Kennametal adds $500M term loan, ups revolver

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What new credit facilities did Kennametal (KMT) put in place?

How much did Kennametal (KMT) increase its revolving credit line?

When do Kennametal’s new credit facilities mature?

What leverage covenant applies to Kennametal’s new credit agreements?

Can Kennametal (KMT) increase borrowing under these credit facilities further?

What events of default are specified in Kennametal’s new credit agreements?

Kennametal Inc. expanded its financing capacity by amending its revolving credit facility and adding a new term loan.

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8-K

Kennametal Inc. expanded its financing capacity by amending its revolving credit facility and adding a new term loan. The company increased total commitments under its Revolving Credit Agreement by $200,000,000, bringing total borrowing capacity to $850,000,000, including sublimits for multicurrency loans, swingline loans and up to $50 million in letters of credit. The amended revolver matures on November 17, 2030 and includes a maximum Consolidated Leverage Ratio of 3.75:1 on a rolling four-quarter basis.

Kennametal also entered into an unsecured delayed draw Term Loan Credit Agreement providing up to $500,000,000 in term loans, drawable in up to three borrowings until as late as September 30, 2026. The term loans mature three years after the initial borrowing, may be prepaid without penalty in certain circumstances, and can be increased by up to an additional $100,000,000 subject to conditions.

3 items: 1.01, 2.03, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

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

Revolver total commitments: $850,000,000 Revolver increase: $200,000,000 Term loan facility: $500,000,000 +5 more

8 metrics

Revolver total commitments $850,000,000 Total Commitments under Revolving Credit Agreement after First Amendment

Revolver increase $200,000,000 Increase in Total Commitments from $650,000,000 to $850,000,000

Term loan facility $500,000,000 Unsecured delayed draw Term Loan Credit Agreement principal amount

Letters of Credit sublimit $50 million Sublimit within the $850,000,000 revolving borrowing capacity

Swingline Loans sublimit $100 million $75 million for Kennametal Inc. and $25 million for Kennametal Europe

Multicurrency borrowing sublimit $300 million Portion of revolver available for multicurrency loans

Foreign borrower sublimit $250 million Maximum loans to foreign borrowers under the revolver

Max Consolidated Leverage Ratio 3.75:1 Rolling four-quarter leverage covenant in both credit agreements

Revolving Credit Agreement, Term Loan Credit Agreement, Consolidated Leverage Ratio, swingline loans, +2 more

6 terms

Revolving Credit Agreement financial

"The First Amendment amends the Company’s Seventh Amended and Restated Credit Agreement"

A revolving credit agreement is a flexible loan arrangement where a borrower can borrow, repay, and borrow again up to a set limit, similar to a credit card. It matters because it gives businesses or individuals quick access to funds whenever needed, helping manage cash flow and cover expenses without applying for a new loan each time.

Term Loan Credit Agreement financial

"the Company entered into a $500,000,000 Term Loan Credit Agreement"

A term loan credit agreement is a formal contract where a borrower receives a fixed sum of money from a lender and agrees to repay it over a set period with interest, much like a multi‑year mortgage or car loan for a business. It matters to investors because the size, cost and rules of the loan affect a company’s cash flow, risk of default and ability to invest or pay dividends; restrictive conditions can also force operational changes.

Consolidated Leverage Ratio financial

"a financial covenant that requires that the Company maintain on a rolling four quarter basis a maximum Consolidated Leverage Ratio of not more than 3.75:1"

A consolidated leverage ratio measures a business group's total debt compared with its ability to pay, by using combined figures for the parent company and its subsidiaries. Think of it like comparing the total mortgage across all properties you own to your overall income or net worth; investors use it to judge how risky the company’s capital structure is and how vulnerable it may be to rising interest rates or income drops.

swingline loans financial

"permits the Company to borrow in the form of swingline loans (comparatively short-term cash borrowings, denominated in U.S. dollars or euros)"

A swingline loan is a very short-term, on-demand loan that sits inside a larger credit facility to cover immediate cash needs like payroll, small bills, or last-minute payments. Think of it as an emergency overdraft from a lender: it’s quick to draw, repaid fast, and usually carries faster fees, so investors watch it as a signal of a company’s liquidity pressure and potential cost or covenant stress.

ticking fee financial

"The Company has also agreed to pay a ticking fee on the actual daily amount of the unutilized Commitments"

A ticking fee is a charge that accrues over time when one party has committed to a deal but the transaction has not yet closed; it compensates the other side for the cost and risk of the delay. For investors, it matters because it raises the effective cost of a transaction and signals how long completion may take—like paying a small ongoing rent while waiting for a house sale to finish, which can affect returns and deal judgment.

