Carpenter Technology director awarded 557 RSUs; 304‑share option set at $256.27

Rhea-AI Filing Summary

Carpenter Technology director Charles D. McLane Jr. received equity awards on 10/07/2025. The filing shows 557 director stock units that convert on a one-for-one basis to common stock and are payable upon the later of separation of service or a specified date/event. The report also shows a granted option to purchase 304 shares at an exercise price of $256.27, exercisable beginning 10/07/2026 and expiring 10/07/2035. Following these reported transactions the filing lists beneficial ownership figures of 557 common shares from the units and 304 shares underlying the option.

Positive

• Alignment with shareholders: grants combine RSUs and an option, tying director compensation to long‑term stock performance
• Retention focus: RSUs are payable upon separation or specified event, supporting director retention
• Clear option terms: option shows exercise price of $256.27, exercisable from 10/07/2026 to 10/07/2035

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received standard non‑employee director equity awards that align pay with shareholder value.

These awards consist of restricted stock units that convert 1:1 to common shares and a stock option with a specified exercise price of $256.27. Director RSUs payable on termination or a fixed event are typical for non‑employee director compensation.

The principal dependency is service tenure and the option vesting/exercise window starting 10/07/2026; monitor grant schedules and any subsequent sales reported under Section 16 for near‑term share changes.

Compensation Analyst

TL;DR: Award mix (RSUs plus mid‑term option) balances retention and upside participation.

The 557 RSUs provide deferred equity value payable after service conditions, while the 304‑share option at $256.27 offers upside only if share price exceeds that strike before 10/07/2035. This combination is commonly used to retain directors and align incentives.

Watch for the company’s grant timing and any additional disclosures of vesting schedules or aggregate director compensation in next proxy statement for context on materiality.

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
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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^*

MCLANE CHARLES DOUGLAS JR

(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)	25,005.29	D
Director Stock Option (Right to Buy)	$256.27	10/07/2025		A		304		10/07/2026	10/07/2035	Common Stock	304	(4)	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. 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 equity awards did Carpenter Technology director Charles D. McLane Jr. receive (CRS)?

The filing reports 557 director stock units (RSUs) and an option to purchase 304 shares at an exercise price of $256.27.

When are the option and RSUs dated and when do they become exercisable or payable?

Both awards are dated 10/07/2025; the option is exercisable beginning 10/07/2026 and expires 10/07/2035; RSUs are payable upon the later of separation of service or a specified date/event.

How many shares will the RSUs convert into for CRS insider holdings?

The RSUs convert to common stock on a 1‑for‑1 basis, shown as 557 common shares following the reported transaction.

What is the reported beneficial ownership following the transactions?

The filing lists 557 common shares from the RSUs and 304 shares underlying the granted option as beneficially owned following the reported transactions.

Are these awards part of a named plan?

Yes; the RSUs and option were granted under the Carpenter Technology Corporation Stock‑Based Compensation Plan for Non‑Employee Directors.

Who signed the Form 4 on behalf of the reporting person and when?

The form is signed by James D. Dee/POA on 10/09/2025.