In the following discussion, references to "we," "us," "our" or the "Company" mean Commercial Metals Company ("CMC") and its consolidated subsidiaries, unless the context otherwise requires. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto, which are included in this Quarterly Report on Form 10-Q (this "Form 10-Q"), and our consolidated financial statements and the notes thereto, which are included in our Annual Report on Form 10-K for the year ended August 31, 2025 (the "2025 Form 10-K"). This discussion contains or incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather are based on expectations, estimates, assumptions and projections about our industry, business and future financial results, based on information available at the time this Form 10-Q was filed with the United States ("U.S.") Securities and Exchange Commission (the "SEC") or, with respect to any document incorporated by reference, available at the time that such document was prepared. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those identified in the section entitled "Forward-Looking Statements" at the end of Item 2 of this Form 10-Q and in the section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K. We do not undertake any obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise, except as required by law. Any reference in this Form 10-Q to the "corresponding period" relates to the three or nine month period ended May 31, 2025, as applicable. Any reference in this Form 10-Q to the "current period" relates to the three or nine month period ended May 31, 36 Table of Contents 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. Certain trademarks or service marks of CMC appearing in this Form 10-Q are the property of CMC and are protected under applicable intellectual property laws. Solely for convenience, our trademarks and tradenames referred to in this Form 10-Q may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. BUSINESS CONDITIONS AND DEVELOPMENTS Senior Notes Activity 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. The first such interest payment was 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 paid 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 costs, including rating agency, legal, and other fees, associated with the 2033 Notes and the 2035 Notes were immaterial for the three months ended May 31, 2026, and were $21.3 million for the nine months ended May 31, 2026. Foley Acquisition On December 15, 2025, we completed the acquisition of all of the issued and outstanding equity securities of the holding companies that own Foley Products Company, LLC ("Foley" and such transaction, the “Foley Acquisition”), one of the largest regional suppliers of precast concrete solutions in the U.S. and a leader within the Southeastern U.S. Operating results for Foley are included within the Construction Solutions Group segment. The Foley Acquisition aligns with our strategy to pursue inorganic growth by adding scale, margin strength and regional leadership to our precast platform. CP&P Acquisition On December 1, 2025, we completed the acquisition of all of the issued and outstanding equity securities of Concrete Pipe and Precast, LLC ("CP&P" and such transaction, the “CP&P Acquisition”), a leading supplier of precast concrete solutions to the U.S. Mid-Atlantic and South Atlantic markets. Operating results for CP&P are included within the Construction Solutions Group segment. The CP&P Acquisition aligns with our strategy to pursue inorganic growth by expanding CMC’s portfolio of early-stage construction solutions through the addition of precast capabilities. For more information on the Foley Acquisition and the CP&P Acquisition, refer to Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q. Third Amendment to Credit Agreement On December 17, 2025, we entered into the Third Amendment and Commitment Increase to the Sixth Amended and Restated Credit Agreement (the “Third Amendment”), which increased the borrowing capacity under the revolving credit facility from $600.0 million to $1.0 billion and extended the maturity date to December 17, 2030. Capital Expenditures We are currently constructing our fourth micro mill, located in Berkeley County, West Virginia. This facility is strategically located to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and will be supported by our existing network of downstream fabrication plants. Construction of structural components for multiple process buildings is substantially complete and equipment installation is ongoing. Several key milestones for utility infrastructure have been reached. We expect to begin production at this micro mill during 2026. Macroeconomic Trends and Uncertainties 37 Table of Contents We are subject to risks and exposures from the evolving macroeconomic environment, including uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize economies and other changes in economic conditions, such as an increase in trade tensions and related tariffs with U.S. trading partners. On February 10, 2025, President Trump issued an executive order re-imposing Section 232's 25% tariffs on steel imports from all sources, effective March 12, 2025, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products. Effective June 4, 2025, the tariffs on steel imports were increased to 50% for all countries other than the United Kingdom, which continues to be subject to 25% tariffs. Although the elimination of Section 232 tariff exemptions has provided a favorable backdrop to the domestic long steel market, there remains uncertainty regarding the duration and scope of this and other potential executive actions related to tariffs. If the Section 232 or other import tariffs, quotas or duties are relaxed, repealed, challenged legally or expire; if other countries are exempted, or if relatively higher U.S. steel prices make it attractive for foreign steelmakers to export their steel products to the U.S., despite the presence of import tariffs, quotas or duties, a resurgence of substantial imports of foreign steel could occur. This would put downward pressure on U.S. steel prices. 