CRS Form 4: Director Awarded 557 RSUs; 304-Share Option at $256.27

Rhea-AI Filing Summary

Carpenter Technology Corporation (CRS) reported insider awards for a non-employee director. On 10/07/2025, the director was granted 557 restricted stock units (RSUs) that convert 1-for-1 into common shares and an option for 304 shares with an exercise price of $256.27 per share. The RSUs are payable upon the later of separation of service or a specified date/event and include dividend equivalents. The option becomes exercisable on 10/07/2026 and expires on 10/07/2035557 RSUs and an option covering 304 shares.

Positive

• Director alignment via equity: 557 RSUs and a 304-share option strengthen pay-for-performance alignment
• Standard vesting and exercise schedule: Option exercisable 10/07/2026 with long expiry (10/07/2035), enabling long-term alignment

Negative

• Potential dilution: 557 shares from RSUs plus 304 shares if option exercised will increase share count
• Exercise price set at $256.27 could be dilutive only if market price exceeds this level

Insights

Compensation Analyst

Director received equity-based compensation: 557 RSUs and a 304-share option.

These grants follow typical non-employee director compensation: restricted stock units that convert 1-for-1 into common shares and a stock option priced at $256.27. The RSUs vest/payable on separation or a specified event, aligning pay with continued service.

Primary dependencies are continued board service and the time-to-exercise schedule (10/07/2026 exercisable; 10/07/2035 expiry). Watch for any future exercises or additional grants in the next 12 months that could modestly increase share count.

Investor Relations Specialist

Grants are routine governance disclosures with limited immediate dilution.

The awarded 557 RSUs and 304-option are equity compensation that will dilute shareholders only if/when RSUs convert or options are exercised. The option strike of $256.27 sets a threshold for future dilution based on market price relative to that strike.

Near-term monitoring should focus on whether the RSUs are settled and any option exercises within the next 12–24 months, which would convert these instruments into outstanding common shares.

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

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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^*

Pritchett Colleen

(Last) (First) (Middle)

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)	4,245.98(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.
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FAQ

What did the Carpenter Technology (CRS) Form 4 disclose on 10/07/2025?

It disclosed grants to a non-employee director of 557 restricted stock units and an option covering 304 shares with an exercise price of $256.27.

When do the RSUs from the CRS Form 4 convert to common stock?

The RSUs convert on a 1-for-1 basis and are payable upon the later of separation of service or a specified date/event.

What are the exercisability and expiration dates for the option reported by CRS?

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

How much dilution could these grants create for CRS shareholders?

If fully settled and exercised, the grants would result in 861 additional shares (557 RSUs plus 304 option shares).

What is the exercise price for the option reported in the CRS Form 4?

The option's exercise price is $256.27 per share.