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Commercial Metals Company 8-K Filings

CMC NYSE

Every 8-K that Commercial Metals Company (CMC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CMC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CMC filings page.

Rhea-AI Summary

Commercial Metals Company outlined its strategy as an early-stage construction solutions provider at its 2026 Investor Day, emphasizing a transformation toward structurally higher margins and free cash flow. For the trailing twelve months ended Q3 FY26, net sales were $8,850M, with core EBITDA of $1,259M, a core EBITDA margin of 14.2%, and free cash flow of $746M.

The board authorized a $600.0 million increase to the ongoing share repurchase program, bringing total current capacity to approximately $717.0 million, after about $733.0 million of stock repurchases since October 2021. Management presented fiscal 2029 mid‑cycle targets including core EBITDA of $1,650M–$1,800M, free cash flow of $1,375M–$1,525M, core EBITDA margins of 15%–16%, free cash flow conversion of 80%–85%, Construction Solutions Group contributing over 40% of core EBITDA, and ROIC of 13.0%–14.5%, supported by its Transform, Advance and Grow (TAG) operational and commercial excellence program.

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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.

Rhea-AI Summary

Commercial Metals Company declared a regular quarterly cash dividend of $0.20 per share on its common stock. This will be CMC’s 247th consecutive quarterly dividend, underscoring a long history of cash returns to shareholders.

The dividend is payable on July 15, 2026, to stockholders of record as of the close of business on July 6, 2026. The announcement was made by the board of directors and detailed in an attached press release.

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Commercial Metals Company appointed Michael “Mike” Dumais to its Board of Directors as a Class II director, effective June 23, 2026. The Board size increases from nine to ten members immediately prior to his appointment, with nine directors described as independent.

Mr. Dumais, a former Executive Vice President and Chief Transformation Officer at Raytheon Technologies, brings more than 30 years of leadership experience in industrial operations, strategy, and large-scale transformation. He will receive CMC’s standard non-employee director compensation and will serve on the Audit Committee and the Finance Committee.

The company highlighted that there are no special arrangements, family relationships, or related-party transactions linked to his appointment. CMC describes itself as a Fortune 500 provider of early-stage construction solutions and a major U.S. manufacturer of steel reinforcing bar, serving infrastructure and building markets across multiple regions.

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Commercial Metals Company reported a strong fiscal Q2 2026, with net earnings of $93.0 million, or $0.83 per diluted share, on net sales of $2.1 billion, up from net earnings of $25.5 million on $1.8 billion in the prior-year quarter. Adjusted earnings rose to $130.1 million, or $1.16 per diluted share. Core EBITDA reached $297.5 million, growing about 114% year over year and producing a 14.0% core EBITDA margin.

The North America Steel Group delivered adjusted EBITDA of $269.7 million with a 16.8% margin, supported by higher steel product metal margins and TAG program benefits, despite weather-related disruptions. The Construction Solutions Group nearly doubled net sales to $314.4 million and grew adjusted EBITDA 127.1% to $53.4 million, helped by the newly acquired precast platform, which contributed $33.6 million of adjusted EBITDA, or $40.3 million excluding purchase accounting.

The Europe Steel Group posted an adjusted EBITDA loss of $1.4 million as volumes declined, although metal margins improved. Cash, cash equivalents and restricted cash totaled $503.6 million, and available liquidity exceeded $1.7 billion, with net leverage around 2.8x on a trailing basis and an illustrative 2.3x including full-year precast contributions. CMC repurchased 249,154 shares for $18.3 million and increased its quarterly dividend to $0.20 per share, an 11% raise, marking its 246th consecutive quarterly payment. Management expects consolidated core EBITDA to increase meaningfully in Q3 2026, with Construction Solutions Group adjusted EBITDA projected to nearly double sequentially and Europe Steel Group EBITDA to improve on higher seasonal volumes and an anticipated $20 million CO2 credit.

Rhea-AI Summary

Commercial Metals Company announced that its board of directors has increased the regular quarterly cash dividend to $0.20 per share of common stock, up $0.02, or 11%, from the dividend paid in February 2026.

The dividend, which is the company’s 246th consecutive quarterly payment, will be paid on April 15, 2026 to stockholders of record as of the close of business on April 6, 2026. Management highlighted that the higher dividend reflects confidence in CMC’s cash flow, financial position and business outlook, and its commitment to delivering competitive cash returns alongside value-accretive growth.