Letters of Credit financial

"obtain Letters of Credit (including standby or trade letters of credit, bank guaranties or other similar forms of credit)"

A letter of credit is a promise from a bank to pay a seller if the buyer fails to do so, commonly used in trade and large contracts to ensure payment. Think of it as a bank standing in for the buyer, like a certified check or payment insurance that reduces the risk of nonpayment. For investors, letters of credit matter because they affect a company’s cash flow, borrowing needs and contingent liabilities, and signal how much credit support a business requires to secure deals.

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Kennametal expanded its Revolving Credit Agreement to a total capacity of $850 million and added a new unsecured $500 million delayed draw Term Loan Credit Agreement, both with bank syndicates led by Bank of America and other large lenders.

Kennametal increased total commitments under its Revolving Credit Agreement by $200 million, from $650 million to $850 million. The facility includes sublimits for letters of credit, swingline loans and multicurrency borrowings across several major currencies.

The amended revolving credit facility requires repayment by November 17, 2030, unless accelerated by events of default. The new term loans will mature three years after the date of the initial borrowing under the Term Loan Credit Agreement.

Both the Revolving Credit Agreement and the Term Loan Credit Agreement require Kennametal to maintain a maximum Consolidated Leverage Ratio of 3.75:1 on a rolling four-quarter basis, with temporary adjustments allowed in certain qualified acquisition scenarios.

Yes. The revolving facility may be increased by up to an additional $100 million if existing or new lenders agree. The term loan agreement also permits incremental term loan facilities up to an aggregate additional $100 million, subject to specified conditions.

Events of default include nonpayment of amounts due, certain cross-defaults on other indebtedness exceeding $100 million, ineffective subsidiary guarantees, breaches of covenants or representations, change of control, certain pension events, bankruptcy and large unstayed judgments over $100 million.

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Accepted by SEC EDGAR 06/02/2026 - 04:05 PM EDT

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 28, 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 or Former Address, 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))

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. ☐

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

Item 1.01.

Entry into Material Definitive Agreement.

On May 28, 2026, Kennametal Inc. (the “Company”) and Kennametal Europe GmbH, a Swiss limited liability company and wholly-owned foreign subsidiary of the Company (“Kennametal Europe”), entered into a First Amendment to Seventh Amended and Restated Credit Agreement and Commitment Increase Amendment (the “First Amendment”) with the several banks and other financial institutions or entities from time to time parties thereto (the “Revolving Lenders”), Bank of America, N.A., London Branch, as euro swingline lender, PNC Bank, National Association, BNP Paribas and U.S. Bank National Association, as co-syndication agents, Citizens Bank, N.A., as documentation agent, and Bank of America, N.A., as administrative agent. The First Amendment amends the Company’s Seventh Amended and Restated Credit Agreement, dated as of November 17, 2025 (as amended by the First Amendment, the “Revolving Credit Agreement”). Unless otherwise defined herein, capitalized terms used herein have the meaning ascribed to them in the Revolving Credit Agreement or the Term Loan Credit Agreement (as defined below), as applicable. Copies of the First Amendment and the Term Loan Credit Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Also on May 28, 2026, the Company entered into a $500,000,000 Term Loan Credit Agreement (the “Term Loan Credit Agreement”) with the several banks and other financial institutions or entities from time to time parties thereto (the “Term Loan Lenders”), PNC Bank, National Association and U.S. Bank National Association, as co-syndication agents, and Bank of America, N.A., as administrative agent.

In addition to the Revolving Credit Agreement and the Term Loan Credit Agreement, the Company and certain of its subsidiaries have and in the future may from time to time engage in ordinary course banking and financial activities with some of the lenders party to the Revolving Credit Agreement and the Term Loan Credit Agreement (or their affiliates) and pay fees to such persons. Similarly, as described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025, the Company and certain of its subsidiaries have in the past entered and in the future may from time to time enter into foreign currency and interest rate hedging arrangements with counterparties. Existing counterparties include and future counterparties may include one or more of the lenders party to the Revolving Credit Agreement and the Term Loan Credit Agreement (or their affiliates).

Revolving Credit Agreement

Pursuant to the First Amendment, the Total Commitments under the Revolving Credit Agreement were increased by $200,000,000, from $650,000,000 to $850,000,000. In connection with the Commitment Increase, certain existing lenders increased their respective commitments, and First National Bank of Pennsylvania was added as a new lender under the Revolving Credit Agreement.

The Revolving Credit Agreement continues to contain a revolving loan feature that permits the Company to borrow and repay, and reborrow and repay, certain Dollar Revolving Loans (including Term SOFR Loans and ABR Loans) and/or Multicurrency Loans (based in euros, British Pounds Sterling, Canadian dollars and Japanese yen, and subject to multicurrency borrowing limitations based on such loans’ respective U.S. Dollar equivalents) at the Company’s option. The Revolving Credit Agreement also permits the Company to borrow in the form of swingline loans (comparatively short-term cash borrowings, denominated in U.S. dollars or euros), as well as to obtain Letters of Credit (including standby or trade letters of credit, bank guaranties or other similar forms of credit).

The $850,000,000 borrowing capacity under the Revolving Credit Agreement has sublimits as follows: $50 million in Letters of Credit, $100 million for Swingline Loans ($75 million sublimit for the Company and $25 million sublimit for Kennametal Europe), and $300 million for multicurrency borrowings. The sublimit for loans to foreign borrowers is set at $250 million. Further, after giving effect to the First Amendment, the borrowing capacity under the Revolving Credit Agreement may be increased by an aggregate amount not to exceed $100 million at the Company’s request if the existing lenders agree to increase their commitments or if the Company adds additional lenders. All borrowings may be prepaid without penalty by the Company under certain circumstances, and all outstanding principal and accrued but unpaid interest must be repaid not later than the Termination Date of November 17, 2030, or any earlier acceleration of such maturity pursuant to the terms thereof following the occurrence of an event of default or in compliance with the applicable repayment or termination provisions of each borrowing feature provided for in the Revolving Credit Agreement.

The Revolving Credit Agreement also contains various affirmative and negative covenants, among other terms and conditions, including a financial covenant that requires that the Company maintain on a rolling four quarter basis a maximum Consolidated Leverage Ratio of not more than 3.75:1, with temporary adjustments to this requirement in certain circumstances in connection with up to two qualified acquisitions, and covenants regarding the incurrence of indebtedness, liens, fundamental changes, transactions with affiliates, clauses restricting subsidiary distributions, off-balance sheet financings, disposition of property, acquisitions and investments, sanctions and anti-corruption laws, delivery of financial information, maintenance of properties, continuation of business and notices.

In connection with the Revolving Credit Agreement, the Company has agreed to pay specified facilities fees, which will vary on a percentage basis determined in accordance with a Pricing Grid set forth in the Revolving Credit Agreement depending on the Company’s then applicable Debt Rating, and fees related to standby and trade letters of credit, in addition to interest accruing on borrowings. Under the Revolving Credit Agreement, borrowings will bear interest at rates based on Term SOFR, the Foreign Currency Daily Rate, the Foreign Currency Term Rate, or the ABR, in each case plus applicable margins as set forth in the Pricing Grid. Swingline Loans and Euro Swingline Loans will bear interest at rates set forth in the Revolving Credit Agreement.

Term Loan Credit Agreement

The Term Loan Credit Agreement provides for an unsecured delayed draw term loan facility in an aggregate principal amount of $500,000,000. The Term Loans may be drawn in up to three (3) draws during the Commitment Period, which ends on the earliest of (a) the date of termination of the Commitments, (b) the date of termination of the commitment of each Lender to make Term Loans pursuant to the events of default provision, (c) the date of the third Borrowing of the Term Loans, (d) the date on which the entire amount of the Total Commitments have been advanced and (e) September 30, 2026. Amounts borrowed under the Term Loan Credit Agreement and repaid or prepaid may not be reborrowed.

