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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): November 10, 2025
CARPENTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its
charter)
| Delaware |
|
1-5828 |
|
23-0458500 |
(State of or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
I.D. No.) |
| 1735 Market Street |
|
|
|
|
| Philadelphia,
Pennsylvania |
|
|
|
19103 |
| (Address of principal executive offices) |
|
|
|
(Zip Code) |
(610) 208-2000
Registrant’s telephone number, including
area code
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:
| ¨ |
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 or required to be registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading
Symbol |
|
Name of each exchange
on which registered |
| Common Stock, $5 Par Value |
|
CRS |
|
New York Stock Exchange |
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 7.01 Regulation FD Disclosure.
On November 10, 2025, Carpenter Technology Company
(the “Company”) issued a press release announcing the pricing of an offering of $700.0 million aggregate principal amount
of 5.625% senior notes due 2034 (the “Notes”) in a private offering. A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report.
The Notes have not been and will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and
may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities
Act or the securities laws of any other jurisdiction. Accordingly, the Notes are expected to be eligible for resale in the United States
only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and outside the United States to non-U.S.
persons in compliance with Regulation S. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy
any of these securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state.
The information in this Current Report, including
the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying Exhibit
shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission
by the Company, whether before or after the date hereof, regardless of any general incorporation language in such filing, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
Exhibit
No. |
|
Descriptions |
| 99.1* |
|
Press Release dated November 10, 2025. |
| 104.1 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*furnished herewith.
SIGNATURE
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.
| |
CARPENTER TECHNOLOGY CORPORATION |
| |
|
|
| |
By |
/s/ Timothy Lain |
| |
|
Timothy Lain |
| |
|
Senior Vice President and Chief Financial Officer |
Date: November 10, 2025
