment amount. The adjustments “Acquisition and integration related costs” and "Acquisition, integration and financing related costs" represent nonrecurring fees associated with the Foley Products Company, LLC (“Foley”) and Concrete Pipe and Precast, LLC (“CP&P”) acquisitions. The adjustment "Purchase accounting effect on inventory" represents a one time fair value adjustment on inventory associated with the Foley and CP&P acquisitions. The adjustment "Amortization of acquired contract backlog" represents the amortization of the intangible contract backlog from the Foley and CP&P acquisitions.
Non-GAAP financial measures should be viewed in addition to, and not as alternatives to, the most directly comparable measures derived in accordance with GAAP and may not be comparable to similar measures presented by other companies. However, we believe that the non-GAAP financial measures provide relevant and useful information to management, investors, analysts, creditors and other interested parties in our industry as they allow: (i) comparison of our earnings to those of our competitors; (ii) a supplemental measure of our underlying business operational performance; and (iii) the assessment of period-to-period performance trends. Management uses non-GAAP financial measures to evaluate financial performance. We have not reconciled the forward-looking estimates of TAG-related EBITDA benefits to comparable GAAP measures because applicable information for future periods, on which these reconciliations would be based, is not readily available due to uncertainty regarding, and the potential variability of metal margins, U.S. trade policy, cost levels of key production inputs, construction activity and related product demand, etc. Accordingly, reconciliations of the forward-looking estimates of TAG-related EBITDA benefits to net earnings are not available at this time without unreasonable effort.
(CMC Third Quarter Fiscal 2026 - 13)
A reconciliation of net earnings (loss) to adjusted EBITDA and core EBITDA is provided below:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 5/31/2026 | 2/28/2026 | 11/30/2025 | 8/31/2025 | 5/31/2025 | 5/31/2026 | 5/31/2025 | |||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | $ | 173,015 | $ | 93,032 | $ | 177,282 | $ | 151,781 | $ | 83,126 | $ | 443,329 | $ | (67,119) | ||||||||||||||||||||||||||||||
| Interest expense | 40,205 | 40,928 | 24,848 | 12,145 | 10,864 | 105,981 | 33,353 | |||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 15,824 | 16,708 | 5,653 | 41,452 | 26,386 | 38,185 | (18,569) | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 107,422 | 102,567 | 72,722 | 72,480 | 72,376 | 282,711 | 213,397 | |||||||||||||||||||||||||||||||||||||
| Asset impairments | — | — | — | 3,436 | 785 | — | 1,171 | |||||||||||||||||||||||||||||||||||||
| Unrealized (gain) loss on undesignated commodity hedges | (557) | (1,979) | 8,063 | (2,866) | (6,048) | 5,527 | 62 | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 335,909 | 251,256 | 288,568 | 278,428 | 187,489 | 875,733 | 162,295 | |||||||||||||||||||||||||||||||||||||
| Non-cash equity compensation | 11,384 | 14,806 | 11,236 | 9,237 | 9,546 | 37,426 | 27,816 | |||||||||||||||||||||||||||||||||||||
| Settlement of New Markets Tax Credit transactions | — | — | — | — | (2,786) | — | (2,786) | |||||||||||||||||||||||||||||||||||||
| Litigation expense | 3,778 | 4,067 | 3,735 | 3,776 | 3,776 | 11,580 | 358,496 | |||||||||||||||||||||||||||||||||||||
| Acquisition and integration related costs | 2,525 | 20,605 | 13,379 | — | — | 36,509 | — | |||||||||||||||||||||||||||||||||||||
| Purchase accounting effect on inventory | — | 6,739 | — | — | — | 6,739 | — | |||||||||||||||||||||||||||||||||||||
| Core EBITDA | $ | 353,596 | $ | 297,473 | $ | 316,918 | $ | 291,441 | $ | 198,025 | $ | 967,987 | $ | 545,821 | ||||||||||||||||||||||||||||||
| Net sales | $ | 2,483,245 | $ | 2,132,018 | $ | 2,120,307 | $ | 2,114,518 | $ | 2,019,984 | $ | 6,735,570 | $ | 5,683,962 | ||||||||||||||||||||||||||||||
| Core EBITDA margin | 14.2% | 14.0% | 14.9% | 13.8% | 9.8% | 14.4% | 9.6% | |||||||||||||||||||||||||||||||||||||
A reconciliation of net earnings (loss) to adjusted earnings is provided below:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | 5/31/2026 | 2/28/2026 | 11/30/2025 | 8/31/2025 | 5/31/2025 | 5/31/2026 | 5/31/2025 | |||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | $ | 173,015 | $ | 93,032 | $ | 177,282 | $ | 151,781 | $ | 83,126 | $ | 443,329 | $ | (67,119) | ||||||||||||||||||||||||||||||
| Asset impairments | — | — | — | 3,436 | 785 | — | 1,171 | |||||||||||||||||||||||||||||||||||||
| Settlement of New Markets Tax Credit transactions | — | — | — | — | (2,786) | — | (2,786) | |||||||||||||||||||||||||||||||||||||
| Litigation expense | 3,778 | 4,067 | 3,735 | 3,776 | 3,776 | 11,580 | 358,496 | |||||||||||||||||||||||||||||||||||||
| Unrealized (gain) loss on undesignated commodity hedges | (557) | (1,979) | 8,063 | (2,866) | (6,048) | 5,527 | 62 | |||||||||||||||||||||||||||||||||||||
| Acquisition, integration and financing related costs | 2,525 | 20,605 | 24,942 | — | — | 48,072 | — | |||||||||||||||||||||||||||||||||||||
| Amortization of acquired contract backlog | 19,750 | 17,729 | — | — | — | 37,479 | — | |||||||||||||||||||||||||||||||||||||
| Purchase accounting effect on inventory | — | 6,739 | — | — | — | 6,739 | — | |||||||||||||||||||||||||||||||||||||
| Total adjustments (pre-tax) | $ | 25,496 | $ | 47,161 | $ | 36,740 | $ | 4,346 | $ | (4,273) | $ | 109,397 | $ | 356,943 | ||||||||||||||||||||||||||||||
| Related tax effects on adjustments | (5,486) | (10,046) | (7,846) | (1,162) | 765 | (23,378) | (87,506) | |||||||||||||||||||||||||||||||||||||
| Adjusted earnings | $ | 193,025 | $ | 130,147 | $ | 206,176 | $ | 154,965 | $ | 79,618 | $ | 529,348 | $ | 202,318 | ||||||||||||||||||||||||||||||
| Net earnings (loss) per diluted share | $ | 1.55 | $ | 0.83 | $ | 1.58 | $ | 1.35 | $ | 0.73 | $ | 3.96 | $ | (0.59) | ||||||||||||||||||||||||||||||
| Adjusted earnings per diluted share | $ | 1.73 | $ | 1.16 | $ | 1.84 | $ | 1.37 | $ | 0.70 | $ | 4.73 | $ | 1.78 | ||||||||||||||||||||||||||||||
Media Contact:
Susan Gerber
(214) 689-4300
Q3 FY 2026 Supplemental Slides 0
1 This presentation contains forward-looking statements within the meaning of the federal securities laws with respect to the expected benefits of the recent acquisitions of Concrete Pipe & Precast (“CP&P”) and Foley Products Company (“Foley”), general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, the performance of the precast business, demand for our products, shipment volumes, metal margins, backlog volumes, the ability to operate our steel mills at full capacity particularly during periods of domestic mill start-ups, future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our Construction Solutions Group segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, the effects of CBAM and other EU trade measures on European demand and pricing, capital expenditures, tax credits, the timing, amount and recurrence of CO2 or emissions-related credits, our liquidity and our ability to satisfy future liquidity requirements, our ability to achieve our stated deleveraging target within the anticipated timeframe, estimated contractual obligations, the expected capabilities and benefits of new facilities, anticipated benefits and the timeline for execution of our growth plan and initiatives, including our Transform, Advance and Grow (“TAG”) operational and commercial excellence program, and our expectations or beliefs concerning future events. The statements in this presentation that are not historical statements, are forward- looking statements. These forward-looking statements can generally be identified by phrases such as we or our management “expects,” “anticipates,” “believes,” “estimates,” “intends,” “may,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases, as well as by discussions of strategy, plans or intentions. Our forward-looking statements are based on management’s expectations and beliefs as of the date of this presentation. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in our filings with the Securities and Exchange Commission, including, but not limited to, in Part I, Item 1A, “Risk Factors” of our annual report on Form 10-K for the fiscal year ended August 31, 2025, as well as the following: changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of downstream contracts within our vertically integrated steel operations due to rising commodity pricing; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; the impact of additional steelmaking capacity expected to come online from a number of electric arc furnace projects in the U.S.; the impact of geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global economy, inflation, energy supplies and raw materials; increased attention to environmental, social and governance (“ESG”) matters, including any targets or other ESG, environmental justice or regulatory initiatives; operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments; impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations; compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities; potential limitations in our or our customers' abilities to access credit and non-compliance with their contractual obligations, including payment obligations; activity in repurchasing shares of our common stock under our share repurchase program; financial and non-financial covenants and restrictions on the operation of our business contained in agreements governing our debt; our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions; the effects that acquisitions may have on our financial leverage; risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third-party consents and approvals; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; the impact of goodwill or other indefinite-lived intangible asset impairment charges; the impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business; availability and pricing of electricity, electrodes and natural gas for mill operations; our ability to hire and retain key executives and other employees; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; our ability to make necessary capital expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including risks related to the unfavorable judgment against us in the Pacific Steel Group (“PSG”) litigation; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots. This presentation includes illustrative financial information that gives effect to the consummation of the CP&P and Foley acquisitions. This information is presented for illustrative purposes only and is based on available information and certain assumptions and