[8-K] COMMERCIAL METALS Co Reports Material Event

Rhea-AI Filing Summary

Commercial Metals Company agreed to issue and sell $1,000 million of 5.75% Senior Notes due 2033 and $1,000 million of 6.00% Senior Notes due 2035 in a private placement to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S.

The company plans to use the net proceeds to fund the purchase price of its previously announced acquisition of the entities owning Foley Products Company, LLC, pay related fees and expenses, and for general corporate purposes. The notes offering will be completed before the Foley acquisition closes, and each is not contingent on the other.

If the Foley acquisition is not completed by October 15, 2026 or the purchase agreement is terminated earlier, the company must redeem all notes at 100% of the initial issue price plus accrued and unpaid interest to, but not including, the special mandatory redemption date.

Insights

Credit markets analyst

$2B in senior notes priced for acquisition funding; neutral impact.

Commercial Metals Company priced two tranches: $1,000 million at 5.75% due 2033 and $1,000 million at 6.00% due 2035. Proceeds are designated to fund the acquisition of entities owning Foley Products Company, pay transaction costs, and for general corporate purposes. The placement is under Rule 144A/Reg S, indicating institutional demand without SEC registration.

The filing states a special mandatory redemption if the Foley deal does not close by October 15, 2026 or the agreement is terminated, at 100% of initial issue price plus accrued interest. That clause limits extended use of proceeds if the acquisition doesn’t finalize. Cash flow direction is consistent with debt financing to support an announced transaction; actual leverage effects depend on subsequent disclosures.

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 12, 2025

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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

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

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 8.01. Other Events.

On November 12, 2025, Commercial Metals Company (the “Company”) entered into a purchase agreement (the “Purchase Agreement”), with BofA Securities, Inc. and Citigroup Global Markets Inc. as representatives of the several initial purchasers named therein, to issue and sell $1,000 million in aggregate principal amount of 5.75% Senior Notes due 2033 and $1,000 million in aggregate principal amount of 6.00% Senior Notes due 2035 (together, the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Purchase Agreement includes customary representations, warranties and covenants by the Company and is subject to customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the initial purchasers of the Notes against certain liabilities.

The Company intends to use the net proceeds from the sale of the Notes to fund the purchase price for the Company’s previously announced acquisition of all of the issued and outstanding equity securities of entities that own Foley Products Company, LLC (such transaction, the “Foley Acquisition”) and transaction-related fees and expenses and for general corporate purposes. The offering of the Notes is not conditioned upon, and will be consummated before, the closing of the Foley Acquisition, and the closing of the Foley Acquisition is not contingent upon the completion of the Offering. In the event that the Foley Acquisition is not completed on or prior to October 15, 2026, or if prior to such date, the securities purchase agreement with respect to the Foley Acquisition is terminated, the Company will be required to redeem all of the Notes at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the date of issuance, or from the most recent date to which interest has been paid or provided for, to but not including the special mandatory redemption date.

Additionally, on November 12, 2025, the Company issued a press release announcing the pricing of the Notes, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by Commercial Metals Company on November 12, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

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