Form 8-K

8-K — KENNAMETAL INC

Accession: 0001193125-26-242043

Filed: 2026-05-27

Period: 2026-05-26

CIK: 0000055242

SIC: 3541 (MACHINE TOOLS, METAL CUTTING TYPES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d80893d8k.htm (Primary)

EX-99.1 (d80893dex991.htm)

EX-99.2 (d80893dex992.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2026

Kennametal Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania

1-5318

25-0900168

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS. Employer

Identification Number)

525 William Penn Place, Suite 3300

Pittsburgh, Pennsylvania

15219

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (412) 248-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Capital Stock, par value $1.25 per share

KMT

New York Stock Exchange

Preferred Stock Purchase Rights

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On May 26, 2026, Kennametal Inc. (the “Company”) issued (i) a press release announcing the pricing terms of its cash tender offer (the “Tender Offer”) to purchase any and all of the Company’s 4.625% Senior Notes due 2028, and (ii) a press release announcing the final results and expiration of the Tender Offer. Copies of the press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this report and are incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release of the Company issued May 26, 2026, announcing the pricing terms of the Tender Offer.

99.2

Press Release of the Company issued May 27, 2026, announcing the final results and expiration of the Tender Offer.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KENNAMETAL INC.

Date: May 27, 2026

By:

/s/ Michelle R. Keating

Michelle R. Keating

Vice President, Secretary and General Counsel

EX-99.1

Filename: d80893dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

DATE: May 26, 2026

Investor Relations

Media Relations

CONTACT: Michael Pici

CONTACT: Lori Lecker

PHONE: 412-790-0792

PHONE: 412-248-8224

michael.pici@kennametal.com

lori.lecker@kennametal.com

Kennametal Inc. Announces Pricing Terms of Cash Tender Offer for Debt Securities

PITTSBURGH, May 26, 2026— Kennametal Inc. (NYSE: KMT) (the “Company”) today announced the pricing terms of its previously announced

cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding 4.625% Senior Notes due 2028 (the “2028 Notes”). All other terms and conditions of the Tender Oﬀer remain unchanged and are described in

the Oﬀer to Purchase, dated May 19, 2026 (the “Oﬀer to Purchase”). Capitalized terms used in this news release and not defined herein have the meanings given to them in the Oﬀer to Purchase.

The consideration to be paid in the Tender Oﬀer for the 2028 Notes accepted for purchase was determined by reference to the fixed spread specified for

the 2028 Notes over the yield (the “Reference Yield”) based on the bid-side price of the U.S. Treasury Securities set forth in the table below (the “Tender Oﬀer Consideration”).

The Reference Yield listed in the table below were determined (pursuant to the Oﬀer to Purchase) at 2:00 p.m., New York City time, today, May 26, 2026, by the Lead Dealer Manager.

Kennametal Inc. | 525

William Penn Place, Suite 3300 | Pittsburgh, PA 15219 | www.kennametal.com

The following table sets forth the pricing information for the Tender Oﬀer:

Title of

Security

CUSIP(1)

Aggregate

Principal

Amount

Outstanding

Reference

U.S. Treasury

Security

Reference

Yield

Fixed

Spread

(basis

points)

Tender Offer

Consideration(2)

4.625% Senior Notes due 2028

489170AE0

300,000,000

3.875% U.S.

Treasury due

March 15, 2028

4.061

1,004.55

(1)

No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this news release or

printed on the 2028 Notes. They are provided solely for the convenience of Holders of the 2028 Notes.

(2)

Payable for each $1,000 principal amount of Notes validly tendered at or prior to the Expiration Time (as

defined below) and accepted for purchase by the Corporation. In addition, Holders whose Notes are accepted will also receive interest on such Notes accrued to the Settlement Date (as defined below).

The Tender Oﬀer will expire at 5:00 p.m., New York City time, on May 26, 2026, unless extended (such date and time, as the same may be extended,

the “Expiration Time”) or earlier terminated. In order to receive the Tender Oﬀer Consideration, Holders of 2028 Notes must validly tender and not validly withdraw their 2028 Notes (or comply with the procedures for guaranteed

delivery) prior to the Expiration Time.

Subject to satisfaction of the conditions to the Tender Oﬀer, settlement for all Notes validly tendered

pursuant to the Tender Oﬀer prior to the Expiration Time or pursuant to a Notice of Guaranteed Delivery is expected to be on May 29, 2026 (the “Settlement Date”).

