Kennametal Inc. Announces Pricing Terms of Cash Tender Offer for Debt Securities

Rhea-AI Summary

Kennametal (NYSE: KMT) announced pricing terms for its cash tender offer to purchase any and all of its outstanding 4.625% Senior Notes due 2028, with $300 million aggregate principal outstanding.

The tender offer consideration is $1,004.55 per $1,000 principal, plus accrued interest, based on a 4.061% reference yield and 30 bps spread. The offer expires at 5:00 p.m. New York City time on May 26, 2026, with settlement expected on May 29, 2026.

Positive

• Ability to retire up to $300 million of 4.625% notes
• Tender offer price of $1,004.55 per $1,000 principal plus accrued interest

Negative

• None.

News Market Reaction – KMT

+2.38%

28 alerts

+2.38% Session close to close

$2.82B Market Cap

0.7x Rel. Volume

In the May 26 session, KMT gained 2.38%, reflecting a moderate positive market reaction. Our momentum scanner triggered 28 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details final pricing terms for Kennametal’s cash tender offer for its $300 millio...

Analysis

This announcement details final pricing terms for Kennametal’s cash tender offer for its $300 million 4.625% Senior Notes due 2028, including the reference Treasury, 30-basis-point spread and $1,004.55 consideration per $1,000 of principal. It follows earlier disclosures and a new 2036 notes offering. Investors may track completion of the tender, the resulting debt mix, and how this interacts with recently raised guidance and ongoing dividend payments of $0.20 per share.

Key Figures

Coupon rate: 4.625% 2028 Notes principal: $300,000,000 Reference U.S. Treasury: 3.875% +5 more

8 metrics

Coupon rate 4.625% Senior Notes due 2028

2028 Notes principal $300,000,000 Aggregate principal amount outstanding

Reference U.S. Treasury 3.875% U.S. Treasury due March 15, 2028

Reference Yield 4.061% Determined at 2:00 p.m. NY time, May 26, 2026

Fixed spread 30 basis points Spread over Reference Yield for tender pricing

Tender consideration $1,004.55 Per $1,000 principal amount of 2028 Notes

Tender expiration time 5:00 p.m. NY time, May 26, 2026 Deadline to tender or use guaranteed delivery

Expected settlement date May 29, 2026 Settlement for notes validly tendered and accepted

Historical Context

5 past events · Latest: May 19 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 19	Debt offering & tender	Neutral	-1.0%	Announced new senior notes and cash tender offer for 2028 notes.
May 18	Conference participation	Neutral	+0.8%	Planned attendance at KeyBanc Industrials & Basic Materials conference.
May 06	Earnings beat & outlook	Positive	+15.4%	Reported strong Q3 2026 results and raised full-year sales and EPS guidance.
Apr 15	Earnings call notice	Neutral	-2.8%	Scheduled Q3 2026 earnings call and webcast details for investors.
Mar 09	Recognition award	Neutral	+2.8%	Announced a company executive’s 2026 STEP Ahead Award recognition.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Positive fundamental news like the recent earnings beat drew a strong upside reaction, while other corporate or capital markets updates typically saw modest, mixed moves.

Recent Company History

Over recent months, Kennametal reported stronger fundamentals, including fiscal Q3 2026 results with higher sales, operating income and raised full-year guidance on May 6. The company later launched a public senior notes offering and concurrent cash tender offer for its $300 million 4.625% 2028 notes on May 19. Today’s announcement sets the final pricing terms for that tender, following through on the previously disclosed liability management strategy.

