Gardner Donald T. III 4
4 · KEWAUNEE SCIENTIFIC CORP /DE/ · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
Kewaunee Scientific (KEQU) CFO Donald T. Gardner III Sells Shares
What Happened
- Donald T. Gardner III, Chief Financial Officer of Kewaunee Scientific (KEQU), had restricted stock units (RSUs) convert to common stock on June 30, 2026. The filing shows a conversion/exercise of 21,265 derivative units into common shares.
- As part of the settlement he received shares and also had shares/cash settled: 12,000 shares were disposed to the issuer for $36.25 each ($435,000 total), and 4,027 shares were surrendered to cover taxes (valued at $36.25 each; $145,979). Per the footnotes, 6,723 shares were issued to him in aggregate and he elected cash in lieu of 12,000 RSUs for the performance award portion.
- These actions are settlements of RSU awards (not open-market purchases or option buys). Sales here appear to be routine cash settlements and tax withholding rather than a traditional open-market sale.
Key Details
- Transaction date: June 30, 2026; Form 4 filed July 2, 2026 (appears timely — generally within the SEC’s two-business-day rule).
- Prices and values reported: 12,000 shares sold to issuer at $36.25 = $435,000; 4,027 shares withheld for taxes at $36.25 = $145,979. Conversion entries shown at $0 reflect RSU-to-stock settlements.
- Shares reported issued/received: filing shows conversion of 21,265 RSUs and, per footnote, 6,723 shares were delivered to the reporting person; 12,000 RSUs were cash-settled per the reporting person’s election.
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Footnotes: (F1–F5) describe service- and performance-based RSU grants from prior years and vesting/settlement mechanics; F2 explains the performance RSUs vested at 150% of target, and that the reporting person elected cash in lieu for 12,000 shares. Transaction codes: M = exercise/conversion of derivative (RSU settlement); D = disposition to issuer; F = payment of tax liability/withholding.
Context
- This was an RSU settlement with cash election and tax-withholding — a common, administratively driven event when awards vest. The sale of 12,000 shares to the issuer represents cash settlement rather than an open-market directional sale by the insider.
- For retail investors: such transactions typically reflect compensation vesting mechanics (including performance payouts and elections), so they do not necessarily signal the insider’s view on the company’s near-term prospects.
Insider Transaction Report
Form 4
Gardner Donald T. III
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-06-30+21,265→ 30,829 total - Disposition to Issuer
Common Stock
2026-06-30$36.25/sh−12,000$435,000→ 18,829 total - Tax Payment
Common Stock
2026-06-30$36.25/sh−4,027$145,979→ 14,802 total - Exercise/Conversion
Restricted Stock Units FY24
[F1][F2][F3]2026-06-30−6,723→ 0 total→ Common Stock (18,723 underlying) - Exercise/Conversion
Restricted Stock Units FY25
[F1][F4]2026-06-30−1,034→ 5,693 total→ Common Stock (1,034 underlying) - Exercise/Conversion
Restricted Stock Units FY26
[F1][F5]2026-06-30−1,508→ 7,539 total→ Common Stock (1,508 underlying)
Footnotes (5)
- [F1]Service-based restricted stock units ("RSUs") convert to common stock on a one-for-one basis.
- [F2]On June 30, 2026, 11,397 of the reporting person's performance-based RSUs were settled following certification of performance results for the applicable performance period, which resulted in the performance-based RSUs vesting at 150% of target. In the settlement, the reporting person received (a) 5,095 shares and (b) pursuant to an election made by the reporting person, cash in settlement of RSUs otherwise entitling the reporting person to receive 12,000 shares. In addition, on June 30, 2026, 1,628 of the reporting person's service-based RSUs vested. Accordingly, the reporting person received 6,723 shares in the aggregate as a result of the settlement of these RSUs, as well as a payment in cash in lieu of 12,000 shares.
- [F3]On June 28, 2023, the reporting person was granted RSUs that vest as follows: (a) 30% of the number of RSUs subject to the award consisted of service-based RSUs that vested in three equal annual installments beginning on June 30, 2024, subject to the reporting person's continued employment with the Company, and (b) 70% of the number of RSUs subject to the award consisted of performance based RSUs that vested only if performance goals were achieved over a three-year period. The actual number of shares (if any) received upon settlement of the performance-based RSUs depended on continued employment and actual performance over the three-year period.
- [F4]On June 28, 2024, the reporting person was granted RSUs that vest as follows: (a) 40% of the number of RSUs subject to the award consisted of service-based RSUs that vest in three equal annual installments beginning on June 30, 2025, subject to the reporting person's continued employment with the Company, and (b) 60% of the number of RSUs subject to the award consisted of performance based RSUs that vest only if performance goals were achieved over a three-year period. The actual number of shares (if any) received upon settlement of the performance-based RSUs depends on continued employment and actual performance over the three-year period.
- [F5]On June 25, 2025, the reporting person was granted RSUs that vest as follows: (a) 50% of the number of RSUs subject to the award consisted of service-based RSUs that vested in three equal annual installments beginning on June 30, 2026, subject to the reporting person's continued employment with the Company, and (b) 50% of the number of RSUs subject to the award consisted of performance based RSUs that vested only if performance goals were achieved over a three-year period. The actual number of shares (if any) received upon settlement of the performance-based RSUs depends on continued employment and actual performance over the three-year period.
Signature
/s/ Donald T. Gardner III|2026-07-02