CMC 10-K & 10-Q changes, risk factors and insider trading

The availability of raw materials may also be negatively affected by new laws and regulations, countriesdomestic limitingand scrapforeign exports,trade policy, allocations by suppliers, interruptions in production, accidents orand natural disasters, changes in exchange rates, global price fluctuations and the availability and cost of transportation. If we are unable to obtain adequate and timely deliveries of our required raw materials, we may be unable to timely manufacture significant quantities of our products.products in a timely manner.

Our EAF mills melt steel scrap and use natural gas to heat steel billets for rolling into finished steel products. As large consumers of electricity and natural gas, often the largest in the geographic area where our mills are located, we must have dependable delivery of electricity and natural gas in order to operate. Accordingly, we are at risk in the event of an energy disruption. Prolonged black-outs or brown-outs or disruptions caused by natural disasters such as hurricanes wouldcould substantially disrupt our production. Additionally, the rapid expansion of data centers driven by growing demand for cloud services, artificial intelligence and other digital infrastructure is expected to significantly increase electric power consumption, which could impact energy availability and pricing for industrial users, including steel producers. While we have not suffered prolonged production delays due to our inability to access electricity or natural gas, several of our competitors have experienced such occurrences. Prolonged substantial increases in energy costs would have an adverse effect on the costs of operating our mills and would negatively impact our profitability unless we were able to fully pass through the additional expense to our customers. Further, our finished steel products are typically delivered by truck. Rapid increases in the price of fuel attributable to increases in crude oil prices would increase our costs and adversely affect many of our customers' financial results, which in turn could result in reduced margins and declining demand for our products.

Our employees contribute to and are instrumental in developing and meeting our business goals and objectives, and we depend on a qualified labor force for the manufacture of our products. The impact of labor shortages and increased competition for available workers may increase our costs or impede our ability to optimally staff our facilities and could have an adverse impact on our results of operations, financial condition and cash flows. In addition, an ongoing labor shortage may result in increased expenses related to hiring and retention of qualified employees. As our experienced employees retire and we lose their institutional knowledge, we may encounter challenges and may have difficulty replacing them with employees of comparable skill and efficiency. Additionally, as of August 31, 2024,2025, 14%,11%, 29%4% and 10%28% of the employees in our North America Steel Group, EuropeEmerging SteelBusinesses Group and EmergingEurope BusinessesSteel Group segments, respectively, belong to unions. While we believe that we have good relations with the union representatives, there can be no assurance that any future labor negotiations will prove successful, which may result in a significant increase in the cost of labor, or may break down and result in the disruption of our business or operations.

Although we have successfully commissioned and operated similar facilities, there are technological, operational, market and start-up risks associated with the continued ramp up of our third micro mill and the construction and commissioning of our fourth micro mill. Construction of our micro mills is subject to changing market conditions, delays, inflation and cost overruns, work stoppages, labor shortages, weatherweather-related interferences,disruptions, supply chain delays, changes in transportation costs and availability, changes required by governmental authorities, availability of government tax credits and delays in acquiring or the inability to acquire required permits or licenses, any of which could haveadversely an adverse impact onaffect our operational and financial results. Further, althoughWhile we believe these facilities should each be capable of consistently producing high-quality products in sufficient quantities and at costs that will compare favorably with other similar steel manufacturing facilities, there can be no assurance that these expectations willmay not be achieved. If we encounter cost overruns, system or process difficulties or quality control restrictions during commissioning of our fourth micro mill or after startup with eitherany or both facilities,facility, our capital costs could increase materially, the expected benefits from the development of the applicable facilities could be diminished or lost and we could lose all or a substantial portion of our investments. Furthermore, due to the innovative systems and processes being deployed, construction and commissioning of our fourth micro mill may present new operational complexities not previously experienced at our other micro mills. In addition, reductions in the availability of certain modes of transportation, such as rail or trucking, during construction of our micro mills could result in significant delays, and reduced transportation availability following startup at our facilities could limit our ability to deliver our steel products and therefore adversely affect our operational and financial results. We could also encounter commodity market risk if, duringover a sustained period, the cost to manufacture is greater than projected or the market prices for steel products decline.

Interruptions in our production capabilities would adversely affect our production costs, products available for sale and earnings forfrom thetime affectedto period.time. Our manufacturing processes are dependent upon critical pieces of steelmaking equipment, such as our furnaces, continuous casters and rolling equipment, aspress welland asstretching equipment, and electrical equipment,systems such as transformers. This equipment may, on occasion, be out of service as a result of unanticipated failures. While we maintain backups for certain critical pieces of equipment to use during the time it may take to repair or replace inoperable equipment, we have experienced, and may in the future experience, material plant shutdowns or periods of reduced production as a result of such equipment failures. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions.

We rely on computers, information and communications technology and related systems and networks in order to operate our business, including to store sensitive data such as intellectual property, our own proprietary business information and that of our customers, suppliers and business partnerspartners, andas well as personally identifiable information of our employees. Increased global information technology security requirements, vulnerabilities, threats and a rise in sophisticated and targeted cyber attacks, which may be heightened in times of hostilities or war, computer viruses, phishing attacks, social engineering schemes, malicious code, ransomware attacks, acts of terrorism and physical or electronic security breaches, including breaches by computer hackers, cyber-terrorists and/or unauthorized access to or disclosure of our and/or our employees’ or customers’ data pose a risk to the security of our systems, networks and the confidentiality, availability and integrity of our data. We have experienced cybersecurity incidents in the ordinary course of business but, as of the date of this Annual Report, prior cybersecurity incidents have not had a material adverse effect on our business strategy, results of operations or financial condition. Our systems and networks are also subject to damage or interruption from power outages, natural disasters, telecommunications failures, intentional or inadvertent user misuse, employee error, operator negligence and other similar events. Any of these or other events could result in system interruption, the disclosure, modification or destruction of proprietary and other key information, corruption of data, legal claims or proceedings, government enforcement actions, civil or criminal penalties, increased cybersecurity protection and remediation costs, production delays or disruptions to operations including processing transactions and reporting financial results and could adversely impact our reputation and our operating results. We have taken steps to address these concerns and have implemented internal control and security measures to protect our systems and networks from security breaches; however, measures that the Company takes to avoid, detect, mitigate or recover from material incidents, may be insufficient or circumvented, or may become ineffective andor therefail canto bedetect noor assuranceprevent thatall threats. Despite these efforts, a system or network failure, or security breach, willcould notmaterially impact our business, results of operations and financial condition. As cybersecurity threats continue to evolve and become more sophisticated, we may be required to incur significant costs and invest additional resources to protect against and, if required, remediate the damage caused by such disruptions or system failures in the future.

