Material Agreement, Financial Obligation (Form 8-K)

On May 28, 2026 Kennametal Inc., a Pennsylvania corporation ("Kennametal" or the "Company"), completed the public offer and sale of $300,000,000 aggregate principal amount of the Company's 5.800% Senior Notes due May 28, 2036 (the "Notes"). The net proceeds to the Company from the sale of the Notes, after deducting the underwriters' discount and the estimated offering expenses payable by Kennametal, are approximately $295,932,716.

Kennametal intends to use the net proceeds from the Notes offering to fund the consideration for the purchase of its 4.625% Senior Notes due 2028 (the "2028 Notes") validly tendered and accepted for purchase pursuant to a previously announced concurrent tender offer for the 2028 Notes. Any excess proceeds will be used for general corporate purposes, which may include redemption or repayment of outstanding indebtedness, including any untendered 2028 Notes.

The Notes were issued pursuant to an Indenture dated February 14, 2012 (the "Base Indenture") between Kennametal and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) ("U.S. Bank"), as trustee, as supplemented by the Fifth Supplemental Indenture dated May 28, 2026 (the "Fifth Supplemental Indenture") between Kennametal and U.S. Bank, as trustee. Kennametal may issue additional debt securities from time to time pursuant to the Base Indenture.

The foregoing description of the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which and the form of the Note are filed as Exhibits 4.1 and 4.2, respectively, to this report on Form 8-K, and are incorporated herein by reference into the Registration Statement No. 333-283027 (the "Registration Statement").

The information set forth in Item 1.01 above with respect to the Notes, the Base Indenture and the Fifth Supplemental Indenture is incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.