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, in June 2025, the Rebar Trade Action Coalition, which consists of several U.S. steel producers including CMC, filed petitions 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, and that producers of rebar in Algeria, Egypt and Vietnam are benefitting from countervailable government subsidies. The petitions seek 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 DOC’s investigations were authorized to continue. The DOC subsequently issued preliminary affirmative determinations that the subject rebar had been sold in the U.S. at less than fair value in December 2025 with respect to Algeria and in March 2026 with respect to Bulgaria, Egypt and Vietnam. Additionally, the DOC determined in January 2026 that producers in Algeria, Egypt and Vietnam had received countervailable subsidies. In March 2026, the DOC issued final affirmative determinations with respect to Algeria, concluding that Algerian rebar had been dumped at a margin of 127.32% and had benefitted from countervailable subsidies at a 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 in the antidumping investigations of Bulgaria, Egypt and Vietnam, 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 follow. If affirmative final injury determinations are made by the ITC, the DOC will assess antidumping and/or countervailing duties on the subject steel concrete reinforcing bar. From a longer-term perspective on demand, tariffs represent one component of broader economic and trade policies that may influence domestic investment and 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, though, indirect effects from market pricing and supply dynamics remain uncertain. We also anticipate the impact on capital costs to be modest. We have not yet experienced any material, direct impacts from the war in Iran. However, we have seen increases in fuel costs, energy costs in Europe have increased, and the broader geopolitical environment may result in demand variability and cost inflation. The Company continues to evaluate potential impacts, which will depend on the duration and severity of the conflict. Tax Legislation Updates 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. We have incorporated these amendments into our 2026 tax provision, as 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. We plan on utilizing the credit beginning with our 2026 tax return and have included the estimated impact in the financial statements beginning in 2026. 38 Table of Contents See section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K for further discussion related to the above business conditions and developments. CRITICAL ACCOUNTING POLICIES AND ESTIMATES There have been no material changes to our critical accounting policies and estimates as set forth in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Form 10-K. RESULTS OF OPERATIONS SUMMARY Business Overview 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 U.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. During the first quarter of 2026, we announced the acquisitions of Foley and CP&P, which resulted in the creation of our precast platform. As a result, we changed the name of our Emerging Businesses Group segment to Construction Solutions Group to better reflect the business composition of the segment and more closely align with the strategic priorities of CMC. The name change has no impact on our reporting structure nor on financial information previously reported. Key Performance Indicators When evaluating our 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 period. For the North America Steel Group and the Europe Steel Group segments, we focus on changes in average selling price per ton and tons shipped compared to the corresponding 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 those reportable segments. Of the products evaluated by 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 bar, light structural and other steel products, such as billets and wire rod, and downstream products include fabricated rebar, steel fence posts and wire mesh. Evaluations 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 equal to earnings or losses before interest expense, income taxes, depreciation and amortization expense, impairment expense and unrealized gains and losses on undesignated commodity hedges. Although there are many factors that can impact a segment’s adjusted EBITDA and, therefore, our overall 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. 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. The selling price generally remains fixed over the life of a project; therefore, changes in input costs over the life of the project can significantly impact profitability. 