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  4. [Form 4] Kennametal Inc. Insider Trading Activity

Kennametal Insider Grant Lifts Executive Stake to 50.7K Shares

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

Rhea-AI Filing Summary

Form 4 filing for Kennametal Inc. (KMT) discloses that Vice President Carlonda R. Reilly earned 8,535 performance stock units (PSUs) on 07/28/2025 under the company’s 2020 and 2024 Stock & Incentive Plans.

  • PSUs relate to adjusted ROIC and adjusted EBITDA margin targets for the 2022-2024 Performance Unit Awards.
  • Payout multiples approved by the Compensation & Human Capital Committee were 81.1 % for ROIC tranches and 92.4 % for the EBITDA-margin tranche.
  • All four PSU tranches will vest only if the executive remains employed through dates ranging from 08/15/2025 to 08/15/2027.
  • No shares were sold; acquisition price recorded as $0.
  • Total direct ownership increased to 50,660 common shares following the transactions.

The filing indicates ongoing equity-based retention incentives but does not contain financial performance data or guidance. Market impact is expected to be minimal, serving primarily as a disclosure of insider equity grants rather than trading activity.

Positive

  • Increase in insider ownership: Direct holdings rose to 50,660 shares, showing ongoing executive alignment with shareholder interests.

Negative

  • None.

Insights

TL;DR: Routine equity grant; insider stake rises, no cash outflow or sale.

The VP received 8,535 PSUs tied to ROIC and EBITDA margin metrics, lifting direct holdings to 50,660 shares. Because grants were earned, not purchased, there is no cash implication. Vesting remains contingent on tenure, so dilution is deferred and limited. The payout multiples (81.1 % and 92.4 %) suggest moderate achievement of targets; however, figures are immaterial to Kennametal’s float. Investor takeaway: neutral corporate-governance disclosure with negligible EPS impact.

TL;DR: Performance-linked equity aligns management incentives; no red flags.

The Committee’s use of ROIC and EBITDA margin reinforces value-centric metrics. Continued-employment vesting clauses promote retention through 2027. No discretionary adjustments were noted, and filing is timely—indicating sound compliance. Because no dispositions occurred, the signal is mildly positive for alignment but not materially impactful for shareholders.

Insider Reilly Carlonda R.
Role Vice President
Type Security Shares Price Value
Grant/Award Common Stock 1,675 $0.00 --
Grant/Award Common Stock 2,862 $0.00 --
Grant/Award Common Stock 1,935 $0.00 --
Grant/Award Common Stock 2,063 $0.00 --
Holdings After Transaction: Common Stock — 43,800 shares (Direct)
Footnotes (1)
  1. Represents 1,675 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 Represents 2,862 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 Represents 1,935 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 2,063 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
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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*
Reilly Carlonda R.
(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
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 1,675(1) A $0 43,800 D
Common Stock 07/28/2025 A 2,862(2) A $0 46,662 D
Common Stock 07/28/2025 A 1,935(3) A $0 48,597 D
Common Stock 07/28/2025 A 2,063(4) A $0 50,660 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 1,675 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 2,862 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 1,935 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 2,063 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
Michelle R. Keating, as attorney-in-fact for Carlonda Reilly 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 Kennametal (KMT) shares did the executive acquire?

Vice President Carlonda R. Reilly earned 8,535 performance stock units on 07/28/2025.

Did the filing involve any insider sales of KMT stock?

No. All reported transactions were acquisitions at $0 cost; there were no sales or dispositions.

What performance metrics triggered the PSU awards?

Awards were based on adjusted ROIC (81.1 % payout) and adjusted EBITDA margin (92.4 % payout) targets.

When will the newly earned PSUs vest?

Vesting requires continued employment through dates ranging from 08/15/2025 to 08/15/2027 depending on the award tranche.

What is Carlonda Reilly’s total direct ownership after the transactions?

The filing lists 50,660 shares of Kennametal common stock held directly.

Does this Form 4 affect Kennametal’s earnings or guidance?

No financial performance or guidance information is provided; the filing is solely an insider ownership update.