Kennametal Inc. Announces Public Offering of Senior Notes and Cash Tender Offer for Debt Securities

(Moderate)

(Neutral)

Rhea-AI Summary

Kennametal (NYSE: KMT) launched an underwritten public offering of senior notes and a concurrent cash tender offer for any and all of its $300 million 4.625% senior notes due 2028. The tender offer expires at 5:00 p.m. ET on May 26, 2026 and pricing will reference a 3.875% U.S. Treasury due March 15, 2028 plus a 30 bps fixed spread.

Settlement is expected on May 29, 2026. Proceeds from the new notes will primarily fund repurchases, with any remainder for general corporate purposes.

Positive

Tender offer targets up to $300 million 4.625% senior notes due 2028
New senior notes offering intended to fund tender offer and refinance existing debt
Clear tender timeline with expiration on May 26, 2026 and expected settlement May 29, 2026

Negative

Size and pricing of new senior notes not disclosed, creating capital cost uncertainty
Tender offer completion conditioned on sufficient proceeds from the new notes offering

News Market Reaction – KMT

-0.97%

-0.97% Session close to close

In the May 19 session, KMT declined 0.97%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details an underwritten senior notes offering alongside a cash tender offer for $3...

Analysis

This announcement details an underwritten senior notes offering alongside a cash tender offer for $300,000,000 of 4.625% Senior Notes due 2028, with pricing based on a 30 basis point spread over a 3.875% U.S. Treasury due 2028. It follows strong Q3 results, including $593M in sales and a raised outlook. Investors may monitor final deal size, pricing on the new notes, tender participation by 2028 Note holders, and how these moves interact with Kennametal’s broader capital allocation priorities.

Key Figures

Aggregate principal 2028 Notes: $300,000,000 Coupon rate 2028 Notes: 4.625% Reference U.S. Treasury: 3.875% due March 15, 2028 +5 more

8 metrics

Aggregate principal 2028 Notes $300,000,000 4.625% Senior Notes due 2028 outstanding, targeted in Tender Offer

Coupon rate 2028 Notes 4.625% Senior Notes due 2028 subject to cash Tender Offer

Reference U.S. Treasury 3.875% due March 15, 2028 Benchmark for pricing Tender Offer consideration

Fixed spread 30 basis points Spread over reference Treasury to determine Tender Offer price

Tender Offer expiration 5:00 p.m. May 26, 2026 Deadline to tender 2028 Notes to receive consideration

Price determination time 2:00 p.m. May 26, 2026 Time Lead Dealer Manager will set Tender Offer consideration

Expected settlement date May 29, 2026 Planned cash payment date for purchased 2028 Notes

Notes tender condition Sufficient gross proceeds Tender Offer conditioned on proceeds from concurrent Notes Offering

Historical Context

5 past events · Latest: May 06 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 06	Earnings results	Positive	+15.4%	Strong Q3 results and raised full-year sales and EPS outlook.
Apr 15	Earnings call notice	Neutral	-2.8%	Announcement of timing and hosts for Q3 earnings call.
Mar 09	Award recognition	Positive	+2.8%	Executive honored with 2026 STEP Ahead Award in manufacturing.
Feb 24	Customer program launch	Positive	+2.7%	Launch of global 'Machinist of the Year' program for key customers.
Feb 24	Conference attendance	Neutral	+2.7%	Planned participation in J.P. Morgan Industrials Conference.

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

Pattern Detected

Recent operational and corporate news has often coincided with positive price moves, while neutral announcements show mixed reactions.

Recent Company History

Over the last few months, Kennametal reported strong fiscal 2026 Q3 results with sales of $593M, operating income of $79M and EPS of $0.75, and raised full‑year sales and adjusted EPS outlook to $2.33–$2.35B and $3.75–$4.00. Those earnings drove a +15.36% move. Other items, like conference participation, awards, and customer recognition programs, produced smaller, mixed reactions between about -2.78% and +2.8%. Against this backdrop, the new notes offering and tender offer fit into a pattern of active capital and investor‑relations management following stronger fundamentals.

Key Terms

senior notes, cash tender offer, reference u.s. treasury security, fixed spread, +4 more

8 terms

senior notes financial

"it has commenced an underwritten public offering of senior notes (the "Notes Offering")"

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.

cash tender offer financial

"it has commenced a cash tender oﬀer (the "Tender Oﬀer") to purchase any and all"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

reference u.s. treasury security financial

"Reference U.S. Treasury Security | Fixed Spread (basis points)"

A reference U.S. Treasury security is a specific government bond or bill used as the standard benchmark for pricing and comparing other investments. Investors treat it like a yardstick for the “risk-free” interest rate, so its yield influences borrowing costs, bond prices and the extra return demanded for riskier assets; think of it as the baseline price everyone uses to judge other financial deals.

