Commercial Metals insider adds equity via board retainer conversion

Rhea-AI Filing Summary

Commercial Metals Company (CMC) – Form 4 Insider Transaction

Director John R. McPherson elected to receive equity compensation instead of his quarterly cash retainer, resulting in the issuance of 690 common shares on 1 July 2025 at an implied price of $50.71 per share. After this non-open-market acquisition, McPherson’s direct holdings rise to 15,878 shares, while he continues to hold 5,000 shares indirectly through a limited partnership.

No shares were sold and no derivative securities were involved. The filing reflects a routine board-compensation election and does not materially affect CMC’s share count or insider ownership profile.

Insights

Securities Analyst

TL;DR: Routine director share issuance; negligible effect on valuation or float.

The acquisition of 690 shares is immaterial relative to CMC’s roughly 118 million outstanding shares. Because it was compensation in lieu of cash, the transaction is not an active purchase signaling incremental conviction, nor does it meaningfully tighten free float or alter control dynamics. From a market perspective, the filing is neutral and should not influence valuation models or liquidity assessments.

Corporate Governance Expert

TL;DR: Standard equity retainer; aligns director incentives, no governance red flags.

Electing stock over cash modestly enhances alignment between the director and shareholders, yet the amount is too small to change incentive structures materially. No 10b5-1 plan is noted, the transaction code is "A" for an insider acquisition, and required disclosures were met promptly. Overall, the event is governance-neutral and non-impactful.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McPherson John R

(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)
07/01/2025

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	07/01/2025		A		690(1)	A	$50.71	15,878	D
Common Stock								5,000	I	By Limited Partnership

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: John R. McPherson	07/03/2025
	** 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

How many CMC shares did Director John R. McPherson acquire on July 1, 2025?

He received 690 common shares.

What was the price of the shares issued to John R. McPherson?

The implied issuance price was $50.71 per share.

What is John R. McPherson's total direct ownership after the transaction?

His direct holdings increased to 15,878 CMC shares.

Were any derivative securities involved in this Form 4 filing?

No, no derivative securities were reported.

Is this transaction part of regular board compensation for CMC?

Yes, the shares were issued in lieu of the quarterly cash retainer.