UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Commercial Metals Company (Exact name of registrant as specified in its charter) (Mark One) Commission file number 1-4304 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Delaware 75-0725338 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: | | | Name of Each Exchange on Which | | --- | --- | --- | | Title of Each ...

Financial Data and Key Metrics Changes - The company reported net earnings of $151.8 million or $1.35 per diluted share for Q4 2025, compared to $103.9 million or $0.90 per diluted share in the prior year period, representing a significant increase [35] - Adjusted earnings for the quarter totaled $155 million or $1.37 per diluted share, up from $97.4 million or $0.84 per diluted share in the prior year [35] - Consolidated core EBITDA was $291.4 million for 2025, a 33% increase from $219 million in the prior year [37] - The consolidated core EBITDA margin improved to 13.8% compared to 11% in the prior year [38] Business Line Data and Key Metrics Changes - The North American Steel Group generated adjusted EBITDA of $239.4 million for the quarter, with an adjusted EBITDA margin of 14.8%, up from 13% in the previous year [39] - The Emerging Business Group reported Q4 net sales of $221.8 million, a 13.4% year-over-year increase, with adjusted EBITDA of $50.6 million, up 19.1% [40] - The Europe Steel Group reported adjusted EBITDA of $39.1 million for 2025, compared to a loss of $3.6 million in the prior year, with a segment adjusted EBITDA margin of 14.8% [41] Market Data and Key Metrics Changes - Finished steel shipments increased by 3% year-over-year, with rebar shipments growing at a similar rate [39] - The Dodge Momentum Index reached a record high in September, indicating strong future construction activity [26] - The company noted substantial pent-up demand in non-residential markets, supported by over $2 trillion in announced corporate investments [27] Company Strategy and Development Direction - The company is focused on integrating the recently announced acquisitions of Foley Products Company and CPMP to create a large-scale precast platform [5][6] - The strategic entry into precast is expected to enhance the company's financial profile and growth potential, with anticipated annual run rate synergies of $25 million to $30 million of EBITDA by year three [10] - The company aims to drive meaningful and sustainable improvements to margins, earnings, cash flow, and returns on capital while reducing volatility [19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term outlook, citing strong construction activity and a favorable supply landscape [25] - The company anticipates continued demand growth in infrastructure, energy generation, and advanced manufacturing, supported by a significant backlog of potential projects [27] - Management expects the first quarter to be strong for the North American Steel Group, but noted seasonal factors may impact other segments [54] Other Important Information - The company modified its method of calculating adjusted EBITDA to exclude unrealized gains and losses from commodity derivatives, providing a more representative view of operating performance [36] - The total consideration for the acquisitions of Foley and CPMP is approximately $2.5 billion, funded through cash on hand and committed bank financing [17] Q&A Session Summary Question: How much of the demand growth is coming from different sectors? - Management indicated strong infrastructure demand driven by the IIJA, with a bullish outlook for non-residential spending due to a large backlog of potential projects [49][50] Question: Why is the first quarter outlook not more positive despite strong current performance? - Management explained that while the North American Steel Group is expected to perform well, the Europe Steel Group will face challenges due to reduced CO2 credits and seasonal maintenance [54][56] Question: Will the focus be on integration and debt reduction after the acquisitions? - Management confirmed that the immediate focus will be on integrating the new assets and reducing debt, with potential for future acquisitions once leverage is back to acceptable levels [61][62] Question: What is the historical growth rate of Foley and its potential for future growth? - Management noted that Foley has a base level of growth related to GDP and additional growth from market share expansion, expecting to grow above GDP levels in the coming years [66] Question: How quickly can CPMP's margins improve to Foley's levels? - Management indicated that margin improvements for CPMP would be achievable over a three to five year horizon, with some quick wins expected [80][81]

