Commercial Metals names Kenji Hashimoto as next CFO
Hashimoto’s agreements set out incentive opportunities and conditional severance terms tied to a Change in Control.
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Rhea-AI Filing Summary
Commercial Metals Company (CMC) said Chief Financial Officer Paul J. Lawrence will retire from the role effective January 15, 2027, and remain employed as Special Advisor to the CEO through June 30, 2027. Kenji Hashimoto will join as Senior Vice President and Deputy Chief Financial Officer on November 16, 2026, and will assume the CFO role upon Lawrence’s retirement.
Hashimoto’s employment agreement provides for a minimum annual base salary of $675,000, an annual cash incentive bonus of up to 90% of base salary, and a target equity grant of up to 240% of base salary. A separate continuity agreement provides for a two-year employment period after a Change in Control, with specified severance if a qualifying termination occurs during that period. The employment agreement also includes noncompetition restrictions during employment and for 18 months afterward, and non-solicitation restrictions for two years after termination.
Filing Explained
Hashimoto’s employment agreement also provides for payments and benefits if he dies, is terminated for disability or Cause, leaves for Good Reason, or CMC does not extend the agreement; these are contingent terms.
8-K Event Classification
Key Figures
Key Terms
Change in Control financial
Constructive Termination financial
Good Reason financial
double trigger financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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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:
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Paul J. Lawrence, Chief Financial Officer
On November 6, 2026, Paul J. Lawrence notified Commercial Metals Company (“CMC” or the “Company”) of his decision to retire from the role of the Company’s Senior Vice President and Chief Financial Officer, effective January 15, 2027. Mr. Lawrence’s retirement is not the result of any disagreement with the Company relating to its operations, policies or practices.
To support the transition, Mr. Lawrence will remain employed by the Company and serve as Special Advisor to the Chief Executive Officer through June 30, 2027. Mr. Lawrence’s departure on June 30, 2027 is expected to constitute a qualifying retirement under the terms of the award agreements governing his outstanding equity awards, as described in the Company’s filings, including the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 25, 2025.
Appointment of Kenji Hashimoto, Senior Vice President and Deputy Chief Financial Officer
In connection with Mr. Lawrence’s retirement, on November 9, 2026, the Board of Directors of the Company approved hiring Kenji Hashimoto, age 57, to serve as Senior Vice President and Deputy Chief Financial Officer, a non-executive officer position, effective November 16, 2026 through January 15, 2027. Effective upon Mr. Lawrence’s retirement from the role on January 15, 2027, Mr. Hashimoto will assume the role of Senior Vice President and Chief Financial Officer of the Company.
From March 2024 to July 2025, Mr. Hashimoto served as Managing Director, Business Improvement Sector Leader at Global Infrastructure Partners (“GIP”), an infrastructure investment firm. He previously served as a GIP Managing Director in the role of Portfolio Company Chief Financial Officer from November 2022 to March 2024. Mr. Hashimoto also previously served at Amazon.com, Inc. (“Amazon”) as Vice President, North America Sort Centers and Surface Transportation from August 2021 to November 2022 and as Vice President, North America Sort Centers and Planning from October 2020 to August 2021. Before joining Amazon, Mr. Hashimoto spent nearly 22 years at American Airlines, Inc. in various leadership roles, including Senior Vice President, Finance & Corporate Development, Senior Vice President, American Eagle, President, Cargo Division and Vice President, Strategic Alliances. Mr. Hashimoto holds an M.B.A. from the Kellogg School of Management at Northwestern University and a B.S. in Physics from Harvey Mudd College.
On November 9, 2026, in connection with Mr. Hashimoto’s appointment as Senior Vice President and Deputy Chief Financial Officer of the Company, Mr. Hashimoto and the Company entered into that certain Terms and Conditions of Employment (the “Employment Agreement”). The Employment Agreement, which becomes effective on November 16, 2026 and will remain in effect following the transition, provides for, among other things, a minimum annual base salary of $675,000 and benefits consistent with the Company’s executive compensation policies. Mr. Hashimoto will be eligible to receive an annual cash incentive bonus of up to 90% of his base salary under the Company’s 2013 Cash Incentive Plan, as amended, with respect to fiscal years ending August 31 during the term of his employment. Mr. Hashimoto will also be eligible to receive a target equity grant of up to 240% of his base salary under the Company’s 2013 Long-Term Equity Incentive Plan with respect to fiscal years beginning on or after September 1, 2026.
Unless terminated or extended pursuant to the terms thereof, the Employment Agreement will expire on November 9, 2027. The Employment Agreement provides Mr. Hashimoto with certain payments and benefits if he dies, is terminated due to a disability or for Cause (as defined in the Employment Agreement), terminates employment for Good Reason (as defined in the Employment Agreement), or the Company does not extend the Employment Agreement past its initial term or any extended term, as applicable. The Employment Agreement binds Mr. Hashimoto to certain non-competition provisions during the term of his employment and for 18 months thereafter and certain non-solicitation restrictions for a period of two years after the termination of his employment.
In addition, in connection with Mr. Hashimoto’s appointment, Mr. Hashimoto and the Company entered into that certain Commercial Metals Company Amended and Restated Executive Employment Continuity Agreement (the “EECA”) effective as of November 16, 2026.
The EECA, which is consistent with the Executive Employment Continuity Agreements between the Company and its executive officers, provides for the continuation of employment of Mr. Hashimoto for a period of two years after a Change in Control (as defined in the EECA) (the “Employment Period”). During the Employment Period, Mr. Hashimoto will continue to receive: (i) an annual base salary equal to at least his highest monthly base salary paid in the twelve-month period prior to the Change in Control; (ii) cash bonus opportunities equivalent to those available under annual and long-term cash incentive plans in effect immediately preceding the Change in Control; and (iii) continued participation in all incentive plans, including equity incentive, savings, deferred compensation, retirement plans, welfare benefit plans and other employee benefits in place for other executives in similar positions at the Company. The EECA terminates two years after a Change in Control.
If Mr. Hashimoto’s employment is terminated during the Employment Period by the Company other than for cause or disability, or by Mr. Hashimoto due to a Constructive Termination (as defined in the EECA), the EECA requires the Company to pay certain severance benefits to Mr. Hashimoto in a lump sum within 30 days following termination. The severance benefits for Mr. Hashimoto include an amount equal to unpaid salary, vacation pay and certain other amounts considered to have been earned prior to termination as well as two times the sum of (i) the highest annual base salary paid for any calendar year during the five-year period prior to the termination date and (ii) his target cash bonus opportunity for the performance period in which the termination date occurs. Participation, including that of Mr. Hashimoto’s eligible dependents, in Company-provided welfare plan benefits will be continued for two years following termination, and the Company will pay Mr. Hashimoto a lump sum amount equal to the employer contributions that would have been made to the Company’s retirement plans for the year of termination and such two-year period. Mr. Hashimoto also will become fully vested in all stock incentive awards and all stock options will remain exercisable for the remainder of their term. The EECA contains a “double trigger” in that there must be present both a Change in Control and a termination of Mr. Hashimoto in order to trigger the severance payments described above.
