STOCK TITAN

Kewaunee Scientific (KEQU) CEO settles RSUs and disposes shares to issuer

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kewaunee Scientific President and CEO Thomas David Hull III reported several compensation-related share transactions tied to restricted stock units. On June 30, 2026, he exercised or settled awards to acquire common stock and used part of the shares to cover obligations.

Hull exercised or settled awards covering 54,388 shares of common stock. Of these, 16,243 shares were delivered at $36.25 per share to satisfy tax obligations, and 17,000 shares were disposed to the issuer for cash under his election. Footnotes state that service- and performance-based RSUs convert one-for-one into common stock.

Footnotes also explain that 28,929 performance-based RSUs were settled at 150% of target, resulting in 26,393 shares plus cash in lieu of 17,000 shares, and 4,132 service-based RSUs vested. Overall, the filing reflects routine equity compensation vesting, tax withholding, and related dispositions rather than open-market trading.

Positive

  • None.

Negative

  • None.
Insider HULL THOMAS DAVID III
Role President & CEO
Type Security Shares Price Value
Exercise Restricted Stock Units FY24 30,525 $0.00 --
Exercise Restricted Stock Units FY25 2,642 $0.00 --
Exercise Restricted Stock Units FY26 4,221 $0.00 --
Exercise Common Stock 54,388 $0.00 --
Disposition Common Stock 17,000 $36.25 $616K
Tax Withholding Common Stock 16,243 $36.25 $589K
Holdings After Transaction: Restricted Stock Units FY24 — 0 shares (Direct, null); Restricted Stock Units FY25 — 14,524 shares (Direct, null); Restricted Stock Units FY26 — 21,107 shares (Direct, null); Common Stock — 87,388 shares (Direct, null)
Footnotes (1)
  1. Service-based restricted stock units ("RSUs") convert to common stock on a one-for-one basis. On June 30, 2026, 28,929 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) 26,393 shares and (b) pursuant to an election made by the reporting person, cash in settlement of RSUs otherwise entitling the reporting person to receive 17,000 shares. In addition, on June 30, 2026, 4,132 of the reporting person's service-based RSUs vested. Accordingly, the reporting person received 30,525 shares in the aggregate as a result of the settlement of these RSUs, as well as a payment in cash in lieu of 17,000 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.
Shares from exercised/settled awards 54,388 shares Common Stock transactions on June 30, 2026
Shares used for tax withholding 16,243 shares at $36.25 Tax-withholding disposition on June 30, 2026
Shares disposed to issuer for cash 17,000 shares at $36.25 Disposition to issuer on June 30, 2026
Performance-based RSUs settled 28,929 RSUs Settled at 150% of target on June 30, 2026
Shares from performance-based RSUs 26,393 shares Received upon settlement of performance-based RSUs
Service-based RSUs vested 4,132 RSUs Service-based RSUs vesting on June 30, 2026
Aggregate shares from RSU settlement 30,525 shares Total shares received from settled RSUs
Performance vesting level 150% of target Performance-based RSUs vesting outcome
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
"28,929 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
"In addition, on June 30, 2026, 4,132 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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
HULL THOMAS DAVID III

(Last)(First)(Middle)
2700 WEST FRONT STREET

(Street)
STATESVILLE NORTH CAROLINA 28677

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
KEWAUNEE SCIENTIFIC CORP /DE/ [ KEQU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
CodeVAmount(A) or (D)Price
Common Stock06/30/2026M54,388A$0(1)(2)87,388D
Common Stock06/30/2026D17,000D$36.2570,388D
Common Stock06/30/2026F16,243D$36.2554,145D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units FY24(1)(2)06/30/2026M30,525 (3) (3)Common Stock47,525$0(1)(2)0D
Restricted Stock Units FY25(1)06/30/2026M2,642 (4) (4)Common Stock2,642$0(1)14,524D
Restricted Stock Units FY26(1)06/30/2026M4,221 (5) (5)Common Stock4,221$0(1)21,107D
Explanation of Responses:
1. Service-based restricted stock units ("RSUs") convert to common stock on a one-for-one basis.
2. On June 30, 2026, 28,929 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) 26,393 shares and (b) pursuant to an election made by the reporting person, cash in settlement of RSUs otherwise entitling the reporting person to receive 17,000 shares. In addition, on June 30, 2026, 4,132 of the reporting person's service-based RSUs vested. Accordingly, the reporting person received 30,525 shares in the aggregate as a result of the settlement of these RSUs, as well as a payment in cash in lieu of 17,000 shares.
3. 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.
4. 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.
5. 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.
Remarks:
/s/ Donald T. Gardner III, Attorney-in-fact07/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did KEQU CEO Thomas David Hull III report in this Form 4?

He reported equity-compensation transactions, including exercising and settling restricted stock units into common stock, plus share dispositions to cover taxes and a cash election. These are internal company-related transactions, not open-market stock purchases or sales.

How many KEQU shares were involved in Thomas Hull’s Form 4 transactions?

The filing shows 54,388 shares of common stock from exercised or settled awards, 16,243 shares used for tax withholding, and 17,000 shares disposed to the issuer. Additional RSU vesting details describe how many units converted into shares or cash.

Were KEQU shares sold on the open market by the CEO in this filing?

No open-market sales are indicated. The transactions include tax-withholding dispositions of 16,243 shares at $36.25 per share and a 17,000-share disposition to the issuer for cash, all tied to restricted stock unit settlements and compensation mechanics.

What performance outcome is disclosed for KEQU performance-based RSUs?

The filing notes 28,929 performance-based RSUs were settled at 150% of target following certification of results. This produced 26,393 shares plus cash in lieu of 17,000 shares, reflecting above-target performance for the applicable three-year performance period.

How do KEQU restricted stock units convert into common shares?

Footnotes explain that service-based RSUs convert into common stock on a one-for-one basis when vesting conditions are met. Performance-based RSUs convert depending on employment conditions and achievement of performance goals over multi-year periods defined in each grant.