Vice President Keating Michelle R was granted 10,725 shares, increasing direct ownership by 34% to 42,268 units (SEC Form 4)
$KMT
Industrial Machinery/Components
Industrials
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KENNAMETAL INC [ KMT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 07/28/2025 | A | 2,102(1) | A | $0 | 33,644.72(5) | D | |||
| Common Stock | 07/28/2025 | A | 3,592(2) | A | $0 | 37,236.72(5) | D | |||
| Common Stock | 07/28/2025 | A | 2,251(3) | A | $0 | 39,487.72(5) | D | |||
| Common Stock | 07/28/2025 | A | 2,780(4) | A | $0 | 42,267.72(5) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Represents 2,102 performance stock units deemed to have been earned by the Compensation and Human Capital Committee, the Committee, on July 28, 2025 with respect to the third tranche of the Performance Unit Award relating to adjusted ROIC granted to the reporting person on August 15, 2022, the 2022 Performance Unit Award, under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted ROIC payout multiple at 81.1% for such tranche of the 2022 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2025 |
| 2. Represents 3,592 performance stock units deemed to have been earned by the Committee on July 28, 2025, with respect to the tranche of the 2022 Performance Unit Award relating to adjusted EBITDA margin, under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted EBITDA margin payout at 92.4% for such tranche of the 2022 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2025 |
| 3. Represents 2,251 performance stock units deemed to have been earned by the Committee on July 28, 2025, with respect to the second tranche of the Performance Unit Award relating to adjusted ROIC granted to the reporting person on August 15, 2023, the 2023 Performance Unit Award, under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted ROIC payout multiple at 81.1% for such tranche of the 2023 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2026 |
| 4. Represents 2,780 performance stock units deemed to have been earned by the Committee on July 28, 2025, with respect to the first tranche of the Performance Unit Award relating to adjusted ROIC granted to the reporting person on August 15, 2024, the 2024 Performance Unit Award, under the Kennametal Inc. 2024 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted ROIC payout at 81.1% for such tranche of the 2024 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2027 |
| 5. Includes 74.27 shares held in the Kennametal Inc. 401(k) Plan |
| Michelle R. Keating | 07/30/2025 | |
| ** 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. | ||