fixed spread financial

"Fixed Spread (basis points) | Bloomberg Reference Page"

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

offer to purchase regulatory

"terms and conditions of the Tender Oﬀer are described in an Oﬀer to Purchase dated May 19, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

guaranteed delivery regulatory

"must validly tender and not validly withdraw their 2028 Notes (or comply with the procedures for guaranteed delivery)"

Guaranteed delivery is a promise in securities transactions that a buyer or seller will receive the agreed shares or cash even if paperwork, payment, or regulatory clearances are not completed at the moment the deal is announced. Think of it as a short-term IOU that lets a trade settle on schedule while the missing pieces are finalized; for investors it reduces the risk of a failed transaction and keeps offerings or block trades from being delayed or canceled.

prospectus supplement regulatory

"The Notes Offering is being made solely by means of a prospectus supplement and accompanying prospectus."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

change of control offer financial

"terms, including interest payable semi-annually, optional redemption mechanics and a Change of Control Offer."

A change of control offer is a proposal made to shareholders or debt holders when a company is being taken over or its ownership is shifting, giving them the chance to sell their holdings or have contracts adjusted at a specified price or on specified terms. It matters to investors because it can provide a guaranteed exit, a cash premium, or altered rights—similar to being offered a set buyout price when a neighbor sells a shared property, and it can materially affect the value and future income from their investment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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05/19/2026 - 09:15 AM

PITTSBURGH, May 19, 2026 /PRNewswire/ -- Kennametal Inc. (NYSE: KMT) (the "Company") today announced that it has commenced an underwritten public offering of senior notes (the "Notes Offering"). The exact amount and terms of the Notes Offering will depend upon market conditions and other factors. The Company also announced that concurrent with the Notes Offering it has commenced a cash tender oﬀer (the "Tender Oﬀer") to purchase any and all of the outstanding notes listed in the table below (the "2028 Notes").

Title of Security	CUSIP¹	Aggregate Principal Amount Outstanding	Reference U.S. Treasury Security	Fixed Spread (basis points)	Bloomberg Reference Page²
4.625% Senior Notes due 2028	489170AE0	$300,000,000	3.875% U.S. Treasury due March 15, 2028	30	FIT 4

The Tender Offer

The Tender Oﬀer Consideration for the 2028 Notes will be determined taking into account the par call date, instead of the maturity date, of such 2028 Notes in accordance with standard market practice.

The terms and conditions of the Tender Oﬀer are described in an Oﬀer to Purchase dated May 19, 2026 (as it may be amended or supplemented, the "Oﬀer to Purchase"). The Tender Oﬀer is subject to the satisfaction of certain conditions as set forth in the Oﬀer to Purchase, including the receipt of aggregate gross proceeds in an amount suﬃcient to eﬀect the repurchase of the 2028 Notes validly tendered and accepted for purchase pursuant to the Tender Oﬀer at or prior to the Expiration Time (as deﬁned below) on terms acceptable to the Company from the concurrent Notes Oﬀering.

Subject to applicable law, the Company may waive any and all of these conditions or extend or terminate the Tender Oﬀer with respect to the 2028 Notes, at any time, prior to the Expiration Time. The Tender Oﬀer is not conditioned upon any minimum amount of 2028 Notes being tendered. Capitalized terms used in this news release and not deﬁned herein have the meanings given to them in the Oﬀer to Purchase.

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.

The Tender Oﬀer Consideration for each $1,000 in principal amount of 2028 Notes tendered and accepted for purchase pursuant to the Tender Oﬀer will be determined in the manner described in the Oﬀer to Purchase. The consideration will be determined by reference to the ﬁxed spread speciﬁed for the 2028 Notes over the yield based on the bid-side price of the Reference U.S. Treasury Security speciﬁed in the table above, as fully described in the Oﬀer to Purchase. The consideration will be calculated by the Lead Dealer Manager for the Tender Oﬀer at 2:00 p.m., New York City time, on May 26, 2026, unless extended (such time and date, as the same may be extended, the "Price Determination Date").

In addition to the Tender Oﬀer Consideration, accrued and unpaid interest up to, but not including, the Settlement Date will be paid in cash on all validly tendered 2028 Notes accepted for purchase in the Tender Oﬀer. The purchase price plus accrued and unpaid interest for 2028 Notes that are validly tendered and not validly withdrawn before the Expiration Time and accepted for purchase will be paid by the Company in same day funds on the Settlement Date, which the Company expects will be May 29, 2026, assuming that the Tender Oﬀer is not extended or earlier terminated. No tenders will be valid if submitted after the Expiration Time. Tendered 2028 Notes may be validly withdrawn at any time (i) prior to the earlier of (x) the Expiration Time and (y) if the Tender Oﬀer is extended, the tenth business day after commencement of the Tender Oﬀer, and (ii) after the 60th business day after the commencement of the Tender Oﬀer if for any reason the Tender Oﬀer has not been consummated within 60 business days after commencement.

