Carpenter Technology Corporation filed SEC Form 8-K: Regulation FD Disclosure
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2026, Tony R. Thene notified Carpenter Technology Corporation (the “Company”) of his resignation from the position of Chief Executive Officer of the Company, effective July 1, 2026 (the “Transition Date”).
On February 12, 2026, the Board of Directors (the “Board”) of the Company (i) appointed Brian Malloy, the current President and Chief Operating Officer of the Company, to the position of President and Chief Executive Officer of the Company, effective on the Transition Date and (ii) appointed Mr. Thene to the position of Executive Chairman of the Board, effective on the Transition Date.
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 12, 2025. 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.
Item 7.01 – Regulation FD Disclosure.
A copy of the press release announcing these changes is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated February 17, 2026 | |
| 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: February 17, 2026