estimates that we believe are reasonable. The illustrative combined company financial information presented herein has not been prepared and presented in accordance with the requirements of Regulation S-X. The assumptions and estimates underlying the combined company financial information are inherently uncertain and are subject to a variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the illustrative financial information, including the risks and uncertainties described above. The illustrative combined company financial information may not necessarily reflect what our results of operations and financial position would have been had the transactions occurred during the periods discussed or what our results of operations and financial position will be in the future. The Company’s auditors have not audited, reviewed, compiled or performed any procedures with respect to the illustrative combined company financial information. Forward-Looking Statements
2 [1] We have not reconciled the forward-looking estimates of TAG-related EBITDA benefits to comparable GAAP measures because applicable information for future periods, on which these reconciliations would be based, is not readily available due to uncertainty regarding, and the potential variability of metal margins, U.S. trade policy, cost levels of key production inputs, construction activity and related product demand, etc. Accordingly, reconciliations of the forward-looking estimates of TAG-related EBITDA benefits to net earnings are not available at this time without unreasonable effort. Benefit estimates are based on the value of changes to key margin, cost, or efficiency drivers achieved through the TAG program as compared to a baseline fiscal 2024 starting point. [2] Net leverage adjusted for acquisitions (illustrative), consolidated adjusted EBITDA, adjusted earnings, core EBITDA, and core EBITDA margin are non-GAAP financial measures. For definitions and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document. [3] Net leverage adjusted for acquisitions (illustrative) represents net debt divided by trailing 12-month adjusted EBITDA, as further adjusted to (a) eliminate actual results from the precast business since the respective acquisition dates and instead include $245 million of expected annualized EBITDA contribution from the precast business, based on the midpoint of the range presented on slide 7, and (b) eliminate the impact of approximately $36.5 million of acquisition and integration related costs. Net debt is a non-GAAP measure and is calculated as total long-term debt plus the current portion of long-term debt, less outstanding proceeds under the Poland accounts receivable facility, cash and cash equivalents Favorable market conditions across CMC’s operational footprint; healthy demand and solid price momentum for steel long products in both North America and Europe Contributions from Transform, Advance, and Grow (“TAG”) program expected to deliver above FY 2026 target of $150 million1; positive momentum across segments North America Steel Group Adjusted EBITDA was up 40.9% vs. prior year, but could have been even better considering widespread planned mill outages and adverse weather impacting current period results; the segment is well positioned to rebound strongly during the fourth quarter Precast results were impacted by lower volumes in certain markets; management actions and improved shipments have put financial performance back on track Deleveraging continues to run ahead of plan; CMC has nearly achieved its goal of 2.0x net leverage3 Key Takeaways From Today’s Call $173.0M $193.0M $353.6M 14.2% 2.1x Q3 Net Earnings Q3 Adjusted Earnings2 Q3 Core EBITDA2 Q3 Core EBITDA Margin2 Net Leverage Adj. for Acquisitions2,3 108.1% YoY 142.4% YoY 78.6% YoY 440 basis points YoY 0.2x vs. 2Q26
3 A Market Leader with a Winning Formula CMC is on course for improved profitability. Starting from a position of competitive strength, we see durable structural tailwinds in our core North American construction markets and meaningful opportunities for margin growth. Strong Competitive Position Solid Momentum Supported by Exposure to Attractive End Markets Game Changing Strategy to Create Value ✓ One of the leading domestic market positions in each of CMC’s major product offerings1 ✓ Density in high-growth Sunbelt region ✓ Track record of strong financial stewardship; with clear path to deleveraging • Rebar • Fabricated Rebar • Merchant bar • Fence posts • Specialty reinforcing steel • Precast concrete • Geogrid • Anchor cages • Aggregate Piers • Recycled metals ✓ Powerful, long-term structural demand trends ✓ Strong public infrastructure spending; >50%2 of the Infrastructure Investment and Jobs Act (“IIJA”) remaining to be spent ✓ Robust pipeline of construction projects with pent-up demand building ✓ Historically strong margins ✓ $150 billion3 early-stage construction market to accommodate future growth aspirations • Infrastructure investment • Re-shoring of manufacturing • Energy generation and transmission • Addressing U.S. housing shortage • AI infrastructure • Positive demographics in Sunbelt ✓ Focus on value generation for shareholders regardless of market environment ✓ Targeting permanent enhancements to financial profile, including: ✓ Higher, more stable margins and earnings ✓ Cash flows with reduced capital intensity ✓ Higher ROICs ✓ Demonstrated capability with our TAG program, with more to come ✓ High return organic growth projects in pipeline ✓ Recent precast acquisitions provides growth that complements CMC’s product offering and increases value add ✓ Balanced capital allocation framework [1] Based on company estimates [2] IIJA funding status as of February 2026 per U.S. Department of Transportation [3] Company estimate based on revenue data from 2022 Economic Census for in-scope products and services [4] Based on Dodge construction start data for 2021 to 2025 ✓ Growth in total annual construction starts within Sunbelt states has outpaced the rest of the U.S. by 2.2 percentage points over the last 5 years4 ✓ Non-building and non-residential starts have grown 6.1 percentage points faster4
