[Form 4] Kewaunee Scientific Corp Insider Trading Activity

Rhea-AI Filing Summary

Kewaunee Scientific Corp. (KEQU) – Form 4 insider filing, dated 27 Jun 2025

The filing reports an equity award granted on 25 Jun 2025 to Thomas David Hull III, the company’s President, Chief Executive Officer, and Board member. The award consists of 25,328 restricted stock units (RSUs) recorded in Table II with transaction code “A” (award/acquisition) at an exercise price of $0.00 because the units were granted, not purchased.

• Vesting mechanics: 50 % of the RSUs are service-based and vest in three equal annual tranches beginning 30 Jun 2026, contingent on continued employment. The remaining 50 % are performance-based and will vest only if undisclosed performance targets are met over a three-year period. Each vested unit converts into one share of KEQU common stock.

• Post-grant ownership: Following the transaction, Mr. Hull directly holds 25,328 derivative securities representing the right to receive an equivalent number of common shares.

No open-market purchase or sale occurred, so there is no immediate cash inflow/outflow for the insider and no direct trading signal for the market. The award aligns executive incentives with shareholder value but introduces potential future dilution equal to roughly 0.9 % of KEQU’s 2.8 million outstanding shares (based on the last reported share count; actual dilution will depend on vesting outcomes).

Positive

• Performance-linked compensation: 50 % of the RSUs vest only upon achieving multi-year performance goals, reinforcing pay-for-performance alignment.

Negative

• Potential dilution: Full vesting would add 25,328 common shares, modestly diluting existing shareholders (~0.9 % of shares outstanding).

Insights

Corporate Governance Expert

TL;DR: Routine equity grant aligns CEO incentives; neutral-to-slightly positive governance signal, modest dilution risk.

This Form 4 documents a standard long-term incentive grant to KEQU’s CEO. The split between service-based and performance-based RSUs is best practice, linking half the award to continued tenure and half to measurable value creation. Absence of a 10b5-1 checkbox tick confirms the grant was not made under a pre-arranged trading plan, eliminating potential safe-harbor complexity. From a governance lens, the structure promotes retention and pay-for-performance while capping downside by using equity rather than cash.

Securities Analyst

TL;DR: Non-cash RSU grant—no earnings impact now; minor potential dilution, overall market-neutral.

Investors should view the 25,328-share RSU grant as immaterial to near-term financials. Assuming full vesting, future dilution is <1 %—unlikely to move valuation models materially. The award signals management confidence yet does not constitute insider buying. No buying/selling price was reported, so the transaction does not directly reflect management’s view on current valuation. Impact to EPS occurs only when units settle; timing spans three years and is contingent on performance metrics not disclosed here.

SEC Form 4

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

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 NC 28677

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KEWAUNEE SCIENTIFIC CORP /DE/ [ KEQU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units FY26	(1)	06/25/2025		A		25,328		(2)	(2)	Common Stock	25,328	$0	25,328	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. The award of restricted stock units shall vest as follows: (a) 50% of the number of restricted stock units subject to the award consist of service-based restricted stock units that vest in three equal annual installments beginning June 30, 2026, subject to the reporting person's continued employment with the Company; and (b) 50% of the number of restricted stock units subject to the award consist of performance-based restricted stock units that will vest only if performance goals are achieved over a three-year period. The actual number of units (if any) received under this award will depend on continued employment and actual performance over the three-year performance period.

Remarks:

	/s/ Donald T. Gardner III, Attorney-in-fact	06/27/2025
	** 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.

FAQ

How many KEQU shares could be issued from this RSU grant?

Up to 25,328 shares may be issued if all units vest.

When do the service-based RSUs for KEQU's CEO vest?

They vest in three equal annual installments starting 30 Jun 2026, subject to continued employment.

What triggers vesting of the performance-based RSUs in KEQU?

Performance-based RSUs vest only if three-year performance goals set by the board are achieved.

Does this Form 4 indicate insider buying or selling of KEQU stock?

No. It records an equity award (code “A”) at no cost, not an open-market purchase or sale.

What is the immediate financial impact of this RSU grant on KEQU's earnings?

None in cash terms; expense will be recognized over the vesting period under ASC 718, but no EPS dilution occurs until settlement.