UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01 | Regulation FD Disclosure. |
On November 12, 2025, Commercial Metals Company (the “Company”) announced that it intends to offer to sell, subject to market and other conditions, $2,000 million aggregate principal amount of senior unsecured notes (together, the “Notes”) in an offering (the “Offering”) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds from the sale of the Notes to fund the purchase price for the Company’s previously announced acquisition of all of the issued and outstanding equity securities of entities that own Foley Products Company, LLC (“Foley” and such transaction, the “Foley Acquisition”) and transaction-related fees and expenses and for general corporate purposes.
The Offering of the Notes is not conditioned upon, and will be consummated before, the closing of the Foley Acquisition, and the closing of the Foley Acquisition is not contingent upon the completion of the Offering. In the event that the Foley Acquisition is not completed on or prior to October 15, 2026, or if prior to such date, the securities purchase agreement with respect to the Foley Acquisition is terminated, the Company will be required to redeem all of the Notes at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the date of issuance, or from the most recent date to which interest has been paid or provided for, to but not including the special mandatory redemption date.
In connection with the proposed Offering, the Company provided potential investors with a preliminary offering memorandum, dated November 12, 2025 (the “Preliminary Offering Memorandum”). The Preliminary Offering Memorandum contains (i) the audited financial statements of Foley as of and for the years ended December 31, 2024 and 2023, (ii) the unaudited consolidated financial statements of Foley as of and for the nine months ended September 30, 2025 and 2024 and (iii) other information not previously disclosed by the Company. This information is included in Exhibits 99.1, 99.2 and 99.3 attached hereto, respectively, and is incorporated by reference into this Item 7.01.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is being furnished pursuant to Item 7.01. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale of the Notes in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.
| Item 8.01 | Other Events. |
On November 12, 2025, the Company issued a press release announcing the proposed Offering. A copy of the press release is filed as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Audited financial statements of Foley Products Company, LLC as of and for the years ended December 31, 2024 and 2023. | |
| 99.2 | Unaudited consolidated financial statements of Foley Products Company, LLC as of and for the nine months ended September 30, 2025 and 2024. | |
| 99.3 | Excerpts from the Preliminary Offering Memorandum dated November 12, 2025 and Investor Presentation. | |
| 99.4 | Press Release issued by Commercial Metals Company on November 12, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCIAL METALS COMPANY | ||||||
| Date: November 12, 2025 | By: | /s/ Paul J. Lawrence | ||||
| Name: | Paul J. Lawrence | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||