4 Low-single digit growth Supportive Outlook for Domestic Construction [1] Source: Based on YTD Dodge Starts data through May 2026 and management estimates [2] Combined for North America Steel Group and Construction Solutions Group segments Construction activity is healthy with several potential catalysts to support near- and long-term growth Infrastructure Non-residential Low-single digit growth Residential Low-single digit growthCY 2026 Outlook1 • Infrastructure activity remains structurally positive • Spending focused on electrical utility investments and grid upgrades • Steady highway construction activity within core CMC states • Build America 250 Act is positive, with room for improvement • Robust data center growth, particularly in Mid-Atlantic and Texas • Dodge Momentum Index signals resilient pipeline; up 34% y/y in May 20261 • Semiconductor investment, industrial reshoring, and energy build-out to drive multi-year pipeline of mega-projects • Warehouse construction showing signs of recovery • Interest-rate environment continues to weigh on residential activity across most markets • Multi-family much more resilient and outperforming single-family What We’re Seeing • Continued revitalization of U.S. infrastructure, including roads, bridges, and power grid • Unprecedented capital spend to strengthen supply chains and invest in next-generation technologies supporting AI and data center ecosystems • Persistent supply/demand imbalance supports long-term residential construction activity Structural Trends Unpinning Growth 35% to 40% 30% to 35% 20% to 25% % of construction related revenue2 % of construction related revenue2 % of construction related revenue2
5 (400,000) (200,000) - 200,000 400,000 600,000 800,000 1,000,000 Domestic Rebar Market Landscape Remains Favorable [1] Source: U.S. Department of Commerce and Steel Manufacturers Association Despite a recent uptick, import levels have trended lower, while, at the same time rebar demand has consistently increased … S h o rt T o n s Up 6% Rebar consumption continues to grow, driven by solid construction activity Down 13% Trade measures have reduced import levels; current energy cost environment should lead to further reduction $0 $200 $400 $600 $800 $1,000 $1,200 Change in Domestic Rebar Consumption and Import Levels1 Domestic Rebar Price Change in trailing 12-month totals since October 2024 FastMarkets domestic rebar benchmark price Up $236 / ton Strong price momentum on good market fundamentals and supportive trade policies … leading to a healthy price and margin environment
6 Illustrative with Precast Description Manufactured concrete pipe and structures for job-site infrastructure Soil stabilization for road, foundation, and other construction applications Proprietary reinforcing steel products used in critical applications Distribution operations servicing concrete contractors Heat-treated performance steel products Customer Solutions / Brands Tilt-wall, formwork, safety gear, equipment rental; light rebar fabrication Key Customer Groups • Civil engineers • State DOTs • General contractors • Civil engineers • State DOTs • General contractors • State DOTs • General contractors • Distributors • Concrete contractors and installers • Defense OEM • Truck trailer OEM • Equipment OEM Business Drivers • Drive for labor and time savings • Improved quality and scheduling consistency vs. pour-in-place • General construction activity • Increased market penetration • Infrastructure investment • Trend toward lower labor intensity and faster construction • Coastal bridge and highway construction • Port construction and repairs • LNG investments • Construction activity in the South- Central U.S., particularly Texas • Population growth in Texas • Truck and trailer fleet expansion • Defense spending • Construction spending CMC Competitive Advantage Construction Solutions is a Major EBITDA Contributor $155M adjusted EBITDA 19.9% EBITDA margin 15% of segment EBITDA1 CMC Construction Services Tensar CMC Impact Metals Performance Reinforcing Steel ➢ Innovation leader ➢ Strong value proposition on virtually every project ➢ Growing market penetration ➢ Scalable platform ➢ Leader in most major Texas metro markets ➢ Strong customer loyalty ➢ Scalable business platform ➢ Proprietary solutions for critical applications ➢ Strong complement to standard rebar offerings ➢ Organically scalable platform ➢ High reliability in the most critical applications ➢ Strong customer loyalty ➢ Proprietary processes TTM Results Before Precast Acquisitions [1] Refers to CSG segment adjusted EBITDA divided by total segment adjusted EBITDA excluding impact of Corporate and Other, in each case for the 12 months ended November 30, 2025. This is a non-GAAP measure. See appendix for reconciliation; [2] Illustrative with precast uses figures for the 12 months ended November 30, 2025 referenced in footnote [1] above plus the midpoint of precast annualized EBITDA as presented on slide 7. $400M adjusted EBITDA2 26.6% EBITDA margin2 31% of segment EBITDA2 Precast ➢ Leading product portfolio ➢ Longstanding reputation for quality ➢ Strong positions in attractive regional markets ➢ Scalable platform CMC is building a unique portfolio of solutions to meet customer needs and address challenges across the early-stage construction landscape
