Carpenter Technology Corp Files 8-K
Ticker: CRS · Form: 8-K · Filed: Nov 20, 2025 · CIK: 17843
| Field | Detail |
|---|---|
| Company | Carpenter Technology CORP (CRS) |
| Form Type | 8-K |
| Filed Date | Nov 20, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $5, $700.0 million, $350 million, $500 million, $650 m |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-definitive-agreement, financial-obligation, regulation-fd
TL;DR
CARP enters material definitive agreement & financial obligation on Nov 20, 2025.
AI Summary
On November 20, 2025, Carpenter Technology Corporation entered into a material definitive agreement and created a direct financial obligation. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.
Why It Matters
This 8-K filing indicates Carpenter Technology Corporation has entered into significant agreements and financial obligations, which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements and financial obligations, which inherently carry financial risks that need further investigation.
Key Players & Entities
- CARPENTER TECHNOLOGY CORP (company) — Registrant
- November 20, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 1-5828 (commission_file_number) — Commission File Number
- 23-0458500 (ein) — IRS Employer I.D. No.
FAQ
What type of material definitive agreement did Carpenter Technology Corporation enter into?
The filing states that Carpenter Technology Corporation entered into a material definitive agreement, but the specific details of the agreement are not provided in this summary.
What is the nature of the direct financial obligation created by Carpenter Technology Corporation?
The filing indicates the creation of a direct financial obligation, but the specifics of this obligation are not detailed in the provided text.
What is the significance of the Regulation FD Disclosure mentioned in the filing?
Regulation FD Disclosure ensures that material information is broadly disseminated to the public, preventing selective disclosure.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on November 20, 2025.
Where is Carpenter Technology Corporation incorporated?
Carpenter Technology Corporation is incorporated in Delaware.
Filing Stats: 1,239 words · 5 min read · ~4 pages · Grade level 11.5 · Accepted 2025-11-20 16:27:38
Key Financial Figures
- $5 — e on which registered Common Stock, $5 Par Value CRS New York Stock Exchan
- $700.0 million — previously announced offer and sale of $700.0 million aggregate principal amount of 5.625% se
- $350 million — mitments under the Credit Facility from $350 million of secured commitments to $500 million
- $500 million — $350 million of secured commitments to $500 million of unsecured commitments, (ii) increase
- $650 m — ns by an aggregate amount not to exceed $650 million, (iii) extends the maturity date
Filing Documents
- tm2531768d1_8k.htm (8-K) — 33KB
- tm2531768d1_ex4-1.htm (EX-4.1) — 562KB
- tm2531768d1_ex10-1.htm (EX-10.1) — 1006KB
- tm2531768d1_ex99-1.htm (EX-99.1) — 11KB
- tm2531768d1_ex99-1img001.jpg (GRAPHIC) — 23KB
- 0001104659-25-114628.txt ( ) — 2151KB
- crs-20251120.xsd (EX-101.SCH) — 3KB
- crs-20251120_lab.xml (EX-101.LAB) — 33KB
- crs-20251120_pre.xml (EX-101.PRE) — 22KB
- tm2531768d1_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On November 20, 2025, Carpenter Technology Corporation (the "Company") completed its previously announced offer and sale of $700.0 million aggregate principal amount of 5.625% senior notes due 2034 (the "Notes"). Indenture The Notes were issued pursuant to an indenture, dated as of November 20, 2025 (the "Indenture"), among the Company and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the "Trustee"), which includes a form of Note. The Notes will pay interest semiannually on March 1 and September 1, commencing on March 1, 2026, at an annual rate of 5.625%, and will mature on March 1, 2034, unless earlier repurchased or redeemed. Prior to March 1, 2029, the Company may, at its option, redeem some or all of the Notes at any time, at a price equal to 100% of the principal amount of the Notes redeemed plus a "make-whole" premium, plus accrued and unpaid interest, if any. The Company may also redeem, at its option, up to 40% of the Notes at any time prior to March 1, 2029, using the proceeds of certain equity offerings at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any. On or after March 1, 2029, the Company may, at its option, on any one or more occasions, redeem all or a part of the Notes at specified redemption premiums set forth in the Indenture, declining to par for any redemptions on or after March 1, 2031. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to, among other things: (i) incur additional secured indebtedness; (ii) enter into sale-leaseback transactions; and (iii) consolidate, merge or sell all or substantially all of its assets. These covenants are If the Company experiences certain kinds of changes of control (as defined in the Indenture), it must offer to purchase the Notes at 101% of the principal amount
03 Creation of Direct Financial Obligation or an Obligation
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On November 20, 2025, the Company issued a press release announcing the closing of the Notes offering and the entry into the Amendment. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 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 in Item 7.01 and in Exhibit 99.1 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.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. The following exhibits are being filed or furnished herewith: Exhibit No. Description 4.1 Indenture, dated as of November 20, 2025, by and between Carpenter Technology Corporation and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 5.625% Senior Notes due 2034 (included in Exhibit 4.1 hereto). 10.1 Third Amended and Restated Credit Agreement, dated as of November 20, 2025, by and among Carpenter Technology Corporation, 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. 99.1 Press release of Carpenter Technology Corporation, dated November 20, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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 20, 2025