Key Terms

senior notes, tender offer, reference yield, basis points, +1 more

5 terms

senior notes financial

"to purchase any and all of its outstanding 4.625% Senior Notes due 2028"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

tender offer financial

"previously announced cash tender offer (the "Tender Offer") to purchase any and all"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

reference yield financial

"over the yield (the "Reference Yield") based on the bid-side price"

The reference yield is the standard rate of return on a debt security, like a government bond, that investors expect to earn if they buy it at its current price. It acts like a benchmark, helping investors compare different bonds and decide if they are worth buying, much like checking the interest rate on a savings account to see how much you will earn over time.

basis points financial

"Fixed Spread (basis points ) | Tender Offer Consideration"

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

cusip financial

"Title of Security | CUSIP (1) | Aggregate Principal Amount Outstanding"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

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PITTSBURGH, May 26, 2026 /PRNewswire/ -- Kennametal Inc. (NYSE: KMT) (the "Company") today announced the pricing terms of its previously announced cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 4.625% Senior Notes due 2028 (the "2028 Notes"). All other terms and conditions of the Tender Offer remain unchanged and are described in the Offer to Purchase, dated May 19, 2026 (the "Offer to Purchase"). Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.

The consideration to be paid in the Tender Offer for the 2028 Notes accepted for purchase was determined by reference to the fixed spread specified for the 2028 Notes over the yield (the "Reference Yield") based on the bid-side price of the U.S. Treasury Securities set forth in the table below (the "Tender Offer Consideration"). The Reference Yield listed in the table below were determined (pursuant to the Offer to Purchase) at 2:00 p.m., New York City time, today, May 26, 2026, by the Lead Dealer Manager.

The following table sets forth the pricing information for the Tender Offer:

Title of Security	CUSIP(1)	Aggregate Principal Amount Outstanding	Reference U.S. Treasury Security	Reference Yield	Fixed Spread (basis points)	Tender Offer Consideration(2)
4.625% Senior Notes due 2028	489170AE0	$300,000,000	3.875% U.S. Treasury due March 15, 2028	4.061 %	30	$1,004.55

1. No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this news release or printed on the 2028 Notes. They are provided solely for the convenience of Holders of the 2028 Notes.
2. Payable for each $1,000 principal amount of Notes validly tendered at or prior to the Expiration Time (as defined below) and accepted for purchase by the Corporation. In addition, Holders whose Notes are accepted will also receive interest on such Notes accrued to the Settlement Date (as defined below).

The Tender Offer will expire at 5:00 p.m., New York City time, on May 26, 2026, unless extended (such date and time, as the same may be extended, the "Expiration Time") or earlier terminated. In order to receive the Tender Offer Consideration, Holders of 2028 Notes must validly tender and not validly withdraw their 2028 Notes (or comply with the procedures for guaranteed delivery) prior to the Expiration Time.

Subject to satisfaction of the conditions to the Tender Offer, settlement for all Notes validly tendered pursuant to the Tender Offer prior to the Expiration Time or pursuant to a Notice of Guaranteed Delivery is expected to be on May 29, 2026 (the "Settlement Date").

BofA Securities is the Lead Dealer Manager for the Tender Offer. Global Bondholder Services Corporation is the Tender and Information Agent. Persons with questions regarding the Tender Offer should contact BofA Securities at (888) 292-0070 (toll-free) or (980) 388-0539 (collect) or debt_advisory@bofa.com. Questions regarding the tendering of 2028 Notes and requests for copies of the Offer to Purchase and Notice of Guaranteed Delivery and related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or (855) 654-2015 (all others, toll-free) or email contact@gbsc-usa.com. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: https://gbsc-usa.com/kennametal/.

This news release is neither an offer to purchase nor a solicitation of an offer to sell the 2028 Notes. The Tender Offer is made only by the Offer to Purchase and Notice of Guaranteed Delivery and the information in this news release is qualified by reference to the Offer to Purchase dated May 19, 2026. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Company, the Company's Board of Directors, the Lead Dealer Manager, the Tender and Information Agent or the trustees with respect to any 2028 Notes is making any recommendation as to whether Holders should tender any 2028 Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their 2028 Notes, and, if so, the principal amount of 2028 Notes to tender.

About Kennametal

With over 85 years as an industrial technology leader, Kennametal Inc. delivers productivity to customers through materials science, tooling and wear-resistant solutions. Customers across aerospace and defense, earthworks, energy, general engineering and transportation turn to Kennametal to help them manufacture with precision and efficiency. Every day approximately 8,100 employees are helping customers in nearly 100 countries stay competitive. Kennametal generated $2 billion in revenues in fiscal 2025. Learn more at www.kennametal.com. Follow @Kennametal: Instagram, Facebook, LinkedIn and YouTube.

Kennametal Inc. was founded based on a tungsten carbide technology breakthrough in 1938 and was incorporated in Pennsylvania in 1943 as a manufacturer of tungsten carbide metal cutting tooling. In 1967, it was listed on the New York Stock Exchange (NYSE).

The Company's core expertise includes the development and application of tungsten carbides, ceramics, super-hard materials and solutions used in metal cutting and extreme wear applications to keep customers up and running longer against conditions such as corrosion and high temperatures. We bring together material science, technical expertise, innovation and customer service in a way that allows us to anticipate customers' needs and help them overcome problems and achieve their manufacturing objectives.

Our standard and custom product offering spans metal cutting and wear applications including turning, milling, hole making, tooling systems and services, as well as specialized wear components and metallurgical powders. End users of the Company's metal cutting products include manufacturers engaged in a diverse array of industries including: transportation vehicles and components, machine tools and light and heavy machinery; airframe and aerospace components; and energy-related components for the oil and gas industry, as well as power generation. The Company's wear and metallurgical powders are used by producers and suppliers in equipment-intensive operations such as road construction, mining, quarrying, oil and gas exploration, refining, production and supply, and for aerospace and defense.

Our principal executive offices are located at 525 William Penn Place Suite 3300, Pittsburgh, Pennsylvania 15219, and our telephone number is (412) 248-8000.

Cautionary Statement Regarding Forward-Looking Statements

The following is a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts, including those regarding the Tender Offer and the timing and outcome thereof, are "forward-looking statements" that involve certain risks and uncertainties that could cause actual outcomes and results to materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, general market conditions and other financial, operational and legal risks and uncertainties detailed from time to time in the Company's SEC filings. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

View original content:https://www.prnewswire.com/news-releases/kennametal-inc-announces-pricing-terms-of-cash-tender-offer-for-debt-securities-302782230.html

SOURCE Kennametal Inc.

FAQ

What are the pricing terms of Kennametal (KMT) cash tender offer for 4.625% Senior Notes due 2028?

Kennametal set the tender offer consideration at $1,004.55 per $1,000 principal, plus accrued interest. According to Kennametal, pricing reflects a 4.061% reference yield and a fixed spread of 30 basis points over the 3.875% U.S. Treasury due March 15, 2028.

When does the Kennametal (KMT) cash tender offer for 2028 notes expire and settle?

The tender offer expires at 5:00 p.m. New York City time on May 26, 2026. According to Kennametal, settlement for notes validly tendered or delivered by guaranteed delivery procedures is expected on May 29, 2026, subject to satisfaction of offer conditions.

How much principal of Kennametal 4.625% Senior Notes due 2028 is eligible in the cash tender offer?

Kennametal is offering to purchase any and all of its 4.625% Senior Notes due 2028, with $300,000,000 aggregate principal outstanding. According to Kennametal, all validly tendered notes may be bought, subject to the tender offer terms and conditions.

What must holders do to participate in Kennametal (KMT) tender offer for the 2028 notes?

Holders must validly tender and not withdraw their 2028 notes, or use guaranteed delivery procedures, before the expiration time. According to Kennametal, accepted holders receive the tender offer consideration plus accrued interest to the settlement date, subject to offer conditions.

Which reference U.S. Treasury security and yield are used for Kennametal (KMT) 2028 notes tender offer pricing?

Pricing uses the 3.875% U.S. Treasury due March 15, 2028 as the reference security. According to Kennametal, the reference yield was determined at 4.061%, with a fixed spread of 30 basis points to calculate the tender offer consideration.

Who are the dealer manager and tender agent for the Kennametal (KMT) cash tender offer?

BofA Securities is the lead dealer manager, and Global Bondholder Services Corporation acts as tender and information agent. According to Kennametal, investors can contact these firms for questions, tendering assistance, and to obtain the Offer to Purchase and related documents.