Financial Data and Key Metrics Changes - The company reported fiscal fourth quarter 2025 net earnings of $151.8 million, or $1.35 per diluted share, compared to net earnings of $103.9 million and net earnings per diluted share of $0.90 in the prior year period [32] - Adjusted earnings for the quarter totaled $155 million, or $1.37 per diluted share, compared to $97.4 million and $0.84 per diluted share in the prior year period [32] - Consolidated core EBITDA was $291.4 million for the fourth quarter of 2025, representing a 33% increase from the $219 million generated during the prior year period [33] - The consolidated core EBITDA margin was 13.8% compared to 11% in the prior year period [35] Business Line Data and Key Metrics Changes - North America Steel Group generated adjusted EBITDA of $239.4 million for the quarter, equal to $207 per ton of finished steel shipped, an 18% increase compared to the prior year period [35] - The Emerging Businesses Group reported fourth quarter net sales of $221.8 million, a 13.4% increase year-over-year, while adjusted EBITDA increased by 19.1% to $50.6 million [36] - The Europe Steel Group reported adjusted EBITDA of $39.1 million for the fourth quarter of 2025, compared to a loss of $3.6 million in the prior year period [37] Market Data and Key Metrics Changes - Finished steel shipments increased by 3% compared to a year ago, while rebar shipments from CMC's mills and downstream operations grew at a similar rate [35] - The Dodge Momentum Index reached a record high in September, indicating substantial pent-up demand, particularly within non-residential markets [25] - The company noted a significant backlog of potential projects, with approximately $2 trillion of corporate investments announced in calendar 2025 [26] Company Strategy and Development Direction - The company is focused on integrating the acquisitions of Foley Products Company and Concrete, Pipe and Precast (CPMP) to create a large-scale precast platform [5][12] - The strategic entry into precast is expected to broaden the commercial portfolio and enhance exposure to structural trends in construction [7][8] - The company aims to drive meaningful and sustainable improvements to margins, earnings, cash flow, and returns on capital while reducing volatility [19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term outlook, citing strong demand across various sectors, including infrastructure and energy [45][47] - The company anticipates a multi-year trend of strong spending in construction, supported by significant project backlogs and structural drivers [26] - Management expects to generate significant value for shareholders through strategic initiatives and operational excellence programs [42] Other Important Information - The company modified its method of calculating adjusted EBITDA to exclude the impact of unrealized gains and losses from undesignated commodity derivatives [32] - The total consideration for the acquisitions of Foley and CPMP is approximately $2.5 billion, funded through cash on hand and committed bank financing [16] - The company expects to prioritize deleveraging in the quarters ahead with a goal of returning below two times net leverage within 18 months [17] Q&A Session Summary Question: Demand from different sectors in construction - Management noted strong infrastructure demand driven by the IIJA and a bullish outlook for non-residential spending, particularly in energy and data centers, while residential markets remain lackluster due to interest rates [45][46] Question: First quarter outlook - The first quarter outlook is expected to be consistent with the fourth quarter, with strong performance in the North America Steel Group but challenges in the Europe Steel Group due to seasonal factors and maintenance outages [48][49] Question: Focus on integration or further acquisitions - Management indicated a focus on integrating the newly acquired assets before considering additional acquisitions, emphasizing the importance of successful integration for future growth [54][55] Question: Historical growth rate for Foley - Foley is expected to grow at a level in excess of GDP over the next couple of years, with ongoing expansions in its territories [58] Question: Margin differences between Foley and CPMP - The margin differentials are attributed to different operating models and the recent acquisitions by CPMP, which may take time to improve [62] Question: Outlook for dividends and buybacks - Management confirmed no plans to change the dividend and indicated a focus on integration and organic growth projects while slowing down share repurchases until leverage is reduced [71][72]

Financial Performance - Q4 2025 net earnings reached $1518 million [15] - Q4 2025 adjusted earnings were $1550 million [15] - Q4 2025 core EBITDA was $2914 million with a 138% margin [15] - The company repurchased $500 million in shares during Q4 2025 [15] - FY 2025 Emerging Businesses Group (EBG) achieved record quarterly results driven by Tensar performance [14] - FY 2025 EBG adjusted EBITDA was $138 million, representing 15% of segment EBITDA [41] Strategic Initiatives and Growth - The company is targeting a $150 billion early-stage construction market for future growth [13, 16, 18] - The Transform, Advance, Grow (TAG) program is expected to generate over $150 million in annualized EBITDA benefit by the end of fiscal year 2026 [20] - The company announced pending acquisitions of Concrete Pipe & Precast (CP&P) and Foley Products Company (Foley), expected to close by the end of calendar year 2025 [3, 18] - The combined purchase price for Foley and CP&P is approximately $25 billion [70] - The acquisitions are expected to add approximately $250 million in annualized EBITDA with a ~34% EBITDA margin [22]