39 Table of Contents Financial Results Overview Three Months Ended May 31, Nine Months Ended May 31, (in thousands, except per share data) 2026 2025 2026 2025 Net sales $ 2,483,245 $ 2,019,984 $ 6,735,570 $ 5,683,962 Net earnings (loss) 173,015 83,126 443,329 (67,119) Diluted earnings (loss) per share $ 1.55 $ 0.73 $ 3.96 $ (0.59) Net sales increased $463.3 million, or 23%, for the three months ended May 31, 2026, and increased $1.1 billion, or 19% for the nine months ended May 31, 2026, compared to the corresponding periods. The newly acquired precast platform contributed $175.7 million and $320.3 million of net sales to external customers in the three and 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 nine months ended May 31, 2026, we achieved net earnings of $173.0 million and $443.3 million, respectively, compared to net earnings of $83.1 million and a net loss of $67.1 million, in the corresponding periods. The change in net earnings in the three months ended May 31, 2026, compared to the corresponding period, was primarily due to expansion in steel products metal margins within our North America Steel Group 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 nine months ended May 31, 2026, was primarily due to litigation-related expense of approximately $271.0 million, net of estimated tax, associated with a contingent litigation-related loss recognized in the nine months ended May 31, 2025, resulting in a net loss in the corresponding 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 Expenses Selling, general and administrative ("SG&A") expenses increased $46.5 million and $129.9 million during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. The increases were primarily driven by employee-related costs which increased by $33.0 million and $70.7 million, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods as a result of increased headcount from the acquired precast platform, as well as higher variable incentive compensation costs. Further, transaction expenses of $2.5 million and $36.5 million related to the acquired precast platform were incurred during the three and nine months ended May 31, 2026, respectively, with no such expenses in the corresponding periods. Depreciation and amortization increased by $4.9 million and $9.3 million, during the three and nine months ended May 31, 2026, respectively, primarily as a result of the inclusion of new intangible assets from the acquired precast platform. Information technology costs increased by $2.4 million and $8.5 million, during the three and nine months ended May 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 Interest expense increased by $29.3 million and $72.6 million during the three and nine months ended May 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 Litigation expense related to the Pacific Steel Group ("PSG") litigation of $3.8 million and $11.6 million were recorded during the three and nine months ended May 31, 2026, respectively, compared to $3.8 million and $358.5 million in the three and nine months ended May 31, 2025, respectively. The amount recorded during the three and nine 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. 40 Table of Contents Income Taxes The effective income tax rates for the three and nine months ended May 31, 2026 were 8.4% and 7.9%, respectively, compared to 24.1% and 21.7% in the corresponding periods. The decrease for the three and nine months ended May 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, 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. SEGMENT OPERATING DATA The operating data by product category presented in the North America Steel Group and Europe Steel Group tables below is calculated using averages for each period presented. See Note 15, Segment Information, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on our reportable segments. North America Steel Group Three Months Ended May 31, Nine Months Ended May 31, (in thousands, except per ton amounts) 2026 2025 2026 2025 Net sales to external customers $ 1,789,381 $ 1,562,286 $ 5,058,760 $ 4,467,771 Adjusted EBITDA 253,487 179,936 817,067 503,069 External tons shipped Raw materials 482 385 1,224 1,036 Rebar 482 534 1,507 1,586 Merchant bar and other 268 264 754 748 Steel products 750 798 2,261 2,334 Downstream products 384 355 1,069 1,009 Average selling price per ton Raw materials $ 873 $ 809 $ 919 $ 875 Steel products 989 859 968 829 Downstream products 1,260 1,212 1,247 1,231 Cost of ferrous scrap utilized per ton $ 379 $ 360 $ 349 $ 340 Steel products metal margin per ton 610 499 619 489 Net sales to external customers in our North America Steel Group segment increased $227.1 million, or 15%, during the three months ended May 31, 2026, and increased $591.0 million, or 13%, during the nine months ended May 31, 2026, compared to the corresponding periods. The year-over-year increases were due to 15% and 17% higher steel products average selling price per ton during the three and nine months ended May 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 $73.6 million, or 41%, and increased $314.0 million, or 62%, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. The increases in adjusted EBITDA during the three and nine months ended May 31, 2026, compared to the corresponding periods, were primarily due to expansion in steel products metal margin per ton, which increased 22% and 27%, respectively, offset by increased maintenance costs related to the outages discussed above. 