Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Retirement of James D. Dee On October 12, 2026, James D.…
Filed Oct 15, 2026Accepted Oct 15, 2026, 4:41 PM EDTCIK 17843Accession 0000017843-26-000040
Carpenter Technology Corporation is a recognized leader in high-performance specialty alloy materials and process solutions for critical applications in the aerospace and defense, medical, transportation, energy, and industrial and consumer markets. Founded in 1889, Carpenter Technology has evolved to become a pioneer in premium specialty alloys including nickel, cobalt, and titanium and material process capabilities that solve our customers’ current and future material challenges. More information about Carpenter Technology can be found at www.carpentertechnology.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of James D. Dee
On October 12, 2026, James D. Dee, Senior Vice President, General Counsel and Secretary of Carpenter Technology Corporation (the “Company”), notified the Company of his decision to retire, effective December 31, 2026 (the “Retirement Date”). Mr. Dee will remain employed by the Company in his role as Senior Vice President, General Counsel and Secretary through the Retirement Date to support an orderly transition. Mr. Dee’s decision to retire was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Jed S. Freeman
The Board of Directors of the Company has appointed Jed S. Freeman, the Company’s current Deputy General Counsel, to the position of Vice President, General Counsel and Secretary of the Company, effective January 1, 2027, following Mr. Dee’s retirement.
Mr. Freeman joined the Company in 2007 and currently serves as Deputy General Counsel, where he has responsibility for a broad range of legal, regulatory, compliance, real estate and employment matters. Prior to joining the Company, Mr. Freeman was a litigation attorney for over fourteen years, where he litigated actions involving complex commercial, employment, workers’ compensation and other civil law matters. Mr. Freeman earned an undergraduate degree from Rutgers University and a Juris Doctor degree from Saint Louis University School of Law.
Mr. Freeman does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Freeman and any other persons pursuant to which Mr. Freeman was selected to his position. Neither Mr. Freeman nor any related person of Mr. Freeman has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 – Regulation FD Disclosure.
A copy of the press release announcing the retirement of Mr. Dee and appointment of Mr. Freeman is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 and in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.