Commercial Metals (CMC) 10-K: MD&A Changes Lead 16 October 2026 Filing Roundup

Today, through an extensive manufacturing network principally located in the U.S. and Central Europe, the Company offers products and technologies to meet the critical reinforcement needs of the global construction sector. CMC’s solutions support early-stage 28 construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial and energy generation and transmission. Our operations are conducted through three reportable segments: North America Steel Group, Emerging Businesses Group and Europe Steel Group.

Our discussion and analysis of fiscal year 2026 compared to fiscal year 2025 is included herein. 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.

The new facility, located in Mesa, Arizona, allows us to meet underlying West Coast and Pacific Northwest demand for steel products. Designed to produce both rebar and merchant bar, this micro mill is one of the first in the world to produce merchant bar quality products through a continuous production process. Rebar production and merchant bar production commenced during the fourth quarter of 2023 and second quarter of 2024, respectively.

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.

Solely for convenience, our trademarks and tradenames referred to in this Annual Report may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. OVERVIEW Founded in 1915 as a single scrap yard in Dallas, Texas, CMC has become an innovative solutions provider helping build a stronger, safer and more sustainable world. Today, through an extensive manufacturing network principally located in the United States ("U.S.") and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector.

Solely for convenience, our trademarks and tradenames referred to in this Annual Report may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. 1 OVERVIEW Founded in 1915 as a single scrap yard in Dallas, Texas, CMC provides early-stage construction solutions that support the site preparation through foundational phases of modern infrastructure and building projects. Through an extensive manufacturing network primarily located in the United States ("U.S.") and Central Europe, with strategic operations in the United Kingdom, Europe and Asia, CMC serves infrastructure, non-residential, residential, industrial and energy markets.

Additional information regarding the cash flow and liquidity needs of the Parent can be found in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Property and Casualty Operations American Southern comprises the Company’s property and casualty operations and its primary product lines are as follows: Commercial Automobile Insurance policies provide bodily injury and/or property damage liability coverage, uninsured motorist coverage and physical damage coverage for commercial accounts. General Liability Insurance policies cover bodily injury and/or property damage liability for both premises and completed operations exposures for general classes of business.

This obligation may involve meeting a contractual commitment, paying a debt or performing certain duties. Inland Marine policies provide motor truck cargo coverage for commercial accounts. American Southern provides tailored commercial automobile insurance coverage, on a multi-year contract basis, to state governments, local municipalities and other large motor pools and fleets (“block accounts”) that can be specifically rated and underwritten.

If results are below expectations, management takes corrective action, which may include adjusting rates, revising underwriting standards, adjusting commissions paid to agents, and/or altering or declining to renew accounts at expiration. Life and Health Operations Bankers Fidelity issues a variety of products that span from the group markets to the individual markets for both life and health insurance. Products offered by Bankers Fidelity include life insurance, typically with small face amounts, Medicare supplement and other accident and health insurance.

Products offered by Bankers Fidelity include ordinary life insurance, Medicare Supplement and other accident and health insurance products. Life Insurance products include non-participating, individual and group whole life insurance policies with a variety of riders and options. Policy premiums depend on several factors, including but not limited to issue age, level of coverage and any selected riders or options.

The decrease in premium revenue was primarily attributable to a decrease in earned premiums in the automobile physical damage line of business due to a decline in demand within the trucking industry within the property and casualty operations. Partially offsetting the decrease in premium revenue was an increase in earned premiums in the group accident and health, group life and the other individual health lines of business due to new sales within the life and health operations. The decrease in operating income was primarily due to an unfavorable loss experience in the property and casualty operations due to the frequency and severity of claims in the automobile liability line of business as well as an increase in claims costs in the automobile physical damage line of business as discussed above.

Each operating company is managed separately, offers different products and is evaluated on its individual performance. Revision of Previously Issued Financial Statements In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, management identified errors relating to the recognition of due-premium receivables and related premium revenue within the Company’s group whole life and group accident and health business. Management evaluated the errors in accordance with ASC Topic 250, Accounting Changes and Error Corrections , and SEC Staff Accounting Bulletins No.

We also expect to continue to incur increased expenses as a result of becoming a public company (i.e., for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses in search for a target to consummate an initial Business Combination. For the year ended December 31, 2024, we reported net loss of $(390,001), comprised of $1,445,114 of dividend income earned in the Trust Account and $167 of interest income offset by formation and operating costs of $1,715,282. For the year ended December 31, 2023, we reported a net income of $483,430, comprised of $2,134,446 of dividend income earned in the Trust Account offset by formation and operating costs of $1,528,302.

We also expect to continue to incur increased expenses as a result of becoming a public company (i.e., for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses in search for a target to consummate an initial Business Combination. For the year ended December 31, 2025, we reported net loss of $1,188,424, comprised of $680,826 of dividend income earned in the Trust Account offset by formation, administrative and operating costs of $1,869,250. For the year ended December 31, 2024, we reported a net loss of $390,001, comprised of $1,445,114 of dividend income earned in the Trust Account offset by formation, administrative and operating costs of $1,835,282 and interest income of $167.

We also expect to continue to incur increased expenses as a result of becoming a public company (i.e., for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses in search for a target to consummate an initial Business Combination. For the year ended December 31, 2024, we reported net loss of $(390,001), comprised of $1,445,114 of dividend income earned in the Trust Account and $167 of interest income offset by formation and operating costs of $1,715,282. For the year ended December 31, 2023, we reported a net income of $483,430, comprised of $2,134,446 of dividend income earned in the Trust Account offset by formation and operating costs of $1,528,302.