Core Insights - Commercial Metals (CMC) reported quarterly earnings of $1.37 per share, exceeding the Zacks Consensus Estimate of $1.32 per share, and up from $0.90 per share a year ago [1] - The company achieved revenues of $2.11 billion for the quarter, surpassing the Zacks Consensus Estimate by 2.18% and showing an increase from $2 billion year-over-year [3] Earnings Performance - The earnings surprise for the quarter was +3.79%, following a previous quarter where the company reported earnings of $0.74 per share against an expectation of $0.85, resulting in a surprise of -12.94% [2] - Over the last four quarters, the company has only surpassed consensus EPS estimates once [2] Stock Performance - Commercial Metals shares have increased approximately 20.3% since the beginning of the year, outperforming the S&P 500's gain of 13.4% [4] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $1.11 on revenues of $2 billion, and for the current fiscal year, it is $4.98 on revenues of $8.25 billion [8] - The company holds a Zacks Rank 1 (Strong Buy), indicating expectations for the stock to outperform the market in the near future [7] Industry Context - The Steel - Producers industry, to which Commercial Metals belongs, is currently ranked in the top 39% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [9]

News Release CMC REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2025 RESULTS Exhibit No. 99.1 Irving, TX - October 16, 2025 - Commercial Metals Company (NYSE: CMC) today announced financial results for its fiscal fourth quarter and fiscal year ended August 31, 2025. Peter Matt, President and Chief Executive Officer, commented, "Fiscal 2025 was a pivotal year for CMC as we laid the groundwork of our transformative strategy, which we believe will position our Company for years of value- accretive growth going fo ...

Core Insights - Commercial Metals Company (CMC) reported a strong financial performance in the fourth quarter of fiscal 2025, with net earnings of $151.8 million, or $1.35 per diluted share, on net sales of $2.1 billion, compared to $103.9 million, or $0.90 per diluted share, on net sales of $2.0 billion in the prior year period [2][3][4] Financial Performance - Fourth quarter consolidated core EBITDA was $291.4 million, resulting in a core EBITDA margin of 13.8%, which is an improvement both sequentially and year-over-year [1][4] - For the full fiscal year 2025, CMC reported net earnings of $84.7 million, or $0.74 per diluted share, on net sales of $7.8 billion, compared to net earnings of $485.5 million, or $4.14 per diluted share, on net sales of $7.9 billion in the prior year [3][4] Business Segments Performance - The North America Steel Group saw a 3.0% increase in finished steel product shipments year-over-year, with adjusted EBITDA increasing by 18.0% to $239.4 million in the fourth quarter [7][9] - The Emerging Businesses Group (EBG) reported fourth quarter net sales of $221.8 million, a 13.4% increase compared to the prior year, with adjusted EBITDA of $50.6 million, up 19.1% year-over-year [10] - The Europe Steel Group achieved adjusted EBITDA of $39.1 million in the fourth quarter, a significant improvement from a loss of $3.6 million in the prior year period, driven by a $30.7 million CO2 credit and higher metal margins [12] Strategic Initiatives - CMC is focused on a transformative strategy aimed at long-term value-accretive growth, including investments in safety, operational excellence, and micro mill projects [2] - The company announced pending acquisitions of Foley Products Company and Concrete Pipe & Precast, which are expected to broaden its commercial portfolio and create additional value [2] Market Outlook - The company anticipates that the Fed's interest rate reduction cycle will help convert pent-up demand into real activity during fiscal 2026, with a positive long-term outlook for the construction market [2][15] - CMC expects consolidated financial results in the first quarter of fiscal 2026 to be consistent with those of the fourth quarter, with an anticipated increase in adjusted EBITDA margin due to higher steel product margins [13][15]

Core Viewpoint - Commercial Metals Company (CMC) has announced the acquisition of Foley Products Company for $1.84 billion, which is expected to enhance CMC's precast concrete platform and financial profile, providing immediate scale and synergy opportunities [1][2][4]. Strategic and Financial Rationale - The acquisition will position CMC as the third largest player in the U.S. precast market, enhancing its presence in the Mid-Atlantic and Southeast regions [4][5]. - Foley Products is recognized for its industry-leading EBITDA margins and cash flow generation capabilities, which will be integrated into CMC's portfolio [4][5]. - The deal is expected to be immediately accretive to earnings per share and free cash flow per share, with anticipated annual run-rate synergies of $25 million to $30 million by year three [1][4][12]. Market Position and Growth Potential - CMC will operate 35 facilities across 14 states post-acquisition, capturing a 17% share of the growing U.S. concrete market, which has revenues of approximately $30 billion [5][7]. - The acquisition of Foley, along with the pending acquisition of Concrete Pipe & Precast (CP&P), is expected to create a new growth platform and enhance CMC's ability to address construction industry challenges [2][5]. Financial Profile Transformation - The combined precast platform is projected to increase CMC's core EBITDA margin by 210 basis points on a pro forma basis, significantly improving free cash flow [12]. - Following the acquisitions, approximately 32% of CMC's total pro forma segment adjusted EBITDA will come from the Emerging Businesses Group and the precast platform, up from 15% in FY 2025 [12]. Synergy Opportunities - CMC anticipates operational synergies of $25 million to $30 million between Foley and CP&P, with additional commercial synergies expected through cross-selling and enhanced product capabilities [5][12]. - The integration of best practices from both Foley and CP&P is expected to drive meaningful value creation and operational efficiencies [5][12].

