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8-KThe WireRoutine

Reg FD Disclosure

Filed Nov 10, 2025 · 7mo ago · Accession 0001104659-25-109178

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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
Filing details
Ticker
CRS
CIK
17843
Form type
8-K
Filing date
Nov 10, 2025
Report date
Nov 10, 2025
Document
tm2530700d1_8k.htm
Size
210 KB