7 Incremental Annualized EBITDA $240 to $250 million2 Expected Annualized Synergies by End of Year 3 [1] Excludes purchase accounting adjustments [2] Approximates expected annual performance Precast Integration on Track, Delivering Growth & Profitability $30 to $40 million Facilities 35 Volume ~1,750k tons1 Revenue ~$730 million1 EBITDA margin ~34%1 Precast Overview Third Quarter Performance • Contributed $52.9 million to Construction Solutions Group adjusted EBITDA during the quarter − Impacted by slower shipments in the Southeast and Western U.S. − Accretive to segment adjusted EBITDA margins by 440 basis points • Fourth quarter results are expected to improve − Targeted commercial actions and improved weather conditions to support business performance • Contract award levels have been solid in June with geographies that experienced Q3 volume softness seeing the most momentum • Backlog volumes remain elevated, and average price in backlog at the end of Q3 increased compared to the year-ago period Fiscal 2026 EBITDA Contribution $165 to $175 million1 Integration Highlights Strong Market Position High-Growth Markets Margin Accretive Reduced Capital Intensity ✓ Safety: Strengthened safety programs through standardized training, expanded use of tools and protocols to reduce workplace risk ✓ Ops: Identified opportunities to optimize footprint, drive efficiencies, and are progressing with several initiatives ✓ Commercial Initiatives: Coordinating across network on bidding, project execution, and commercial excellence
8 Demand Factors Market Developments • Polish economic growth supportive of CY 2026 construction activity − Consensus GDP growth forecast calling for 3.5% growth in CY2026 • Accelerated EU Funding: Significant progress in the contracting of EU funds from the 2021 – 2027 budget − 63.6% of allocation contracted (PLN 202.5bn), signaling a move into active project execution − Positive investment dynamics with significant acceleration in capital deployed behind defense, AI & digital infrastructure, energy, and industrial expansion • Structural deficit of Polish housing underpins a constructive residential demand environment Supply Factors • Carbon Border Adjustment Mechanism took effect on January 1, 2026. Estimated potential to impact cost of some imported long products by over €50 per ton once fully realized − The total volume of long products imports to Poland in the most recent quarter from all countries decreased by 7.4% year-over-year • Enhanced Trade Protection (July 1, 2026): New EU measure replaces prior safeguards, reducing quotas by 47% (to 18.3M tons) and doubling out-of-quota duties to 50% − Legislation finalized; active negotiations underway to finalize country-specific product quotas Improving Fundamentals for Europe Steel Group Achieved 3-year high for Europe Steel Group Metal Margin in 3Q26
9 Rulings against Algeria, Bulgaria, Egypt, and Vietnam will apply total duties of 50% to 200% (countervailing PLUS antidumping) Rebar Trade Case Supportive Trade Policy Environment [1] Algeria, Bulgaria, Egypt, and Vietnam [2] Data from International Trade Commission Dataweb service [3] CY refers to calendar year U.S. Market Supply U.S. Imports Imports 11% Domestic Suppliers 89% All Other ~25% USMCA ~25% Trade Case Nations1 ~50% Rebar Market Supply (CY3 2024) U.S. Domestic Market Supply % of Total Imports Into the U.S.2 % of Total Current Tariff Treatment • 50% tariffs on all imports; no exceptions • Anti-dumping and countervailing duties, where applicable, are additive • 50% tariffs on all imports; no exceptions • Largest Mexican exporter to the U.S. is subject to additional 32% anti-dumping duty • 50% tariffs on all imports; no exceptions • Trade case filed with Department of Commerce in June 2025 against Algeria, Bulgaria, Egypt, and Vietnam • Provides durable protection against unfairly traded rebar from four key exporters: Algeria, Bulgaria, Egypt, Vietnam − Initial term of five years, followed by sunset review that could add another five-year term • Rulings (preliminary or final) have found exporters guilty of violating trade rules Anti-dumping Countervailing CY 2024 5-Year Peak Algeria* 127% 73% 100,908 485,805 Bulgaria 53% n/m 105,241 105,241 Egypt 34% to 53% 30% 226,839 267,983 Vietnam 122% to 131% 1% 62,173 205,100 Margins Import Volumes • U.S. Department of Commerce finalized anti- dumping and countervailing duties for Algeria • Final determination for other countries are forthcoming *Finalized
