Kennametal (NYSE: KMT) issues $300M 5.800% notes to help refinance 2028 debt

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What did Kennametal (KMT) announce in this 8-K filing?

What are the key terms of Kennametal (KMT) 5.800% Senior Notes?

How much net cash will Kennametal (KMT) receive from the note offering?

How will Kennametal (KMT) use the proceeds from the new notes?

What is the relationship between the new 2036 notes and Kennametal’s 2028 notes?

Which agreements govern Kennametal (KMT) new note issuance?

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(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Kennametal Inc. completed a public offering of $300,000,000 aggregate principal amount of 5.800% Senior Notes due May 28, 2036. After underwriting discounts and estimated expenses, the Company expects net proceeds of approximately $295,932,716.

Kennametal intends to use the proceeds primarily to pay the consideration for its outstanding 4.625% Senior Notes due 2028 that are validly tendered and accepted in a concurrent tender offer. Any remaining funds may be used for general corporate purposes, including redeeming or repaying other indebtedness, such as any untendered 2028 Notes.

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Senior Notes principal: $300,000,000 Coupon rate: 5.800% Maturity date: May 28, 2036 +5 more

8 metrics

Senior Notes principal $300,000,000 Aggregate principal amount of 5.800% Senior Notes due May 28, 2036

Coupon rate 5.800% Interest rate on new Senior Notes due May 28, 2036

Maturity date May 28, 2036 Maturity of 5.800% Senior Notes

Net proceeds $295,932,716 Approximate net proceeds after underwriting discount and estimated expenses

Existing notes referenced 4.625% due 2028 Senior Notes targeted in concurrent tender offer and potential redemption

Base Indenture date February 14, 2012 Original Indenture governing Kennametal debt securities

Fifth Supplemental Indenture date May 28, 2026 Supplemental Indenture for the 5.800% Senior Notes

Underwriting Agreement date May 19, 2026 Agreement between Kennametal and the underwriters

Senior Notes, Indenture, Fifth Supplemental Indenture, tender offer, +2 more

6 terms

Senior Notes financial

"completed the public offer and sale of $300,000,000 aggregate principal amount of the Company’s 5.800% Senior Notes due May 28, 2036"

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.

Indenture regulatory

"The Notes were issued pursuant to an Indenture dated February 14, 2012 (the “Base Indenture”)"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Fifth Supplemental Indenture regulatory

"as supplemented by the Fifth Supplemental Indenture dated May 28, 2026 (the “Fifth Supplemental Indenture”)"

tender offer financial

"pursuant to a previously announced concurrent tender offer for the 2028 Notes"

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.

Underwriting Agreement financial

"The Notes were sold pursuant to an Underwriting Agreement dated May 19, 2026 (the “Underwriting Agreement”)"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Registration Statement regulatory

"are incorporated herein by reference into the Registration Statement No. 333-283027 (the “Registration Statement”)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Understanding 8-K Material Events →

05/28/2026 - 05:06 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 19, 2026

Kennametal Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

1-5318

25-0900168

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


525 William Penn Place Suite 3300
Pittsburgh, Pennsylvania		15219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (412) 248-8000

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Capital Stock, par value $1.25 per share	KMT	New York Stock Exchange
Preferred Stock Purchase Rights		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into Material Definitive Agreement.

On May 28, 2026 Kennametal Inc., a Pennsylvania corporation (“Kennametal” or the “Company”), completed the public offer and sale of $300,000,000 aggregate principal amount of the Company’s 5.800% Senior Notes due May 28, 2036 (the “Notes”). The net proceeds to the Company from the sale of the Notes, after deducting the underwriters’ discount and the estimated offering expenses payable by Kennametal, are approximately $295,932,716.

Kennametal intends to use the net proceeds from the Notes offering to fund the consideration for the purchase of its 4.625% Senior Notes due 2028 (the “2028 Notes”) validly tendered and accepted for purchase pursuant to a previously announced concurrent tender offer for the 2028 Notes. Any excess proceeds will be used for general corporate purposes, which may include redemption or repayment of outstanding indebtedness, including any untendered 2028 Notes.

