Commercial Metals (NYSE: CMC) closes $675 million CP&P equity acquisition

Rhea-AI Filing Summary

Commercial Metals Company completed its previously announced acquisition of Concrete Pipe & Precast, LLC (CP&P). Under the Equity Purchase Agreement dated September 17, 2025, Commercial Metals purchased all of CP&P’s issued and outstanding equity securities for a cash purchase price of $675 million, subject to customary purchase price adjustments described in the agreement.

The Equity Purchase Agreement was previously filed as an exhibit to Commercial Metals’ Annual Report on Form 10-K and is incorporated by reference. Commercial Metals also issued a press release announcing the closing of the transaction, which is included as an exhibit and furnished under Regulation FD.

Insights

Industrial sector M&A analyst

Commercial Metals closes a $675 million cash acquisition of CP&P, expanding its concrete products footprint.

Commercial Metals Company has closed the purchase of all equity in Concrete Pipe & Precast, LLC for a cash price of $675 million, subject to customary post-closing adjustments under the Equity Purchase Agreement dated September 17, 2025. This moves CP&P from a previously announced deal into a completed transaction, confirming that regulatory and contractual closing conditions were satisfied.

The transaction is structured as a full equity acquisition, meaning Commercial Metals now owns 100% of CP&P’s equity interests. While the excerpt does not detail CP&P’s revenue or profitability, the size of the $675 million consideration signals that management views the business as strategically significant within its construction-related offerings.

The company also issued a press release on December 1, 2025 to announce completion of the deal, which is furnished (not filed) under Regulation FD, limiting its use for certain liability purposes. Subsequent quarterly and annual reports will be the key places to see how CP&P is integrated into Commercial Metals’ operations and financials.

8-K Event Classification

4 items: 1.01, 2.01, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

COMMERCIAL METALS Co false 0000022444 0000022444 2025-12-01 2025-12-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 1, 2025

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

Delaware		1-4304		75-0725338
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6565 N. MacArthur Blvd. Irving, Texas		75039
(Address of principal executive offices)		(Zip Code)

(214) 689-4300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		CMC		NYSE

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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 1, 2025, Commercial Metals Company (the “Company”) consummated the transactions contemplated by the previously disclosed Equity Purchase Agreement (the “Purchase Agreement”), dated as of September 17, 2025, with Concrete Pipe & Precast, LLC (“CP&P”), Eagle Corporation and ECPP, LLC.

Pursuant to the terms and conditions of the Purchase Agreement, the Company acquired all of the issued and outstanding equity securities of CP&P (the “Acquisition”) for a cash purchase price of $675 million. The purchase price is subject to a further customary purchase price adjustment as described in the Purchase Agreement.

The material terms of the Purchase Agreement and a description of the Acquisition were reported in Item 1.01 of the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2025 and are incorporated herein by reference. The foregoing description of the Purchase Agreement and the Acquisition does not purport to be complete and is qualified by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Annual Report on Form 10-K filed with the SEC on October 16, 2025 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On December 1, 2025, the Company issued a press release announcing the consummation of the Acquisition, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.1†		Equity Purchase Agreement, dated September 17, 2025, by and among Commercial Metals Company, Concrete Pipe & Precast, LLC, Eagle Corporation and ECPP, LLC (filed as Exhibit 2.1 to Commercial Metals Company’s Annual Report on Form 10-K dated October 16, 2025 and incorporated herein by reference).
99.1		Press Release issued by Commercial Metals Company on December 1, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
†		Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the SEC a copy of any omitted schedule or exhibit upon request.

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.

Date: December 1, 2025

COMMERCIAL METALS COMPANY
By:		/s/ Paul J. Lawrence
Name:		Paul J. Lawrence
Title:		Senior Vice President and Chief Financial Officer

FAQ

What transaction did Commercial Metals Company (CMC) announce in this 8-K?

Commercial Metals Company announced that it has consummated the previously disclosed acquisition of all issued and outstanding equity securities of Concrete Pipe & Precast, LLC (CP&P) pursuant to an Equity Purchase Agreement dated September 17, 2025.

How much did Commercial Metals (CMC) pay to acquire Concrete Pipe & Precast, LLC?

Commercial Metals agreed to a cash purchase price of $675 million for all of the issued and outstanding equity securities of Concrete Pipe & Precast, LLC, subject to customary purchase price adjustments described in the Equity Purchase Agreement.

What exactly did Commercial Metals acquire in the CP&P transaction?

Under the terms of the Equity Purchase Agreement, Commercial Metals acquired all of the issued and outstanding equity securities of Concrete Pipe & Precast, LLC, resulting in full ownership of CP&P.

Where can investors find the detailed terms of Commercial Metals’ CP&P acquisition?

The material terms of the Equity Purchase Agreement and a description of the acquisition are incorporated by reference from Item 1.01 of a prior report and from the full Equity Purchase Agreement filed as Exhibit 2.1 to Commercial Metals’ Annual Report on Form 10-K dated October 16, 2025.

Did Commercial Metals issue a press release about the CP&P acquisition closing?

Yes. Commercial Metals issued a press release announcing the consummation of the CP&P acquisition, which is attached as Exhibit 99.1 and furnished under Item 7.01 of this report.

Are the press release and acquisition agreement considered filed for liability purposes?

The information in Item 7.01, including Exhibit 99.1, is expressly stated as not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into Securities Act or Exchange Act filings, except as specifically incorporated elsewhere.