10 Q3 Consolidated Operating Results [1] External Finished Steel Tons Shipped equal to shipments of Steel Products plus Downstream Products [2] Core EBITDA, core EBITDA margin, core EBITDA per ton of finished steel shipped, and adjusted earnings are non-GAAP measures. For reconciliations of non- GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document. Q3 ’25 Q2 ‘26 Q3 ‘26 YoY Growth QoQ Growth External Finished Steel Tons Shipped1 1,512 1,335 1,535 1.5% 15.0% Core EBITDA2 $198 $297 $354 78.6% 18.9% Core EBITDA per Ton of Finished Steel Shipped2 $131 $223 $230 75.6% 3.1% Core EBITDA Margin2 9.8% 14.0% 14.2% 440 bps 20 bps Adjusted Earnings2 $80 $130 $193 142.4% 48.3% Performance Summary Units in millions except per ton amounts and margin Core EBITDA Bridge2 – Q3 2025 to Q3 2026 $ Millions • All business segments experienced year-over-year growth • Inclusion of the precast acquisitions contributed $52.9m to Q3 2026 Core EBITDA • Non-operational items (pre-tax items) included amortization of acquired backlog of $19.8 million and $2.5 million to support integration activities Performance Drivers Q3 2026 vs Q3 2025 198 74 56 31 (13) 7 Q3 2025 NA Steel Group EBITDA Construction Solutions Group EBITDA Europe Steel Group EBITDA Corp & Eliminations Other Non-Op Items Q3 2026 0 50 100 150 200 250 300 350 400 354 Growth percentages are based on unrounded figures
11 Q3 North America Steel Group [1] External Finished Steel Tons Shipped equal to shipments of Steel Products plus Downstream Products [2] Downstream Product Margin Over Scrap equals Average Selling Price minus cost of ferrous scrap utilized during the prior quarter [3] Steel Products Margin Over Scrap equals Average Selling Price minus cost of ferrous scrap utilized • Increase in steel products margin over scrap cost3 ($111 per ton) on a y/y basis driven by strong pricing growth • Planned mill outages negatively impacted Adjusted EBITDA by ~$20 million • TAG related benefits contributed positively to the quarter • Downstream product margin2 over scrap cost increased by $35 per ton from a year ago. Downstream average selling price continues to recover following an extended period of contraction S P a n d D P M a rg in O ve r S c ra p A d ju s te d E B IT D A p e r to n Q3 ’25 Q2 ‘26 Q3 ‘26 YoY Growth QoQ Growth External Finished Steel Tons Shipped1 1,153 1,051 1,134 (1.7)% 8.0% Adjusted EBITDA $180 $270 $253 40.9% (6.0)% Adjusted EBITDA per Ton of Finished Steel Shipped $156 $257 $224 43.6% (12.8)% Adjusted EBITDA Margin 11.5% 16.8% 14.2% 270 bps (260) Bps Performance Summary Units in millions except per ton amounts and margin Key Margins $ / ton Performance Drivers Q3 2026 vs Q3 2025 156 207 257 257 224 874 854 922 924 909 499 568 621 623 610 0 50 100 150 200 250 300 0 100 200 300 400 500 600 700 800 900 1,000 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Adjusted EBITDA per Ton of Finished Steel Shipped Downstream Product Margins Over Scrap2 Steel Product Margin Over Scrap3Growth percentages are based on unrounded figures
12 197 Q3 2025 Precast Tensar Construction Services Performance Reinforcing Steel Impact Metals Q3 2026 0 50 100 150 200 250 300 350 400 450 • The inclusion of CMC’s precast business contributed 4.4 percentage points of accretion during the quarter • Precast shipments experienced some third quarter weakness in select southeast markets in part driven by unfavorable weather conditions that led to delays • Tensar profitability accelerated both year over year and sequentially on strong demand conditions, driven by the value generation of our InterAx product serving mega projects, principally in the energy and data center verticals • Adjusted EBITDA performance for all other businesses within Construction Solutions Group was relatively stable Q3 Construction Solutions Group Net sales up 99.8% Performance Summary Units in 000’s except margin Q3 ’25 Q2 ‘26 Q3 ’26 YoY Growth QoQ Growth Net sales to external customers $197 $314 $395 99.8% 25.5% Adjusted EBITDA $41 $53 $97 138.1% 82.3% Adjusted EBITDA Margin 20.7% 17.0% 24.7% 400 bps 770 bps Drivers Performance Summary Units in millions except per ton amounts and margin Contribution to Net Sales Change – Q3 2025 to Q3 2026 Quarterly net sales figures in $ million, contribution to net sales changes provided in percentages Performance Drivers Q3 2026 vs Q3 2025 89.1% 8.9% 1.9% (1.1)% 1.1% 395 Growth percentages are based on unrounded figures
13 Q3 Europe Steel Group [1] External Finished Steel Tons Shipped equal to shipments of Steel Products; [2] Steel Products Margin Over Scrap equals Average Selling Price minus cost of ferrous scrap utilized; [3] Includes annual CO₂ credits associated with a government program extending to 2030, totaling $31.0 million in Q4’25, $15.6 million in Q1’26, and $20.4 million in Q3’26 Performance Summary Units in millions except per ton amounts and margin • Segment adjusted EBITDA benefited from a $20.4 million CO2 credit received in the third quarter • Metal margin was up $37 per ton from the prior year period • Shipment volumes increased 12% from the prior year period • CBAM in place and further enhanced trade protections set to take effect July 1 M a rg in O ve r S c ra p a n d A d ju s te d E B IT D A p e r to n Q3 ’25 Q2 ’26 Q3 ’26 YoY Growth QoQ Growth External Finished Steel Tons Shipped1 359 284 401 11.7% 41.2% Adjusted EBITDA $4 ($1) $35 864.8% n/a Adjusted EBITDA per Ton of Finished Steel Shipped $10 ($5) $86 763.1% n/a Adjusted EBITDA Margin 1.5% (0.7%) 11.9% 1040 bps 1260 bps Drivers Performance Summary Units in millions except per ton amounts and margin Key Margins $ / ton Performance Drivers Q3 2026 vs Q3 2025 293 317 306 316 330 10 105 30 (5) 86 -50 0 50 100 150 200 250 300 350 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Steel Products Margin Over Scrap Adjusted EBITDA per Ton 3 3 3 2
