Carpenter Technology prices $700M 5.625% notes due 2034

Carpenter Technology Corporation announced the pricing of a private offering of $700.0 million aggregate principal amount of 5.625% senior notes due 2034.

Accepted by SEC EDGAR 11/10/2025 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Carpenter Technology Corporation announced the pricing of a private offering of $700.0 million aggregate principal amount of 5.625% senior notes due 2034. The notes will be offered in the U.S. to qualified institutional buyers under Rule 144A and outside the U.S. in compliance with Regulation S, and have not been registered under the Securities Act.

The company furnished a press release as Exhibit 99.1. Any resale in the United States is expected to be limited to investors reasonably believed to be qualified institutional buyers, consistent with the private placement structure.

Insights

Corporate finance analyst

Neutral financing: $700.0M notes priced at 5.625% due 2034.

Carpenter Technology priced $700.0 million of senior notes carrying a fixed coupon of 5.625% maturing in 2034. The transaction is a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

As disclosed, the notes are not registered under the Securities Act, which confines U.S. resales to qualified institutional buyers. The filing furnishes a press release and does not discuss additional terms beyond rate, size, maturity, and offering format.

8-K Event Classification

2 items: 7.01, 9.01

2 items

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Carpenter Technology (CRS) announce?

The company priced a private offering of $700.0 million aggregate principal amount of 5.625% senior notes due 2034.

What is the interest rate and maturity of the new CRS notes?

The notes carry a 5.625% coupon and are due in 2034.

Are Carpenter Technology’s new notes registered under the Securities Act?

No. The notes have not been registered and may be resold in the U.S. only to qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S.

Who can purchase the notes in this offering?

Resales in the U.S. are expected to be limited to qualified institutional buyers pursuant to Rule 144A, and to non‑U.S. persons in compliance with Regulation S.

Where can I find the company’s detailed announcement?

A press release dated November 10, 2025 was furnished as Exhibit 99.1 to the current report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

(d) 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