CRS: Director awards 557 RSUs and 304 options at $256.27 strike

Rhea-AI Filing Summary

Carpenter Technology Corporation director Stephen M. Ward Jr. reported awards and option grants dated 10/07/2025. He was granted 557 Director Stock Units that convert to common stock on a one-for-one basis and are payable upon separation of service or a specified date/event. He was also granted a Director Stock Option to buy 304 shares at a $256.27 exercise price, exercisable beginning 10/07/2026 and expiring 10/07/2035. Following these grants, the form shows 77,094.1065 shares beneficially owned by the reporting person (direct ownership).

Positive

• 557 Director Stock Units granted that convert 1-for-1 to common stock, strengthening alignment with shareholders
• 304 stock option grant with a long expiration (10/07/2035), supporting director retention
• Dividend equivalents included on RSUs, adding incremental pre-conversion economic value

Negative

• Option strike price of $256.27 may be out-of-the-money initially depending on market price
• RSU payout tied to separation or specified future event, delaying actual share ownership and liquidity

Insights

Compensation Analyst

Director received typical equity compensation: RSUs plus a time‑vested option.

These awards combine restricted stock units that convert 1:1 to shares and a stock option with a $256.27 strike, aligning the director's incentives with shareholder value over a multi‑year horizon. The option is exercisable starting 10/07/2026 and expires 10/07/2035, creating a long-duration retention/ownership incentive.

The arrangements are standard for non‑employee directors and carry execution risk tied to future share price relative to the $256.27 strike; monitor option exercise windows and any disclosure of vesting schedules or separation triggers within the next 12–36 months for material vesting events.

Corporate Governance Specialist

Award structure suggests retention focus and dividend-equivalent accruals on RSUs.

The RSUs are payable on separation or a specified date and include dividend equivalents, which modestly increases the economic value before conversion to common stock. Reporting lists the post‑transaction beneficial ownership as 77,094.1065 shares (direct), reflecting existing holdings plus these grants.

Key governance items to note are the timing of payout and any acceleration clauses; expect related disclosures in proxy materials or subsequent Section 16 filings if vesting or payout events occur within 2026–2028.

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^*

WARD JR STEPHEN M

(Last) (First) (Middle)

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)	77,094.1065(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 the Form 4 filed for Stephen M. Ward Jr.?

The Form 4 reports grants dated 10/07/2025 of 557 Director Stock Units and a 304-share stock option at a $256.27 exercise price, with post‑transaction beneficial ownership shown as 77,094.1065 shares.

When does the option granted to the director become exercisable and when does it expire?

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

How do the Director Stock Units (RSUs) vest or pay out?

The RSUs convert 1-for-1 to common stock and are payable upon the later of separation of service or a specified date/event; they also include dividend equivalents.

Does the Form 4 indicate direct or indirect ownership after the grants?

The reporting person’s ownership following the transactions is reported as 77,094.1065 shares and is listed as direct ownership.

Are these awards typical for non-employee directors at Carpenter Technology?

Yes; the grants are described as issued under the Carpenter Technology Stock-Based Compensation Plan for Non-Employee Directors, a standard practice for director compensation.