What changed in this filing

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Item 9A. Controls and Procedures

2026-06-26 compared with 2025-07-02 · 46 added, 26 removed, 252 unchanged (22% of the section changed)

4 unchanged sentences

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective.

In designing disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives, and that management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In designing disclosure controls and procedures, we recognize that any controls and procedures, no matter how well

designed and operated, can provide only reasonable assurance of achieving desired control objectives, and that management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

In November 2024, the Company completed the acquisition of Nu Aire.

The Company is in the process of integrating Nu Aire into its systems and control environment as of April 30, 2025.

The Company believes it has taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.

In accordance with the general guidance issued by the staff of the SEC, Nu Aire was excluded from the scope of management's report on internal control over financial reporting for the year ended April 30, 2025.

Management's Report on Internal Control Over Financial Reporting

22 unchanged sentences

Hull III 50 President and Chief Executive Officer

Gardner III 46 Vice President, Finance, Chief Financial Officer, Treasurer and Secretary

Noble 47 Vice President, Sales and Marketing—Americas

Phillips 48 Vice President, Human Resources

Mandar Ranade 51 Vice President of Information Technology and Engineering

Batdorff 52 Vice President of Manufacturing Operations

Boopathy Sathyamurthy 56 Vice President, Kewaunee Scientific Corporation Singapore Pte.

Ltd., Managing Director, International Operations

Gardner III 47 Executive Vice President, Finance, Chief Financial Officer, Treasurer and Secretary

Noble 48 Senior Vice President, Sales and Market Development

Phillips 49 Senior Vice President, People & Culture

Mandar Ranade 52 Senior Vice President, Information Technology and Engineering

Batdorff 53 Senior Vice President of Manufacturing Operations

Bhoopathy Sathyamurthy 57 Senior Vice President, Kewaunee Scientific Corporation Singapore Pte.

Ltd., President of Kewaunee International Group

Hull III joined the Company in November 2015 as Vice President, Finance, Chief Financial Officer, Treasurer and Secretary.

7 unchanged sentences

Gardner III joined the Company in April 2019 as Vice President of Finance and Chief Financial Officer and was also elected by the Board of Directors to the positions of Secretary and Treasurer.

In April 2026, Mr.

Gardner's position was changed to Executive Vice President, Finance as well as Chief Financial Officer, Treasurer, and Secretary.

Gardner has a Bachelor of Science degree in Accounting from the Indiana University of Pennsylvania and a Master of Business Administration from the University of Pittsburgh, Joseph M.

8 unchanged sentences

Noble joined the Company in July 2018 as Vice President of Sales and Marketing - Americas.

In April 2026, Mr.

Noble’s position was changed to Senior Vice President of Sales and Market Development.

He has a Bachelor of Science degree from the University of Tennessee.

3 unchanged sentences

She was promoted to Director of Human Resources in June 2007 and was elected Vice President of Human Resources in June 2009.

In April 2026, Ms.

Phillips position was changed to Senior Vice President of People & Culture.

Phillips has a Bachelor of Science degree in Psychology and a Minor in Management from Western Carolina University and holds HR certifications to include SPHR and SHRM-SCP.

Prior to joining the Company, she held Human Resources leadership positions at Thomasville Furniture and Hickory Chair and lastly, prior to joining Kewaunee, was Director of Human Resources for Vanguard Furniture Co., Inc., a manufacturer of household furniture.

Prior to joining the Company, she held Human Resources leadership positions at Thomasville Furniture and Hickory

Chair and lastly, prior to joining Kewaunee, was Director of Human Resources for Vanguard Furniture Co., Inc., a manufacturer of household furniture.

Mandar Ranade joined the Company in December 2019 as Vice President of Information Technology.

1 unchanged sentence

Ranade's responsibilities were expanded to include Engineering and Standards oversight and he now holds the position of Vice President of Information Technology and Engineering.

In April 2026, Mr.

Ranade's position was changed to Senior Vice President of Information Technology and Engineering.

He has a Master of Business Administration, Finance, from the University of Leeds, Leeds, United Kingdom, and a Bachelor of Engineering, Polymers, from University of Pune, Pune, India.

7 unchanged sentences

He has significant experience in directing and guiding manufacturing operations, focusing on improvement of business performance, maximizing growth and profitability.

