Batdorff Douglas J. 4

What Happened

• Douglas J. Batdorff, Senior VP, Manufacturing Operations at Kewaunee Scientific (KEQU), had restricted stock units (RSUs) settle on June 30, 2026. A total of 7,451 RSUs converted to common stock on a one-for-one basis. Pursuant to his election, 5,609 of those shares were paid in cash to him (reported as a disposition to the issuer) for $36.25 per share, totaling $203,326. In addition, 851 shares were withheld to cover tax withholding (reported as 851 shares disposed at $36.25, $30,849), and 535 shares were issued to him in shares from vested service-based RSUs.

Key Details

• Transaction date: June 30, 2026; Form 4 filed July 2, 2026 (timely).
• Cash paid in lieu of shares: 5,609 shares × $36.25 = $203,326.
• Tax withholding: 851 shares × $36.25 = $30,849 (share-withholding to satisfy tax liability).
• Shares actually issued to Batdorff: 535 shares from vested service-based RSUs (per footnote).
• Total RSUs converted/settled on June 30, 2026: 7,451 RSUs (combination of performance- and service-based awards).
• Footnotes: performance-based RSUs (3,739 units) vested at 150% of target, producing 5,609 shares (cash elected); several grants from 2023–2025 with mixed service- and performance-based vesting schedules are the source of these RSUs.
• Filing timeliness: filed July 2 for June 30 transactions; no late filing indicated.

Context

• These transactions reflect RSU settlements rather than an open-market sale. The 5,609-share “sale” was cash paid by the company because the insider elected cash in lieu of receiving those shares. The 851-share disposition is a standard tax-withholding event (coded F). Codes in the filing: M = derivative conversion (RSU settlement), D = disposition to issuer (cash-in-lieu), F = tax withholding.
• This is routine compensation vesting/settlement activity (including a performance payout at 150% of target) and not a typical insider open-market sale that might signal market views.