BofA Securities is the Lead Dealer Manager for the Tender Offer. Global Bondholder Services Corporation is the Tender and Information Agent. Persons with

questions regarding the Tender Offer should contact BofA Securities at (888) 292-0070 (toll-free) or (980) 388-0539 (collect) or debt_advisory@bofa.com. Questions

regarding the tendering of 2028 Notes and requests for copies of the Offer to Purchase and Notice of Guaranteed Delivery and related materials should be directed to Global Bondholder Services Corporation at (212)

430-3774 (for banks and brokers) or (855) 654-2015 (all others, toll-free) or email contact@gbsc-usa.com. Copies of the Offer to

Purchase and Notice of Guaranteed Delivery are also available at the following web address: https://gbsc-usa.com/kennametal/.

This news release is neither an offer to purchase nor a solicitation of an offer to sell the 2028 Notes. The Tender Offer is made only by the Offer to

Purchase and Notice of Guaranteed Delivery and the information in this news release is qualified by reference to the Offer to Purchase dated May 19, 2026. There is no separate letter of transmittal in connection with the Offer to Purchase. None

of the Company, the Company’s Board of Directors, the Lead Dealer Manager, the Tender and Information Agent or the trustees with respect to any 2028 Notes is making any recommendation as to whether Holders should tender any 2028 Notes in

response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their 2028 Notes, and, if so, the

principal amount of 2028 Notes to tender.

About Kennametal

With over 85 years as an industrial technology leader, Kennametal Inc. delivers productivity to customers through materials science, tooling and

wear-resistant solutions. Customers across aerospace and defense, earthworks, energy, general engineering and transportation turn to Kennametal to help them manufacture with precision and efficiency. Every day approximately 8,100 employees

are helping customers in nearly 100 countries stay competitive. Kennametal generated $2 billion in revenues in fiscal 2025. Learn more at www.kennametal.com. Follow @Kennametal: Instagram, Facebook, LinkedIn and YouTube.

Kennametal Inc. was founded based on a tungsten carbide technology breakthrough in 1938 and was incorporated in Pennsylvania in 1943 as a manufacturer of

tungsten carbide metal cutting tooling. In 1967, it was listed on the New York Stock Exchange (NYSE).

The Company’s core expertise includes the

development and application of tungsten carbides, ceramics, super-hard materials and solutions used in metal cutting and extreme wear applications to keep customers up and running longer against conditions such as corrosion and high temperatures. We

bring together material science, technical expertise, innovation and customer service in a way that allows us to anticipate customers’ needs and help them overcome problems and achieve their manufacturing objectives.

Our standard and custom product offering spans metal cutting and wear applications including turning, milling, hole making, tooling systems and services, as

well as specialized wear components and metallurgical powders. End users of the Company’s metal cutting products include manufacturers engaged in a diverse array of industries including: transportation vehicles and components, machine tools

and light and heavy machinery; airframe and aerospace components; and energy-related components for the oil and gas industry, as well as power generation. The Company’s wear and metallurgical powders are used by producers and suppliers in

equipment-intensive operations such as road construction, mining, quarrying, oil and gas exploration, refining, production and supply, and for aerospace and defense.

Our principal executive offices are located at 525 William Penn Place Suite 3300, Pittsburgh, Pennsylvania 15219, and our telephone number is (412) 248-8000.

Cautionary Statement Regarding Forward-Looking Statements

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release

relating to matters that are not historical facts, including those regarding the Tender Offer and the timing and outcome thereof, are “forward-looking statements” that involve certain risks and uncertainties that could cause actual

outcomes and results to materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, general market conditions and other financial,

operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary

statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise.

###

EX-99.2

Filename: d80893dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE:

DATE: May 27, 2026

Investor Relations

Media Relations

CONTACT: Michael Pici

CONTACT: Lori Lecker

PHONE: 412-790-0792

PHONE: 412-248-8224

michael.pici@kennametal.com

lori.lecker@kennametal.com

Kennametal Inc. Announces Final Results and Expiration of

Cash Tender Offer for Debt Securities

PITTSBURGH, May 27, 2026 - Kennametal Inc. (NYSE: KMT) (the “Company”) today announced the final results and expiration of its previously

announced cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding notes listed in the table below (the “Notes”). Capitalized terms used in this news release and not defined herein have the meanings

given to them in the Oﬀer to Purchase, dated May 19, 2026 (the “Oﬀer to Purchase”).