Our business faces increasing scrutiny related to ESG issues, including environmental stewardship, supply chain management, climate change, diversity and inclusion, workplace conduct, human rights, philanthropy and support for local communities. Investors, stakeholders and other interested parties are also increasingly focused on issues related to environmental justice and ESG in general. Implementation of our environmental and sustainability initiatives, including the goals set forth in our annual sustainability report, requires certain financial expenditures and employee resources, and the implementation of certain ESG practices or disclosures. In addition, we are, or in the future may become, subject to domestic and international disclosure frameworks, regulations and requirements related to climate change and sustainability. Compliance with such disclosure frameworks, regulations and requirements, if and when they are implemented, could require significant effort, and if we fail to meet the applicable regulatory standards or expectations with respect to these issues, including the expectations we establish for our business, we could be subject to penalties, fines, lawsuits or regulatory action, our reputation and brand could be damaged, and our business, financial condition and results of operations could be adversely impacted. Furthermore, negative publicity with respect to our business and operations could result in the cancellation or delay of projects, the revocation of permits or termination of contracts, each of which may adversely affect our business strategy, increase our costs, or adversely affect our reputationreputation, performance and performance.availability of capital.

Because of the uncertain nature of litigation and insurance coverage decisions, we cannot predict the outcome of these matters. These matters could have a material adverse effect on our reputation, business, results of operations and financial condition. Litigation is very costly, and the costs associated with prosecuting and defending litigation matters could have a material adverse effect on our business, results of operations and financial condition. Although we are unable to precisely estimate the ultimate dollar amount of exposure to loss in connection with litigation matters, we make accruals as warranted. However, the amounts that we accrue could vary significantly from the amounts we actually pay, due to inherent uncertainties, including the inherent uncertainties of the estimation process, the uncertainties involved in litigation and other factors. SeeAs further described in Part I, Item 3, Legal Proceedings of this Annual ReportReport, on October 30, 2020, plaintiff Pacific Steel Group ("PSG") filed a suit in the U.S. District Court for athe descriptionNorthern District of California (the "Northern District Court") alleging that CMC, CMC Steel Fabricators, Inc. and CMC Steel US, LLC violated the federal and California state antitrust laws and California common law by entering into an exclusivity agreement for certain pendingsteel legalmill proceedings.equipment manufactured by one of the Company’s equipment suppliers. On November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the Northern District Court, in entering its judgment on the verdict, subsequently trebled as a matter of law. In the year ended August 31, 2025, we reported $362.3 million of litigation expense in the consolidated statement of earnings, which represents our estimate based on our understanding of the PSG judgment, PSG’s attorneys’ fees and other related costs, including post-judgment interest. Unless the verdict and judgment are overturned or the judgment is significantly reduced, the losses incurred in connection with this litigation would have a material adverse effect on our liquidity and financial condition.

If our access to credit is limited or impaired, our business, results of operations and financial condition could be adversely impacted. Our senior unsecured notes are rated by Standard & Poor's Corporation, Moody's Investors Service and Fitch Group, Inc. In determining our credit ratings, the rating agencies consider a number of both quantitative and qualitative factors. These factors include earnings (loss),earnings, fixed charges such as interest, cash flows, total debt outstanding, off-balance sheet obligations and other commitments, total capitalization and various ratios calculated from these factors. The rating agencies also consider predictability of cash flows, business strategy and diversity, industry conditions and contingencies. Any downgrades in our credit ratings may make raising capital more difficult, increase the cost and affect the terms of future borrowings, affect the terms under which we purchase goods and services and limit our ability to take advantage of potential business opportunities. We could also be adversely affected if our banks refused to honor their contractual commitments or cease lending.

WeThe operateglobal globallyeconomy andhas sellbeen ournegatively productsimpacted inby countriesgeopolitical throughoutconflicts, such as the world.continuing Sincemilitary earlyconflict 2022,between Russia and Ukraine have been engaged in active armed conflict. We continue to monitor the adverse impact that the outbreak of war in Ukraine and the subsequentconflict institutionbetween of sanctions against Russia by the U.S.Israel and severalHamas. EuropeanSuch conflicts have led and Asian countries may continue to have on the global economy in general, on our business and operations and on the businesses and operations of our suppliers and customers. The ongoing conflict in Ukraine has ledlead to market and other disruptions, including significant volatility in commodity prices and creditsupply of energy resources, instability in financial markets, higher inflation, supply chain interruptions, political and social instability, as well as reductionsan increase in demandcyberattacks and supplyespionage. chainWhile interruptions,such andrecent contributedgeopolitical to global inflation. Further, if the conflict intensifies or expands beyond Ukraine, it could continue toconflicts have an adverse, indirect impact on our operations in Poland. The Russian invasion of Ukraine did not havehad a direct material adverse impact on our business, financial condition or results of operations during 2024, 2023 or 2022. However,operations, we will continue to monitor thissuch fluid situationsituations and develop contingency plans as necessary to address any disruptions to our business operations. To the extent this and other geopolitical conflicts may continue to adversely affect the global economy as discussed above, they may also have the effect of heighteningheighten many of the other risks described in this “"Risk Factors”" section, such as those relating to data security, supply chain, volatility in prices of scrap, energy and other inputs,inputs and market conditions, any of which could negatively affect our business, results of operations andor financial condition.

The indentures governing our 4.125% Senior Notes due 2030, our 3.875% Senior Notes due 2031 and our 4.375% Senior Notes due 2032 contain restrictions on our ability to create liens, sell assets, enter into sale and leaseback transactions and consummate transactions causing a change of control such as a merger or consolidation. In addition to these restrictions, our Credit Agreement, as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report, contains covenants that restrict our ability to, among other things, enter into transactions with affiliates and guarantee the debt of some of our subsidiaries. Our Credit Agreement, as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual ReportAgreement also requires that we meet certain financial tests and maintain certain financial ratios, including maximum debt to capitalization and interest coverage ratios. The loan agreementagreements related to the Series 2022 Bonds and Series 2025 Bonds, as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report, also restrictsrestrict our ability to, among other things, enter into certain sale and leaseback transactions, incur certain liens and take certain actions that wouldcould adversely affect the tax-exempt status of thesuch Series 2022 Bonds.bonds.

Part of our business strategy includes pursuing synergisticinorganic growth through acquisitions. We have expanded, and plan to continue to expand, our business by making strategic acquisitions and regularly seeking suitable acquisition targets to enhance our growth. We may fund such acquisitions using cash on hand, drawing under our credit facility or accessing the capital markets. To the extent we finance such acquisitions with additional debt, the incurrence of such debt may result in a significant increase in our interest expense and financial leverage, which could be further exacerbated by volatility in the debt capital markets. Further, an increase in our leverage could lead to deterioration in our credit ratings.