For the year ended December 31, 2025, we reported net loss of $1,188,424, comprised of $680,826 of dividend income earned in the Trust Account offset by formation, administrative and operating costs of $1,869,250. For the year ended December 31, 2024, we reported a net loss of $390,001, comprised of $1,445,114 of dividend income earned in the Trust Account offset by formation, administrative and operating costs of $1,835,282 and interest income of $167. 36 Liquidity, Capital Reserves and Going Concern On May 2, 2022, we consummated our Initial Public Offering of 7,875,000 Units, including 375,000 Option Units that were issued pursuant to the partial exercise of the Over-Allotment Option.

There can be no assurance that any such source of funding will be available to us for such purposes in the future. Competition for real property to grow our business may increase costs and reduce returns. We will experience significant competition for hospitality assets and projects from individuals, corporations, banks, insurance company investment accounts, as well as hotel and resort operators, real estate limited partnerships, real estate investment funds, commercial developers, pension plans, institutional and foreign investors and entities engaged in real estate investment activities, among others.

Business” above for a description of our Awaysis Casamora property and our Chial Reserve property. Indebtedness consists of the construction facility from The Belize Bank Limited in the amount of $2,000,000 plus $51,500 in loan and closing cost fees, bearing interest at 8% and maturing September 30, 2036, with the first six months interest-only and secured by certain of the Casamora assets, and approximately $3.3 million in principal from affiliated-party financing provided by BOS Investment Inc., an affiliate of our Co-Chief Executive Officer Michael Singh, bearing interest at 3.5% and secured by substantially all of our assets.

Smiley, Sr., the Company’s Chief Executive Officer and President, resigned from all officer and employment positions with the Company and its subsidiaries, (b) Michael A. Littman resigned from all officer and employment positions with the Company and its subsidiaries, (c) Michael Singh was appointed Chief Executive Officer, (d) Dr. Andrew Trumbach was appointed President, Chief Financial Officer, Secretary and Treasurer and (e) Lisa Marie Iannitelli was appointed Executive Vice President, Director-Investor Relations.

Business” above for a description of our Awaysis Casamora property and our Chial Reserve property. Indebtedness consists of the construction facility from The Belize Bank Limited in the amount of $2,000,000 plus $51,500 in loan and closing cost fees, bearing interest at 8% and maturing September 30, 2036, with the first six months interest-only and secured by certain of the Casamora assets, and approximately $3.3 million in principal from affiliated-party financing provided by BOS Investment Inc., an affiliate of our Co-Chief Executive Officer Michael Singh, bearing interest at 3.5% and secured by substantially all of our assets. From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.

Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. 32 Overview We are a real estate management and hospitality company focused on acquisition, redevelopment, sales, and managing bookings and rentals, of residential vacation home communities in desirable travel destinations. We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued operating and shovel ready residential/resort communities in global travel destinations, with the intention to relaunch these assets under the “Awaysis” brand with the goals of creating a network of residential and resort enclave communities in the Caribbean, Europe, South America and the United States, that will optimize sales, hospitality, and management revenues for our company,…

Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. 27 Overview Awaysis Capital, Inc. operates as an integrated hospitality and real estate operating platform focused on acquiring, developing, and actively managing residential resort communities. The Company generates revenue, or intends to generate revenue, primarily through: ● Short-term rental operations ● Property and resort management services ● Real estate brokerage ● Homeowner and maintenance services While the Company acquires and develops real estate assets, these activities are undertaken to support its core operating platform, rather than for passive investment or long-term yield generation.

Sekido has been with Accenture for 33 years. Manish Sharma, 57, became our chief strategy and services officer in September 2025. Sharma served as our chief executive officer—the Americas from September 2024 to September 2025, chief executive officer—North America from September 2023 to September 2024 and chief operating officer from March 2022 to September 2023.

Sekido has been with Accenture for 34 years. Manish Sharma, 58, became our chief strategy and reinvention services officer in September 2025. Sharma served as our chief executive officer—the Americas from September 2024 to September 2025, chief executive officer—North America from September 2023 to September 2024 and chief operating officer from March 2022 to September 2023.

Sweet has been with Accenture for 15 years and has served as a director since September 2019. Joel Unruch, 47, became our general counsel in September 2019 and has served as our corporate secretary since June 2015. Unruch also served as our chief compliance officer from September 2019 to January 2020.

Sweet has been with Accenture for 16 years and has served as a director since September 2019. Joel Unruch, 48, became our chief legal and risk officer in September 2026 and has served as our general counsel since September 2019 and corporate secretary since June 2015. Unruch joined Accenture in 2011 as our assistant general counsel and assistant secretary and also oversaw ventures & acquisitions and alliances & ecosystems practices for our legal group.

Risk Factors 25 claim that we or our clients are infringing upon their intellectual property rights. Furthermore, although we have established policies and procedures to respect the intellectual property rights of third parties and that prohibit the unauthorized use of intellectual property, we may not be aware if our employees have misappropriated and/or misused intellectual property, and their actions could result in claims of intellectual property misappropriation and/or infringement from third parties.

Risk Factors 24 arrangements, and patent, trade secret, copyright and trademark laws to protect our IP rights. Laws in the countries where we operate may provide limited IP protection or may change in ways that limit our ability to obtain or maintain protection.