14 Successfully Deleveraging Supports Balance Sheet Strength [1] Net leverage adjusted for acquisitions (illustrative) represents net debt divided by trailing 12-month adjusted EBITDA. With respect to figures presented for Post Precast Closing, 2Q26 and 3Q26, trailing 12-month adjusted EBITDA has been further adjusted to (a) eliminate actual results from the precast business since the respective acquisition dates and instead include $245 million of expected annualized EBITDA contribution from the precast business, based on the midpoint of the range presented on slide 7, and (b) eliminate the impact of $13.4 million,$20.6 million and $2.5 million of acquisition, integration and financing related costs incurred in 1Q26, 2Q26 and 3Q26, respectively. Net debt is a non-GAAP measure and is calculated as total long-term debt plus the current portion of long-term debt, less outstanding proceeds under the Poland accounts receivable facility, cash and cash equivalents 2.5x 2.3x 2.1x 1 2 3 Post Precast Closing 2Q26 3Q26 Targeting net leverage <2x by mid-2027 ➢ The 2Q26 and 3Q26 figures are based on additional adjustments to the reported trailing 12-month adjusted EBITDA to fully reflect expected annualized contributions from the recently acquired precast business and eliminate the impact of acquisition, integration and financing related costs Total liquidity >$1.7B ✓ Supports execution of strategic goals ✓ As of May 31, 2026, no balances outstanding under revolving credit facility; $33 million outstanding under Poland accounts receivable facility Net Leverage Adjusted for Acquisitions (illustrative)1 No Near-term Maturities ✓ No maturities until 2030 ✓ Long track record of strong financial stewardship
© CMC Appendix: Non-GAAP Financial Reconciliations
16 [1] See page 20 for definitions of non-GAAP measures Q3 FY26 Supplemental Slides June 25, 2026 Adjusted EBITDA, Core EBITDA and Core EBITDA margins
17 [1] See page 20 for definitions of non-GAAP measures Q3 FY26 Supplemental Slides June 25, 2026 Adjusted Earnings
18 Q3 FY26 Supplemental Slides June 25, 2026 Construction Solutions Group Adjusted Segment EBITDA % of Total Segment EBITDA
19 Net Leverage Adjusted for Acquisitions [1] For Post Precast Close, TTM CMC EBITDA (excluding PSG impact) represents the trailing 12-month adjusted EBITDA for Q1 FY2026. Debt and cash for Post Precast Close represents debt and cash as of December FY2026. For all periods presented, debt is defined as total long-term debt plus the current portion of long- term debt, less outstanding proceeds under the Poland accounts receivable facility. Cash is defined as cash and cash equivalents, and excludes restricted cash. [2] See page 20 for definitions of non-GAAP measures Q3 FY26 Supplemental Slides June 25, 2026
20 ADJUSTED EARNINGS Adjusted earnings is a non-GAAP financial measure that is equal to earnings (loss) before asset impairments and settlement for New Markets Tax Credit transactions, including the estimated income tax effects thereof. The adjustment “settlement for New Markets Tax Credit transaction” represents the recognition of deferred revenue from 2016 and 2017 resulting from the Company’s participation in the New Markets Tax Credit program provided for in the Community Renewal Tax Relief Act of 2000 during the development of a micro mill, spooler and T-post shop located in eligible zones as determined by the Internal Revenue Service. Adjusted earnings also excludes litigation expense, unrealized (gain) loss on undesignated commodity hedges and acquisition, integration and financing related costs, amortization of acquired contract backlog and purchase accounting effect on inventory. Adjusted earnings should not be considered as an alternative to net earnings (loss) or any other performance measure derived in accordance with GAAP. However, we believe that adjusted earnings provides relevant and useful information to investors as it allows: (i) a supplemental measure of our ongoing core performance and (ii) the assessment of period-to-period performance trends. Management uses adjusted earnings to evaluate our financial performance. Adjusted earnings may be inconsistent with similar measures presented by other companies. Adjusted earnings per diluted share (or adjusted EPS) is defined as adjusted earnings on a diluted per share basis. CORE EBITDA Core EBITDA is the sum of net earnings (loss) before interest expense and income taxes. It also excludes recurring non-cash charges for depreciation and amortization, asset impairments, and unrealized (gain) loss on undesignated commodity hedges. Core EBITDA also excludes litigation expense, settlement for New Market Tax Credit transactions, non-cash stock-based compensation, loss on debt extinguishments, gains on sale of assets, acquisition settlements, and acquisition and integration related costs and purchase accounting effect on inventory. The adjustment “litigation expense” represents a provision recorded in the three months ended November 30, 2024 related to the judgment in the Pacific Steel Group litigation and, with respect to subsequent periods, interest expense on the judgment amount. The adjustment “settlement for New Markets Tax