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Carpenter Technology (CRS) Grants 557 RSUs; 304-Share Option at $256.27

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Carpenter Technology Corporation (CRS) reported grants to director Viola L. Acoff consisting of 557 Director Stock Units that convert 1-for-1 into common shares and an option to purchase 304 shares at an exercise price of $256.27. The stock units are payable upon the later of separation of service or a specified date/event and include previously unreported dividend equivalents, bringing the reporting person’s direct beneficial ownership of common stock to 21,703.25 shares after the grants. The option is exercisable beginning 10/07/2026 and expires 10/07/2035. The transactions were reported on 10/09/2025 with an earliest transaction date of 10/07/2025.

Positive

  • 557 Director Stock Units granted to the director increases alignment with shareholders
  • Includes dividend equivalents, enhancing economic alignment prior to conversion
  • Option exercisable starting 10/07/2026 provides long-term incentive tied to stock performance

Negative

  • Potential dilution of common shares if 557 RSUs convert and the 304-share option is exercised
  • RSUs payable upon separation delay share delivery, creating uncertainty on timing of ownership change

Insights

Director grants align with standard non-employee director compensation; timing and amounts are routine.

Director Viola L. Acoff received 557 restricted stock units and a stock option for 304 shares, which reflects typical equity-based pay for non-employee board service under the company's plan. The units convert 1-for-1 to common shares and include dividend equivalents, increasing direct beneficial ownership to 21,703.25 shares.

These grants create typical alignment between the director and shareholders but also introduce potential dilution when converted or exercised. Monitor vesting/payment conditions tied to separation of service and the option exercisability date of 10/07/2026 as near-term governance milestones.

Grants combine immediate equity exposure via RSUs and longer-term upside via an option priced at $256.27.

The 557 Director Stock Units are payable later and include dividend equivalents, which modestly increases the director's economic stake without immediate share transfer. The option for 304 shares becomes exercisable 10/07/2026 and expires 10/07/2035, offering potential future upside if market price exceeds the $256.27 strike.

From a compensation-cost perspective, treat the grants as standard non-cash director pay; investors may watch aggregate director holdings and potential dilution if options are exercised within the 20262035 window.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ACOFF VIOLA L

(Last) (First) (Middle)
C/O CARPENTER TECHNOLOGY CORPORATION
1735 MARKET STREET, 15TH FL

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CARPENTER TECHNOLOGY CORP [ CRS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Units (1) 10/07/2025 A 557 (2) (2) Common Stock 557 (3) 21,703.25(4) D
Director Stock Option (Right to Buy) $256.27 10/07/2025 A 304 10/07/2026 10/07/2035 Common Stock 304 (5) 304 D
Explanation of Responses:
1. Converts to common stock on a 1-for-1 basis
2. Payable upon the later of separation of service or a specified date or event.
3. The reporting person was granted restricted stock units under the Carpenter Technology Corporation Stock-Based Compensation Plan for Non-Employee Directors.
4. Includes dividend equivalents not previously reported.
5. The reporting person was granted an option to purchase stock under the Carpenter Technology Corporation Stock Based Compensation Plan for Non-Employee Directors.
James D. Dee/POA 10/09/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Carpenter Technology (CRS) report on Form 4 for Viola L. Acoff?

The filing shows grants of 557 Director Stock Units (convertible 1-for-1) and a stock option to buy 304 shares at $256.27.

When are the grants dated and reported for CRS Form 4?

The earliest transaction date is 10/07/2025 and the Form 4 was signed/reported on 10/09/2025.

When does the option become exercisable and when does it expire?

The option becomes exercisable on 10/07/2026 and expires on 10/07/2035.

How many shares does the reporting person beneficially own after these grants?

The filing reports beneficial ownership of 21,703.25 shares following the reported transactions.

Are dividend equivalents included with the director stock units?

Yes, the filing states the amount includes dividend equivalents not previously reported.
Carpenter Technology Corp

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