# COMMERCIAL METALS Co (CMC) FY 2026 MD&A

Verbatim Item 7 Management's Discussion and Analysis from COMMERCIAL METALS Co's 10-K for fiscal year 2026.

SEC filing source: https://www.sec.gov/Archives/edgar/data/22444/000002244426000065/cmc-20260831.htm
Accession: 0000022444-26-000065
Filing date: 2026-10-16
Report date: 2026-08-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high

Company profile: /company/CMC/
All MD&A years: /company/CMC/mda/
Previous year: /company/CMC/mda/fy2025/ (FY 2025)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 2026 compared to fiscal year 2025 is included herein. Our discussion and analysis of fiscal year 2025 compared to fiscal year 2024 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, 2025, which was filed with the SEC on October 16, 2025.

OVERVIEW

CMC is a Fortune 500 company headquartered in Irving, Texas, and a leading provider of early-stage construction solutions that support the foundational phases of modern infrastructure and building projects. Founded in 1915, CMC has grown from a

32

single-site recycling operation to one of the largest U.S. manufacturers of steel reinforcing bar ("rebar"), a leading producer of subgrade soil stabilization and foundation enhancement solutions and a major supplier of concrete pipe and precast products.

Through an extensive manufacturing network primarily located in the United States 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. See Part I, Item 1, Business, of this Annual Report for further information regarding our business and reportable segments.

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 special sections 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 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.

BUSINESS CONDITIONS AND DEVELOPMENTS

Foley Acquisition

On December 15, 2025, we completed the acquisition of all of the issued and outstanding equity securities of the holding companies that owned 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 & 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.

33

For more information on the Foley Acquisition and the CP&P Acquisition, refer to Note 2, Acquisitions, in Part II, Item 8 of this Annual Report.

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.

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 make semiannual interest payments on the outstanding principal of the 2033 Notes on May 15 and November 15 of each year. We make semiannual interest payments on the outstanding principal of the 2035 Notes on June 15 and December 15 of each year. Net proceeds from the issuance of the 2033 Notes and the 2035 Notes were used to fund the Foley Acquisition and related fees and expenses, with any remaining proceeds available for general corporate purposes. Aggregate fees and issuance costs, including rating agency, legal and other fees, associated with the 2033 Notes and the 2035 Notes were $21.3 million for the year ended August 31, 2026.

Capital Expenditures

During the fourth quarter of 2026, our fourth micro mill, located in Berkeley County, West Virginia was placed into service. This facility is strategically located to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and is supported by our existing network of downstream fabrication plants. This facility expands our production capacity for straight-length and spooled rebar and advances our commitment to sustainable steelmaking. We intend to begin ramping up production immediately and expect sales to begin in the first quarter of fiscal 2027.

In 2023, we entered into an agreement with the West Virginia Economic Development Authority (the "WVEDA") to permanently finance a portion of the costs to construct our fourth micro mill in Berkeley County, West Virginia. As of the date of this Annual Report, we have received $70.0 million in total government assistance from the WVEDA for meeting certain investment thresholds, with $15.0 million received in 2026, $50.0 million received in 2025 and $5.0 million received in 2023. These amounts were recognized in the North America Steel Group segment as a reduction to property, plant and equipment, net, in the consolidated balance sheets as of August 31, 2026. We expect our total investment in the micro mill to be between $550.0 million and $600.0 million, net of $75.0 million in total government assistance expected to be received from the WVEDA. Based on qualifying construction costs incurred during 2026, the Company generated an estimated gross federal tax credit of approximately $145.4 million under the Inflation Reduction Act. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report for more information.

Transform, Advance and Grow Initiative

In 2024, we launched our Transform, Advance and Grow ("TAG") operational and commercial excellence program as a cornerstone of our long-term strategic growth plan. Through a disciplined and structured approach, the TAG program is designed to deliver meaningful and sustained enhancements to our margins, cash flow generation and return on capital. The TAG program has already delivered significant results through ongoing initiatives focused on melt shop and rolling mill yield, scrap cost optimization, logistics optimization and reduced alloy consumption. In addition, the program has identified manufacturing efficiencies in certain production processes as well as ongoing SG&A savings.

Macroeconomic Trends and Uncertainties

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.