Credit transaction” represents the recognition of deferred revenue from 2016 and 2017 resulting from the Company’s participation in the New Markets Tax Credit program provided for in the Community Renewal Tax Relief Act of 2000 during the development of a micro mill, spooler and T-post shop located in eligible zones as determined by the Internal Revenue Service. Core EBITDA should not be considered an alternative to earnings (loss) from continuing operations or net earnings (loss), or as a better measure of liquidity than net cash flows from operating activities, as determined by GAAP. However, we believe that Core EBITDA provides relevant and useful information, which is often used by analysts, creditors and other interested parties in our industry as it allows: (i) comparison of our earnings to those of our competitors; (ii) a supplemental measure of our ongoing core performance; and (iii) the assessment of period-to-period performance trends. Additionally, Core EBITDA is the target benchmark for our annual and long-term cash incentive performance plans for management. Core EBITDA may be inconsistent with similar measures presented by other companies. CONSOLIDATED ADJUSTED EBITDA Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is the sum of the Company’s net earnings (loss) before interest expense, income taxes, depreciation and amortization expense, asset impairments, and unrealized (gain) loss on undesignated commodity hedges. Adjusted EBITDA should not be considered as an alternative to net earnings (loss), or any other performance measure derived in accordance with GAAP. However, we believe that adjusted EBITDA provides relevant and useful information to investors as it allows: (i) a supplemental measure of our ongoing performance and (ii) the assessment of period-to-period performance trends. Management uses adjusted EBITDA to evaluate our financial performance. Adjusted EBITDA may be inconsistent with similar measures presented by other companies. NET DEBT Net debt is defined as total long-term debt plus the current portion of long-term debt, less outstanding proceeds under the Poland accounts receivable facility, cash and cash equivalents. NET LEVERAGE ADJUSTED FOR ACQUISITIONS Net leverage adjusted for acquisitions (illustrative) represents net debt divided by trailing 12-month adjusted EBITDA. With respect to figures presented for Post Precast Close, 2Q26 and 3Q26, trailing 12-month adjusted EBITDA has been further adjusted to (a) eliminate actual results from the precast business since the respective acquisition dates and instead include $245 million of expected annualized EBITDA contribution from the precast business, based on the midpoint of the range presented on slide 7, and (b) eliminate the impact of $13.4 million, $20.6 million and $2.5 million of acquisition, integration and financing related costs incurred in 1Q26, 2Q26 and 3Q26, respectively RETURN ON INVESTED CAPITAL Return on Invested Capital is defined as: 1) after-tax operating profit divided by 2) total assets less cash & cash equivalents less non-interest-bearing liabilities. For annual measures, trailing 5-quarter averages are used for balance sheet figures. During the fourth quarter of 2025, the Company modified its method of calculating adjusted EBITDA to exclude the impact of unrealized gains and losses from undesignated commodity derivatives. This change was primarily driven by heightened volatility in copper forward markets during 2025, which introduced significant non-cash fluctuations unrelated to core operations. By removing this volatility, the revised metric provides a more representative view of operating performance and cash-generating capability. Accordingly, the Company recast adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings and adjusted earnings per diluted share for all prior periods to conform to this presentation. Q3 FY26 Supplemental Slides June 25, 2026 Definitions for non-GAAP financial measures
CMC.COM
FAQ
How did Commercial Metals Company (CMC) perform in Q3 fiscal 2026?
CMC delivered very strong Q3 fiscal 2026 results, with net sales of $2.48 billion and net earnings of $173.0 million. Core EBITDA rose 78.6% year-over-year to $353.6 million, and core EBITDA margin expanded to 14.2%, reflecting stronger metal margins and acquisition benefits.
How did CMC’s business segments contribute to Q3 2026 results?
North America Steel Group generated adjusted EBITDA of $253.5 million, up 40.9% year-over-year, while Construction Solutions Group delivered $97.4 million, up 138.1%. Europe Steel Group produced $34.7 million of adjusted EBITDA, aided by a $20.4 million CO₂ credit and better market conditions.
What impact did the precast acquisitions have on CMC’s Q3 2026 performance?
The newly acquired precast businesses contributed $175.7 million to Construction Solutions Group revenue and $52.9 million to segment adjusted EBITDA in Q3 2026. This support helped lift the segment’s adjusted EBITDA margin to 24.7% and materially boosted consolidated core EBITDA growth.
What is CMC’s leverage and liquidity position as of May 31, 2026?
As of May 31, 2026, CMC held $563.2 million in cash, cash equivalents and restricted cash, with available liquidity near $1.8 billion. Net leverage adjusted for acquisitions stood at 2.1x, reflecting strong cash generation and progress toward the company’s sub‑2x deleveraging objective.