Fluctuations in the value of the U.S. dollar, including, in particular, the increased strength of the U.S. dollar as compared to Turkey's lira, China's renminbi or the euro, may adversely affect our business, results of operations and financial condition. A strong U.S. dollar makes imported metal products less expensive, resulting in more imports of steel products into the U.S. by our foreign competitors, while a weak U.S. dollar may have the opposite impact on imports. With the exception of exports of nonferrous scrap metal by certain recycling facilities in our North America Steel Group segment, we have not recently been a significant exporter of metal products from the U.S. Economic difficulties in some large steel-producing regions of the world, resulting in lower local demand for steel products, have historically encouraged greater steel exports to the U.S. at depressed prices which can be exacerbated by a strong U.S. dollar. As a result, our products that are made in the U.S. may become relatively more expensive as compared to imported steel, which has had, and in the future could have, a negative impact on our business, results of operations and financial condition.

•legal and regulatory requirements or limitations imposed by foreign governments (particularly those with significant steel consumption or steel-related production including Turkey, China, Brazil, Russia and India), including quotas, tariffs or other protectionist trade barriers, adverse tax law changes, nationalization or currency restrictions, and efforts to reduce carbon dioxide emissions;

Our product lines and global operations expose us to risks associated with fluctuations in foreign currency exchange rates, commodity prices and interest rates. As part of our risk management program, we sometimesperiodically use financial instruments, including metals commodity futures, natural gas, electricity and other energy forward contracts, freight forward contracts, foreign currency exchange forward contracts and interest rate swap contracts. While intended to reduce the effects of fluctuations in these prices and rates, these transactions may limit our potential gains or expose us to losses. IfIn addition, if our counterparties to such transactions or the sponsors of the exchanges through which these transactions are offered, such as the London Metal Exchange,offered fail to honor their obligations due to financial distress, we wouldcould be exposed to potential losses or the inability to recover anticipated gains from these transactions.

We enter into the foreign currency exchange forward contracts as economic hedges of trade commitments or anticipated commitments denominated in currencies other than the functional currency to mitigate the effects of changes in currency rates. These foreign exchange commitments are dependent on timely performance by our counterparties. Their failure to perform could result in us having to close these hedges without the anticipated underlying transaction and could result in losses if foreign currency exchange rates have changed.

Excess capacity and over-production by foreign producers in the steel industry as well as the startup of new steelmaking capacity in the U.S. could result in lower domestic steel prices, which would adversely affect our sales, marginsmargins, profitability, cash flows and profitability.liquidity.

Global steelmaking capacity exceeds demand for steel products in many regions around the world. Rather than reducing employment by rationalizing capacity with consumption, steel manufacturers in these countries (often with local government assistance or subsidies in various forms) have traditionally exported steel at prices significantly below their home market prices, which prices may not reflect their costs of production or capital. For example, steel production in China, the world's largest producer and consumer of steel, has continued to exceed Chinese demand. This excess capacity in China has resulted in a further increase in imports of artificially low-priced steel and steel products to the U.S. and world steel markets. A continuation of this trend or a significant decrease in China's rate of economic expansion could result in increasing steel imports from China. Countries such as Algeria, Bulgaria, Egypt, and Vietnam have also increased their steel exports, particularly of rebar, to the U.S. Excessive imports of steel into the U.S. have exerted, and may continue to exert, downward pressure on U.S. steel prices, which negatively affects our ability to increase our sales, margins and profitability. The excess capacity may create downward pressure on our steel prices and lead to reduced sales volumes as imports absorb market share that would otherwise be filled by domestic supply, all of which would adversely affect our sales, margins and profitability and could subject us to possible renegotiation of contracts or increases in bad debt. Excess capacity has also led to greater protectionism as is evident in raw material and finished product border tariffs put in place by China, Brazil and other countries.

We believe the downward pressure on, and periodically depressed levels of, U.S. steel prices in some recent years have been furthercaused, exacerbatedat least in part, by imports of steel involving dumping and subsidy abuses by foreign steel producers. While some tariffs and quotas are periodically put into effect for certain steel products imported from a number of countriescountries, thatincluding havetariffs beenrecently foundimposed to have been unfairly pricing steel imports toby the U.S.,current U.S. presidential administration, there is no assurance that tariffs and quotas will always be levied, even if otherwise justified, and even when imposedimposed, many of these are short-lived or ineffective.

The adverse effects of excess capacity and over-productionoverproduction by foreign producers could be exacerbated by the startup of new steelmaking capacity in the U.S. Certain of our competitors have announced and are moving ahead with plans to develop new steelmaking capacity in the near term. There are a number of ongoing EAF projects in the U.S., with additional capacity expected to come online at various times over the next one to three years. The addition of new mill production and decreased domestic demand could lead to domestic overcapacity, which could lead to a decrease in steel prices. Any of these adverse effects could have a material adverse effect on our business, results of operations and financial condition. Pending and future trade actions may mitigate some of this risk.

In addition, the primary feed materials for the shredders operated by our recycling facilities are automobile hulks and obsolete household appliances. Approximately 20% of the weight of an automobile hullhulk consists of material known as shredder fluff. After the segregation of ferrous scrap metal and saleable nonferrous metals, shredder fluff remains. We, along with others in the recycling industry, interpret federal regulations to require shredder fluff to meet certain criteria and pass a toxic leaching test to avoid classification as a hazardous waste. We also endeavor to remove hazardous contaminants from the feed material prior to shredding. As a result, we believe the shredder fluff we generate is not normally considered or properly classified as hazardous waste. If the laws, regulations or testing methods change with regard to EAF dust or shredder fluff or other by-products, we may incur additional significant costs.

Changes to National Ambient Air Quality Standards ("NAAQS") or other requirements on our air emissions could make it more difficult to obtain new permits or to modify existing permits and could require changes to our operations or emissions control equipment. Such difficulties and changes could result in operational delays and capital and ongoing compliance expenditures. These regulations can also increase our costs of energy, primarily electricity, which we use extensively in the steelmaking process. Moreover, in July 2021, the EPA issued a public statement regarding Clean Air ActCAA violations at metal recycling facilities that operate auto and scrap metal shredders, noting that noncompliant shredders can have an impact on overburdened communities, and in August 2023, the EPA released federal enforcement priorities, which affirmed the EPA’s continued focus on reducing air toxins. The EPA uses alerts such as this to signal its intention to focus enforcement activity on a particular industry sector. In March 2025, the EPA issued a memorandum providing guidance on implementing the enforcement priorities consistent with President Trump’s Executive Orders, including those revoking Executive Orders from previous administrations regarding environmental justice and new Executive Orders relating to energy development.

