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 | ||||||