In April 2026, Mr.

Batdorff's position was changed to Senior Vice President of Manufacturing Operations.

Batdorff has a Bachelor of Science Degree in Mechanical Engineering from Michigan State University and a Masters in Manufacturing Operations from Kettering University.

9 unchanged sentences

Ltd., the holding company for Kewaunee's subsidiaries in India and Singapore, in September 2014.

In April 2026, Mr.

Sathyamurthy's position was changed to Senior Vice President of Kewaunee Scientific Corporation Singapore Pte.

Ltd., as well as President of Kewaunee International Group.

He holds a Bachelor Degree in Mechanical Engineering from University of Madras and a Masters of Business Administration from University of Madras.

28 unchanged sentences

2017 Omnibus Incentive Plan 98,422 $ 15.97 —

2023 Omnibus Incentive Plan

127,858 $ 38.56 290,636

24 unchanged sentences

2 Plan of acquisition

2.1 S ecurities Purchase Agreement, dated as of November 1, 2024, by and among Kewaunee Scientific Corporation, Nu Aire, Inc., Richard A.

2.1 Securities Purchase Agreement, dated as of November 1, 2024, by and among Kewaunee Scientific Corporation, Nu Aire, Inc., Richard A.

Peters, William F.

Peters, Rita Peters Revocable Trust, and any amendments there to, Richard A.

Peters Revocable Trust dated May 18, 2020, and any amendments thereto, Wil liam F.

Peters, Rita Peters Revocable Trust, and any amendments thereto, Richard A.

Peters Revocable Trust dated May 18, 2020, and any amendments thereto, William F.

Peters 2023 Irrevocable Trust dated December 20, 2023, and any amendments thereto, William F.

Peters Revocable Trust, and any amendments thereto, and Will iam F.

Peters Revocable Trust, and any amendments thereto, and William F.

Peters, as Sellers' Representative

1 unchanged sentence

3.1 Conformed copy of Restated Certificate of Incorporation (reflecting all amendments to date)

3.3 By-Laws (as amended as of April 21, 2020)

3.2 By-Laws (as amended as of September 10, 2025 )

4 Description of Registrant's Securities

4.1 Description of Capital Stock

4.2 F orm of Seller Note

10 Material Contracts

4 unchanged sentences

Second Amendment to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation effective May 15, 2023

T hird Amendment to the 401(k) In centive Savings Plan for Sal aried and Hourly Employees of Kewaunee Scientific Corporation effective January 1, 2025

Third Amendment to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation effective January 1, 2025

Agreement for Purchase and Sale of Real Property dated as of December 22, 2021 between CAI Investments Sub Series 100, LLC and Kewaunee Scientific Corporation

27 unchanged sentences

Retention Bonus Agreement, dated June 26, 2024, by and between Kewaunee Scientific Corporation and Donald T.

L oan Agreement, dated as of November 1, 2024, between Kewaunee Scienti fic Corporation and PNC Bank, National Association

F orm of Security Agreement

I nsider Trading Policy

Loan Agreement, dated as of November 1, 2024, between Kewaunee Scientific Corporation and PNC Bank, National Association

10.21A First Amendment to Loan Agreement, dated December 4, 2025, by and between Kewaunee Scientific Corporation and PNC Bank, National Association

Form of Security Agreement

Insider Trading Policy

21.1 Subsidiaries of the Company

23.1 Consent dated July 2 , 202 5 of Forvis Mazars, LLP, Independent Registered Public Accounting Firm

23.1 Consent dated June 26, 2026 of Forvis Mazars, LLP, Independent Registered Public Accounting Firm

31.1 Certification of Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)

45 unchanged sentences

(16) Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.

0-5286) filed on April 27, 2020, and incorporated herein by reference.

0-5286) filed on September 11, 2025, and incorporated herein by reference.

(17) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No.

7 unchanged sentences

0-5286) filed on November 1, 2024, and incorporated herein by reference.

(22) Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.

0-5286) filed on December 4, 2025, and incorporated herein by reference.

(23) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No.

0-5286) for the fiscal year ended April 30, 2025, and incorporated herein by reference.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on July 2, 2025.

June 26, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on June 26, 2026.

(i) Principal Executive Officer

12 unchanged sentences

/s/ Thomas D.

Hull, III /s/ J.

Jette Campbell

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures