UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On December 15, 2025, Commercial Metals Company (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the completion of the Company’s acquisition of all the issued and outstanding equity securities of the entities that own Foley Products Company, LLC (“Foley” and such transaction, the “Acquisition”).
The presentation of the Target Financial Statements (as defined below), including the level of detail provided therein, is not necessarily indicative of how the Company intends to present its financial results in the future. The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had it completed the Acquisition prior to the periods presented in the pro forma financial information, and it is not intended as a projection of the future results of operations that the Company may achieve after the Acquisition. No other amendments are being made to the Original Form 8-K by this Amendment. This Amendment should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Acquisition.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses or funds acquired
The (i) audited consolidated financial statements of Foley and accompanying notes related thereto as of and for the year ended December 31, 2024 are filed herewith as Exhibit 99.1 and (ii) unaudited consolidated financial statements of Foley for the nine months ended September 30, 2025 are filed herewith as Exhibit 99.2 (together, the “Target Financial Statements”).
(b) Pro forma financial information
The unaudited pro forma condensed combined balance sheet of the Company as of August 31, 2025, the unaudited pro forma condensed combined statement of earnings for the fiscal year ended August 31, 2025 and the accompanying notes related thereto are filed herewith as Exhibit 99.3 and are incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCIAL METALS COMPANY | ||||||
| Date: February 19, 2026 | By: | /s/ Paul J. Lawrence | ||||
| Name: | Paul J. Lawrence | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||