34

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 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. In July 2026, the DOC issued its final determinations in the antidumping investigations of Bulgaria, with a dumping rate of 53.27%, Egypt, with rates of dumping ranging from 34.20% to 52.73%, and Vietnam, with rates of dumping ranging from 128.53% to 136.57%. In the countervailing duty investigations of Egypt and Vietnam, final countervailable subsidy rates of 23.27% and 6.80%, respectively, were announced. These duties will remain in place for five years and are in addition to any Section 232 tariffs that may be applied. In September 2026, the ITC made final affirmative determinations that the U.S. rebar industry is materially injured by reason of dumped imports of rebar from Bulgaria, Egypt and Vietnam and subsidized imports of rebar from Egypt and Vietnam. Additionally, in September 2026, the DOC issued antidumping duty orders on rebar from Bulgaria, Egypt and Vietnam, with final weighted-average dumping margins at the rates set forth above for Bulgaria, Egypt and Vietnam, and countervailing duty orders on rebar from Egypt and Vietnam, with final countervailable subsidy rates as set forth above.

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 conflict 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.

Income Taxes Update

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") 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. CMC has incorporated these amendments into its fiscal 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 have reflected the estimated benefit beginning in the 2026 financial statements, with expected recognition continuing in 2027. The credit will begin to be claimed on the Company's 2026 income tax return and is expected to be utilized over multiple years.

See Part I, Item 1A, Risk Factors, in this Annual Report for further discussion related to the above business conditions and developments.

35

RESULTS OF OPERATIONS SUMMARY

[[GREPCENT_TABLE]]
[["","","Year Ended August 31,"],["(in thousands, except per share data)","","2026","","2025"],["Net sales","","$","9,393,904","","","$","7,798,480"],["Net earnings","","655,849","","","84,662"],["Diluted earnings per share","","5.86","","","0.74"]]
[[/GREPCENT_TABLE]]

Net sales during 2026 increased $1.6 billion, or 20%, compared to 2025. The newly acquired precast platform contributed $511.1 million of net sales to external customers during the year that were not part of the prior year results. See discussions below, labeled North America Steel Group, Construction Solutions Group and Europe Steel Group within the Segment Operating Data section, for further information on our net sales results.

During 2026, we reported net earnings of $655.8 million, an increase of $571.2 million, or 675%, compared to 2025. The year-over-year increase in net earnings was due, in part, to a litigation-related expense of approximately $274 million, net of tax, associated with a contingent litigation-related loss recognized in 2025. In addition, net earnings increased year-over-year due to expansion in steel products metal margins within our North America Steel Group segment and the inclusion of the precast platform in current year results. These effects were partially offset by a decrease in the aggregate amount of payments from government assistance programs in Europe as well as increases in SG&A expenses and interest expense.

Selling, General and Administrative Expenses

SG&A expenses increased $181.7 million, or 26%, in 2026 compared to 2025. The year-over-year increase was primarily driven by employee-related costs, which increased by $105.2 million compared to the corresponding period as a result of increased headcount from the acquired precast platform, as well as higher variable incentive compensation costs. Further, transaction expenses of $37.5 million related to the acquired precast platform were incurred during the year, with no such material expenses in the corresponding period. Depreciation and amortization increased by $14.4 million during 2026, primarily as a result of the addition of new intangible assets from the acquired precast platform. Information technology costs increased $11.4 million during 2026, 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. The remaining change was attributable to multiple factors, none of which were material.

Interest Expense

Interest expense increased $97.8 million in 2026 compared to 2025, 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.

Litigation Expense

Litigation expense related to the PSG litigation decreased by $346.9 million in 2026 as the initial judgment was recorded in 2025. Litigation-related expense of $15.4 million was recorded during 2026 and primarily reflects interest accrued on the judgment amount. For more information about the contingent litigation-related loss, see Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report.

Income Taxes

Our effective income tax rate for 2026 was 7.8% compared to 21.3% for 2025. The year-over-year decrease was primarily due to the recognition of a federal investment tax credit related to the construction of the West Virginia micro mill, which was placed in service during 2026. See Note 11, Income Tax, in Part II, Item 8 of this Annual Report for further discussion of our effective tax rate.

36

SEGMENT OPERATING DATA

All amounts are computed and presented in a manner that is consistent with how we internally disaggregate financial information for the purpose of making operating decisions. See Note 18, 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 average values for each period presented.

North America Steel Group

[[GREPCENT_TABLE]]
[["","","Year Ended August 31,"],["(in thousands, except per ton amounts)","","2026","","2025"],["Net sales to external customers","","$","6,998,164","","","$","6,083,849"],["Adjusted EBITDA","","1,134,540","","","742,485"],["External tons shipped"],["Raw materials","","1,684","","","1,410"],["Rebar","","2,014","","","2,130"],["Merchant bar and other","","1,065","","","992"],["Steel products","","3,079","","","3,122"],["Downstream products","","1,466","","","1,375"],["Average selling price per ton"],["Raw materials","","$","935","","","$","876"],["Steel products","","981","","","842"],["Downstream products","","1,258","","","1,226"],["Cost of ferrous scrap utilized per ton","","$","354","","","$","333"],["Steel products metal margin per ton","","627","","","509"]]
[[/GREPCENT_TABLE]]

Net sales to external customers in our North America Steel Group segment increased $914.3 million, or 15%, in 2026 compared to 2025. The increase in net sales to external customers was primarily due to an increase in the average selling price per ton for steel products and raw materials of 17% and 7%, respectively, year-over-year, as well as higher shipment volumes for raw materials and downstream products, which increased by 19% and 7%, respectively, due to strong demand across core end markets.

Adjusted EBITDA increased $392.1 million, or 53%, in 2026 compared to 2025. The increase was primarily due to expansion in steel products metal margin per ton, which increased 23% as the increase in steel products average selling price outpaced the increase in the cost of ferrous scrap utilized per ton. This margin expansion was coupled with increased shipment volumes for raw materials and downstream products as mentioned above, while steel products shipments remained relatively flat.

Construction Solutions Group

[[GREPCENT_TABLE]]
[["","","Year Ended August 31,"],["(in thousands)","","2026","","2025"],["Net sales to external customers","","$","1,338,651","","","$","747,486"],["Adjusted EBITDA","","292,137","","","137,721"]]
[[/GREPCENT_TABLE]]

Net sales to external customers in our Construction Solutions Group segment increased $591.2 million, or 79%, in 2026 compared to 2025. The increase was primarily driven by $511.1 million of net sales to external customers from the acquired precast platform that was not part of the corresponding period results. In addition, net sales to external customers from our

37

Tensar division and CMC Construction Services' operations increased $45.4 million and $35.0 million, respectively, compared to the corresponding period, due to higher demand.

Adjusted EBITDA increased $154.4 million, or 112%, in 2026 compared to 2025. The year-over-year increase in adjusted EBITDA was primarily driven by the inclusion of the acquired precast platform which contributed $143.5 million in 2026, compared to the corresponding period. In addition, adjusted EBITDA within our Tensar division increased by $27.5 million compared to the corresponding period, due to higher demand as mentioned above as well as increased sales of higher margin products. Offsetting these increases was a decrease of $14.7 million in adjusted EBITDA from the Performance Reinforcing Steel division, compared to the prior year. This decrease was a result of an unplanned outage that impacted production specific to the Galvabar offering as well as softer commercial demand in the first half of the fiscal year.

Europe Steel Group

[[GREPCENT_TABLE]]
[["","","Year Ended August 31,"],["(in thousands, except per ton amounts)","","2026","","2025"],["Net sales to external customers","","$","1,020,121","","","$","918,320"],["Adjusted EBITDA","","59,752","","","69,282"],["External tons shipped"],["Rebar","","430","","","412"],["Merchant bar and other","","994","","","944"],["Steel products","","1,424","","","1,356"],["Average selling price per ton"],["Steel products","","$","684","","","$","647"],["Cost of ferrous scrap utilized per ton","","$","359","","","$","357"],["Steel products metal margin per ton","","325","","","290"]]
[[/GREPCENT_TABLE]]

Net sales to external customers in our Europe Steel Group segment increased $101.8 million, or 11%, in 2026 compared to 2025. Net sales to external customers increased in part due to a 6% increase in the steel products average selling price per ton, which was amplified by a 5% increase in tons shipped, compared to the prior year. The increase in tons shipped was primarily due to the effects of the EU Carbon Border Adjustment Mechanism ("CBAM"), which took effect at the start of the 2026 calendar year and has improved market conditions for domestic producers. On average, the U.S. dollar weakened against the Polish zloty in 2026 compared to 2025, resulting in a foreign currency translation benefit of approximately $50 million on net sales to external customers.

Adjusted EBITDA decreased $9.5 million, or 14%, in 2026 compared to 2025. Adjusted EBITDA was impacted by a decrease in the timing of payments from government assistance programs established to offset the indirect costs of rising carbon emissions rights included in energy costs in Poland. The government assistance recognized under these programs during 2026 was $36.0 million, compared to $78.7 million in 2025. This impact was partially offset by a 12% increase in steel products metal margin during 2026, as a result of strengthening market conditions due to CBAM. The effect of foreign currency translation on adjusted EBITDA was immaterial in 2026.

Corporate and Other

[[GREPCENT_TABLE]]
[["","","Year Ended August 31,"],["(in thousands)","","2026","","2025"],["Adjusted EBITDA loss","","$","(228,268)","","","$","(508,765)"]]
[[/GREPCENT_TABLE]]

Corporate and Other adjusted EBITDA loss decreased by $280.5 million in 2026 compared to 2025 primarily due to a $362.3 million contingent litigation-related loss recorded in connection with the PSG litigation in 2025. The current year amount of litigation-related loss of $15.4 million primarily relates to post-judgment accrued interest. The adjusted EBITDA loss includes the recognition of $37.5 million of acquisition and integration related costs related to the Foley Acquisition and the CP&P Acquisition during 2026, with no material expense in the prior year. Further, variable incentive compensation costs increased

38

by $27.2 million during 2026, compared to the corresponding period. Costs related to information technology increased by $10.7 million in 2026, compared to the corresponding period, as a result of a planned upgrade to our enterprise resource planning system. For more information about the contingent litigation-related loss, see Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report.

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 our 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 this Annual Report. Historically, our U.S. operations have generated the majority of our cash. At August 31, 2026, cash and cash equivalents of $30.9 million were held by our non-U.S. subsidiaries.

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 13% of total receivables at August 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 II, Item 8 of this Annual Report for further information.

The table below reflects our sources, facilities and availability of liquidity at August 31, 2026. See Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report for additional information.

[[GREPCENT_TABLE]]
[["(in thousands)","","Total Facility","","Availability"],["Cash and cash equivalents","","$","775,676","","","$","775,676"],["Notes due from 2030 to 2035","","2,900,000","","","(1)"],["Revolver(2)","","1,000,000","","","999,017"],["Series 2022 Bonds, due 2047","","145,060","","","\u2014"],["Series 2025 Bonds, due 2032","","150,000","","","\u2014"],["Poland credit facilities","","160,974","","","159,247"],["Poland accounts receivable facility","","77,268","","","68,626"]]
[[/GREPCENT_TABLE]]
    __________________________________

(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, 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, 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 2027 capital spending will be approximately $400 million, representing remaining expenditures associated with the completion and ramp-up of facilities located in Berkeley County, West Virginia, as well as other strategic and maintenance investments. We regularly assess our capital spending based on current and expected results and the amount is subject to change.

39

During 2026, 2025 and 2024, we repurchased $102.8 million, $198.8 million and $182.9 million, respectively, of shares of CMC common stock. In August 2026, our Board authorized an increase of $600.0 million to the existing share repurchase program. As of August 31, 2026, we had remaining authorization to repurchase $702.1 million of shares of CMC common stock under the share repurchase program. See Note 14, Capital Stock, in Part II, Item 8, of this Annual Report for more information on the share repurchase program.

In March 2026, our Board authorized a $0.02 increase to the quarterly cash dividend, raising it to $0.20 per share of CMC common stock. This increased dividend was paid during the third and fourth quarters of 2026. By comparison, a quarterly cash dividend of $0.18 per share of CMC common stock was paid throughout the year ended August 31, 2025 and during the first and second quarters of 2026. On October 13, 2026, our Board declared CMC's 248th quarterly cash dividend. The dividend was declared at $0.20 per share of CMC common stock, and is payable on November 11, 2026 to stockholders of record as of the close of business on October 28, 2026. During 2026, 2025 and 2024, we paid $84.2 million, $81.4 million and $78.9 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 August 31, 2026, we believe we were in compliance with all covenants contained in our credit arrangements.

As of August 31, 2026 and 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 Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report, 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 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 year ended August 31, 2026, changes in operating assets and liabilities resulted in a $280.1 million decrease in cash from operating activities, compared to 2025. The year-over-year change included a $144.6 million increase in inventories, reflecting higher material costs, a $113.9 million year-over-year decrease in accounts receivable, primarily driven by increases in average selling prices for our products, as well as a $64.6 million increase in other assets and liabilities primarily due to new leases as described in Note 7, Leases, in Part II, Item 8 of this Annual Report, partially offset by a $186.3 million increase in accounts payable, mainly driven by higher purchase prices and volumes associated with inventory within North America Steel Group. All of these balances are impacted by the inclusion of the precast platform which was not in the corresponding period results. In addition, changes in operating assets and liabilities includes a $143.3 million year-over-year increase in income tax receivable due to the generation of a realizable tax credit under Section 48C of the Internal Revenue Code.

Acquisitions

As previously discussed, we purchased Foley and CP&P during the second quarter of 2026 and have recognized cash outflows, net of cash acquired, of $2.52 billion related to these transactions. See Note 2, Acquisitions, in Part II, Item 8 of this Annual Report, for more information.

40

Capital Investments

For the year ended August 31, 2026, capital expenditures increased $177.0 million year-over-year, primarily driven by the construction of our fourth micro mill. This was partially offset by $15.0 million in government assistance received in 2026, compared to $50.0 million received in 2025, pursuant to an agreement with the WVEDA. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report for more information about the government assistance received in connection with the construction of our micro mill in West Virginia.

2033 Notes and 2035 Notes

For the year ended August 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 II, Item 8 of this Annual Report for more information regarding the 2033 Notes and the 2035 Notes.

Share Repurchases

For the year ended August 31, 2026 we repurchased $102.8 million of CMC common stock under our share repurchase program, a decrease of $96.0 million compared to 2025. See Note 14, Capital Stock, in Part II, Item 8 of this Annual Report, for more information on the share repurchase program.

Contractual Obligations and Commitments

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, remaining obligations related to the completion and ramp-up of our fourth micro mill, maintenance of existing assets and other purchase obligations as part of normal operations. See Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report for more information regarding scheduled maturities of our long-term debt. See Note 7, Leases, in Part II, Item 8 of this Annual Report for additional information on leases. Interest payable on our long-term debt was $167.7 million due in the twelve months following August 31, 2026 and $1.2 billion due thereafter.

As of August 31, 2026, our undiscounted purchase obligations were approximately $630 million due in the next twelve months and $320 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 August 31, 2026, approximately 26% were for consumable production inputs, such as alloys, 18% were for commodities, 12% were for capital expenditures in connection with normal business operations, and 11% were for the completion and ramp-up of our fourth micro mill. Of the purchase obligations due thereafter, 61% were for commodities and 24% were for investments in information technology. The remainder of the purchase obligations were for goods and services in the normal course of business.

We provide certain eligible employees benefits pursuant to our nonqualified BRP equal to amounts that would have been available under our tax qualified plans under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), but for limitations of ERISA, tax laws and regulations. We did not include estimated payments related to the BRP in the above description of contractual obligations and commitments. Refer to Note 13, Employees' Retirement Plans, in Part II, Item 8 of this Annual Report for more information on the BRP.

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 August 31, 2026, we had committed $46.1 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report).

41

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 year ended August 31, 2025, the Company reported $362.3 million of litigation expense in the consolidated statement of earnings, 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 for the period. In the year ended August 31, 2026, the Company reported $15.4 million of litigation expense in the consolidated statement of earnings, which amount primarily represents the Company's estimate of post-judgment interest on the PSG judgment for the period. These amounts were classified as current liabilities in the 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 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report for more information on pending litigation and other matters.

Environmental and Other Matters

The information set forth in Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report is hereby incorporated by reference.

General

We are subject to federal, state and local pollution control laws and regulations in all locations where we have operating facilities. We anticipate that compliance with these laws and regulations will involve continuing capital expenditures and operating costs.

Metals recycling was our original business, and it has been one of our core businesses for over a century. In the present era of conservation of natural resources and ecological concerns, we are committed to sound ecological and business conduct. Certain governmental regulations regarding environmental concerns, however well-intentioned, may expose us and our industry to potentially significant risks. We believe that recycled materials are commodities that are diverted by recyclers, such as us, from the solid waste streams because of their inherent value and thus should be treated like products rather than wastes. They are identified, purchased, sorted, processed and sold by us in accordance with carefully established industry specifications.

We incurred environmental expenses of $62.9 million, $58.4 million and $54.9 million for 2026, 2025 and 2024, respectively. The expenses included the cost of disposal, environmental personnel at various divisions, permit and license fees, accruals and payments for studies, tests, assessments, remediation, consultant fees, baghouse dust removal and various other expenses. In addition, during 2026, we spent $1.9 million in capital expenditures related to costs directly associated with environmental compliance. Our accrued environmental liabilities were $3.7 million and $3.4 million as of August 31, 2026 and 2025, respectively, of which $2.2 million and $1.9 million were classified as other noncurrent liabilities within the consolidated balance sheets as of August 31, 2026 and 2025, respectively.

Solid and Hazardous Waste

We currently own or lease, and in the past we have owned or leased, properties for use in our operations. Although we have used operating and disposal practices that were industry standard at the time, wastes may have been disposed of or released on or under the properties, or on or under locations where such wastes have been taken for disposal, in a manner that is now understood to pose a contamination threat. We are currently involved in the investigation and remediation of several such properties, and we have been named as a PRP by governmental entities at a number of contaminated sites.

Superfund

Based on currently available information, which is in many cases preliminary and incomplete, we had immaterial amounts accrued as of both August 31, 2026 and 2025, in connection with CERCLA sites. We have accrued for these liabilities based upon our best estimates. The amounts paid and the expenses incurred on these sites for 2026, 2025 and 2024 were not material.

42

Historically, the amounts that we have ultimately paid for such remediation activities have not been material.

We believe that adequate provisions have been made in the consolidated financial statements for the potential impact of these contingencies, and that the outcomes of the suits and proceedings described above, and other miscellaneous litigation and proceedings now pending, will not have a material adverse effect on our business, results of operations or financial condition.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preceding discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent liabilities. We evaluate the appropriateness of these estimates and assumptions, including those related to revenue recognition, income taxes, inventory cost, acquisitions, goodwill and other intangible assets, long-lived assets, derivative financial instruments and contingencies, on an ongoing basis. Estimates and assumptions are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Accordingly, actual results in future periods could differ materially from these estimates. Judgments and estimates related to critical accounting policies used in the preparation of the consolidated financial statements include the following:

Revenue Recognition

Revenue from contracts where the Company provides fabrication and installation services is recognized over time using an input method based on costs incurred compared to total estimated costs. Revenue from contracts where the Company does not provide installation services is recognized over time using an output method based on tons shipped compared to total estimated tons. Significant judgment is required to evaluate total estimated costs used in the input method and total estimated tons in the output method. If total estimated costs on any contract are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues, costs to complete or total planned quantity is recorded in the period in which such revisions are identified. The Company does not exercise significant judgment in determining the transaction price. See Note 4, Revenue Recognition, in Part II, Item 8 of this Annual Report for further details.

Income Taxes

We periodically assess the likelihood of realizing our deferred tax assets and maintain a valuation allowance to reduce certain deferred tax assets to amounts that we believe are more likely than not to be realized. We base our judgment of the recoverability of our deferred tax assets primarily on historical earnings, our estimate of current and expected future earnings, prudent and feasible tax planning strategies and current and future ownership changes. At August 31, 2026 and 2025, we had valuation allowances of $251.6 million and $253.2 million, respectively, against our deferred tax assets. Of these amounts, $9.5 million and $12.1 million at August 31, 2026 and 2025, respectively, relate to net operating loss and credit carryforwards in certain state jurisdictions that are subject to estimation. The remaining valuation allowance primarily relates to net operating loss carryforwards in certain foreign jurisdictions, which the Company does not expect to realize.

Inventories

We state inventories at the lower of cost or net realizable value, which is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Adjustments to inventory may be due to changes in price levels, assumptions about market conditions, obsolescence, damage, physical deterioration and other causes. Any adjustments required to reduce the carrying value of inventory to net realizable value are recorded as a charge to cost of goods sold within the consolidated statements of earnings. As of August 31, 2026, the inventory valuation reserve was immaterial.