There are no arrangements or understandings between Mr. Hashimoto and any other persons pursuant to which Mr. Hashimoto was named Senior Vice President and Deputy Chief Financial Officer of the Company or Senior Vice President and Chief Financial Officer. Mr. Hashimoto does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Hashimoto does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(c) of Form 8-K.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the EECA does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Amended and Restated Executive Employment Continuity Agreement filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2026.
| Item 7.01 | Regulation FD Disclosure. |
On November 10, 2026, the Company issued a press release announcing Mr. Lawrence’s retirement and the hiring of Mr. Hashimoto, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, 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, 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
| 10.1 | Terms and Conditions of Employment, dated November 9, 2026, by and between Kenji Hashimoto and Commercial Metals Company. | |
| 99.1 | Press Release issued by Commercial Metals Company on November 10, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCIAL METALS COMPANY | ||||||
| Date: November 10, 2026 | By: | /s/ Jody K. Absher | ||||
| Name: | Jody K. Absher | |||||
| Title: | Senior Vice President, Chief Legal Officer and Corporate Secretary | |||||
Exhibit 99.1
News Release
CMC Announces CFO Retirement and Succession Plan; Appoints Kenji Hashimoto as Deputy CFO
Irving, TX – November 10, 2026 – CMC (NYSE: CMC) (the “Company”) today announced the planned retirement of Paul Lawrence, who has served as the Company’s Senior Vice President and Chief Financial Officer since 2019. The Company also announced a succession plan for the chief financial officer role, with the appointment of Kenji Hashimoto as Senior Vice President and Deputy Chief Financial Officer, effective November 16, 2026. As part of this transition, Mr. Hashimoto is anticipated to assume the chief financial officer role on January 15, 2027. Mr. Lawrence will remain employed by the Company through June 30, 2027, as Special Advisor to the CEO in order to support a smooth transition of the role.
“On behalf of the Company’s Board of Directors and CMC’s leadership team, I want to thank Paul for his years of service,” said Peter Matt, President and Chief Executive Officer of CMC. “Paul has played a key role in driving the Company’s strong financial performance and building our healthy balance sheet, which have positioned CMC to undertake its transformation and create tremendous value for our shareholders.”
“I am excited to welcome Kenji to CMC and the executive leadership team,” said Peter Matt. “His background brings both deep financial expertise and a proven ability to navigate organizational transformation. I am confident that his experience and commitment to excellence will support CMC as we continue executing on our long-term strategy and working to reach our 2029 targets that were recently outlined at our 2026 Investor Day.”
6565 North MacArthur Blvd. | Suite 800 | Irving, TX 75039 | cmc.com
Kenji has extensive experience across multiple areas of financial and business operations, bringing a unique combination of financial leadership, operational execution and a strategic mindset to CMC that will support the Company’s continued growth. Most recently, Kenji served as Managing Director, Business Improvement Sector Leader at Global Infrastructure Partners (GIP). Prior to GIP, he spent two years as Amazon’s Vice President, North America Sort Centers and Surface Transportation. Kenji also spent 22 years at American Airlines, where he advanced through multiple roles across operations, strategy and planning, ultimately serving as Senior Vice President, Finance & Corporate Development.
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.
From Fortune Magazine. © 2025 Fortune Media IP Limited. All rights reserved. Used under license.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the federal securities laws with respect to the planned retirement of our Chief Financial Officer, our chief financial officer succession plan, the expected timing of related leadership transitions, our long-term strategy and our 2029 targets. 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.
6565 North MacArthur Blvd. | Suite 800 | Irving, TX 75039 | cmc.com
The Company’s forward-looking statements are based on management’s expectations and beliefs as of the date of this news release. 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, 2026, 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 economy, inflation, energy supplies and raw materials; 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; 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; our ability to successfully execute our TAG operational and commercial excellence program and other transformation initiatives, including the realization of anticipated benefits within the
6565 North MacArthur Blvd. | Suite 800 | Irving, TX 75039 | cmc.com
expected timeframes; attention to environmental, social and governance (“ESG”) matters, including any targets or other ESG, environmental justice or regulatory initiatives; 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; 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.
6565 North MacArthur Blvd. | Suite 800 | Irving, TX 75039 | cmc.com
Investor Relations Contact:
Andy Larkin
(720) 618-6013
Media Contact:
Susan Gerber
(214) 689-4300
6565 North MacArthur Blvd. | Suite 800 | Irving, TX 75039 | cmc.com