Friedman Industries Completes Acquisition

TL;DR

Friedman Industries just bought something, filed the paperwork.

AI Summary

Friedman Industries, Inc. announced on August 29, 2025, the completion of an acquisition. The company entered into a material definitive agreement and incurred a direct financial obligation related to this transaction. The filing also includes financial statements and exhibits pertaining to the acquisition.

Why It Matters

This filing indicates a significant strategic move by Friedman Industries through an acquisition, which could impact its market position and future financial performance.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry risks related to integration, financing, and market reception, which could affect the company's financial health.

Key Players & Entities

• Friedman Industries, Inc. (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• Texas (location) — State of incorporation
• 74-1504405 (other) — IRS Employer Identification No.
• 1121 Judson Road Suite 124, Longview, Texas 75601 (location) — Address of principal executive offices
• ( 903 ) 758-3431 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1 — ge on which registered Common Stock , $1 Par Value FRD Nasdaq Global Select M
• $45.25 million — y acquired the assets for approximately $45.25 million in cash at closing, along with a note i
• $3.5 million — the Company with a principal amount of $3.5 million with a five-year maturity date. The fin
• $10 million — hat allows the Sellers to receive up to $10 million in additional consideration over a four
• $150 million — nts under the A&R Credit Agreement from $150 million to $125 million, (iv) provide for revol
• $125 m — R Credit Agreement from $150 million to $125 million, (iv) provide for revolving borro

Filing Documents

• frd20250902_8k.htm (8-K) — 29KB
• ex_858576.htm (EX-10.1) — 1213KB
• ex_858577.htm (EX-99.1) — 14KB
• a01.jpg (GRAPHIC) — 4KB
• 0001437749-25-028241.txt ( ) — 1628KB
• frd-20250829.xsd (EX-101.SCH) — 3KB
• frd-20250829_def.xml (EX-101.DEF) — 11KB
• frd-20250829_lab.xml (EX-101.LAB) — 15KB
• frd-20250829_pre.xml (EX-101.PRE) — 11KB
• frd20250902_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Asset Acquisition from Century Metals & Supplies, Inc. On August 29, 2025, Friedman Industries, Incorporated (the " Company ") entered into a definitive agreement with Century Metals & Supplies, Inc. (" Century "), CEME Holdings LLC (" CEME "), Palm Lakes Investment LLC (" PLI "), Jemi Investments, LLC (" JEMI ", together with Century, CEME and PLI as " Sellers "), the equityholders of the Sellers and Misael Rosario, as Seller Representative, pursuant to which the Company acquired the real estate, operations, equipment, inventory and certain other assets of the Sellers of Century's Miami, FL facilities and certain inventory and other assets at Century's Tampa, FL and Orlando, FL (the " Acquisition "). Under the terms of the agreement, the Company acquired the assets for approximately $45.25 million in cash at closing, along with a note issued by the Company with a principal amount of $3.5 million with a five-year maturity date. The final purchase price is subject to adjustment based on final net working capital levels and an earn-out that allows the Sellers to receive up to $10 million in additional consideration over a four-year period based on certain performance metrics of the acquired business. On September 2, 2025, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Credit Facility Amendment On August 29, 2025, the Company also entered into a Fifth Amendment (the " Amendment ") to that certain Amended and Restated Credit Agreement and Second Amendment to Security Agreement by and among the Company, as a borrower, Century Metals & Supplies, LLC, a Texas limited liability company, as a borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Amendment amends that certain Amended and Restated Credit Agreement dated as of May 19,

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets The information provided in Item 1.01 of this Current Report under the heading " Asset Acquisition from Century Metals & Supplies, Inc. " is incorporated by reference to this Item 2.01. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information provided in Item 1.01 of this Current Report on Form 8-K under the heading " Credit Facility Amendment " is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1 Fifth Amendment to Amended and Restated Credit Agreement and Second Amendment to Security Amendment, dated August 29, 2025, by and between Friedman Industries, Incorporated, JPMorgan Chase Bank, N.A. 99.1 Press Release issued by Friedman Industries, Incorporated on September 2, 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. Date: September 3, 2025 FRIEDMAN INDUSTRIES, INCORPORATED By: /s/ Alex LaRue Alex LaRue Chief Financial Officer - Secretary and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR