Commercial Metals Co SEC Filings

Commercial Metals Company (CMC) reported insider equity activity by its SVP, Chief Legal Officer & Sec on 10/14/2025. The filing shows 8,593 performance shares settled and a new grant of 10,599 restricted stock units that vest in three equal installments beginning on the first anniversary. To satisfy tax withholding tied to these settlements, 1,385 shares and 3,382 shares were withheld at $59.1. After these transactions, the officer directly held 78,752 common shares.

Commercial Metals Company (CMC) SVP & Chief Financial Officer Paul J. Lawrence filed a Form 4 for transactions on 10/14/2025. Acquisitions included 14,467 performance shares from a prior award settlement and a new grant of 14,170 restricted stock units vesting in three equal installments beginning on the first anniversary of the grant date.

To cover taxes on settlements, CMC withheld 2,004 shares and 5,693 shares at $59.10 per share. After these transactions, Lawrence beneficially owned 219,009 shares. This figure includes 498 shares acquired under the Employee Stock Purchase Plan.

Commercial Metals Company (CMC) President & CEO Peter R. Matt reported multiple equity transactions on 10/14/2025. He had shares withheld for taxes related to equity vesting, including 5,343 shares at $59.10 tied to RSUs granted on 10/14/2024 and 12,973 shares at $59.10 related to performance shares granted on 4/10/2023. He also acquired 32,968 shares from the settlement of those performance shares at $0.

In addition, he received a new grant of 43,008 RSUs on 10/14/2025, vesting in three equal installments beginning on the first anniversary of the grant date. Following these transactions, he directly beneficially owns 177,977 shares, which includes 498 acquired through the Employee Stock Purchase Plan.

Commercial Metals Company (CMC) officer filing: VP & Chief Accounting Officer Lindsay L. Sloan reported multiple equity transactions dated 10/14/2025. The filing shows 2,107 shares of common stock acquired (Transaction Code A) at $0 from the settlement of performance shares granted on 10/10/2022, and a new grant of 2,248 restricted stock units (Transaction Code A) at $0 that vest in three equal installments beginning on the first anniversary of the grant date.

The company withheld 245 shares and 514 shares (Transaction Code F) at $59.1 to cover tax obligations tied to RSU and performance share settlements. Following these transactions, beneficial ownership stood at 17,611 shares, held directly.

Commercial Metals Company (CMC) reported insider equity activity by its SVP, Chief HR & Comm. Officer on 10/14/2025. The filing shows net share movements tied to equity awards and related tax withholding.

The officer had 1,201 shares withheld at $59.10 to cover taxes upon settlement of vested RSUs granted on 10/14/2024, and 3,382 shares withheld at $59.10 for taxes on the settlement of performance shares granted on 10/10/2022. The filing also records the settlement of 8,593 previously awarded performance shares and a new grant of 9,764 restricted stock units that vest in three equal installments beginning on the first anniversary of the grant date. Following these transactions, the officer directly beneficially owned 77,930 shares.

Commercial Metals Company (CMC) executive SVP, Chief Strategy Officer filed a Form 4 for transactions on 10/14/2025. The filing shows share withholding to cover taxes from vested RSUs granted on 10/14/2024: 608 shares and 1,222 shares at $59.1. It also records a new award of 9,681 restricted stock units granted on 10/14/2025, vesting in three equal installments beginning on the first anniversary of the grant date. Following these transactions, the reporting person directly owns 21,796 shares.

Commercial Metals (CMC): SVP, N. America Steel Group, reported multiple equity transactions on 10/14/2025. The filing shows tax-withholding share surrenders and equity awards tied to prior grants and a new award.

Transactions: 450 shares were withheld to cover taxes at $59.1 in connection with vested RSUs granted on 10/14/2024. 4,629 performance shares granted on 10/10/2022 were settled. An additional 1,498 shares were withheld for taxes at $59.1 related to those performance shares. A new grant of 8,398 RSUs was awarded, vesting in three equal installments beginning on the first anniversary of the grant date. Following these transactions, beneficial ownership stood at 64,287 shares.

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.

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.