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~~September 2918, 2025

~~FRIEDMAN~~Friedman ~~INDUSTRIES~~Industries, ~~INCORPORATED~~Incorporated

(Exact name of registrant as specified in its charter)

Texas	1-07521	74-1504405
Texas (State or other jurisdiction of incorporation)	1-07521 (Commission File Number)	74-1504405 (IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1121 Judson Rd., Suite 124 Longview, Texas (Address of principal executive offices)	(903) 758-3431 (Registrant’s telephone number, including area code)	75601 (Zip Code)

~~1121~~Securities ~~Judson~~registered ~~Road~~pursuant ~~Suite~~to ~~124,~~Section ~~Longview,~~12(b) ~~Texas~~of ~~75601~~the Act:

(Address of principal executive offices, including zip code)

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1 Par Value	FRD	Nasdaq Global Select Market

~~(903)~~Check ~~758~~the appropriate box below if the Form 8-~~3431~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~whether 12the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (b17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act: of 1934 (17 CFR §240.12b-2).

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 Par Value	FRD	Nasdaq Global Select Market

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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~Asset~~On ~~Acquisition~~September ~~from~~18, ~~Century~~2025, ~~Metals~~Friedman &Industries, ~~Supplies~~Incorporated (the “Company”) held its Annual Meeting of Shareholders. At the meeting, ~~Inc~~the shareholders voted on the election of seven directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified. The seven nominees of the Board of Directors of the Company were elected at the meeting. The number of shares voted for and withheld with respect to each of the nominees were as follows:

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.

Nominee	Shares Voted For		Shares Withheld
Michael J. Taylor		3,440,748		65,611
Michael Hanson		3,457,262		49,097
Max Reichenthal		3,381,135		125,224
Sandy Scott		2,920,869		585,490
Tim Stevenson		3,383,604		122,755
Sharon Taylor		3,407,399		98,960
Joe L. Williams		3,096,330		410,029

~~Credit~~The ~~Facility~~shareholders ~~Amendment~~also voted on the following non-binding, advisory resolution regarding the compensation of the Company’s executive officers: “Resolved, that the shareholders approve the compensation of the Company’s Named Executive Officers as disclosed in the Company’s 2025 proxy statement pursuant to the disclosure rules of the U.S. Securities and Exchange Commission (which disclosure includes the Summary Compensation Table and related discussion).” The number of shares that were voted for, voted against or abstained from voting on the approval of the non-binding, advisory resolution regarding the compensation of the Company’s executive officers are as follows:

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, 2021 (as amended to date, “A&R Credit Agreement”) to, among other things, (i) permit the Acquisition, (ii) provide that BMO Harris Bank N.A. is replaced as a lender under the A&R Credit Agreement with Wells Fargo Bank, N.A., (iii) reduce the aggregate commitments under the A&R Credit Agreement from $150 million to $125 million, (iv) provide for revolving borrowings either at prime rate plus a margin of -1.45% or adjusted Term SOFR plus a margin of 1.55%, (v) extend the maturity date to August 29, 2030, and (vi) make certain borrowing base adjustments in contemplation of the Acquisition.

	Shares
For		3,363,395
Against		82,140
Abstain		60,822

The ~~foregoing~~shareholders ~~description~~also voted on the frequency of the ~~Amendment~~advisory isvote ~~not~~of ~~complete~~the ~~and~~compensation isof ~~qualified~~the inCompany’s ~~its~~executive ~~entirety~~officers. byThe ~~reference~~number toof the ~~full~~shares ~~text~~that were voted for a frequency of ~~the~~1 ~~Amendment~~year, ~~which~~voted isfor ~~filed~~a asfrequency ~~Exhibit~~of ~~10.1~~2 toyears, ~~this~~voted ~~Current~~for ~~Report~~a frequence of 3 years or abstained from voting on ~~Form~~the ~~8-K~~frequency ~~and~~of ~~incorporated~~the ~~herein~~advisory byvote ~~reference.~~of the compensation of the Company’s executive officers are as follows:

Item 2.01 Completion of Acquisition or Disposition of Assets

	Shares
1 Year		2,960,270
2 Years		9,443
3 Years		529,211
Abstain		8,526

The ~~information~~shareholders ~~provided~~also invoted ~~Item~~to ~~1.01~~ratify the selection of ~~this~~Baker ~~Current~~Tilly ~~Report~~US, ~~under~~LLP as the ~~heading~~Company’s ~~“Asset~~independent ~~Acquisition~~registered ~~from~~public ~~Century~~accounting ~~Metals~~firm &for ~~Supplies~~the fiscal year ending March 31, ~~Inc~~2026.” isThe ~~incorporated~~number byof ~~reference~~shares tothat ~~this~~were ~~Item~~voted ~~2.01.~~for, voted against or abstained from voting on the ratification of the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026 are as follows:

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

	Shares
For		5,140,194
Against		69,423
Abstain		5,183

The ~~information~~shareholders ~~provided~~also invoted ~~Item~~on ~~1.01~~an amendment to the Company’s Articles of ~~this~~Incorporation ~~Current~~to ~~Report~~allow onshareholders ~~Form~~the ~~8-K~~ability ~~under~~to amend the ~~heading~~Company’s ~~“Credit~~Bylaws. ~~Facility~~The ~~Amendment”~~amendment isto ~~incorporated~~the byCompany’s ~~reference~~Articles ~~into~~of ~~this~~Incorporation ~~Item~~was 2not approved because the affirmative votes received were less than two-thirds of the Company’s outstanding shares entitled to vote at the meeting.~~03.~~

~~Item~~The ~~9.01~~number ~~Financial~~of ~~Statements~~the ~~and~~shares ~~Exhibits~~of Common Stock represented at the meeting that were voted for, voted against, or abstained from voting on the amendment to the Company’s Articles of Incorporation to allow shareholders the ability to amend the Company’s Bylaws are set forth below:

(d) Exhibits

	Shares
For		3,418,330
Against		81,346
Abstain		6,683

~~10.1~~The ~~Fifth~~shareholders ~~Amendment~~also voted to ~~Amended~~approve ~~and~~the ~~Restated~~Company’s ~~Credit~~2025 ~~Agreement~~Long-Term ~~and~~Incentive ~~Second~~Plan. ~~Amendment~~The tonumber ~~Security~~of ~~Amendment,~~the ~~dated~~shares ~~August~~of ~~29,~~Common ~~2025,~~Stock byrepresented ~~and~~at ~~between~~the ~~Friedman~~meeting ~~Industries~~that were voted for, ~~Incorporated~~voted against, ~~JPMorgan~~or ~~Chase~~abstained ~~Bank,~~from ~~N.A.~~voting on the approval of the Company’s 2025 Long-Term Incentive Plan are set forth below:

99.1 Press Release issued by Friedman Industries, Incorporated on September 2, 2025

	Shares
For		3,347,167
Against		142,507
Abstain		15,590

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 323, 2025

	FRIEDMAN INDUSTRIES, INCORPORATED



	By:	/s/ Alex LaRue
		Alex LaRue
		Chief Financial Officer - Secretary and Treasurer

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