The Notes were issued pursuant to an Indenture dated February 14, 2012 (the “Base Indenture”) between Kennametal and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (“U.S. Bank”), as trustee, as supplemented by the Fifth Supplemental Indenture dated May 28, 2026 (the “Fifth Supplemental Indenture”) between Kennametal and U.S. Bank, as trustee. Kennametal may issue additional debt securities from time to time pursuant to the Base Indenture.

The foregoing description of the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which and the form of the Note are filed as Exhibits 4.1 and 4.2, respectively, to this report on Form 8-K, and are incorporated herein by reference into the Registration Statement No. 333-283027 (the “Registration Statement”).

Item 2.03.

Creation of Direct Financial Obligation.

The information set forth in Item 1.01 above with respect to the Notes, the Base Indenture and the Fifth Supplemental Indenture is incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.

Item 8.01.

Other Events.

The Notes were sold pursuant to an Underwriting Agreement dated May 19, 2026 (the “Underwriting Agreement”) by and among the Company and BofA Securities, Inc., BNP Paribas Securities Corp. and PNC Capital Markets LLC, as representatives of the several underwriters named in Schedule 1 thereto (the “Underwriters”). The Underwriting Agreement contains customary representations, warranties and covenants by Kennametal. It also provides for customary indemnification by each of Kennametal and the Underwriters against certain liabilities and customary contribution provisions with respect to those liabilities.

From time to time, in the ordinary course of their respective businesses, certain of the Underwriters and their affiliates have engaged in, and may in the future engage in, commercial banking, derivatives and/or financial advisory, investment banking and other commercial transactions and services with Kennametal and its affiliates. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 1.1, to this report on Form 8-K.

A copy of the legality opinion delivered by Willkie Farr & Gallagher LLP, special counsel to the Company in connection with the issuance of the Notes, is attached hereto as Exhibit 5.1.

This Current Report on Form 8-K is being filed for the purpose of filing the attached documents in connection with the issuance of the Notes as exhibits to the Registration Statement, and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement dated May 19, 2026 by and among Kennametal Inc. and BofA Securities, Inc., BNP Paribas Securities Corp. and PNC Capital Markets LLC, as representatives of the several underwriters named in Schedule 1 thereto*

4.1		Fifth Supplemental Indenture dated May 28, 2026 between Kennametal Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association)*

4.2		Form of 5.800% Senior Note due May 28, 2036 (form included in Fifth Supplemental Indenture being filed herewith as Exhibit 4.1)*

5.1		Opinion of Willkie Farr & Gallagher LLP*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

Signatures.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Kennametal announced it completed a public offering of 5.800% Senior Notes due May 28, 2036, totaling $300,000,000. The filing also outlines how net proceeds will be used and identifies the key financing and legal agreements supporting the transaction.

The new Kennametal notes carry a 5.800% interest rate and mature on May 28, 2036. They were issued in a $300,000,000 aggregate principal amount under an existing Indenture, as supplemented by a Fifth Supplemental Indenture with U.S. Bank Trust Company as trustee.

Kennametal expects net proceeds of approximately $295,932,716 from the 5.800% Senior Notes offering. This amount reflects deductions for the underwriters’ discount and estimated offering expenses the company is responsible for paying under the underwriting arrangements.

Kennametal intends to use the net proceeds mainly to fund the purchase price for its 4.625% Senior Notes due 2028 tendered in a concurrent offer. Any remaining proceeds may support general corporate purposes, including redemption or repayment of other outstanding indebtedness.

The company plans to use proceeds from the new 2036 notes to buy back 4.625% Senior Notes due 2028 through a concurrent tender offer. Excess proceeds may later be applied to redeeming or repaying any untendered 2028 notes, effectively helping to refinance that existing debt.

The 5.800% Senior Notes are issued under a Base Indenture dated February 14, 2012, supplemented by a Fifth Supplemental Indenture dated May 28, 2026. An Underwriting Agreement dated May 19, 2026 with several underwriters also governs the sale terms and related indemnification provisions.

Date: May 28, 2026

KENNAMETAL INC.

/s/ Michelle R. Keating

Michelle R. Keating

Vice President, Secretary and General Counsel

7 documents