Core Viewpoint - Momentum investing focuses on "buying high and selling higher" rather than traditional strategies of buying low and waiting for recovery [1][2] Group 1: Momentum Investing Strategy - Momentum investors typically do not time the market, instead they capitalize on stocks that are already trending upwards [1] - Identifying the right entry point for fast-moving stocks can be challenging, as they may lose momentum if their valuations exceed future growth potential [2] Group 2: Commercial Metals (CMC) Stock Analysis - CMC has shown a price increase of 3.8% over the past four weeks, indicating growing investor interest [4] - Over the past 12 weeks, CMC's stock gained 12.5%, demonstrating its ability to deliver positive returns over a longer timeframe [5] - CMC has a beta of 1.32, suggesting it moves 32% more than the market in either direction, indicating fast-paced momentum [5] - CMC has a Momentum Score of A, suggesting it is an opportune time to invest in the stock [6] - The stock has a Zacks Rank 1 (Strong Buy) due to upward revisions in earnings estimates, which typically attract more investors [7] - CMC is trading at a Price-to-Sales ratio of 0.88, indicating it is reasonably valued at 88 cents for each dollar of sales [7] Group 3: Investment Opportunities - CMC is highlighted as a strong candidate for investment due to its favorable momentum characteristics and reasonable valuation [8] - There are additional stocks that meet the criteria of the 'Fast-Paced Momentum at a Bargain' screen, suggesting further investment opportunities [8]

Core Viewpoint - Commercial Metals (CMC) is expected to report quarterly earnings of $1.32 per share, a 46.7% increase year-over-year, with revenues projected at $2.07 billion, reflecting a 3.6% year-over-year growth [1]. Earnings Projections - Over the last 30 days, the consensus EPS estimate has been revised upward by 1.6%, indicating analysts' reassessment of their initial forecasts [2]. - Changes in earnings projections are crucial for predicting investor reactions, as empirical studies show a strong correlation between earnings estimate trends and short-term stock price movements [3]. Revenue Estimates - Analysts forecast 'Net Sales - Emerging Businesses Group' to be $195.10 million, a slight decrease of 0.2% year-over-year [5]. - 'Net sales from external customers - North America' is expected to reach $1.59 billion, marking a 1.7% increase from the previous year [5]. - 'Net sales from external customers - Europe' is projected at $243.90 million, reflecting a 9.8% year-over-year increase [6]. - 'Net sales from external customers - Corporate and Other' is estimated at $15.89 million, indicating a 16.3% decline year-over-year [6]. - 'Major product - North America - Other' is expected to reach $101.87 million, a significant increase of 34.1% year-over-year [6]. Pricing Metrics - The average selling price for 'Raw materials' in North America is projected at $847.61 per ton, down from $866.00 in the same quarter last year [7]. - 'Steel products metal margin per ton' in Europe is expected to be $310.42, up from $284.00 year-over-year [7]. - The average selling price for 'Downstream products' in North America is estimated at $1206.93 per ton, down from $1311.00 in the same quarter last year [8]. - The cost of ferrous scrap utilized per ton is projected at $349.19, an increase from $321.00 year-over-year [8]. - 'Steel products metal margin per ton' in North America is expected to be $527.61, slightly up from $522.00 in the same quarter last year [9]. - The estimate for 'Steel products (External tons shipped)' in Europe stands at 350.77 thousand, up from 319.00 thousand year-over-year [9]. - 'Steel products - Rebar' in Europe is projected to reach 97.68 thousand, slightly down from 98.00 thousand in the same quarter last year [10]. Stock Performance - Over the past month, shares of Commercial Metals have decreased by 1.5%, while the Zacks S&P 500 composite has increased by 0.4% [11]. - Currently, CMC holds a Zacks Rank 3 (Hold), suggesting its performance may align with the overall market in the near future [11].