Kennametal Inc.

07/29/2026 | Press release | Distributed by Public on 07/29/2026 10:31

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Keating Michelle R
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
(Last) (First) (Middle)
525 WILLIAM PENN PLACE, 33RD FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2026
(Street)
PITTSBURGH, PA 15219
4. If Amendment, Date 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
(City) (State) (Zip)
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 07/27/2026 A 5,552(1) A $ 0 27,870.30(2) D
Common Stock 07/27/2026 A 8,328(3) A $ 0 36,198.30(2) D
Common Stock 07/27/2026 A 6,858(4) A $ 0 43,056.30(2) D
Common Stock 07/27/2026 A 5,994(5) A $ 0 49,050.30(2) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Keating Michelle R
525 WILLIAM PENN PLACE
33RD FLOOR
PITTSBURGH, PA 15219
Vice President

Signatures

Michelle R. Keating 07/29/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents 5,552 performance stock units deemed to have been earned by Compensation and Human Capital Committee, the Committee, on July 27, 2026, with respect to the third 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 27, 2026, the Committee approved adjusted ROIC payout multiple at 200.0 percent 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
(2) Includes 78.85 shares held in the Kennametal Inc. 401(k) Plan
(3) Represents 8,328 performance stock units deemed to have been earned by the Committee on July 27,2026, with respect to the tranche of the 2023 Performance Unit Award relating to adjusted EBITDA margin, under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 27,2026, the Committee approved adjusted EBITDA margin payout at 200.0 percent 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, 2025
(4) Represents 6,858 performance stock units deemed to have been earned by the Committee on July 27, 2026, with respect to the second 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 27, 2026, the Committee approved adjusted ROIC payout at 200.0 percent 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) Represents 5,994 performance stock units deemed to have been earned by the Committee on July 27, 2026, with respect to the first tranche of the Performance Unit Award granted to the reporting person on August 15, 2025, the 2025 Performance Unit Award, under the Kennametal Inc. 2024 Stock and Incentive Plan. On July 27, 2026, the Committee approved adjusted ROIC payout multiple at 200.0 percent for the first tranche of the 2025 Performance Unit Award; vesting and actual distribution of these shares remain subject to the reporting persons continued employment with the Company through August 15, 2028
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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