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Kennametal Insider Awarded 10.7k PSUs for ROIC & EBITDA Goals

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

Rhea-AI Filing Summary

Form 4 – Kennametal Inc. (KMT)

On 28 Jul 2025, Vice President Michelle R. Keating was credited with a total of 10,725 performance stock units (PSUs) at no cost under the company’s 2020 and 2024 Stock & Incentive Plans. The PSUs were earned as follows:

  • 2,102 PSUs – 2022 award, adjusted ROIC tranche, 81.1 % payout.
  • 3,592 PSUs – 2022 award, adjusted EBITDA margin tranche, 92.4 % payout.
  • 2,251 PSUs – 2023 award, adjusted ROIC tranche, 81.1 % payout.
  • 2,780 PSUs – 2024 award, adjusted ROIC tranche, 81.1 % payout.

The shares will vest between 15 Aug 2025 and 15 Aug 2027, contingent on the executive’s continued employment. Following the credits, Keating’s direct beneficial ownership rose to approximately 42,268 common shares (including 74.27 shares in the Kennametal 401(k) plan). No open-market purchases or sales took place; therefore the filing is primarily administrative rather than market-moving.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insider received 10.7k PSUs for meeting ROIC & EBITDA goals; no cash outlay, neutral dilution risk.

The award reflects previously disclosed incentive structures and confirms management hit 81 % of ROIC and 92 % of EBITDA targets for the relevant periods. Because the shares were already reserved, the action has no immediate P&L or cash-flow impact and minimal dilution (<0.02 % of basic shares). Insider alignment may be viewed positively, but absence of open-market buying limits any bullish signal. Overall, the event is routine and unlikely to influence valuation or trading dynamics.

TL;DR: Standard equity incentive administration; governance processes appear followed.

The Compensation & Human Capital Committee approved payouts using pre-set metrics, demonstrating adherence to performance-based pay philosophy. Vesting is time-based, extending to 2027, which encourages retention. No red flags in disclosure timing or structure were noted. Governance impact is neutral; investors should monitor future Form 4s for open-market activity as a stronger sentiment indicator.

Insider Keating Michelle R
Role Vice President
Type Security Shares Price Value
Grant/Award Common Stock 2,102 $0.00 --
Grant/Award Common Stock 3,592 $0.00 --
Grant/Award Common Stock 2,251 $0.00 --
Grant/Award Common Stock 2,780 $0.00 --
Holdings After Transaction: Common Stock — 33,644.72 shares (Direct)
Footnotes (1)
  1. Represents 2,102 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 3,592 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 2,251 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 2,780 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 74.27 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*
Keating Michelle 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 2,102(1) A $0 33,644.72(5) D
Common Stock 07/28/2025 A 3,592(2) A $0 37,236.72(5) D
Common Stock 07/28/2025 A 2,251(3) A $0 39,487.72(5) D
Common Stock 07/28/2025 A 2,780(4) A $0 42,267.72(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 2,102 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 3,592 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 2,251 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 2,780 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 74.27 shares held in the Kennametal Inc. 401(k) Plan
Michelle R. Keating 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 Kennametal (KMT) insider Michelle Keating acquire on 28-Jul-2025?

She was credited with 10,725 performance stock units across four award tranches.

Were any cash transactions involved in the Form 4 filed by KMT's Vice President?

No. The PSUs were awarded at $0 exercise price; no open-market purchase or sale occurred.

What performance metrics triggered the PSU payouts for Kennametal's 2022 award?

Payouts were based on adjusted ROIC (81.1 %) and adjusted EBITDA margin (92.4 %) achievements.

What is Michelle Keating’s total beneficial ownership after the transaction?

Her direct holding increased to approximately 42,268 common shares, including 74.27 shares in the 401(k) plan.

When will the newly earned Kennametal PSUs vest?

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