Carpenter Technology Executive Completes Performance-Based Stock Award Vesting Following Board Certification

Background on the Restricted Stock Unit Award Structure

The performance-based restricted stock unit award held by Socci carried an effective grant date of August 15, 2023, and operated under a performance period that extended through June 30, 2026. This multi-year framework is typical within Carpenter Technology's stock-based compensation arrangements for executives and key employees, designed to align leadership incentives with long-term company performance. The award vesting was conditional upon the achievement of predetermined financial performance targets established at the time of the grant.

Under the terms of the Carpenter Technology Corporation Stock-Based Compensation Plan for Officers and Key Employees, such awards typically vest only upon satisfaction of specified performance conditions reviewed and approved through formal Board governance processes. The structure of performance-based equity compensation reflects the company's approach to executive retention and performance management within the materials technology and specialty alloy sector.

Board Committee Approval and Performance Verification Process

On July 14, 2026, the Audit and Finance Committee of Carpenter Technology's Board of Directors confirmed and approved the financial results that determined whether performance targets had been satisfied. The same date marked the certification by the Human Capital Management Committee affirming that the requisite performance targets had been achieved based on those approved financial results. This dual-committee validation process ensures appropriate oversight and verification before equity awards vest and shares are issued to company officers.

The disclosure states that performance achievement was confirmed through this established governance structure rather than through any special circumstances or waivers. The involvement of both the Audit/Finance Committee and the Human Capital Management Committee reflects standard corporate governance practices for executive compensation matters at publicly traded companies, providing independent verification that performance conditions were met before wealth-creation events occur for company officers.

Share Acquisition and Tax Withholding Settlement

Socci acquired a total of 2,584 shares of Carpenter Technology common stock on July 14, 2026, through settlement of the vested performance-based restricted stock unit award. Simultaneously, she disposed of 1,128 shares on the same date at a price of $576.87 per share to satisfy tax withholding obligations associated with the vesting and settlement of the award. This dual-transaction structure is customary when restricted stock units vest, as employees typically direct their employers to sell a portion of newly issued shares to cover employment tax liabilities rather than paying taxes from other sources.

The net result of the acquisition and disposition was an increase of 1,456 shares in Socci's direct beneficial ownership. Following completion of these transactions, the disclosure indicates that Socci's total direct beneficial ownership of Carpenter Technology common stock reached 11,728 shares. The filing provides no information regarding the fair market value of the award at grant, the performance metrics used, or quantitative details about how the 2,584-share award amount was calculated.

Changes in Beneficial Ownership Position

Prior to the July 14, 2026 transactions, Socci held beneficial ownership of 10,600 shares of Carpenter Technology common stock in direct form. The performance award settlement increased this position through new share issuance, while the tax withholding share sale reduced it proportionally. The net effect was a beneficial ownership increase to 11,728 shares, representing approximately a 10.7% increase in her direct shareholding resulting from the single transaction date.

All shares involved in these transactions were held in direct ownership form rather than through indirect ownership structures such as trusts, retirement accounts held in family member names, or other entities. The disclosure does not indicate any changes to Socci's derivative securities positions, such as stock options or other equity derivatives, nor does it suggest any open market purchases or sales unrelated to the performance award vesting.

Executive Compensation Context Within Carpenter Technology

Carpenter Technology Corporation is a specialty materials company focused on advanced alloys and engineered products serving aerospace, defense, medical, and industrial markets. The company employs stock-based compensation programs including performance-restricted stock units as components of executive reward structures intended to align officer interests with shareholder value creation and long-term strategic performance. Performance metrics driving such awards typically include financial measures related to profitability, operational efficiency, revenue growth, or other business objectives established by the Board.

Socci's role as Vice President of Controller and Chief Accounting Officer places her within the company's finance and accounting leadership structure responsible for financial reporting, controls, and compliance functions. Her participation in performance-based equity awards aligns with typical corporate practices for officers at her organizational level within mid-capitalization industrial companies. The disclosure does not provide detail on the specific performance metrics underlying the award or comparative data on other executive compensation awards granted during similar periods.

Regulatory Filing Implications and Officer Reporting Obligations

This disclosure was filed as a Form 4 report, which is required under Section 16(a) of the Securities Exchange Act of 1934 whenever officers, directors, or beneficial owners of more than 10% of a company's equity securities complete transactions affecting their beneficial ownership. The filing must be submitted within two business days of the transaction date. Carpenter Technology's executive officers, including those serving in controller and accounting functions, are subject to these reporting requirements as a standard element of securities law compliance for publicly traded companies.

The Form 4 disclosure provides investors and market participants with transparency regarding equity holdings and transactions by company insiders, including value-relevant information about compensation vesting outcomes and the extent to which executives maintain share ownership positions in their employers. These disclosures accumulate over time to provide patterns regarding insider confidence, compensation structure outcomes, and changes in ownership concentration among company leadership and major shareholders.

Share Price Context and Transaction Valuation

The tax withholding shares were disposed of at a price of $576.87 per share on July 14, 2026. This transaction price reflects the market valuation of Carpenter Technology common stock at the time of the withholding share sale. The disclosure does not indicate whether the share price was materially different on the date the performance award was originally granted or at intermediate points during the three-year performance period, nor does it disclose the initial grant date valuation or fair value assumptions used for accounting purposes.

Investors analyzing insider transactions should note that tax withholding share sales, while required as a practical matter, do not necessarily reflect voluntary trading decisions by officers and may not indicate personal investment conviction regarding stock valuation. The acquisition of 2,584 shares through award vesting, by contrast, represents a direct outcome of the company's compensation program and Board-approved performance achievement rather than a discretionary market transaction by the officer.

Timing and Filing Date Details

The underlying transactions occurred on July 14, 2026, with the Form 4 disclosure filed on July 16, 2026, meeting the two-business-day filing deadline required by securities regulations. The reporting person's address is listed as Carpenter Technology's corporate headquarters located at 1735 Market Street, 15th Floor, Philadelphia, Pennsylvania 19103. The disclosure was signed on behalf of Socci by James D. Dee, holding power of attorney authorization to execute the filing.

The form contains no indications of amendments or corrections to prior filings and represents an initial report of the July 14, 2026 transactions. No balances or positions in derivative securities such as options, warrants, or convertible instruments are reflected in the Form 4, suggesting that Socci's equity holdings consist primarily or entirely of common stock and the restricted stock unit awards that recently vested.

Implications for Shareholder Oversight and Compensation Structure Assessment

This transaction completion demonstrates that Carpenter Technology's performance-based equity compensation program operated according to its stated design, with Board committee certification confirming that predetermined performance targets were satisfied over the three-year vesting period. The outcome indicates that the compensation committee and finance committee executed their governance responsibilities to verify performance achievement before wealth-creation events for officers occurred. Such structured, performance-contingent approaches to executive compensation are viewed by many investors as preferable to unconditional equity grants.

The vesting of Socci's award reflects a period from August 2023 through June 2026 during which Carpenter Technology operated in a dynamic industrial and aerospace supply market environment. The actual financial performance outcomes that triggered this award vesting remain undisclosed in the Form 4, as performance metric details and specific target achievement levels are typically disclosed in the company's proxy statements and compensation discussion and analysis sections rather than in insider transaction reports. Investors seeking detailed performance metric information and compensation philosophy documentation should consult Carpenter Technology's most recent annual proxy statement or investor relations materials.