Rhea-AI Summary

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

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

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

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Commercial Metals Company reported the results of its annual stockholder meeting held on January 14, 2026. Stockholders elected three Class I directors — Dawne S. Hickton, Peter R. Matt, and Robert S. Wetherbee — to serve until the 2029 annual meeting. Hickton received 91,635,226.96 votes for and 3,872,263.61 against, Matt received 91,246,231.45 for and 4,262,064.12 against, and Wetherbee received 76,957,212.45 for and 18,534,728.12 against, each with additional abstentions and broker non-votes.

Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending August 31, 2026, with 100,700,296.13 votes for and 2,003,606.00 against. In addition, the advisory vote to approve executive compensation passed, receiving 91,641,481.34 votes for and 3,815,425.23 against, with 133,408.00 abstentions and 7,206,695.56 broker non-votes.

Rhea-AI Summary

Commercial Metals Company reported that it has released its financial results for the first quarter of fiscal 2026 through a press release. The company also prepared a financial presentation covering the same period and made it available on its website.

Both the press release and the financial presentation are furnished as exhibits to this report and are not treated as filed for liability purposes under securities laws. Investors can review detailed first-quarter 2026 results and commentary in Exhibit 99.1 and Exhibit 99.2.

Rhea-AI Summary

Commercial Metals Company disclosed that its board of directors has declared a regular quarterly cash dividend of $0.18 per share on its common stock. The dividend is scheduled to be paid on February 2, 2026 to shareholders who are on record as of the close of business on January 19, 2026. This continues the company’s practice of returning cash to shareholders through ongoing quarterly dividends.

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Commercial Metals Company increased the borrowing capacity of its revolving credit facility under its Sixth Amended and Restated Credit Agreement from $600.0 million to $1.0 billion and extended the facility’s maturity from October 26, 2029 to December 17, 2030.

The Third Amendment, dated December 17, 2025, also allows the company, subject to certain conditions, to request additional increases in the revolver and/or the establishment of one or more new term loan commitments in a combined amount not exceeding $250.0 million, while all other credit agreement terms remain the same.

Rhea-AI Summary

Commercial Metals Company completed its acquisition of the Foley Companies for a cash purchase price of $1.84 billion. The deal gives Commercial Metals full ownership of Holdco and Oaktree Blocker, bringing the Foley operations under its control.

The company funded the acquisition using proceeds from two senior unsecured note offerings: $1.0 billion of 5.750% notes due November 2033 and $1.0 billion of 6.000% notes due December 2035. The note proceeds were first placed in escrow and then released at closing, which brought the commitments under a previously arranged $1.85 billion bridge loan facility down to zero and led to termination of that commitment letter.

Commercial Metals plans to file separate financial statements for the acquired business and related pro forma financial information by amendment, no later than 71 days after this report was required to be filed, giving investors a clearer view of the combined company’s financial profile.

Rhea-AI Summary

Commercial Metals Company completed its previously announced acquisition of Concrete Pipe & Precast, LLC (CP&P). Under the Equity Purchase Agreement dated September 17, 2025, Commercial Metals purchased all of CP&P’s issued and outstanding equity securities for a cash purchase price of $675 million, subject to customary purchase price adjustments described in the agreement.

The Equity Purchase Agreement was previously filed as an exhibit to Commercial Metals’ Annual Report on Form 10-K and is incorporated by reference. Commercial Metals also issued a press release announcing the closing of the transaction, which is included as an exhibit and furnished under Regulation FD.

Rhea-AI Summary

Commercial Metals Company completed a private placement of $2,000 million of senior unsecured notes to help finance its previously announced Foley Acquisition. The company issued $1,000 million of 5.75% Senior Notes due 2033 and $1,000 million of 6.00% Senior Notes due 2035 to qualified institutional buyers under Rule 144A and non‑U.S. investors under Regulation S. Net proceeds were placed in escrow to fund the Foley Acquisition, related fees and expenses, and general corporate purposes.

If the Foley Acquisition is not completed by October 15, 2026, or its purchase agreement is terminated earlier, the company must redeem all of the notes at 100% of their initial issue price plus accrued interest. Both note series allow optional redemption before maturity, include change‑of‑control repurchase rights at 101% of principal plus interest, and are issued under existing indentures with U.S. Bank Trust Company as trustee.

Rhea-AI 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.

Rhea-AI Summary

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

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

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

Rhea-AI Summary

Commercial Metals Company amended its credit agreement. The Limited Consent and Second Amendment permits borrowings under a 364‑day senior unsecured Bridge Facility of up to $1.85 billion and adjusts default terms so that certain monetary judgments will not constitute an event of default. Except for these changes, the existing terms remain in place.

The company’s existing revolving credit facility remains at $600.0 million, with its maturity previously extended to October 26, 2029. In connection with the amendment, the company also amended and restated its financing commitment to eliminate a previously contemplated $600.0 million senior secured backstop revolving facility. The amendment provides flexibility to access the bridge financing while keeping the core revolver unchanged.

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Commercial Metals Company announced board and leadership changes. Director Sarah E. Raiss, who has served since 2011, will retire and not stand for re-election at the Annual Meeting of Stockholders scheduled for January 14, 2026. The company stated her decision was not due to any disagreement regarding operations, policies, or practices. Separately, Jennifer J. Durbin will resign as Senior Vice President, Chief Human Resources and Communications Officer, effective December 31, 2025, to pursue another opportunity.

Rhea-AI Summary

Commercial Metals Company agreed to acquire the Foley Companies for a cash purchase price of $1.84 billion, subject to customary purchase price adjustments. Closing is conditioned on antitrust clearance under the HSR Act, accuracy of representations and covenants, and absence of a material adverse effect, and is not conditioned on financing. The Company expects closing in December 2025.

Financing is supported by a 364‑day senior unsecured bridge facility up to $1.85 billion and a $600.0 million senior secured revolving credit backstop. The Company currently intends to fund the deal with cash on hand, capital markets transactions, borrowings under its existing credit agreement or the backstop, and, only if needed, the bridge facility. The Purchase Agreement includes an outside date of April 15, 2026 (extendable for HSR delays) and, in certain circumstances, a termination fee of approximately $64.8 million. A press release and investor presentation were provided as exhibits.

Rhea-AI Summary

Commercial Metals Company (CMC) furnished an 8-K announcing it issued a press release with financial results for the fourth quarter and fiscal year ended August 31, 2025. The company also posted a financial presentation on its website.

CMC updated its methodology for certain non-GAAP measures—adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings, and adjusted EPS—and recast historical non-GAAP figures for fiscal years 2019–2024 and previously reported quarters of 2025 to align with the revisions.

The press release (Exhibit 99.1), presentation (Exhibit 99.2), and selected recast historical non-GAAP information with reconciliations (Exhibit 99.3) were furnished on October 16, 2025, and are not deemed filed.

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Commercial Metals Company announced a regular quarterly cash dividend of $0.18 per share of CMC common stock. The dividend will be paid on November 13, 2025 to stockholders of record as of the close of business on October 30, 2025.

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Commercial Metals Company (CMC) disclosed that it entered into an Equity Purchase Agreement to acquire all issued and outstanding equity of Concrete Pipe & Precast, LLC (CP&P). The filing references an associated press release and an investor presentation dated September 18, 2025, and states an 8-K was prepared. The company reiterates standard forward-looking statement cautions and points investors to its SEC filings for risk factors, noting potential influences such as cyclical steel demand, commodity price swings, excess industry capacity, geopolitical events, ESG and regulatory developments, startup and operating risks for new projects, global public health crises, and environmental liabilities. The document identifies Paul J. Lawrence as Senior Vice President and Chief Financial Officer signing on behalf of the company.

Rhea-AI Summary

Commercial Metals (NYSE:CMC) filed a Form 8-K to furnish—not file—its third-quarter fiscal 2025 financial results and related investor materials. The filing, dated June 23, 2025, states that a press release (Exhibit 99.1) and an accompanying slide deck (Exhibit 99.2) were released the same day. These documents provide the detailed operating and financial data for the quarter, but their content is not reproduced in the 8-K itself.

The company invokes Exchange Act Items 2.02 and 7.01, meaning the information is deemed “furnished” and therefore excluded from liability under Section 18 and from incorporation by reference into future securities filings unless specifically included. No other items—such as legal proceedings, financing arrangements, or governance changes—are reported.

Investors seeking quantitative performance metrics (revenue, EPS, margins, cash flow) must review Exhibits 99.1 and 99.2 on the SEC’s EDGAR system or the company’s website. Because the core financial figures are contained solely in those exhibits, the body of the 8-K offers limited insight beyond confirming the timing and availability of results.