Kewaunee Scientific (KEQU) CFO settles RSUs, with tax and issuer share dispositions
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kewaunee Scientific Chief Financial Officer Donald T. Gardner III reported a series of equity compensation events on June 30, 2026. He exercised and settled various restricted stock units into common stock, including performance-based RSUs that vested at 150% of target. As part of the settlement, 4,027 shares of common stock at $36.25 per share were withheld to cover tax obligations, and 12,000 shares were delivered to the company pursuant to his prior election for cash settlement. Footnotes state that, in total, 11,397 performance-based RSUs were settled and 6,723 shares were received from RSU settlements, along with a cash payment in lieu of additional shares.
Positive
- None.
Negative
- None.
Insights
Routine equity compensation settlement with tax withholding and no open-market trades.
The CFO of Kewaunee Scientific exercised and settled restricted stock units into common stock, including performance-based RSUs vesting at 150% of target. These actions are compensation-related, reflecting prior grants now converting into shares and cash.
The filing shows a M + F + D pattern: derivative exercises, tax-withholding disposition of 4,027 shares at $36.25, and a 12,000-share disposition to the issuer tied to a cash election. None of these are open-market purchases or sales, so they carry limited signaling value about management’s view of the stock.
Footnotes explain that 11,397 performance-based RSUs settled based on certified performance and that 6,723 shares were received from RSU settlements, with the balance paid in cash. Future compensation grants and vesting outcomes, disclosed in later filings, will shape the longer-term equity exposure of the CFO.
Insider Trade Summary
9,265 shares exercised/converted
Mixed
6 txns
Insider
Gardner Donald T. III
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units FY24 | 6,723 | $0.00 | -- |
| Exercise | Restricted Stock Units FY25 | 1,034 | $0.00 | -- |
| Exercise | Restricted Stock Units FY26 | 1,508 | $0.00 | -- |
| Exercise | Common Stock | 21,265 | $0.00 | -- |
| Disposition | Common Stock | 12,000 | $36.25 | $435K |
| Tax Withholding | Common Stock | 4,027 | $36.25 | $146K |
Holdings After Transaction:
Restricted Stock Units FY24 — 0 shares (Direct, null);
Restricted Stock Units FY25 — 5,693 shares (Direct, null);
Restricted Stock Units FY26 — 7,539 shares (Direct, null);
Common Stock — 30,829 shares (Direct, null)
Footnotes (1)
- Service-based restricted stock units ("RSUs") convert to common stock on a one-for-one basis. On June 30, 2026, 11,397 of the reporting person's performance-based RSUs were settled following certification of performance results for the applicable performance period, which resulted in the performance-based RSUs vesting at 150% of target. In the settlement, the reporting person received (a) 5,095 shares and (b) pursuant to an election made by the reporting person, cash in settlement of RSUs otherwise entitling the reporting person to receive 12,000 shares. In addition, on June 30, 2026, 1,628 of the reporting person's service-based RSUs vested. Accordingly, the reporting person received 6,723 shares in the aggregate as a result of the settlement of these RSUs, as well as a payment in cash in lieu of 12,000 shares. On June 28, 2023, the reporting person was granted RSUs that vest as follows: (a) 30% of the number of RSUs subject to the award consisted of service-based RSUs that vested in three equal annual installments beginning on June 30, 2024, subject to the reporting person's continued employment with the Company, and (b) 70% of the number of RSUs subject to the award consisted of performance based RSUs that vested only if performance goals were achieved over a three-year period. The actual number of shares (if any) received upon settlement of the performance-based RSUs depended on continued employment and actual performance over the three-year period. On June 28, 2024, the reporting person was granted RSUs that vest as follows: (a) 40% of the number of RSUs subject to the award consisted of service-based RSUs that vest in three equal annual installments beginning on June 30, 2025, subject to the reporting person's continued employment with the Company, and (b) 60% of the number of RSUs subject to the award consisted of performance based RSUs that vest only if performance goals were achieved over a three-year period. The actual number of shares (if any) received upon settlement of the performance-based RSUs depends on continued employment and actual performance over the three-year period. On June 25, 2025, the reporting person was granted RSUs that vest as follows: (a) 50% of the number of RSUs subject to the award consisted of service-based RSUs that vested in three equal annual installments beginning on June 30, 2026, subject to the reporting person's continued employment with the Company, and (b) 50% of the number of RSUs subject to the award consisted of performance based RSUs that vested only if performance goals were achieved over a three-year period. The actual number of shares (if any) received upon settlement of the performance-based RSUs depends on continued employment and actual performance over the three-year period.
Key Figures
Tax-withheld shares: 4,027 shares at $36.25
Issuer disposition shares: 12,000 shares at $36.25
Common shares from derivative exercise: 21,265 shares
+4 more
7 metrics
Tax-withheld shares
4,027 shares at $36.25
Shares withheld to cover tax obligations on June 30, 2026
Issuer disposition shares
12,000 shares at $36.25
Disposition to issuer in connection with cash settlement election
Common shares from derivative exercise
21,265 shares
Non-derivative common stock acquired via derivative exercise
Performance-based RSUs settled
11,397 RSUs
Settled after performance certification at 150% of target
Shares from RSU settlements
6,723 shares
Aggregate shares received from service- and performance-based RSU settlements
Service-based RSUs vested
1,628 RSUs
Service-based RSUs that vested on June 30, 2026
Shares held after tax withholding entry
14,802 shares
Total common stock directly held following tax-withholding disposition entry
Key Terms
restricted stock units, performance-based RSUs, service-based RSUs, tax-withholding disposition, +2 more
6 terms
restricted stock units financial
"Service-based restricted stock units ("RSUs") convert to common stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based RSUs financial
"11,397 of the reporting person's performance-based RSUs were settled following certification of performance results"
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
service-based RSUs financial
"1,628 of the reporting person's service-based RSUs vested."
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Disposition to issuer financial
"Disposition to issuer"
performance goals financial
"performance based RSUs that vested only if performance goals were achieved over a three-year period"
Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.
FAQ
What did KEQU’s CFO report in this Form 4 filing?
The KEQU Chief Financial Officer reported exercises and settlements of restricted stock units into common stock, along with related tax-withholding and issuer dispositions. These were equity compensation events, not open-market stock purchases or sales, and reflect previously granted awards now vesting.
What happened to the performance-based RSUs reported by KEQU’s CFO?
The CFO had 11,397 performance-based RSUs settled after performance certification, vesting at 150% of target. He received 5,095 shares plus cash in lieu of 12,000 shares, indicating a mix of share delivery and cash settlement based on prior elections and plan terms.