41 Table of Contents Construction Solutions Group Three Months Ended May 31, Nine Months Ended May 31, (in thousands) 2026 2025 2026 2025 Net sales to external customers $ 394,574 $ 197,454 $ 907,276 $ 525,733 Adjusted EBITDA 97,411 40,912 190,412 87,091 Net sales to external customers in our Construction Solutions Group segment increased $197.1 million, or 100%, and increased $381.5 million, or 73%, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. The increase during the three months ended May 31, 2026 was primarily driven by $175.7 million of net sales to external customers due to the acquired precast platform that was not part of the corresponding period results. In addition, during the three months ended May 31, 2026, net sales to external customers from our Tensar division and CMC Construction Services' operations increased $17.6 million and $3.8 million, respectively, compared to the corresponding period, due to higher demand. The increase during the nine months ended May 31, 2026 was also primarily a result of the acquired precast platform which contributed $320.3 million in net sales to external customers that was not part of the corresponding period. This was in addition to $35.3 million and $26.8 million increases in net sales to external customers from our Tensar Division and CMC Construction Services, respectively, compared to the corresponding period, due to higher demand. Adjusted EBITDA increased $56.5 million, or 138%, during the three months ended May 31, 2026, and increased $103.3 million, or 119%, during the nine months ended May 31, 2026, compared to the corresponding periods. These increases were primarily due to the inclusion of the acquired precast platform which contributed $52.9 million and $86.5 million in the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. In addition, Adjusted EBITDA within our Tensar Division increased by $10.8 million and $28.1 million, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods, due to higher demand as mentioned above. Europe Steel Group Three Months Ended May 31, Nine Months Ended May 31, (in thousands, except per ton amounts) 2026 2025 2026 2025 Net sales to external customers $ 291,235 $ 247,590 $ 738,899 $ 655,026 Adjusted EBITDA 34,665 3,593 44,166 30,184 External tons shipped Rebar 136 88 324 295 Merchant bar and other 265 271 723 687 Steel products 401 359 1,047 982 Average selling price per ton Steel products $ 697 $ 663 $ 674 $ 639 Cost of ferrous scrap utilized per ton $ 367 $ 370 $ 357 $ 360 Steel products metal margin per ton 330 293 317 279 Net sales to external customers in our Europe Steel Group segment increased $43.6 million, or 18%, and increased $83.9 million, or 13%, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. During the three months ended May 31, 2026, net sales to external customers increased in part due to a 5% increase in the steel products average selling price per ton, which was amplified by a 12% increase in tons shipped, compared to the corresponding period. The increase in tons shipped was primarily due to the EU Carbon Border Adjustment Mechanism ("CBAM") policy which took effect at the start of the calendar year and has improved market conditions for domestic producers. The increase for the nine months ended May 31, 2026, was primarily a result of a 5% increase in the steel products average selling price per ton as well as a 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 nine months ended May 31, 2026, compared to the corresponding period. The effect of foreign currency translation on net sales to external customers was an increase of approximately $12.1 million for the three months ended May 31, 2026 and an increase of approximately $54.9 million for the nine months ended May 31, 2026. 42 Table of Contents Adjusted EBITDA increased $31.1 million, or 865%, and increased $14.0 million, or 46%, during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. Adjusted EBITDA was impacted 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 received $20.4 million in payments from this program during the three months ended May 31, 2026 compared to none 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 nine months ended May 31, 2026, $36.0 million was received through the aforementioned government assistance program, compared to $48.1 million in the nine months ended May 31, 2025. However, this decrease in government assistance was more than offset by steel products metal margin expansion of 14%, during the nine months ended May 31, 2026, compared to the corresponding period. The effect of foreign currency translation on adjusted EBITDA was immaterial for the three and nine months ended May 31, 2026. Corporate and Other Three Months Ended May 31, Nine Months Ended May 31, (in thousands) 2026 2025 2026 2025 Adjusted EBITDA loss $ (49,654) $ (36,952) $ (175,912) $ (458,049) Corporate and Other adjusted EBITDA loss increased $12.7 million, or 34%, during the three months ended May 31, 2026, and decreased $282.1 million, or 62%, during the nine months ended May 31, 2026, compared to the corresponding periods. The adjusted EBITDA loss includes the recognition of $2.5 million and $36.5 million of acquisition and integration related costs related to the Foley Acquisition and the CP&P Acquisition, during the three and nine months ended May 31, 2026, respectively. Further, variable incentive compensation costs increased by $8.1 million and $24.3 million during the three