According to the information provided

by Global Bondholder Services Corporation, the aggregate principal amount of the Notes that were validly tendered and not validly withdrawn as of the Expiration Time is set forth in the table below.

Title of Security

CUSIP(1)

Aggregate Principal

Amount Outstanding Prior

to Tender Offer

Aggregate Principal

Amount Tendered(2)

4.625% Senior Notes due 2028

489170AE0

300,000,000

209,384,000

(1)

No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this news release or

printed on the Notes. They are provided solely for the convenience of Holders of the Notes.

(2)

As reported by Global Bondholder Services Corporation, the Tender and Information Agent for the Tender Offer.

The Tender Oﬀer was made pursuant to the terms and conditions contained in the Oﬀer to Purchase and the related Notice of

Guaranteed Delivery for the Tender Oﬀer, dated May 19, 2026.

Kennametal Inc. | 525

William Penn Place, Suite 3300 | Pittsburgh, PA 15219 | www.kennametal.com

Subject to satisfaction of the conditions to the Tender Oﬀer, including completion of the previously

announced public oﬀering of senior notes (the “Concurrent Notes Oﬀering”) which is expected to occur on May 28, 2026, the Corporation expects to accept for payment all Notes validly tendered pursuant to the Tender

Oﬀer and not validly withdrawn on May 29, 2026 (the “Settlement Date”). All payments for Notes purchased by the Corporation in connection with the Tender Oﬀer will also include accrued and unpaid interest on the

principal amount of Notes accepted for purchase from the last interest payment date applicable to the Notes up to, but not including, the Settlement Date.

BofA Securities is the Lead Dealer Manager for the Tender Offer. Global Bondholder Services Corporation is the Tender and Information Agent. Persons with

questions regarding the Tender Offer should contact BofA Securities at (888) 292-0070 (toll-free) or (980) 388-0539 (collect) or debt_advisory@bofa.com. Questions

regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or

(855) 654-2015 (all others, toll-free) or email contact@gbsc-usa.com. Copies of the Offer to Purchase are also available at the following web address: https://gbsc-usa.com/kennametal/.

This news release is neither an offer to purchase nor a solicitation of an offer to

sell the Notes. The Tender Offer was made only by the Offer to Purchase and Notice of Guaranteed Delivery and the information in this news release is qualified by reference to the Offer to Purchase dated May 19, 2026. None of the Company, the

Company’s Board of Directors, the Lead Dealer Manager, the Tender and Information Agent or the trustees with respect to any Notes is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer, and

neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

About Kennametal

With over 85 years as an industrial

technology leader, Kennametal Inc. delivers productivity to customers through materials science, tooling and wear-resistant solutions. Customers across aerospace and defense, earthworks, energy, general engineering and transportation turn

to Kennametal to help them manufacture with precision and efficiency. Every day approximately 8,100 employees are helping customers in nearly 100 countries stay competitive. Kennametal generated $2 billion in revenues in fiscal 2025.

Learn more at www.kennametal.com. Follow @Kennametal: Instagram, Facebook, LinkedIn and YouTube.

Kennametal Inc. was founded based on a tungsten carbide technology breakthrough in 1938 and was incorporated

in Pennsylvania in 1943 as a manufacturer of tungsten carbide metal cutting tooling. In 1967, it was listed on the New York Stock Exchange (NYSE).

The

Company’s core expertise includes the development and application of tungsten carbides, ceramics, super-hard materials and solutions used in metal cutting and extreme wear applications to keep customers up and running longer against conditions

such as corrosion and high temperatures. We bring together material science, technical expertise, innovation and customer service in a way that allows us to anticipate customers’ needs and help them overcome problems and achieve their

manufacturing objectives.

Our standard and custom product offering spans metal cutting and wear applications including turning, milling, hole making,

tooling systems and services, as well as specialized wear components and metallurgical powders. End users of the Company’s metal cutting products include manufacturers engaged in a diverse array of industries including: transportation vehicles

and components, machine tools and light and heavy machinery; airframe and aerospace components; and energy-related components for the oil and gas industry, as well as power generation. The Company’s wear and metallurgical powders are used by

producers and suppliers in equipment-intensive operations such as road construction, mining, quarrying, oil and gas exploration, refining, production and supply, and for aerospace and defense.

Our principal executive offices are located at 525 William Penn Place Suite 3300, Pittsburgh, Pennsylvania 15219, and our telephone number is (412) 248-8000.

Cautionary Statement Regarding Forward-Looking Statements

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release

events or otherwise.

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