Energy used by our steelmaking operations is a significant input and the largest contributor to our GHG emissionsemissions, and there is growing belief that consumption of energy derived from fossil fuels is a major contributor to climate change. The U.S. government and various governmental agencies have introduced or are contemplating regulatory changes in response to the potential impact of climate change, including legislation regarding carbon emission pricing, GHG emissions and renewable energy targets. International treaties or agreements may also result in increasing regulation of GHG emissions, including the introduction of carbon emissions trading mechanisms. Therefore, any such regulation regarding climate change and GHG emissions could impose significant costs on our steelmaking and metals recycling operations and on the operations of our customers and suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs in order to comply with current or future laws or regulations and limitations imposed on our operations. The potential costs of "allowances," "offsets" or "credits" that may be part of potential cap-and-trade programs or similar future regulatory measures are still uncertain. Any adopted future climate change and GHG regulations could negatively impact our ability (and that of our customers and suppliers) to compete with companies situated in areas not subject to such limitations. From a medium and long-term perspective, as a result of these regulatory initiatives, we may see an increase in costs relating to our assets that emit significant amounts of GHGs. Following the change in U.S. presidential administrations in January 2025, there have been significant changes with respect to federal environmental policy. In January 2025, the U.S. submitted notification to the United Nations that it intends to withdraw from the Paris Agreement regarding climate change, with the withdrawal effective January 27, 2026. Additionally, althoughthe weTrump administration has announced several initiatives to scale back GHG regulation. Furthermore, in July 2025, the EPA proposed to repeal the Endangerment Finding under the CAA, which was the finding prerequisite to developing motor vehicle emission standards. The regulation of GHGs with respect to vehicle emission standards eventually triggered additional GHGs emission regulation for stationary sources under the CAA. Although at the U.S. federal level, various proposals are focusedpending onto waterreduce conservationregulation of GHGs, many state and reuselocal in our operations, steel manufacturing is a water intensive industry. Theregovernments may be an increase in costscontinue to respond to future water lawsadopt and regulations,enforce andGHG operations in areas with limited water availability may be impacted if droughts become more frequent or severe.regulations.

Regulatory initiatives in these areas will be either voluntary or mandatory and may impact our operations directly or through our suppliers or customers. Until the timing, scope and extent of any future regulationregulation, or changes in existing regulation, becomes known, we cannot predict the effect on our business, results of operations or financial condition, but such effect could be materially adverse to our business, results of operations and financial condition.

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Annual Report. Our discussion and analysis of fiscal year 2025 compared to fiscal year 2024 is included herein. Our discussion and analysis of fiscal year 2024 compared to fiscal year 2023 can be found in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended August 31, 2024, which was filed with the SEC on October 17, 2024.

CMC ishas grown into an innovative solutions provider helping build a stronger, safer and more sustainable world. ThroughToday, through an extensive manufacturing network principally located in the U.S. and Central Europe, the Company offers products and technologies to meet the critical reinforcement needs of the global construction sector. CMC’s solutions support early-stage construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial and energy generation and transmission. Our operations are conducted through three reportable segments: North America Steel Group, EuropeEmerging SteelBusinesses Group and theEurope Emerging BusinessesSteel Group. See Part I, Item 1, Business, of this Annual Report for further information regarding our business and reportable segments.

When evaluating our results for the period,results, we compare net sales, in the aggregate and for each of our reportable segments, in the current period to net sales in the corresponding periodperiod. of the prior year. Specifically, forFor the North America Steel Group segment and the Europe Steel Group segmentsegments, we focus on changes in average selling price per ton and tons shipped compared to the prior yearcorresponding period for each of our vertically integrated product categories as these are the two variables that typically have the greatest impact on our net sales for thesethose reportable segments. Of the products evaluated based onby changes in average selling price per ton and tons shipped within the North America Steel Group and Europe Steel Group segments, raw materials include ferrous and nonferrous scrap, steel products include rebar, merchant barbar, light structural and other special sections and other steel products, such as billets and wire rod, and downstream products include fabricated rebar, steel fence posts and wire mesh. The evaluationsEvaluations of average selling price per ton and tons shipped for downstream products exclude post-tension cable, which is not measured on a per ton basis.

Adjusted EBITDA is used by management to compare and evaluate the period-over-period underlying business operational performance of our reportable segments. Adjusted EBITDA is the sum of the Company's earnings before interest expense, income taxes, depreciation and amortization and impairment expense. Although there are many factors that can impact a segment’s adjusted EBITDA and, therefore, our overall earnings,earnings or losses, changes in metal margins of our steel products and downstream products period-over-period in the North America Steel Group and Europe Steel Group segments are a consistent area of focus for our Company and industry. Metal margin is a metric used by management to monitor the results of our vertically integrated organization. For our steel products, metal margin is the difference between the average selling price per ton of rebar, merchant bar and other steel products and the cost of ferrous scrap per ton utilized by our steel mills to produce these products. An increase or decrease in input costs can impact profitability of these products when there is no corresponding change in selling prices. The metal margin for the North America Steel Group and Europe Steel Group segments' downstream products is the difference between the average selling price per ton of our downstream products and the scrap input costs to produce these products. An increase or decrease in input costs can impact profitability of steel products and downstream products when there is no corresponding change in selling prices. The majority of the North America Steel Group and Europe Steel Group segments' downstream products selling prices per ton are fixed at the beginning of a project and these projects last one to two years on average. Because theThe selling price generally remains fixed over the life of a project,project; therefore, changes in input costs over the life of the project can significantly impact profitability.

2023CP&P AcquisitionsAcquisition

TensarFoley Acquisition

InWe Decemberare 2022,currently we announced thatconstructing our planned fourth micro mill would bemill, located in Berkeley County, West Virginia. This newfacility microis millstrategically will be geographically situatedlocated to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and will be supported by our existing network of downstream fabrication plants. Site improvements andimprovements, foundation work and substantial portions of supporting infrastructure for the micro mill are complete,complete. large portionsConstruction of supportingstructural infrastructurecomponents havefor beenmultiple installedprocess buildings and equipment installation is underway.ongoing. We expect anto operationalbegin start-upmelt inshop lateproduction calendarat 2025.this micro mill during 2026.

Net sales during 20242025 decreased $873.6$127.5 million, or 10%,2%, compared to 2023.2024. See discussions below, labeled North America Steel Group, EuropeEmerging SteelBusinesses Group and EmergingEurope BusinessesSteel Group within the Segment Operating Data section, for further information on our net sales results.

