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  4. [Form 4] Kimball Electronics, Inc. Insider Trading Activity

Kimball Electronics (KE) CEO logs new stock grants and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kimball Electronics, Inc. (KE) reported insider equity activity by CEO and Director Richard D. Phillips on August 24, 2026. Previously granted 40,953 Restricted Shares vested and were exercised into an equal number of common shares. Phillips also received a new grant of 58,206 Restricted Shares that are scheduled to vest in equal tranches in August 2027, 2028, and 2029, and 36,277 performance-based common shares vested upon achievement of certified performance criteria. To cover related tax obligations, 30,391 common shares were withheld at $22.725 per share. An indirect holding of 82,188 common shares is reported as held by the Phillips 2026 Spousal Trust.

Positive

  • None.

Negative

  • None.
Insider Phillips Richard D
Role CEO and Director
Type Security Shares Price Value
Exercise Restricted Shares F3 40,953 $0.00 $0.00
Grant/Award Restricted Shares F6, F4, F5, F7 58,206 $0.00 $0.00
Exercise Common Stock 40,953 $0.00 $0.00
Grant/Award Common Stock F1 36,277 $0.00 $0.00
Tax Withholding Common Stock F2 30,391 $22.725 $691K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Shares — 109,557 shares (Direct); Common Stock — 46,839 shares (Direct); Common Stock — 82,188 shares (Indirect, By Phillips 2026 Spousal Trust)
Footnotes (7)
  1. F1. Reflects performance based shares granted pursuant to the Issuer's 2023 Equity Incentive Plan which vested on August 24, 2026 upon the achievement of certain performance criteria certified by the Talent, Culture, and Compensation Committee of the Board of Directors of the Issuer.
  2. F2. Shares withheld to satisfy tax obligations.
  3. F3. Represents Restricted Shares granted in prior years that vested on August 24, 2026 (40,953 shares).
  4. F4. Represents Restricted Shares which vest in August 2027 (19,402 shares), August 2028 (19,402 shares), and August 2029 (19,402 shares).
  5. F5. The Restricted Shares expire if the reporting person ceases employment for any reason other than death, disability, or retirement.
  6. F6. Not Applicable.
  7. F7. Represents cumulative Restricted Shares that vest August 2027 (54,108 shares), August 2028 (36,047 shares), and August 2029 (19,402 shares).
Restricted Shares vested 40,953 shares Restricted Shares granted in prior years that vested on August 24, 2026
New Restricted Shares grant 58,206 shares Restricted Shares granted to Richard D. Phillips vesting August 2027, 2028, 2029
Performance-based shares vested 36,277 shares Performance based shares vested on August 24, 2026 upon achievement of performance criteria
Shares withheld for taxes 30,391 shares Common shares withheld to satisfy tax obligations on August 24, 2026
Tax withholding price $22.725 per share Price used for 30,391 common shares withheld to satisfy tax obligations
Indirect holdings via Spousal Trust 82,188 shares Common stock held indirectly by Phillips 2026 Spousal Trust after reported transactions
Future vesting 2027 54,108 Restricted Shares Cumulative Restricted Shares vesting in August 2027
Future vesting 2028 36,047 Restricted Shares Cumulative Restricted Shares vesting in August 2028
Restricted Shares financial
"Represents Restricted Shares granted in prior years that vested on August 24, 2026"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
performance based shares financial
"Reflects performance based shares granted pursuant to the Issuer's 2023 Equity"
2023 Equity Incentive Plan financial
"shares granted pursuant to the Issuer's 2023 Equity Incentive Plan which vested"
Talent, Culture, and Compensation Committee financial
"performance criteria certified by the Talent, Culture, and Compensation Committee"
Spousal Trust financial
"By Phillips 2026 Spousal Trust"

FAQ

What equity awards did KE CEO Richard D. Phillips receive or have vest on August 24, 2026?
On August 24, 2026, Richard D. Phillips had 40,953 Restricted Shares vest and convert into common stock, received a new grant of 58,206 Restricted Shares, and had 36,277 performance-based common shares vest upon achievement of certified performance criteria.

How many Kimball Electronics (KE) shares were withheld for taxes in this Form 4?
A total of 30,391 common shares of Kimball Electronics were withheld to satisfy tax obligations associated with the equity vesting events, at a price of $22.725 per share, as reported under transaction code F with a related tax-withholding footnote.

What are the future vesting dates for Richard D. Phillips’ new Restricted Shares in KE?
The 58,206 Restricted Shares granted to Richard D. Phillips are scheduled to vest in three equal installments of 19,402 shares each in August 2027, August 2028, and August 2029, subject to continued employment and the plan’s terms.

What indirect holdings in Kimball Electronics (KE) stock are reported for Richard D. Phillips?
The filing reports an indirect holding of 82,188 common shares of Kimball Electronics, held by Phillips 2026 Spousal Trust. These shares are classified as indirectly owned, reflecting ownership through the trust rather than directly by Phillips personally.

Were Richard D. Phillips’ KE transactions reported under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the footnotes do not indicate that these transactions occurred pursuant to a Rule 10b5-1 trading plan or other pre-arranged trading arrangement.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Phillips Richard D
(Last)(First)(Middle)
1205 KIMBALL BLVD.
(Street)
JASPER INDIANA 47546
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Kimball Electronics, Inc. [ KE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO and Director
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/24/2026M40,953A$040,953D
Common Stock08/24/2026A36,277(1)A$077,230D
Common Stock08/24/2026F(2)30,391D$22.72546,839D
Common Stock82,188IBy Phillips 2026 Spousal Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Shares$008/24/2026M40,953 (3) (3)Common Stock40,953$051,351D
Restricted Shares$008/24/2026A58,206 (4) (5)Common Stock58,206$0(6)109,557(7)D
Explanation of Responses:
1. Reflects performance based shares granted pursuant to the Issuer's 2023 Equity Incentive Plan which vested on August 24, 2026 upon the achievement of certain performance criteria certified by the Talent, Culture, and Compensation Committee of the Board of Directors of the Issuer.
2. Shares withheld to satisfy tax obligations.
3. Represents Restricted Shares granted in prior years that vested on August 24, 2026 (40,953 shares).
4. Represents Restricted Shares which vest in August 2027 (19,402 shares), August 2028 (19,402 shares), and August 2029 (19,402 shares).
5. The Restricted Shares expire if the reporting person ceases employment for any reason other than death, disability, or retirement.
6. Not Applicable.
7. Represents cumulative Restricted Shares that vest August 2027 (54,108 shares), August 2028 (36,047 shares), and August 2029 (19,402 shares).
Remarks:
Kimberly E. Cooper, Attorney in Fact and Agent08/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR