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Kennametal Form 4: Chowbey Granted Performance Stock Units

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

Rhea-AI Filing Summary

Form 4 highlights: On 07/28/2025, Kennametal (KMT) President & CEO Sanjay K. Chowbey was credited with a total of 29,927 performance stock units (PSUs) at $0 cost under the company’s 2020 & 2024 Stock and Incentive Plans.

  • 3,505 PSUs tied to the third tranche of the 2022 award (adjusted ROIC, 81.1% payout).
  • 5,991 PSUs tied to the EBITDA-margin tranche of the 2022 award (92.4% payout).
  • 3,780 PSUs from the second tranche of the 2023 award (adjusted ROIC, 81.1% payout).
  • 16,651 PSUs from the first tranche of the 2024 award (adjusted ROIC, 81.1% payout).

The units will convert to common shares only if Chowbey remains employed through the respective vesting dates (Aug 15 2025-2027). After the transactions, direct beneficial ownership rises to 107,522.5 shares, including 319.48 shares held in the 401(k) plan. No derivative trades, sales, or open-market purchases were reported.

The filing signals continued alignment of executive compensation with multi-year performance metrics but has minimal near-term cash or liquidity impact for investors.

Positive

  • 29,927 PSUs earned on performance, showing CEO alignment with shareholder value drivers (ROIC, EBITDA).
  • Total ownership rises to 107,522 shares, signalling management confidence and retention.
  • Grants are performance-based with service-time vesting, reinforcing pay-for-performance governance.

Negative

  • Potential future dilution when 29,927 PSUs convert to shares.
  • No open-market purchase; insider financial commitment is limited as awards were issued at $0.

Insights

TL;DR – Routine equity compensation; no cash outlay, limited near-term market impact.

The CEO merely accepted PSUs earned under pre-existing performance plans, increasing his stake by roughly 30 k shares. Because the awards vest over 1-3 years and were booked at $0, there is no immediate P&L or cash effect on KMT. Dilution is de-minimis against Kennametal’s ~80 m shares outstanding. Nonetheless, a six-figure shareholding improves leadership alignment and may reassure long-term investors focused on ROIC and EBITDA targets embedded in the plans.

TL;DR – Performance-linked grants reinforce pay-for-performance structure.

The Committee applied objective metrics (adjusted ROIC 81.1%, EBITDA margin 92.4%) before releasing PSUs, demonstrating governance discipline. The multi-tranche, service-based vesting through 2027 strengthens retention. Because shares are not fully issued yet, shareholders face minimal dilution today, and the plan links value creation to measurable returns. Impact remains modest but directionally positive for governance quality.

Insider Chowbey Sanjay
Role President and CEO
Type Security Shares Price Value
Grant/Award Common Stock 3,505 $0.00 --
Grant/Award Common Stock 5,991 $0.00 --
Grant/Award Common Stock 3,780 $0.00 --
Grant/Award Common Stock 16,651 $0.00 --
Holdings After Transaction: Common Stock — 81,100.483 shares (Direct)
Footnotes (1)
  1. Represents 3,505 performance stock units deemed to have been earned by the Compensation and Human Capital Committee, the Committee, on July 28, 2025 with respect to the third tranche of the Performance Unit Award relating to adjusted ROIC granted to the reporting person on August 15, 2022 (the 2022 Performance Unit Award), under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted ROIC payout multiple at 81.1% for such tranche of the 2022 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2025 Committee on July 28, 2025, with respect to the tranche of the 2022 Performance Unit Award relating to adjusted EBITDA margin, under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted EBITDA margin payout at 92.4% for such tranche of the 2022 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2025 Represents 3,780 performance stock units deemed to have been earned by the Committee on July 28, 2025, with respect to the second tranche of the Performance Unit Award relating to adjusted ROIC granted to the reporting person on August 15, 2023 (the 2023 Performance Unit Award), under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted ROIC payout multiple at 81.1% for such tranche of the 2023 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2026 Represents 16,651 performance stock units deemed to have been earned by the Committee on July 28, 2025, with respect to the first tranche of the Performance Unit Award relating to adjusted ROIC granted to the reporting person on August 15, 2024 (the 2024 Performance Unit Award), under the Kennametal Inc. 2024 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted ROIC payout at 81.1% for such tranche of the 2024 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2027 Includes 319.48 shares held in the Kennametal Inc. 401(k) Plan
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Form 4 Insider Transactions: What Each Field Means →
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).
1. Name and Address of Reporting Person*
Chowbey Sanjay
(Last) (First) (Middle)
525 WILLIAM PENN PLACE
SUITE 3300
(Street)
PITTSBURGH PA 15219
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KENNAMETAL INC [ KMT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025
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
Common Stock 07/28/2025 A 3,505(1) A $0 81,100.483(5) D
Common Stock 07/28/2025 A 5,991(2) A $0 87,091.483(5) D
Common Stock 07/28/2025 A 3,780(3) A $0 90,871.483(5) D
Common Stock 07/28/2025 A 16,651(4) A $0 107,522.483(5) D
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
Explanation of Responses:
1. Represents 3,505 performance stock units deemed to have been earned by the Compensation and Human Capital Committee, the Committee, on July 28, 2025 with respect to the third tranche of the Performance Unit Award relating to adjusted ROIC granted to the reporting person on August 15, 2022 (the 2022 Performance Unit Award), under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted ROIC payout multiple at 81.1% for such tranche of the 2022 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2025
2. Committee on July 28, 2025, with respect to the tranche of the 2022 Performance Unit Award relating to adjusted EBITDA margin, under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted EBITDA margin payout at 92.4% for such tranche of the 2022 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2025
3. Represents 3,780 performance stock units deemed to have been earned by the Committee on July 28, 2025, with respect to the second tranche of the Performance Unit Award relating to adjusted ROIC granted to the reporting person on August 15, 2023 (the 2023 Performance Unit Award), under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted ROIC payout multiple at 81.1% for such tranche of the 2023 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2026
4. Represents 16,651 performance stock units deemed to have been earned by the Committee on July 28, 2025, with respect to the first tranche of the Performance Unit Award relating to adjusted ROIC granted to the reporting person on August 15, 2024 (the 2024 Performance Unit Award), under the Kennametal Inc. 2024 Stock and Incentive Plan. On July 28, 2025, the Committee approved adjusted ROIC payout at 81.1% for such tranche of the 2024 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2027
5. Includes 319.48 shares held in the Kennametal Inc. 401(k) Plan
Michelle R. Keating, as attorney-in-fact for Sanjay K. Chowbey 07/30/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many shares did KMT CEO Sanjay Chowbey receive on 07/28/2025?

He earned 29,927 performance stock units across four award tranches.

What performance metrics triggered Kennametal’s PSU payouts?

Payouts were based on adjusted ROIC (81.1%) and adjusted EBITDA margin (92.4%) targets approved by the Compensation Committee.

When will the awarded PSUs vest for KMT’s CEO?

Vesting dates range from August 15 2025 to August 15 2027, contingent on continued employment.

What is the CEO’s total direct share ownership after this filing?

Direct beneficial ownership is 107,522.5 KMT shares, including 319.48 shares in the 401(k) plan.

Does the Form 4 indicate any open-market buying or selling by the CEO?

No. All reported transactions are zero-cost PSUs; there were no sales or purchases of common stock.