Commercial Metals (CMC) Director Elects 636 Shares Instead of Cash Retainer

Rhea-AI Filing Summary

Robert S. Wetherbee, a director of Commercial Metals Company (CMC), reported a non-derivative acquisition of Common Stock on 10/01/2025. The filing shows 636 shares were issued to him at a price of $58.95 each as payment elected in lieu of the quarterly cash retainer for board and committee service. After this transaction, Mr. Wetherbee beneficially owned 11,057 shares. The Form 4 was signed on 10/02/2025 and filed as an individual reporting person. The filing contains an explicit explanation that the shares were issued at the reporting person’s election instead of receiving cash compensation.

Positive

• 636 shares issued in lieu of cash retainer, showing the director elected equity compensation
• Beneficial ownership increased to 11,057 shares, modestly aligning director interests with shareholders
• Transaction is clearly explained on the Form 4, indicating transparency in reporting

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received 636 shares in lieu of cash, modestly increasing insider ownership to 11,057 shares.

The issuance of 636 shares at $58.95 reflects a routine director compensation election rather than an open-market purchase or sale. The transaction increases the director’s alignment with shareholders but is immaterial relative to company market capitalization. No derivative transactions or dispositions are reported. For investors focused on insider activity, this is a routine disclosure with limited market impact.

Corporate Governance Expert

TL;DR: Compensation in equity form signals alignment but is a standard board practice and not a material governance change.

Issuing shares in lieu of cash retainers is a common governance practice to align directors’ incentives with shareholders. The Form 4 clearly states the shares were issued by election of the reporting person. There is no indication of a grant program change, equity repricing, or unusual timing. This action is administrative and does not represent a material governance event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WETHERBEE ROBERT S

(Last) (First) (Middle)

6565 N. MACARTHUR BLVD, SUITE 800

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMERCIAL METALS Co [ CMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2025		A		636(1)	A	$58.95	11,057	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares issued, at the election of the reporting person, in lieu of the quarterly cash retainer for board and committee service.

Remarks:

	By: Jody K. Absher For: Robert S. Wetherbee	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CMC director Robert S. Wetherbee report on Form 4?

The Form 4 reports that 636 shares of Common Stock were issued to Robert S. Wetherbee on 10/01/2025 at a price of $58.95 per share.

Why were the 636 shares issued to the director?

The filing states the shares represent shares issued at the election of the reporting person in lieu of the quarterly cash retainer for board and committee service.

How many CMC shares does Robert S. Wetherbee own after the transaction?

Following the reported transaction, Mr. Wetherbee beneficially owned 11,057 shares.

Was this Form 4 filed individually or jointly?

The Form 4 was filed by one reporting person, indicating an individual filing.

Does the Form 4 show any derivative transactions or sales?

No. The Form 4 shows a non-derivative acquisition only and contains no derivative transactions or dispositions.