The Term Loans will mature on the date that is three (3) years after the date of the initial Borrowing of Term Loans. All outstanding Term Loans may be prepaid without penalty by the Company at any time under certain circumstances. Under the Term Loan Credit Agreement, borrowings will bear interest at rates based on Term SOFR or the ABR, in each case plus applicable margins as set forth in the Pricing Grid. The Company has also agreed to pay a ticking fee on the actual daily amount of the unutilized Commitments of the Term Loan Lenders for the period from and including the date that is sixty (60) days after the Closing Date to the last day of the Commitment Period.

The Term Loan Credit Agreement also provides that the Company may request the institution of one or more incremental term loan facilities in an aggregate principal amount not to exceed $100,000,000, subject to certain conditions.

The Term Loan Credit Agreement contains various affirmative and negative covenants substantially similar to those contained in the Revolving Credit Agreement, including a financial covenant that requires that the Company maintain on a rolling four quarter basis a maximum Consolidated Leverage Ratio of not more than 3.75:1, with temporary adjustments to this requirement in certain circumstances in connection with up to two qualified acquisitions, and covenants regarding the incurrence of indebtedness, liens, fundamental changes, transactions with affiliates, clauses restricting subsidiary distributions, off-balance sheet financings, disposition of property, acquisitions and investments, sanctions and anti-corruption laws, delivery of financial information, maintenance of properties, continuation of business and notices.

The Company’s significant domestic subsidiary has, pursuant to each of the Revolving Credit Agreement and the Term Loan Credit Agreement, entered into guarantee agreements for the benefit of the respective lenders, pursuant to which such guarantor-subsidiary has irrevocably guaranteed the payment and performance of the Company’s obligations under each such agreement. The Company and this subsidiary have also guaranteed the payment and performance of the foreign borrower(s) under the Revolving Credit Agreement.

Each of the Revolving Credit Agreement and the Term Loan Credit Agreement also contains customary events of default, including failure to pay principal, interest and other amounts due thereunder, defaults on other indebtedness of the Company and certain subsidiaries thereof, which indebtedness exceeds $100 million in the aggregate, any subsidiary guarantee (discussed above) ceasing to be effective (subject to certain exclusions), breaches of representations and warranties, change of control events, certain events with respect to pension plans, bankruptcy, the entry of unstayed judgments in excess of $100 million in the aggregate and breaches of covenants. Upon the occurrence of an event of default, under certain circumstances, the obligations of the Company under the applicable agreement may become due and payable immediately either automatically or following an action taken by the Administrative Agent at the direction, or with the consent, of the majority Lenders.

The foregoing description of the First Amendment, the Revolving Credit Agreement, the Term Loan Credit Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to such agreements, in the case of the First Amendment and the Term Loan Credit Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively.

Each of the First Amendment and the Term Loan Credit Agreement is being filed herewith solely to provide investors and security holders with information regarding their respective terms. They are not intended to be a source of financial, business or operational information about the Company or any of its subsidiaries or affiliates. The representations, warranties and covenants contained in such agreements are made solely for purposes of such agreements and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of such agreements, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of such agreements, which subsequent information may or may not be fully reflected in public disclosures.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 with respect to the First Amendment, the Revolving Credit Agreement and the Term Loan Credit Agreement is hereby incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		First Amendment to Seventh Amended and Restated Credit Agreement and Commitment Increase Amendment, dated as of May 28, 2026, among Kennametal Inc. and Kennametal Europe GmbH (the “Borrowers”), the increase lenders, the other lenders and the issuing lenders party thereto, Bank of America, N.A., London Branch, as Euro Swingline Lender, and Bank of America, N.A., as administrative agent.*

10.2		Term Loan Credit Agreement, dated as of May 28, 2026, among Kennametal Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), PNC Bank, National Association and U.S. Bank National Association, as co-syndication agents, and Bank of America, N.A., as administrative agent.*

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

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 INC.

Date: June 2, 2026

/s/ Michelle R. Keating

Michelle R. Keating

Vice President, Secretary and General Counsel

6 documents