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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): August 12, 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 |
Name of each exchange |
||
| 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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of I. Martin Inglis and Appointment of Tony R. Thene as Chairman of the Board
On August 12, 2025, I. Martin Inglis, Chairman of the Board of Directors (the “Board”) of Carpenter Technology Corporation (the “Company”), informed the Board of his intention to retire from the Board after 22 years of service and not to stand for re-election to the Board at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), which is currently expected to be held on October 7, 2025. Mr. Inglis’s decision not to stand for re-election is not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.
On August 12, 2025, the Board (i) appointed Tony R. Thene, the current President and Chief Executive Officer of the Company, to serve as Chairman of the Board and (ii) appointed Steven M. Ward to serve as Lead Independent Director of the Board, in each case effective immediately prior to the 2025 Annual Meeting.
Appointment of Brian J. Malloy as President of the Company
On August 12, 2025, the Board appointed Brian J. Malloy, the current Senior Vice President and Chief Operating Officer of the Company, to serve as President and Chief Operating Officer of the Company, effective immediately prior to the 2025 Annual Meeting.
Biographical and other information about Mr. Malloy is included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 12, 2025 and the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 13, 2024.
Mr. Malloy does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Malloy and any other persons pursuant to which Mr. Malloy was selected to his position. Neither Mr. Malloy nor any related person of Mr. Malloy has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Following the effectiveness of Mr. Malloy’s appointment, Mr. Thene will continue to serve as the Company’s Chief Executive Officer in addition to the role of Chairman of the Board.
A copy of the press release announcing these changes is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description |
|
| 99.1 | Press Release dated August 13, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
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: August 13, 2025
Exhibit 99.1
CARPENTER TECHNOLOGY’S BOARD OF DIRECTORS ELECTS
TONY THENE AS CHAIRMAN AND CEO
PHILADELPHIA – August 13, 2025 – Carpenter Technology Corporation (NYSE: CRS) (the “Company”) today announced the execution of succession plans for the Board of Directors.
Carpenter Technology’s Board of Directors has unanimously elected Tony R. Thene, current President and Chief Executive Officer, to assume the additional duties of Chairman of the Board, effective October 7, 2025, immediately before the commencement of the 2025 Annual Stockholders Meeting. For the last 10 years, Mr. Thene has served as President and Chief Executive Officer of Carpenter Technology and has been instrumental in leading significant growth. Under Mr. Thene’s leadership, the Company has transformed into a leading preferred solutions provider in specialty materials serving key growth markets, with a focus on safety, quality, technology development and continuous improvement across operations.
Mr. Thene succeeds I. Martin Inglis, who has informed the Board of Directors of his intention not to stand for reelection to the Board when his term expires at the 2025 Annual Stockholders Meeting. Mr. Inglis was elected Chairman of Carpenter Technology’s Board of Directors in 2021 and has served on the Board of Directors since 2003. The Company is sincerely grateful for Mr. Inglis’ contributions and leadership in his over 20 years of service.
In addition, Brian Malloy, currently Senior Vice President and Chief Operating Officer, has been promoted to President (succeeding Mr. Thene in that capacity) and Chief Operating Officer effective October 7, 2025. Mr. Malloy joined Carpenter Technology in August 2015 and has served in various Commercial and Operations leadership roles. Since joining Carpenter Technology, Mr. Malloy has leveraged his deep industry, marketing, operations and technical background to drive significant growth and improvement across areas including strategic marketing, technology innovation and operational excellence. He was most recently appointed Senior Vice President and Chief Operating Officer in December 2023.
Continuing the Board of Directors’ commitment to high quality corporate governance and effective Board leadership, Steven M. Ward has been elected to the position of Lead Independent Director, effective October 7, 2025, immediately before the commencement of the 2025 Annual Stockholders Meeting. Mr. Ward is currently the Chairperson of the Corporate Governance Committee of the Board of Directors and has served on the Carpenter Technology’s Board of Directors since 2001.
About Carpenter Technology
Carpenter Technology Corporation is a recognized leader in high-performance specialty alloy materials and process solutions for critical applications in the aerospace and defense, medical, transportation, energy, and industrial and consumer markets. Founded in 1889, Carpenter Technology has evolved to become a pioneer in premium specialty alloys including nickel, cobalt, and titanium and material process capabilities that solve our customers’ current and future material challenges. More information about Carpenter Technology can be found at www.carpentertechnology.com.
| Investor Inquiries: | Media Inquiries: | |||
| John Huyette | Heather Beardsley | |||
| +1 610-208-2061 | +1 610-208-2278 | |||
| jhuyette@cartech.com | hbeardsley@cartech.com | |||