Gardner Donald T. III 4

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.