From time to time, the Company may purchase additional 2028 Notes in the open market, in privately negotiated transactions, through tender oﬀers or otherwise, or may redeem 2028 Notes pursuant to the terms of the applicable indenture governing the 2028 Notes. Any future purchases or redemptions may be on the same terms or on terms that are more or less favorable to Holders of 2028 Notes than the terms of the Tender Oﬀer. Any future purchases or redemptions by the Company will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company may choose to pursue in the future. The eﬀect of any of these actions may directly or indirectly aﬀect the price of any 2028 Notes that remain outstanding after the consummation or termination of the Tender Oﬀer.

Subject to completion of the Tender Oﬀer, the Company may, but is not obligated to, redeem all 2028 Notes not purchased in the Tender Oﬀer at the contractual redemption prices, or otherwise repurchase, discharge or defease of the 2028 Notes as it deems appropriate. This news release does not constitute a notice of redemption or an obligation to issue a notice of redemption.

Notwithstanding any other provision of the Tender Oﬀer, the Company's obligation to accept for purchase, and to pay for, 2028 Notes validly tendered and not validly withdrawn, if applicable, pursuant to the Tender Oﬀer is subject to, and conditioned upon, the satisfaction of or, where applicable, its waiver of, certain conditions, including the condition that the Company receive aggregate gross proceeds from the concurrent Notes Oﬀering at or prior to the Expiration Time in an amount that is suﬃcient to eﬀect the repurchase of the 2028 Notes validly tendered and accepted for purchase pursuant to the Oﬀer to Purchase, on terms satisfactory to the Company in its sole discretion.

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.

The Notes Offering

The Company intends to use the proceeds of the Notes Offering not used to fund the Tender Offer for general corporate purposes.

BofA Securities, Inc., BNP Paribas Securities Corp., and PNC Capital Markets LLC are acting as joint book-running managers of the Notes Offering.

The Company is making the Notes Offering pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission. The Notes Offering is being made solely by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained via mail from BofA Securities, Inc. at BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by emailing dg.prospectus_requests@bofa.com; from BNP Paribas Securities Corp. at BNP Paribas Securities Corp., 787 7th Avenue, New York, New York 10019 or by calling toll-free at 1-800-854-5674; from PNC Capital Markets LLC by emailing pnccmprospectus@pnc.com or by calling toll-free (855) 881-0697.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the Notes Offering, nor shall there be any sale of these securities in the Notes Offering in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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.

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 concurrent Notes Oﬀering and the use of proceeds therefrom, including 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, the ability to complete the oﬀering, 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.

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.
The Bloomberg Reference Page is provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price Determination Date (as deﬁned below), the Lead Dealer Manager referred to below will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page.

View original content:https://www.prnewswire.com/news-releases/kennametal-inc-announces-public-offering-of-senior-notes-and-cash-tender-offer-for-debt-securities-302776216.html

SOURCE Kennametal Inc.

FAQ

What did Kennametal (KMT) announce on May 19, 2026 about senior notes?

Kennametal announced an underwritten public offering of senior notes and a concurrent cash tender offer for its 4.625% senior notes due 2028. According to the company, the new notes proceeds will mainly fund repurchases and, if remaining, general corporate purposes.

Which Kennametal (KMT) debt securities are included in the May 2026 tender offer?

The tender offer covers any and all of Kennametal’s $300 million 4.625% senior notes due 2028. According to the company, pricing is based on a 3.875% U.S. Treasury due March 15, 2028 plus a 30 basis point spread.

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

The tender offer is scheduled to expire at 5:00 p.m. New York City time on May 26, 2026. According to the company, payment for accepted notes is expected in same-day funds on the settlement date of May 29, 2026, unless extended or terminated.

How will Kennametal (KMT) determine the price paid in the 2026 tender offer?

Tender offer consideration will be based on a fixed spread over the reference U.S. Treasury yield. According to the company, the spread is 30 basis points over the bid-side yield of the 3.875% U.S. Treasury due March 15, 2028, calculated on May 26, 2026.

Is Kennametal’s (KMT) May 2026 tender offer for 2028 notes subject to conditions?

Yes, the tender offer depends on receiving sufficient gross proceeds from the concurrent notes offering. According to the company, it must obtain enough funds to repurchase tendered 2028 notes on terms it finds satisfactory, and may waive or modify conditions subject to law.

What does Kennametal (KMT) plan to do with proceeds from the new senior notes offering?

Kennametal plans to use new notes proceeds primarily to fund the tender offer for its 2028 notes. According to the company, any remaining proceeds will go toward general corporate purposes, giving management flexibility for future financing needs or operational uses.