and nine months ended May 31, 2026, respectively, compared to the corresponding periods. Additionally, costs related to information technology increased by $2.0 million and $8.1 million, respectively, during the three and nine months ended May 31, 2026, compared to the corresponding periods. This increase was a result of a planned upgrade to our enterprise resource planning system. The year-over-year increase in expenses described above was offset by a $358.5 million contingent litigation-related loss related to the PSG litigation recognized during the nine months ended May 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. LIQUIDITY AND CAPITAL RESOURCES Sources of Liquidity and Capital Resources Our cash flows from operating activities are our principal sources of liquidity and result primarily from sales of products offered by the vertically integrated operations in the North America Steel Group and the Europe Steel Group segments, and products and solutions offered by our Construction Solutions Group segment and related materials and services, as described in Part I, Item 1, Business, of our 2025 Form 10-K. 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 14% of total receivables at May 31, 2026. We use futures and forward contracts to mitigate the risks from fluctuations in commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. See Note 9, Derivatives, in Part I, Item 1, Financial Statements, of this Form 10-Q for further information. 43 Table of Contents The table below reflects our sources, facilities and availability of liquidity at May 31, 2026. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for additional information. (in thousands) Liquidity Sources and Facilities Availability Cash and cash equivalents $ 559,759 $ 559,759 Notes due from 2030 to 2035 2,900,000 (1) Revolver(2) 1,000,000 999,030 Series 2022 Bonds, due 2047 145,060 — Series 2025 Bonds, due 2032 150,000 — Poland credit facilities 165,312 163,348 Poland accounts receivable facility 79,350 46,338 __________________________________ (1) We believe we have access to additional financing and refinancing, if needed, although we can make no assurances as to the form or terms of such financing. (2) In December 2025, we entered into the Third Amendment, which increased the borrowing capacity under the revolving credit facility from $600.0 million to $1.0 billion. 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, complete the investment in 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. We aim to execute a capital allocation strategy that prioritizes both value-accretive growth and competitive cash returns to stockholders. We estimate that our 2026 capital spending will be approximately $550 million, driven by the construction costs for facilities located in Berkeley County, West Virginia. We regularly assess our capital spending based on current and expected results and the amount is subject to change. During the nine months ended May 31, 2026 and 2025, we repurchased $76.1 million and $148.9 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $128.9 million of shares of CMC common stock at May 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 nine months ended May 31, 2026 and 2025, we paid $62.1 million and $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 May 31, 2026, we believe we were in compliance with all covenants contained in our credit arrangements. As of May 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 Notes, and the CP&P Acquisition was funded with cash on hand. As described in Part I, Item 1, Note 14, Commitments and Contingencies, of this Form 10-Q, on November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the U.S. District Court for the Northern District of 44 Table of Contents California (the "Northern District Court"), in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG is also entitled to petition for and recover its attorneys' fees, costs and post-judgment interest. We are confident that we conducted our business appropriately and intend to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned. Unless the verdict and judgment are overturned or the judgment is significantly reduced, the cash payments incurred in connection with this litigation could have a significant impact on our liquidity. Cash Flows Changes in Operating Assets and Liabilities During the nine months ended May 31, 2026, changes in operating assets and liabilities resulted in a $135.7 million decrease in cash from operating activities, compared to the corresponding period. The decrease was primarily due to a $116.8 million increase in cash used by inventories, reflecting higher materials costs. This was combined with a $109.8 million year-over-year decrease in cash from accounts receivable, primarily driven by increases in selling prices for our products, as well as a $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 was an $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. Acquisitions As previously discussed, we purchased Foley and CP&P during the second 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 Investments Capital expenditures increased $110.4 million year-over-year for the nine months ended May 31, 2026, primarily driven by the construction of our fourth micro mill, in West Virginia. 