InterestLitigation Expense

Our effective income tax rate for 20232025 was 23.4%21.3% compared to 19.7%23.6% for 2022.2024. The year-over-year increasedecrease was primarily duedriven to a tax benefit recorded during 2022 from a capital loss on a restructuring transaction that did not recur in 2023, as well asby a reduction in researchpre-tax andearnings, developmentreflecting taxthe creditscontingent litigation-related loss recorded during 2025 in 2023connection comparedwith tothe 2022.PSG litigation. See Note 12, Income Tax, in Part II, Item 8 of this Annual Report for further discussion of our effective tax rate. For more information about the contingent litigation-related loss, see Note 17, Commitments and Contingencies, in Part II, Item 8 of this Annual Report.

All amounts are computed and presented in a manner that is consistent with the basis in whichhow we internally disaggregate financial information for the purpose of making operating decisions. See Note 19, Segment Information, in Part II, Item 8 of this Annual Report for further information on how we evaluate financial performance of our segments. The operational data by product category presented in the North America Steel Group and Europe Steel Group tables below is calculated using averagesaverage duringvalues for each period presented.

Any reference in this Form 10-Q to the "corresponding period" relates to the three or sixnine month period ended FebruaryMay 28,31, 2025, as applicable. Any reference in this Form 10-Q to the "current period" relates to the three or sixnine month period ended FebruaryMay 28,31, 2026, as applicable. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise stated.

In November 2025, we issued $1.0 billion of 5.750% senior unsecured notes due November 2033 (the “2033 Notes”) and $1.0 billion of 6.000% senior unsecured notes due December 2035 (the “2035 Notes”). We will make semiannual interest payments on the outstanding principal of the 2033 Notes on May 15 and November 15 of each year,year. with theThe first such interest payment duewas made on May 15, 2026. We will make semiannual interest payments on the outstanding principal of the 2035 Notes on June 15 and December 15 of each year, with the first such interest payment duepaid on June 15, 2026. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were used to facilitate the closing of the Foley Acquisition (as defined below). Aggregate fees and issuance costscosts, including rating agency, legal, and other fees, associated with the 2033 Notes and the 2035 Notes were approximatelyimmaterial $15.8for millionthe three months ended May 31, 2026, and were $21.3 million for the three and sixnine months ended FebruaryMay 28,31, 2026, respectively. Prior quarter amounts included rating agency and legal fees whereas current quarter amounts related to additional fees associated with the 2033 Notes and the 2035 Notes that were conditional on the closing of the Foley Acquisition.2026.

Recent developments illustrate how these risks may materialize. Countries such as Algeria, Bulgaria, Egypt and Vietnam have also increased their steel exports, particularly of rebar, to the U.S. Further, excess capacity has also led to greater protectionism as is evident in raw material and finished product border tariffs put in place by China, Brazil and other countries. In response to these pressures, ain petitionJune was filed with the U.S. International Trade Commission ("ITC") by2025, the Rebar Trade Action Coalition, which consists of several U.S. steel producers including CMC, infiled Junepetitions 2025,with the U.S. Department of Commerce (the “DOC”) and the U.S. International Trade Commission (“ITC”) alleging that exporters of steel concrete reinforcing bar from Algeria, Bulgaria, Egypt and Vietnam are dumping material into the U.S. market at prices below fair value.value, and that producers of rebar in Algeria, Egypt and Vietnam are benefitting from countervailable government subsidies. The petitionpetitions seeksseek the imposition of significant antidumping and countervailing duties on rebar imports from these countries. In July 2025, the ITC preliminarily determined that there was a reasonable indication of material injury to the U.S. domestic rebar industry, and thus the DepartmentDOC’s ofinvestigations Commerce’s investigation of dumping waswere authorized to continue. InThe MarchDOC 2026,subsequently the Department of Commerce announced itsissued preliminary affirmative determinations that Algeria,the Bulgaria,subject Egypt and Vietnamrebar had been sold steel concrete reinforcing bar intoin the U.S. at less than fair value.value Subsequently,in December 2025 with respect to Algeria and in March 2026 with respect to Bulgaria, Egypt and Vietnam. Additionally, the DepartmentDOC ofdetermined Commercein announcedJanuary its2026 that producers in Algeria, Egypt and Vietnam had received countervailable subsidies. In March 2026, the DOC issued final affirmative determinationdeterminations with respect to Algeria, which concludedconcluding that steelAlgerian reinforcingrebar barhad importedbeen fromdumped Algeriaat a margin of 127.32% and had benefitted from countervailable subsidies at thea rate of 72.94%. In April 2026, the ITC made a final affirmative determination of material injury with respect to dumped imports of rebar from Algeria, clearing the way for the DOC to issue an antidumping duty order on rebar from Algeria. The DOC’s final determinations forin the antidumping investigations of Bulgaria, Egypt and VietnamVietnam, and in the countervailing duty investigations of Egypt and Vietnam, are expected later in calendar 2026, with the ITC’s corresponding final injury determinations to be announced later this year.follow. If affirmative final injury determinations are subsequently made by the ITC, the Department of CommerceDOC will assess antidumping and/or countervailing duties on the subject steel concrete reinforcing bar.

From a longer-term perspective on demand, we see tariffs asrepresent a singleone component of a broader program that includes changes to tax, regulatory, energyeconomic and trade policypolicies aimedthat atmay stimulatinginfluence domestic investment,investment which could meaningfully benefitand construction activity. However, the timing, magnitude and sustainability of any tariff impacts on demand remain uncertain. With regards to operating costs, we anticipate the direct impact of tariffs to be modest, as we source primarily from domestic suppliers.suppliers, though, indirect effects from market pricing and supply dynamics remain uncertain. We also anticipate the impact on capital costs to be modest.

In our U.S. market, weWe have not yet experienced any material, direct impactimpacts from the war in Iran,Iran. butHowever, continuewe tohave closelyseen monitorincreases thein conflictfuel forcosts, potential demand disruptions or cost inflation. Energyenergy costs in Europe have risen,increased, thoughand the magnitudebroader ofgeopolitical theenvironment financialmay effectresult in demand variability and cost inflation. The Company continues to evaluate potential impacts, which will depend on the duration and severity of the conflict.

On July 4, 2025, the One Big Beautiful Bill Act was enacted into law, introducing significant amendments to U.S. tax legislation with varying effective dates. Key provisions that impact CMC include the expansion of bonus depreciation, accelerated expensing of research and development costs and revisions to international tax regimes. CMCWe hashave incorporated these amendments into itsour 2026 tax provision, as applicable, and continues to evaluate the legislation.applicable.

On January 10, 2025, the Internal Revenue Service awarded CMC with a Qualifying Advanced Energy Project Credit (as defined in Internal Revenue Code section 48C) based on qualifying expenditures related to the construction of the West Virginia micro mill. CMCWe plansplan on utilizing the credit beginning with itsour 2026 tax return and hashave included the estimated impact in the financial statements beginning in 2026.

CMC is a leading provider of early-stage construction solutions that support the foundational phases of modern infrastructure and building projects. Through an extensive manufacturing network primarily located in the United StatesU.S. and Central Europe, with strategic operations in the United Kingdom, Europe and Asia, CMC serves infrastructure, non-residential, residential, industrial and energy markets. While often unseen, CMC’s products are essential to highways, bridges, airports, commercial buildings and other critical structures that support everyday life. Our operations are conducted through three reportable segments: North America Steel Group, Construction Solutions Group and Europe Steel Group.

Net sales increased $377.6$463.3 million, or 22%,23%, for the three months ended FebruaryMay 28,31, 2026, and increased $1.1 billion, or 19% for the nine months ended May 31, 2026, compared to the corresponding period, and increased $588.3 million, or 16% for the six months ended February 28, 2026, compared to the corresponding period.periods. The newly acquired precast platform contributed $144.6$175.7 million and $320.3 million of net sales to external customers in the currentthree periodand nine months ended May 31, 2026, respectively, that were not part of the corresponding period results. Additional information regarding period-over-period changes in net sales is provided in the Segment Operating Data section under North America Steel Group, Construction Solutions Group and Europe Steel Group.

During the three and sixnine months ended FebruaryMay 28,31, 2026, we achieved net earnings of $93.0$173.0 million and $270.3$443.3 million, respectively, compared to net earnings of $25.5$83.1 million and a net loss of $150.2$67.1 million, in the respective corresponding periods. The change in net earnings in the three months ended FebruaryMay 28,31, 2026, compared to the corresponding period, was primarily due to expansion in steel products metal margins within our North America Steel Group segment.segment, changes to the timing of payments from government assistance programs in Europe and the inclusion of the precast platform in current year results, offset by increases in interest expense and employee-related costs. The year-over-year increase in net earnings in the sixnine months ended FebruaryMay 28,31, 2026, was primarily due to litigation-related expense of approximately $268.0$271.0 million, net of estimated tax, associated with a contingent litigation-related loss recognized in the sixnine months ended FebruaryMay 28,31, 20252025, resulting in a net loss in the corresponding period.period, coupled with metal margin expansion in the nine months ended May 31, 2026, within our North America Steel Group segment. These effects were partially offset by higher interest expense.

Selling, general and administrative ("SG&A") expenses increased $65.6$46.5 million and $83.4$129.9 million during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the corresponding period.periods. The increases were primarily driven by employee-related costs which increased by $30.4$33.0 million and $37.7$70.7 million, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods due to increased SG&A as a result of increased headcount from the Foleyacquired andprecast CP&P Acquisitions,platform, as well as higher variable incentive compensation costs. Further, transaction expenses of $20.6$2.5 million and $34.0$36.5 million related to the Foleyacquired andprecast CP&P Acquisitionsplatform were incurred during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, with no such expenses in the corresponding periods. IntangibleDepreciation assetand amortization increased by $5.4$4.9 million and $9.3 million, during each of the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, primarily as a result of the inclusion of new intangible assets from the Foleyacquired andprecast CP&P Acquisitions.platform. Information technology costs increased by $3.3$2.4 million and $6.1$8.5 million, during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the corresponding period, as a result of a planned upgrade to our enterprise resource planning system as well as an ongoing project to optimize our customer relationship management platform.

Interest expense increased by $29.8$29.3 million and $43.3$72.6 million during the three and sixnine months ended FebruaryMay 28,31, 2026, compared to the corresponding periods due to the issuance of the 2033 Notes and the 2035 Notes in conjunction with the Foley Acquisition as discussed in Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q.

Litigation expense related to the Pacific Steel Group ("PSG") litigation of $4.1$3.8 million and $7.8$11.6 million were recorded during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to $4.7$3.8 million and $354.7$358.5 million in the three and sixnine months ended FebruaryMay 28,31, 2025, respectively. The amount recorded during the currentthree periodand primarilynine months ended May 31, 2026, reflects interest on the judgment amount. For more information about the contingent litigation-related loss, see Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.

The effective income tax rates for the three and sixnine months ended FebruaryMay 28,31, 2026 were 15.2%8.4% and 7.6%,7.9%, respectively, compared to 29.4%24.1% and 23.0%21.7% in the corresponding periods. The decrease for the three and sixnine months ended FebruaryMay 28,31, 2026, compared to the corresponding periods, is primarily due to the recognition of a federal investment tax credit related to the ongoing construction of the West Virginia micro mill.mill, with commissioning currently expected during 2026. For more information, see Note 11, Income Tax in Part I, Item 1, Financial Statements, of this Form 10-Q.

Net sales to external customers in our North America Steel Group segment increased $221.5$227.1 million, or 16%,15%, during the three months ended FebruaryMay 28,31, 2026, and increased $363.9$591.0 million, or 13%, during the sixnine months ended FebruaryMay 28,31, 2026, compared to the corresponding periods. The year-over-year increases were primarily due to 20%15% and 18%17% higher steel products average selling price per ton during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively. In addition, net sales to external customers was impacted by increases in external tons shipped in both raw materials and downstream products which increased by 25% and 8%, respectively, for the three months ended May 31, 2026, and 18% and 6%, respectively, for the nine months ended May 31, 2026. These impacts were partially offset by decreases in steel products external tons shipped of 6% and 3% during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods, primarily due to weather delays in key markets and planned maintenance outages across a number of mill operations.

Adjusted EBITDA increased $132.7$73.6 million, or 97%,41%, and increased $240.4$314.0 million, or 74%,62%, during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the corresponding periods. The increases in adjusted EBITDA during the three and sixnine months ended FebruaryMay 28,31, 2026, compared to the corresponding periodsperiods, were primarily due to expansion in steel products metal margin per ton, which increased 31%22% and 29%,27%, respectively.respectively, offset by increased maintenance costs related to the outages discussed above.