Acquisitions

The Company accounts for business combinations under the acquisition method of accounting, which requires assets acquired and liabilities assumed to be recorded at their estimated fair value at the date of acquisition. The fair value is estimated by the Company using valuation techniques and Level 3 inputs, including expected future cash flows and discount rates. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and

43

assumptions. See Note 2, Acquisitions, in Part II, Item 8 of this Annual Report for more information about the Company's acquisitions.

Goodwill and Other Intangible Assets

Goodwill and indefinite-lived intangible assets are tested for impairment annually as of the first day of the Company’s fourth quarter (the "annual impairment test date"), and between annual tests whenever events or circumstances indicate that the carrying value of a reporting unit, including goodwill, or of an indefinite-lived intangible asset exceeds its fair value. Goodwill is tested at the reporting unit level, which represents an operating segment or one level below an operating segment. When evaluating goodwill and other indefinite-lived intangible assets for impairment, the Company may first assess qualitative factors in determining whether it is more likely than not that the respective fair value is less than its carrying amount. The qualitative evaluation is an assessment of multiple factors, including the current operating environment, historical and future financial performance and industry and market considerations. The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite-lived intangible assets and perform a quantitative test, based on management's judgment. If the Company chooses to bypass the qualitative assessment, it performs a quantitative test by comparing the fair value of the reporting units or indefinite-lived intangible assets to their respective carrying amounts and records an impairment charge if the carrying amount exceeds the fair value; however, the loss recognized, if any, will not exceed the total amount of the intangible asset or the goodwill allocated to a reporting unit.

When assessing the recoverability of goodwill using a quantitative approach we use an income and a market approach to calculate the fair value of the reporting unit. To calculate the fair value of a reporting unit using the income approach, management uses a discounted cash flow model, which includes a number of significant assumptions and estimates regarding future cash flows such as discount rates, volumes, prices, capital expenditures and the impact of current market conditions. The market approach estimates fair value based on market multiples of earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. The estimates used during a quantitative approach to test goodwill could be materially impacted by adverse changes in market conditions.

For 2026 and 2025, the annual goodwill impairment analyses did not result in impairment charges. As of the 2026 annual impairment test date, the Company had goodwill of $2.1 billion related to three reporting units within the North America Steel Group segment, six reporting units within the Construction Solutions Group segment and one reporting unit within the Europe Steel Group segment. Nine reporting units, which, as of the 2026 annual impairment test date, comprised $117.4 million of goodwill within the North America Steel Group segment, $1.8 billion of goodwill within the Construction Solutions Group segment and $4.5 million of goodwill within the Europe Steel Group segment, were assessed for impairment using a qualitative approach. Management determined it was more likely than not that the fair values of the reporting units which were assessed using a qualitative approach exceeded their respective carrying values.

The remaining reporting unit, within the Construction Solutions Group segment, was tested for impairment using a quantitative approach. The fair value of the reporting unit within the Construction Solutions Group segment with $195.0 million of goodwill as of the 2026 annual impairment test date exceeded its carrying value by greater than 40%. The difference in the value of goodwill between the 2026 annual impairment test date and August 31, 2026 was due to foreign currency translation adjustments and measurement period adjustments.

As of the 2026 annual impairment test date, the Company had $58.2 million of other indefinite-lived intangible assets within the Construction Solutions Group segment, of which $55.0 million were tested for impairment using a quantitative approach. To perform the quantitative impairment tests, the Company used an income approach to calculate the fair value of each intangible asset using a relief from royalty method. Significant inputs to measure the fair value of the indefinite-lived intangible assets included projected revenue growth rates, royalty rates and discount rates. The fair values of the indefinite-lived intangible assets exceeded their carrying values by approximately 10%. The difference in the value of indefinite-lived intangible assets between the 2026 annual impairment test date and August 31, 2026 was due to the reclassification of an indefinite-lived in-process research and development intangible asset to a definite-lived developed technology intangible asset during the fourth quarter of 2026, as well as foreign currency translation adjustments. Based on the Company’s annual impairment testing of the indefinite-lived intangible assets, no impairment charges were recognized. Further, based on the results of impairment tests performed in 2026, management does not believe that it is reasonably likely that our reporting units or indefinite-lived intangible assets will fail their respective impairment tests in the near term. See Note 6, Goodwill and Other Intangible Assets, in Part II, Item 8 of this Annual Report for additional information.

44

Long-Lived Assets

We evaluate the carrying value of property, plant and equipment and finite-lived intangible assets whenever a change in circumstances indicates that the net carrying value may not be recoverable from the entity-specific undiscounted future cash flows expected to result from our use of and eventual disposition of a long-lived asset or asset group. Events or circumstances that could trigger an impairment review of a long-lived asset or asset group include, but are not limited to: (i) a significant decrease in the market price of the asset, (ii) a significant adverse change in the extent or manner that the asset is used or in its physical condition, (iii) a significant adverse change in legal factors or in the business climate that could affect the value of the asset, (iv) an accumulation of costs significantly in excess of original expectation for the acquisition or construction of the asset, (v) a current period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast of continuing losses associated with the use of the asset and (vi) a more-likely-than-not expectation that the asset will be sold or disposed of significantly before the end of its previously estimated useful life. If an impairment exists, the net carrying values are reduced to fair values. We estimate the fair values of these long-lived assets by performing a discounted future cash flow analysis for the remaining useful life of the asset, or the remaining useful life of the primary asset in the case of an asset group. An individual asset within an asset group is not impaired below its estimated fair value.

Our operations are capital intensive. The estimates of undiscounted future cash flows used during an impairment review of a long-lived asset or asset group require judgments and assumptions of future cash flows that are expected to arise as a direct result of the use and eventual disposition of the asset or asset group. If these assets were for sale, our estimates of their values could be significantly different because of market conditions, specific transaction terms and a buyer's perspective on future cash flows. The Company recorded immaterial impairment charges related to specific equipment in both 2026 and 2025; however, no broader events or circumstances triggered a recoverability assessment for property, plant and equipment.

Derivative Financial Instruments

Our global operations and product lines expose us to risks from fluctuations in metal commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. To limit the impact of these exposures, we enter into derivative instruments. We do not enter into derivative financial instruments for speculative purposes. We evaluate the fair value of our derivative financial instruments using an established fair value hierarchy as stated in Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report.

The Company has three Level 3 commodity derivatives which are bilateral agreements with a counterparty. The fair value estimates of the Level 3 commodity derivatives are based on an internally developed discounted cash flow model primarily utilizing unobservable inputs for which there is little or no market data. The Company determined the Level 3 fair value inputs as provided for under ASC 820 utilizing information obtained from relevant published indexes and external sources along with management’s own assumptions. Fluctuations in the information used to forecast future energy rates may cause volatility in the fair value estimate and in the unrealized gains and losses in other comprehensive income. See Note 10, Fair Value, in Part II, Item 8 of this Annual Report for more information on the Level 3 commodity derivatives.

Contingencies

In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We may incur settlements, fines, penalties or judgments in connection with some of these matters. While we are unable to estimate the ultimate dollar amount of exposure or loss in connection with these matters, we make accruals when a loss is probable and the amount can be reasonably estimated. The amounts we accrue could vary substantially from amounts we pay due to several factors including the following: evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and the uncertainties involved in litigation. We believe that we have adequately provided for these contingencies as needed in our consolidated financial statements. See Note 16, Commitments and Contingencies, in Part II, Item 8 of this Annual Report for more information on pending litigation and other matters.

Other Accounting Policies and New Accounting Pronouncements

See Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report.

45

FORWARD-LOOKING STATEMENTS

This Annual Report contains "forward-looking statements" within the meaning of the federal securities laws. The statements in this report that are not historical statements are forward-looking statements and address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related 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. 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 Annual Report is 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 include those described in Part I, Item 1A, Risk Factors and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report, as well as the following:

•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;

•our ability to successfully execute our TAG operational and commercial excellence program and other transformation initiatives, including the realization of anticipated benefits within the expected timeframes;

•attention to environmental, social and governance ("ESG") matters, including any targets or other ESG, environmental justice or regulatory initiatives;

46

•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;

•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 16, Commitments and Contingencies, in Part II, Item 8, and in Part I, Item 3, Legal Proceedings of this Annual Report;

•risk of injury or death to employees, customers or other visitors to our operations; and

47

•civil unrest, protests and riots.

Refer to the "Risk Factors" disclosed in Part I, Item 1A, Risk Factors in this Annual Report for information regarding additional risks which would cause actual results to be significantly different 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 Annual Report are cautioned not to place undue reliance on any forward-looking statements.