Form 4: Carpenter Technology CEO's Performance-Based Stock Award Vests, Shares Withheld for Taxes

Carpenter Technology Corporation's President and CEO, Tony R. Thene, acquired 101,422 shares of common stock from a performance-based restricted stock unit award, with 44,322 shares subsequently disposed of for tax obligations.

Summary

• Tony R. Thene, President and CEO of Carpenter Technology Corporation (CRS), acquired 101,422 shares of common stock on July 15, 2025, resulting from the vesting of a performance-based restricted stock unit award.
• The award had an effective grant date of August 15, 2022, with a performance period ending June 30, 2025.
• The financial results for the performance period were confirmed and approved by Carpenter's Audit/Finance Committee on July 15, 2025.
• The Human Capital Management Committee of Carpenter's Board of Directors certified the achievement of performance targets on July 15, 2025.
• In connection with this vesting, 44,322 shares of common stock were disposed of on July 15, 2025, at a price of $278.55 per share, to cover tax liabilities under the company's Stock-Based Compensation Plan.
• Following these transactions, Tony R. Thene directly beneficially owns 551,306 shares of common stock.
• Additionally, 5,500 shares are indirectly beneficially owned through the Thene Revocable Living Trust.

Sentiment

Score: 7

Explanation: The vesting of performance-based awards is a positive indicator of the company's achievement of its internal targets and successful executive compensation structure. The subsequent sale for tax purposes is a standard, neutral event.

Positives

• The vesting of 101,422 performance-based restricted stock units indicates that Carpenter Technology Corporation successfully met its pre-defined performance targets for the period ending June 30, 2025.
• The confirmation and certification by the Audit/Finance Committee and Human Capital Management Committee reflect robust corporate governance in assessing executive compensation.

Negatives

• A significant portion of the vested shares (44,322 shares) were immediately disposed of to cover tax obligations, which is a common practice but reduces the direct increase in the CEO's beneficial ownership from the award.

Future Outlook

The document does not provide any forward-looking statements or guidance beyond the details of the stock transaction.

Industry Context

This filing is a routine disclosure of executive compensation and stock transactions, common across publicly traded companies, and does not provide specific insights into broader industry trends or competitive dynamics.

Corporate Governance

Related Party Transactions

• 5,500 shares are indirectly held in the Thene Revocable Living Trust, where Tony R. Thene and Holly Thene serve as Trustees, indicating a related party ownership structure.

Stakeholder Impact

• Shareholders: The vesting and subsequent tax-related disposition of shares are part of the company's executive compensation plan, which can lead to minor dilution but is tied to company performance.
• Employees: The CEO's compensation structure, including performance-based awards, aligns executive incentives with company performance, potentially benefiting all employees through a stronger company.
• Management: Tony R. Thene directly benefits from the successful vesting of his performance-based award, reflecting achievement of his performance goals.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Executive Compensation, Stock Award, Performance Units, Restricted Stock Units, Carpenter Technology Corporation, CRS, CEO Stock, Beneficial Ownership