2033 Notes and 2035 Notes For the nine months ended May 31, 2026, we received proceeds of $2.0 billion, presented net of $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 $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. Share Repurchases For the nine months ended May 31, 2026, we repurchased $76.1 million of CMC common stock under our share repurchase program, representing a decrease of $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. CONTRACTUAL OBLIGATIONS 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 May 31, 2026, is $170.9 million, and $1.2 billion is due thereafter. As of May 31, 2026, our undiscounted purchase obligations were approximately $780 million due in the next twelve months and $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 May 31, 2026, approximately 29% were for consumable production inputs, such as alloys, 16% were for the construction of our fourth micro mill, 16% were for commodities and 13% were for capital expenditures in connection with normal business operations. Of the purchase obligations due thereafter, 62% 45 Table of Contents were for commodities and 22% were for investments in information technology. The remainder of the purchase obligations are for goods and services in the normal course of business. Other Commercial Commitments We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers require. At May 31, 2026, we had committed $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). CONTINGENCIES 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 nine months ended May 31, 2025, the Company reported $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 nine months ended May 31, 2026, the Company reported $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. FORWARD-LOOKING STATEMENTS 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," "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. Our forward-looking statements are based on management's expectations and beliefs as of the time this Form 10-Q was filed with the SEC or, with respect to any document incorporated by reference, as of the time such document was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations, among others, include the following: 46 Table of Contents •changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; •rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of downstream contracts within our vertically integrated steel operations due to rising commodity pricing; •excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; •the impact of additional steelmaking capacity expected to come online from a number of ongoing electric arc furnace projects in the U.S.; •the impact of geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global economy, inflation, energy supplies and raw materials; •global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business; •operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments; •increased attention to environmental. social and governance ("ESG") matters, including any targets or other ESG, environmental justice or regulatory initiatives; •impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations; •compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; •involvement in various environmental matters that may result in fines, penalties or judgments; •evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities; •potential limitations in our or our customers' abilities to access credit and non-compliance with their contractual obligations, including payment obligations; •activity in repurchasing shares of our common stock under our share repurchase program; •financial and non-financial covenants and restrictions on the operation of our business contained in agreements governing our debt; •our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions; •the effects that acquisitions may have on our financial leverage; •risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third-party consents and approvals; •lower than expected future levels of revenues and higher than expected future costs; •failure or inability to implement growth strategies in a timely manner; •the impact of goodwill or other indefinite-lived intangible asset impairment charges; •the impact of long-lived asset impairment charges; •currency fluctuations; •availability and pricing of electricity, electrodes and natural gas for mill operations; •our ability to hire and retain key executives and other employees; •competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; •information technology interruptions and breaches in security; •our ability to make necessary capital expenditures; 47 Table of Contents •availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; •unexpected equipment failures; •losses or limited potential gains due to hedging transactions; •litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including those related to the PSG litigation and other legal proceedings discussed in Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements and in Part II, Item 1, Legal Proceedings of this Form 10-Q; •risk of injury or death to employees, customers or other visitors to our operations; and •civil unrest, protests and riots. Refer to the "Risk Factors" disclosed in the section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K for specific information regarding additional risks that would cause actual results to differ from those expressed or implied by these forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. Accordingly, readers of this Form 10-Q are cautioned not to place undue reliance on any forward-looking statements.