Net sales to external customers in our Construction Solutions Group segment increased $155.6$197.1 million, or 98%,100%, and increased $184.4$381.5 million, or 56%,73%, during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the corresponding periods. The increase during the three months ended FebruaryMay 28,31, 2026 was primarily driven by $144.6$175.7 million of net sales to external customers due to ourthe Foleyacquired andprecast CP&P Acquisitionsplatform that werewas not part of the corresponding period results. See Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q for further information. In addition, during the three months ended FebruaryMay 28,31, 2026, net sales to external customers from our Tensar division and CMC Construction Services' operations increased $12.9$17.6 million and $3.8 million, respectively, compared to the corresponding period.period, due to higher demand. The increase during the sixnine months ended FebruaryMay 28,31, 2026 was partiallyalso primarily a result of the aforementioned acquired precast platform which contributed $320.3 million in net sales to external customers,customers asthat wellwas asnot apart $23.0of the corresponding period. This was in addition to $35.3 million increase from CMC Construction Services' operations and a $17.7$26.8 million increaseincreases in net sales to external customers from our Tensar division,Division and CMC Construction Services, respectively, compared to the corresponding period, due to higher demand.

Adjusted EBITDA increased $29.9$56.5 million, or 127%,138%, during the three months ended FebruaryMay 28,31, 2026, and increased $46.8$103.3 million, or 101%,119%, during the sixnine months ended FebruaryMay 28,31, 2026, compared to the corresponding periods. These increases were primarily due to the inclusion of the acquired precast platform which contributed $33.6$52.9 million and $86.5 million in currentthe periodthree resultsand thatnine wasmonths notended includedMay in31, 2026, respectively, compared to the corresponding periods. CMCIn Constructionaddition, Services'Adjusted marginsEBITDA within our Tensar Division increased by $10.8 million and $28.1 million, during the three and sixnine months ended FebruaryMay 28,31, 2026, driven by increased volumes. The six months ended February 28, 2026 was also impacted by increased sales of higher margin products within our Tensar division, as well as higher shipment volumes,respectively, compared to the corresponding period.periods, due to higher demand as mentioned above.

Net sales to external customers in our Europe Steel Group segment increased $2.0$43.6 million, or 1%,18%, and $40.2increased $83.9 million, or 10%,13%, during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the corresponding periods. During the three months ended FebruaryMay 28,31, 2026, net sales to external customers increased in part due to a 10%5% increase in the steel products average selling price per ton, which was offsetamplified by ana 8%12% decreaseincrease in tons shipped, compared to the corresponding period. The decreaseincrease in tons shipped iswas primarily due to the EU Carbon Border Adjustment Mechanism ("CBAM") policy which led businesses to accelerate purchasing of imported rebar before the change in laws took effect at the start of the calendar year withand thehas assumptionimproved thatmarket thisconditions wouldfor increasedomestic prices.producers. The increase for the sixnine months ended FebruaryMay 28,31, 2026, iswas primarily a result of a 5% increase in the steel products average selling price per ton as well as a 4%7% increase in steel products tons shipped, compared to the corresponding period. On average, compared to the Polish zloty, the U.S. dollar was weaker during the three and sixnine months ended FebruaryMay 28,31, 2026, compared to the corresponding period. The effect of foreign currency translation on net sales to external customers was an increase of approximately $23.5$12.1 million for the three months ended FebruaryMay 28,31, 2026 and an increase of approximately $42.7$54.9 million for the sixnine months ended FebruaryMay 28,31, 2026.

Adjusted EBITDA decreasedincreased $2.2$31.1 million, or 290%,865%, and decreasedincreased $17.1$14.0 million, or 64%,46%, during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the corresponding periods. TheseAdjusted decreasesEBITDA werewas primarily drivenimpacted by changes to the timing of payments from a government assistance program established to offset the indirect costs of rising carbon emissions rights included in energy costs in Poland. We didreceived not$20.4 receivemillion anyin payments from this program during the three months ended FebruaryMay 28,31, 2026 compared to $4.0 millionnone in the corresponding period. In addition, steel products metal margins increased by 13% during the three months ended May 31, 2026, compared to the corresponding period. During the sixnine months ended FebruaryMay 28,31, 2026, $15.6$36.0 million was received through thisthe aforementioned government assistance program, compared to $48.1 million in the sixnine months ended FebruaryMay 28,31, 2025. TheseHowever, impactsthis weredecrease partiallyin government assistance was more than offset by a 15% and 13% increase in steel products metal margin,margin respectively,expansion of 14%, during the nine months ended May 31, 2026, compared to the corresponding periods.period. The effect of foreign currency translation on adjusted EBITDA was immaterial for the three and sixnine months ended FebruaryMay 28,31, 2026.

Corporate and Other adjusted EBITDA loss increased $35.6$12.7 million, or 102%,34%, during the three months ended FebruaryMay 28,31, 2026, and decreased $294.8$282.1 million, or 70%,62%, during the sixnine months ended FebruaryMay 28,31, 2026, compared to the corresponding periods. The adjusted EBITDA loss includes the recognition of $20.6$2.5 million and $34.0$36.5 million of acquisition and integration related costs related to the Foley Acquisition and the CP&P Acquisitions,Acquisition, during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively. Further, variable incentive compensation costs increased by $9.9$8.1 million and $16.2$24.3 million during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the corresponding periods. Additionally, costs related to information technology increased by $3.3$2.0 million and $6.1$8.1 million, respectively, during the three and sixnine months ended FebruaryMay 28,31, 2026, compared to the corresponding periods. This increase iswas a result of a planned upgrade to our enterprise resource planning system as well as an ongoing project to optimize our customer relationship management platform.system.

The year-over-year increase in expenses described above was offset by a $354.7$358.5 million contingent litigation-related loss related to the PSG litigation recognized during the sixnine months ended FebruaryMay 28,31, 2025. For more information about the contingent litigation-related loss, see Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.

We have a diverse and generally stable customer base, and regularly maintain a substantial amount of accounts receivable. We actively monitor our accounts receivable and, based on market conditions and customers' financial condition, record allowances when we believe accounts are uncollectible. We use credit insurance internationally to mitigate the risk of customer insolvency. We estimate that the amount of credit-insured or financially assured receivables was approximately 10%14% of total receivables at FebruaryMay 28,31, 2026.

The table below reflects our sources, facilities and availability of liquidity at FebruaryMay 28,31, 2026. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for additional information.

We continually review our capital resources to determine whether we can meet our short and long-term goals. For at least the next twelve months, we anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to maintain operations, make necessary capital expenditures, pay for litigation-related expenses, invest incomplete the developmentinvestment ofin our fourth micro mill, pay dividends and opportunistically repurchase shares. Additionally, we expect our long-term liquidity position will be sufficient to meet our long-term liquidity needs with cash flows from operations and financing arrangements. However, in the event of changes in business conditions or other developments, including a sustained market deterioration, unanticipated regulatory or legal developments, competitive pressures, or to the extent our liquidity needs prove to be greater than expected or cash generated from operations is less than anticipated, we may need additional liquidity. To the extent we elect to finance our long-term liquidity needs, we believe that the potential financing capital available to us in the future will be sufficient.

