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

Rhea-AI Filing Summary

Ramin Younessi, a director of Carpenter Technology Corporation (CRS), received equity awards on 10/07/2025 under the companys non-employee director plan. The filing shows 557 Director Stock Units (convertible 1-for-1 into common shares and payable upon separation or a specified date/event) and an award of 304 stock options with an exercise price of $256.27, exercisable beginning 10/07/2026 and expiring 10/07/2035. After these grants the reporting persons beneficial ownership is reported as 10,666.8 shares (including dividend equivalents). The RSUs include dividend equivalents and both awards were issued as standard director compensation.

Positive

• Director compensation is equity-based, aligning interests with shareholders
• RSUs include dividend equivalents, preserving value until payout
• Options vesting starts in 10/07/2026, supporting director retention

Negative

• Grants create potential dilution as RSUs convert 1-for-1 into common shares
• Future cashless impact depends on option exercise economics through 10/07/2035

Insights

Corporate Governance Analyst

Board compensation aligned with shareholder pay framework.

The awards reflect routine director compensation: 557 restricted stock units payable on separation or a set date and a 304-option grant under the non-employee director plan. Such grants are commonly used to align independent directors interests with long-term shareholder value.

Timing and structure lower immediate liquidity pressure because RSUs vest/pay later and options have a multi-year exercise window through 10/07/2035. Monitor aggregate outstanding director awards relative to total share count if dilution is a concern over the next 1-3 years.

Compensation Analyst

Mix of RSUs and options balances near-term retention with long-term upside.

The RSUs convert 1-for-1 to common stock and include dividend equivalents, creating a predictable equity payout on separation or a specified event. The option grant uses an exercise price of $256.27 and becomes exercisable on 10/07/2026, encouraging multi-year retention.

Key items to watch are the vesting/payment schedule for the RSUs and the option exercise spread relative to market over the option term to 10/07/2035, which will determine eventual dilution and real compensation cost.

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^*

Younessi Ramin

(Last) (First) (Middle)

C/O CARPENTER TECHNOLOGY CORPORATION

1735 MARKET STREET, 15TH FLOOR

(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)	10,666.8(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 Ramin Younessi?

The Form 4 reports that Ramin Younessi received 557 Director Stock Units and was granted 304 stock options on 10/07/2025.

When do the options granted to the director become exercisable and when do they expire?

The options become exercisable on 10/07/2026 and expire on 10/07/2035.

What is the exercise price of the stock options reported for CRS director?

The reported exercise price is $256.27 per share.

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

The filing reports 10,666.8 shares beneficially owned following the reported transactions, which includes dividend equivalents.

Are the Director Stock Units immediately payable to the director?

No. The Director Stock Units convert 1-for-1 to common stock and are payable upon the later of separation of service or a specified date or event.