CMC Commercial Metals Company

As filed with the Securities and Exchange Commission on October 22, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COMMERCIAL METALS COMPANY

(Exact name of registrant as specified in its charter)

Commercial Metals Company 2013 Long-Term Equity Incentive Plan

(Full title of the plan)

Jody K. Absher, Esq.

Senior Vice President, Chief Legal Officer and Corporate Secretary

6565 N. MacArthur Blvd.

Irving, Texas 75039

(214) 689-4300

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Commercial Metals Company, a Delaware corporation (the “Registrant”), to register 4,637,503 shares of the Registrant’s common stock, par value $0.01 per share, for issuance under the Commercial Metals Company 2013 Long-Term Equity Incentive Plan (as amended, the “Plan”). Such shares consist of 4,637,503 shares of common stock that have become available for grant and issuance with respect to awards under the Plan as a result of (i) expiration, termination, cancellation or forfeiture of an award, (ii) settlement of an award in cash or (iii) delivery to or withholding by the Registrant of shares to pay the withholding taxes for awards other than options or stock appreciation rights. The contents of the previous Registration Statement on Form S-8 (File No. 333-186974) filed by the Registrant with the U.S. Securities and Exchange Commission on February 28, 2013 (the “Prior Registration Statement”) relating to the Plan, including reports that the Registrant filed after the Prior Registration Statement to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. The Prior Registration Statement is currently effective.

PART I

The information specified in Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I will be sent or given to the participants in the Plan as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The validity of the shares of common stock being sold in this offering will be passed upon for the Registrant by Jody K. Absher, Senior Vice President, Chief Legal Officer and Corporate Secretary of the Registrant. Ms. Absher is eligible to participate in the Plan.

The following exhibits are filed with or incorporated by reference in this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on the 22^nd day of October, 2024.

POWER OF ATTORNEY AND SIGNATURES

The undersigned hereby severally constitute and appoint Jody K. Absher, Peter R. Matt and Paul J. Lawrence, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in any and all capacities to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

EXHIBIT 5.1

October 22, 2024

Commercial Metals Company

6565 North MacArthur Blvd.

Suite 800

Irving, Texas 75039

Re: Commercial Metals Company Registration Statement on Form S-8

Ladies and Gentlemen:

I am the Senior Vice President, Chief Legal Officer and Corporate Secretary of Commercial Metals Company, a Delaware corporation (the “Company”). As such, I am familiar with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 4,637,503 shares of common stock, par value $0.01 per share, of the Company (the “Plan Shares”) that may be issued pursuant to the Commercial Metals Company 2013 Long-Term Equity Incentive Plan (as amended, the “Plan”).

In rendering this opinion, I have examined (i) the Registration Statement, (ii) the Company’s Restated Certificate of Incorporation, as amended, (iii) the Amended and Restated Bylaws of the Company, (iv) the Plan, (v) the resolutions of the board of directors of the Company relating to the Plan and the Registration Statement and (vi) such other documents, corporate and other records and certificates as I have deemed necessary as a basis for this opinion.

In making the foregoing examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the legal capacity of all natural persons. As to questions of fact material to this opinion, where such facts have not been independently established or verified by me, I have relied upon statements and representations of officers or other representatives of the Company and others and upon documents, records and instruments furnished to me by the Company, without independent verification of their accuracy.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations set forth herein, I am of the opinion that each Plan Share registered under the Registration Statement, when issued in accordance with the terms of the Plan and upon the payment of the consideration therefor as required by the terms of the Plan, will be validly issued, fully paid and nonassessable.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware. I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention with respect to the opinions expressed above, including any changes in applicable law that may hereafter occur.

I consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to me under the caption “Item 5. Interests of Named Experts and Counsel” in the Registration Statement. In giving such consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated October 17, 2024, relating to the financial statements of Commercial Metals Company, and the effectiveness of Commercial Metals Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Commercial Metals Company for the year ended August 31, 2024.

/s/ Deloitte & Touche LLP

Dallas, Texas

October 22, 2024