[Form 4] Kennametal Inc. Insider Trading Activity

Rhea-AI Filing Summary

Douglas T. Dietrich, a director of Kennametal Inc. (KMT), reported acquiring 991.138 stock credits on 08/26/2025 at an attributable price of $21.44 per share, resulting in beneficial ownership of 8,595.952 shares. The filing explains the credits are 1-for-1 and become payable in common stock upon a change of control or when the director retires (unless he elects immediate conversion after retirement). The reported total includes 64.347 stock credits from the Kennametal Stock Incentive Plan dividend reinvestment feature and 15.098 credits from the Directors Stock Incentive Plan reinvestment. The Form 4 was executed by an attorney-in-fact and dated 08/27/2025.

Positive

• Director increased beneficial ownership to 8,595.952 shares through acquisition of 991.138 stock credits.
• Dividend reinvestment used to acquire additional stock credits (64.347 and 15.098), indicating insider alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director acquired ~991 stock credits, modestly increasing his stake to 8,595.952 shares; transaction appears routine and alignment-focused.

The purchase of 991.138 stock credits at $21.44 reflects a nondiscretionary acquisition tied to the company's director compensation and dividend reinvestment arrangements rather than an opportunistic open-market trade. The resulting beneficial ownership of 8,595.952 shares signals continued insider alignment with shareholders but is small relative to typical institutional positions. No debt, option exercise, or derivative restructuring is disclosed, and the credits' conversion triggers (change of control or retirement) suggest these are retention-oriented awards.

Corporate Governance Expert

TL;DR: The filing documents a standard director stock-credit acquisition with customary conversion conditions; governance implications are routine.

The stock credits are governed by the Kennametal stock incentive plans and include dividend reinvestment components, indicating standard governance practice to align director compensation with long-term shareholder value. The conversion upon change of control or retirement is a typical retention and continuity mechanism. The use of an attorney-in-fact to file the Form 4 and the clear disclosure of reinvested credits demonstrate compliance with Section 16 reporting requirements. No departures from expected governance norms are evidenced.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DIETRICH DOUGLAS T

(Last) (First) (Middle)

622 THIRD AVENUE

(Street)

NEW YORK X1 10017

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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

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
Stock Credits	(1)	08/26/2025		A		991.138		(2)	(2)	Common Stock	991.138	$21.44	8,595.952(3)	D

Explanation of Responses:

1. 1 for 1

2. The stock credits become payable in common stock (i) in the event of a change of control of the company or (ii) on the date that the reporting person ceases (other than by death) to be a director ("retirement"), unless the reporting person has elected to receive the common stock represented by the stock credits following retirement

3. Includes 64.347 stock credits acquired pursuant to a dividend reinvestment feature of the Kennametal Inc. Stock Incentive Plan of 2002 and 15.098 stock credits acquired pursuant to a dividend reinvestment feature of the Kennametal Inc. Directors Stock Incentive Plan, as amended. The company maintains a separate dividend reinvestment plan available to its shareholders that satisfies the requirement of Rule 16a-11 of the Securities and Exchange Act of 1934, as amended

	Michelle R. Keating, as attorney-in-fact for Douglas T. Dietrich	08/27/2025
	** 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

What transaction did Douglas T. Dietrich report on Form 4 for KMT?

The Form 4 reports acquisition of 991.138 stock credits on 08/26/2025, recorded at an attributable price of $21.44 per share.

How many shares does Dietrich beneficially own after this transaction?

He reports beneficial ownership of 8,595.952 shares following the reported transaction.

When do the stock credits convert into common stock?

The stock credits convert 1-for-1 into common stock upon a change of control or when the director retires, unless he elects earlier conversion after retirement.

Do the reported shares include dividend reinvestment purchases?

Yes; the filing states it includes 64.347 credits from the Stock Incentive Plan reinvestment and 15.098 from the Directors Stock Incentive Plan reinvestment.

Who signed and filed the Form 4?

The Form 4 was executed by Michelle R. Keating, as attorney-in-fact for Douglas T. Dietrich and dated 08/27/2025.