kmt-20250212

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): February 12, 2025

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 No.)

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

(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

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


Title of each class	Trading Symbol	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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Kennametal Inc. (the “Company” or “Kennametal”) filed a Current Report on Form 8-K on January 15, 2025 regarding Mr. Franklin Cardenas leaving the Company. In connection with this departure, the Company agreed to a Separation Agreement with Mr. Cardenas on February 12, 2025, which contains a general release of claims and certain restrictive covenants, and provides that Mr. Cardenas will receive the benefits to which he is contractually entitled under his employment agreement with the Company, along with: (i) annual incentive plan payment for fiscal year 2025 at actual Company performance pursuant to the terms of the annual incentive plan; (ii) twelve months of the Company’s subsidy for his health insurance elections, and (iii) continuation of vesting of his long-term incentive awards through August 15, 2025 in accordance with the terms and conditions of the applicable restricted stock unit and performance stock unit grant agreements between Mr. Cardenas and the Company.

The foregoing description of the terms and conditions of the Separation Agreement with Mr. Cardenas is subject to the entire agreement, which is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 S eparation Agreement for Franklin Cardenas

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

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

KENNAMETAL INC.

Date:

February 14, 2025

By:

/s/ Michelle R. Keating

Michelle R. Keating

Vice President, Secretary and General Counsel

Kennametal Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits