Kennametal Form 4: Watson Granted 10.6K PSUs on 81% ROIC, 92% EBITDA

Rhea-AI Filing Summary

Form 4 for Kennametal Inc. (KMT) shows CFO Patrick S. Watson was credited with 10,560 common shares on 28-Jul-2025 through four performance stock-unit (PSU) tranches earned under the 2020-2024 Stock & Incentive Plans.

• 1,636 PSUs (2022 award, ROIC tranche) – 81.1 % payout
• 2,796 PSUs (2022 award, EBITDA-margin tranche) – 92.4 % payout
• 2,496 PSUs (2023 award, ROIC tranche) – 81.1 % payout
• 3,632 PSUs (2024 award, ROIC tranche) – 81.1 % payout

The awards were booked at $0 cost; vesting and distribution remain contingent on continued employment until between 15-Aug-2025 and 15-Aug-2027. After these credits, Watson’s direct beneficial ownership rises to 47,140.79 shares (includes 356.79 shares in the 401(k) plan).

The transactions reflect routine equity compensation rather than open-market activity, so immediate dilution or market-moving impact is minimal.

Positive

• Performance metrics met (81.1 % ROIC, 92.4 % EBITDA margin) triggered equity awards, indicating the company is achieving key internal financial targets.
• CFO’s beneficial ownership increases, modestly aligning executive incentives with shareholder interests.

Negative

• Shares are unvested; actual distribution depends on multi-year continued employment, limiting immediate shareholder impact.
• No open-market purchase, so the transaction offers little insight into insider sentiment or valuation views.

Insights

Securities Analyst

TL;DR: Routine PSU vesting; CFO ownership up 29%, no cash outlay, limited near-term market impact.

The filing documents the Committee’s certification of performance metrics—81.1 % ROIC and 92.4 % EBITDA margin—triggering 10,560 additional PSUs for the CFO. Although the share count increases, the awards are not yet settled, thus no immediate dilution occurs. Because the shares were earned, not purchased, insider sentiment signals are weak. Nonetheless, metric achievement suggests corporate performance tracking reasonably close to internal targets, which could support future compensation credibility. Overall, the event is administratively important but not financially material to investors.

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
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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^*

Watson Patrick S

(Last) (First) (Middle)

525 WILLIAM PENN PLACE

33RD FLOOR

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President and CFO

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		1,636(1)	A	$0	38,216.79(5)	D
Common Stock	07/28/2025		A		2,796(2)	A	$0	41,012.79(5)	D
Common Stock	07/28/2025		A		2,496(3)	A	$0	43,508.79(5)	D
Common Stock	07/28/2025		A		3,632(4)	A	$0	47,140.79(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 1,636 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. Represents 2,796 performance stock units deemed to have been earned by the 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 2,496 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 3,632 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 356.79 shares held in the Kennametal Inc. 401(k) Plan

	Michelle R. Keating, as attorney-in-fact for Patrick Watson	07/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Kennametal (KMT) shares did CFO Patrick Watson earn on 28-Jul-2025?

He was credited with 10,560 common shares through performance stock-unit tranches.

What performance goals triggered the new KMT equity awards?

Adjusted ROIC at 81.1 % and adjusted EBITDA margin at 92.4 % under the 2022 PSU plan.

When will the newly earned shares vest for Kennametal’s CFO?

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

What is Patrick Watson’s total KMT share ownership after the Form 4 filing?

His direct beneficial ownership is 47,140.79 shares, including 356.79 shares in the 401(k) plan.

Did the Kennametal CFO buy these shares on the open market?

No. They are performance stock-unit awards earned at a $0 purchase price, not market purchases.