Commercial Metals Insider Filing Shows Small Director Share Accrual

Rhea-AI Filing Summary

Commercial Metals Company (CMC) – Form 4 insider filing

Director John R. McPherson reported a routine stock-based transaction on 07/09/2025. The filing shows:

• 39 shares of CMC common stock acquired through dividend-equivalent credits that automatically convert into fully-vested restricted stock units (RSUs).
• The deemed acquisition price was $52.45 per share, reflecting the dividend value on the transaction date.
• Following the transaction, McPherson’s direct beneficial ownership stands at 15,917 shares.
• He also reports 5,000 shares held indirectly via a limited partnership.

The RSUs will be distributed as common shares after McPherson’s board service ends, consistent with the company’s director compensation plan. No derivative securities, option exercises, or dispositions were reported, and there are no indications of a Rule 10b5-1 trading plan. Given the small size (≈0.00003 % of CMC’s ~118 million outstanding shares) and routine nature of director dividend reinvestment, the transaction is immaterial to the company’s capital structure and unlikely to influence the stock’s near-term valuation.

Insights

Securities Analyst

TL;DR: Minor director share accrual via dividend equivalents; no valuation impact.

The filing records a standard reinvestment of board-level dividend equivalents into RSUs, adding only 39 shares to McPherson’s holdings. Such micro-transactions signal continued participation in the director equity program but do not indicate insider conviction or foreshadow corporate events. With aggregate ownership now at 20,917 shares (direct + indirect), McPherson remains far below the 5 % reporting threshold. No market-moving insights can be drawn; I classify the impact as neutral.

Corporate Governance Expert

TL;DR: Routine compliance filing, reflects standard director compensation; governance status unchanged.

This Form 4 shows automatic reinvestment of cash dividends into RSUs under the board’s deferred compensation plan. The distribution restriction until board service ends is typical and aligns director incentives with long-term shareholder value. No red flags—such as accelerated vesting, large-scale sales, or new trading plans—are present. From a governance perspective, the filing maintains transparency but provides no actionable signal for investors.

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)
07/09/2025

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	07/09/2025		A		39(1)	A	$52.45	15,917	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 dividend equivalents deemed deferred into additional restricted stock units that are fully vested and are distributable in shares of common stock following termination of services as a Director of the Company, in accordance with the applicable distribution election.

Remarks:

	By: Jody K. Absher For: John R. McPherson	07/11/2025
	** 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 07/09/2025?

He acquired 39 shares through dividend-equivalent RSUs.

What is John R. McPherson’s total direct ownership in CMC after the transaction?

His direct beneficial ownership totals 15,917 shares.

Did the Form 4 report any share sales or option exercises by the director?

No. The filing only discloses a small share acquisition; there were no sales or option exercises.

Are the acquired shares immediately tradeable?

No. The RSUs are distributable as common stock after McPherson leaves the board, per the director compensation plan.

Does this insider transaction signal a material impact on CMC’s stock price?

Unlikely. The acquisition is immaterial in size relative to CMC’s share count and typical for board compensation.