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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 to announce that it intends to offer, subject to market and other conditions, $700.0
million aggregate principal amount of senior notes due 2034 (the “Notes”) in a private offering (the “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 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 Company is in the
process of amending and restating its Second Amended and Restated Credit Agreement with Bank of America, N.A., as administrative
agent, swing line lender and letter of credit issuer and the other lenders, agents and arrangers party thereto (the "Credit
Facility"), subject to customary conditions (the “Amendment”). The Company expects that the Amendment, if
entered into, will (i) increase the revolving commitments under the Credit Facility from $350 million of secured commitments to $500
million of unsecured commitments, (ii) increase the uncommitted accordion feature under the Credit Facility allowing for an increase
to the revolving commitments and/or the establishment of new term loans by an aggregate amount not to exceed $650 million, (iii)
extend the maturity date of the Credit Facility to the fifth anniversary of the closing of the Amendment, and (iv) modify certain
other terms and covenants of the Credit Facility, including interest rates and financial covenant levels, as mutually agreed between
the Company, the lenders party thereto and Bank of America, N.A., as administrative agent thereunder. The Company expects to close
the Amendment concurrently with or prior to the closing of the Offering; however, there can be no assurance as to the outcome or
timing of the Amendment.
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.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ from those projected, anticipated or implied. The most significant of these
uncertainties are described in the Company’s filings with the Securities and Exchange Commission, including its report on Form 10-K
for the fiscal year ended June 30, 2025 and Form 10-Q for the quarter ended September 30, 2025 and the exhibits attached to those filings.
They include but are not limited to: (1) the cyclical nature of the specialty materials business and certain end-use markets, including
aerospace, defense, medical, energy, transportation, industrial and consumer, or other influences on the Company’s business such
as new competitors, the consolidation of competitors, customers, and suppliers or the transfer of manufacturing capacity from the United
States to foreign countries; (2) the ability of the Company to achieve cash generation, growth, earnings, profitability, operating income,
cost savings and reductions, qualifications, productivity improvements or process changes; (3) the ability to recoup increases in the
cost of energy, raw materials, freight or other factors; (4) domestic and foreign excess manufacturing capacity for certain metals; (5)
fluctuations in currency exchange and interest rates; (6) the effect of government trade actions, including tariffs; (7) the valuation
of the assets and liabilities in the Company’s pension trusts and the accounting for pension plans; (8) possible labor disputes
or work stoppages; (9) the potential that our customers may substitute alternate materials or adopt different manufacturing practices
that replace or limit the suitability of our products; (10) the ability to successfully acquire and integrate acquisitions; (11) the availability
of credit facilities to the Company, its customers or other members of the supply chain; (12) the ability to obtain energy or raw materials,
especially from suppliers located in countries that may be subject to unstable political or economic conditions; (13) the Company’s
manufacturing processes are dependent upon highly specialized equipment located primarily in facilities in Reading and Latrobe, Pennsylvania
and Athens, Alabama for which there may be limited alternatives if there are significant equipment failures or a catastrophic event; (14)
the ability to hire and retain a qualified workforce and key personnel, including members of the executive management team, management,
metallurgists and other skilled personnel; (15) fluctuations in oil and gas prices and production; (16) the impact of potential cyber
attacks and information technology or data security breaches; (17) the ability of suppliers to meet obligations due to supply chain disruptions
or otherwise; (18) the ability to meet increased demand, production targets or commitments; (19) the ability to manage the impacts of
natural disasters, climate change, pandemics and outbreaks of contagious diseases and other adverse public health developments; (20) geopolitical,
economic, and regulatory risks relating to our global business, including geopolitical and diplomatic tensions, instabilities and conflicts,
such as the war in Ukraine, the conflict between Israel and HAMAS, the conflict between Israel and Hezbollah, Houthi attacks on commercial
shipping vessels and other naval vessels as well as compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other
regulations; (21) challenges affecting the commercial aviation industry or key participants including, but not limited to production and
other challenges at The Boeing Company; (22) the impact of a continued shutdown of the U.S. government; and (23) the consequences of the
announcement, maintenance or use of the Company’s share repurchase program. Any of these factors could have an adverse and/or fluctuating
effect on the Company’s results of operations. The forward-looking statements in this document are intended to be subject to the
safe harbor protection provided by Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended.
We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this Current Report on Form
8-K or as of the dates otherwise indicated in such forward-looking statements. The Company undertakes no obligation to update or revise
any forward-looking statements.
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.
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.
| |
CARPENTER TECHNOLOGY CORPORATION |
| |
|
|
| |
By |
/s/ Timothy Lain |
| |
|
Timothy Lain |
| |
|
Senior Vice President and Chief Financial Officer |
Date: November 10, 2025