During the sixnine months ended FebruaryMay 28,31, 2026 and 2025, we repurchased $57.2$76.1 million and $98.4$148.9 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $147.8$128.9 million of shares of CMC common stock at FebruaryMay 28,31, 2026. See Note 13, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.

During the sixnine months ended FebruaryMay 28,31, 2026 and 2025, we paid $40.0$62.1 million and $41.0$61.3 million, respectively, of cash dividends to our stockholders.

Our credit arrangements require compliance with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At FebruaryMay 28,31, 2026, we believe we were in compliance with all covenants contained in our credit arrangements.

As of FebruaryMay 28,31, 2026 and August 31, 2025, we had no off-balance sheet arrangements that may have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

As described above under "Business Conditions and Developments," we completed the Foley Acquisition and the CP&P Acquisition in December 2025. The Foley Acquisition was funded through a portion of the net proceeds from the issuance of the $2.0 billion aggregate principal amount of the 2033 Notes and the 2035 NotesNotes, and the CP&P Acquisition was funded with cash on hand.

During the sixnine months ended FebruaryMay 28,31, 2026, changes in operating assets and liabilities resulted in a $92.9$135.7 million decrease in cash from operating activities, compared to the corresponding period. The decrease was primarily due to a $107.5$116.8 million increase in cash used by inventories, reflecting higher materials costs, stockpiling in advance of construction season and, for the North Amercia Steel Group, planned outages.costs. This was combined with a $50.4$109.8 million year-over-year decrease in cash from accounts receivable, primarily driven by the timing of collections and fluctuationsincreases in netselling salesprices tofor externalour customers,products, as well as a $22.0$8.6 million increase in cash used by other assets and liabilities due to new leases as described in Note 7, Leases, in Part I, Item 1, Financial Statements, of this Form 10-Q. Offsetting these decreases was an $82.9$124.4 million increase in cash from accounts payable which is primarily a function of higher inventory costs within North America Steel Group, as well as the precast platform which was not included in the corresponding period.

As previously discussed, we purchased Foley and CP&P during the currentsecond quarter and have recognized cash outflows, net of cash acquired, of $2.52 billion related to these transactions. See Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information.

Capital expenditures increased $43.7$110.4 million year-over-year,year-over-year for the nine months ended May 31, 2026, primarily driven by the construction of our fourth micro mill, in West Virginia.

For the sixnine months ended FebruaryMay 28,31, 2026, we received proceeds of $2.0 billion, presented net of $15$15.0 million of related fees, for net proceeds of $1.985 billion from the issuance of the 2033 Notes and the 2035 Notes. Aggregate fees and issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $6.3$21.3 million. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding the 2033 Notes and the 2035 Notes.

For the sixnine months ended FebruaryMay 28,31, 2026, we repurchased $57.2$76.1 million of CMC common stock under our share repurchase program, representing a decrease of $41.2$72.7 million compared to the corresponding period. See Note 13, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.

Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for properties and equipment, construction of our fourth micro mill and other purchase obligations as part of normal operations. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding scheduled maturities of our long-term debt. See Note 7, Leases, in Part I, Item 1 of this Form 10-Q for additional information on leases. Interest payable on our long-term debt due in the twelve months following FebruaryMay 28,31, 2026, is $169.2$170.9 million, and $1.3$1.2 billion is due thereafter.

As of FebruaryMay 28,31, 2026, our undiscounted purchase obligations were approximately $790$780 million due in the next twelve months and $410$330 million due thereafter under purchase orders and "take or pay" arrangements. These purchase obligations include all enforceable, legally binding agreements to purchase goods or services that specify all significant terms, regardless of the duration of the agreement, and exclude agreements with variable terms for which we are unable to estimate the minimum amounts. The "take or pay" arrangements are multi-year commitments with minimum annual purchase requirements and are entered into primarily for purchases of commodities used in operations such as electrodes and natural gas.

Of the purchase obligations due within the twelve months following FebruaryMay 28,31, 2026, approximately 32%29% were for consumable production inputs, such as alloys, 19%16% were for the construction of our fourth micro mill, 15%16% were for commodities and 13% were for capital expenditures in connection with normal business operations and 9% were for commodities.operations. Of the purchase obligations due thereafter, 66%62% were for commodities and 16%22% were for investments in information technology. The remainder of the purchase obligations are for goods and services in the normal course of business.

We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers require. At FebruaryMay 28,31, 2026, we had committed $46.2$46.3 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q).

In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We have in the past, and may in the future, incur settlements, fines, penalties or judgments in connection with some of these matters. Liabilities and costs associated with litigation-related loss contingencies require estimates and judgments based on our knowledge of the facts and circumstances surrounding each matter and the advice of our legal counsel. We record liabilities for litigation-related losses when a loss is probable, and we can reasonably estimate the amount of the loss. In the sixnine months ended FebruaryMay 28,31, 2025, the Company reported $354.7$358.5 million of litigation expense in the condensed consolidated statement of loss, which represents the Company's estimate based on its understanding of the PSG judgment, PSG's attorneys' fees and other related costs, including post-judgment interest. In the sixnine months ended FebruaryMay 28,31, 2026, the Company reported $7.8$11.6 million of litigation expense in the condensed consolidated statement of earnings, which primarily represents the Company’s estimate of post-judgment interest on the PSG judgment. These amounts were classified as current liabilities in the condensed consolidated balance sheets because the timing of the potential payment is uncertain. We evaluate the measurement of recorded liabilities each reporting period based on the current facts and circumstances specific to each matter. The ultimate losses incurred upon final resolution of litigation-related loss contingencies may differ materially from the estimated liability recorded at a particular balance sheet date. Changes in estimates are recorded in earnings in the period in which such changes occur. See Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on pending litigation and other matters.

This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to the expected performance of our recently acquired precast platform, general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, backlog volumes, the ability to operate our steel mills at full capacity, particularly during periods of domestic mill start-ups, the future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our Construction Solutions Group segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, the effects of CBAM and other EU trade measures on European demand and pricing, capital expenditures, tax credits, the timing, amount and recurrence of CO2 or emissions-related credits, our liquidity and our ability to satisfy future liquidity requirements, our ability to achieve our stated deleveraging target within the anticipated timeframe, estimated contractual obligations, the expected capabilities and benefits of new facilities, the anticipated benefits and timeline for execution of our growth plan and initiatives, including our TAG operational and commercial excellence program, and our expectations or beliefs concerning future events. The statements in this report that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans or intentions.