肯纳金属美股招股说明书(2026-05-20版)

$300,000,000 5.800% Senior Notes due 2036 We are offering $300,000,000 aggregate principal amount of 5.800% Senior Notes due 2036 (the “notes”). We will pay interest on the notes semi-annually in arrears on May28 andNovember28of each year, beginning on November28, 2026. The notes will mature on May28, 2036. We may redeem some or all of the notes at any time at the redemption price described in this prospectus supplement under the heading “Description ofthe Notes—Optional Redemption.” If a change of control triggering event as described in this prospectus supplement under the heading “Description of We intend to use the net proceeds from this offering to fund purchases of the 2028 Tender Offer Notes (as defined under “Summary—RecentDevelopments—Tender Offer”) in the Tender Offer (as defined under “Summary—Recent Developments—Tender Offer”) and to pay certain related The notes will be our general unsecured senior obligations and will rank equally with all of our other senior unsecured and unsubordinated indebtednessfrom time to time outstanding. We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated dealer quotation system.Currently, there is no public market for the notes. Investing in the notes involves significant risk. You should carefully consider the risks described inthe “Risk Factors”section of this prospectus supplement beginning on pageS-10 and similar sections in our filings with the Securities andExchange Commission that are incorporated or deemed to be incorporated by reference herein before investing in any Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. PerNoteTotalPublic offering price99.648%$298,944,000Underwriting discounts0.650%$1,950,000Proceeds to Kennametal Inc., before expenses (1)98.998%$296,994,000 (1)Plus accrued interest, if any, from May28, 2026, if settlement occurs after that date. The underwriters expect to deliver the notes only in book-entry form through the facilities of The Depository Trust Company for the accounts of itsparticipants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A., on or about May28, 2026. PNC Capital Markets LLCCitizens Capital Markets Truist Securities TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE NOTESCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSKENNAMETAL INC.RISK FACTORSNOTE REGARDING FORWARD-LOOKING INFORMATIONUSE OF PROCEEDSDESCRIPTION OF SECURITIESDESCRIPTION OF KENNAMETAL CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTS DESCRIPTION OF PURCHASE CONTRACTS DESCRIPTION OF DEPOSITARY SHARES PLAN OF DISTRIBUTION WHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement supplements the accompanying prospectus. The accompanying prospectus is part of a registration statement that we filedwith the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer fromtime to time common stock, senior or subordinated debt securities, preferred stock, warrants, purchase contracts, units or depositary shares. Theaccompanying prospectus provides you with a general description of these securities, and this prospectus supplement contains specific information This prospectus supplement, or the information incorporated by reference, may add, update or change information in the accompanying prospectus. Ifinformation in this prospectus supplement, or the information incorporated by reference, is inconsistent with the accompanying prospectus, this It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in making yourinvestment decision. You should also read and consider the information in the documents we have referred you to under “Where You Can Find More When used in this prospectus supplement, unless otherwise mentioned or unless the context requires otherwise (including when describing the terms ofthe notes), the terms “we,” “our,” “us,” the “Company,” and “Kennametal” refer to Kennametal Inc. and its subsidiaries. Unless otherwise specified, any Neither we nor the underwriters have authorized any other person to provide you with different or additional information other than that contained in orincorporated by reference in this prospectus supplement and the accompanying prospectus and in any free writing prospectus filed by the Company withthe