STOCK TITAN

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

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

Rhea-AI Filing Summary

Kimball Electronics CEO and Director Richard D. Phillips reported charitable-style transfers of Kimball Electronics common stock. Two bona fide gifts on 2026-05-26 totaled 155,948 shares of Common Stock, with 77,974 shares moved from direct ownership and 77,974 shares transferred to an irrevocable trust.

The irrevocable trust is for the benefit of the reporting person’s spouse, with children as contingent beneficiaries and an independent trustee; Phillips has no voting or dispositive power over the trust’s shares and disclaims beneficial ownership except for any pecuniary interest. After these gifts, he holds 4,214 Common shares directly and 77,974 shares indirectly via the trust.

Phillips also holds 92,304 Restricted Shares of Common Stock that carry a zero exercise price and are scheduled to vest in tranches of 40,953 shares in August 2026, 34,706 shares in August 2027, and 16,645 shares in August 2028, subject to continued employment and specified termination conditions.

Positive

  • None.

Negative

  • None.
Insider Phillips Richard D
Role CEO and Director
Type Security Shares Price Value
Gift Common Stock 77,974 $0.00 --
Gift Common Stock 77,974 $0.00 --
holding Restricted Shares -- -- --
Holdings After Transaction: Common Stock — 4,214 shares (Direct, null); Common Stock — 77,974 shares (Indirect, By Trust); Restricted Shares — 92,304 shares (Direct, null)
Footnotes (1)
  1. Shares transferred to and held for estate planning purposes by an irrevocable trust for the benefit of the reporting person's spouse, with the reporting spouse's children as contingent beneficiaries. The trust is administered by an independent trustee. The reporting person does not have voting or dispositive power over the securities held by the trust. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest for purposes of Section 16. Represents cumulative Restricted Shares that vest August 2026 (40,953 shares), August 2027 (34,706 shares), and August 2028 (16,645 shares). The Restricted Shares expire if the reporting person ceases employment for any reason other than death, disability, or retirement.
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)
05/26/2026
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 Stock05/26/2026G77,974(1)D$04,214D
Common Stock05/26/2026G77,974(1)A$077,974IBy 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$0 (2) (3)Common Stock92,30492,304(2)D
Explanation of Responses:
1. Shares transferred to and held for estate planning purposes by an irrevocable trust for the benefit of the reporting person's spouse, with the reporting spouse's children as contingent beneficiaries. The trust is administered by an independent trustee. The reporting person does not have voting or dispositive power over the securities held by the trust. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest for purposes of Section 16.
2. Represents cumulative Restricted Shares that vest August 2026 (40,953 shares), August 2027 (34,706 shares), and August 2028 (16,645 shares).
3. The Restricted Shares expire if the reporting person ceases employment for any reason other than death, disability, or retirement.
Remarks:
Kimberly E. Cooper, Attorney in Fact and Agent05/28/2026
** 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)

FAQ

What insider transaction did Kimball Electronics (KE) report for Richard D. Phillips?

Kimball Electronics reported that CEO Richard D. Phillips made two bona fide gifts totaling 155,948 shares of Common Stock. The transfers occurred on May 26, 2026, and were reported on Form 4 as non-market, zero-price dispositions, rather than open-market sales or purchases.

How many Kimball Electronics shares did the CEO gift and in what form?

Richard D. Phillips gifted 155,948 Common shares, split into two equal transfers of 77,974 shares each. One transfer reduced his direct holdings, and the other moved shares to an irrevocable trust structure, both classified as bona fide gifts at a reported price of $0.00 per share.

What is the nature of the irrevocable trust mentioned in the Kimball Electronics Form 4?

The irrevocable trust holds Kimball Electronics shares for the benefit of the CEO’s spouse, with children as contingent beneficiaries. It is administered by an independent trustee, and the reporting person has no voting or dispositive power, while disclaiming beneficial ownership except for any pecuniary interest under Section 16.

How many Kimball Electronics shares does the CEO hold after these reported gifts?

After the reported gifts, Richard D. Phillips directly owns 4,214 shares of Kimball Electronics Common Stock. He is also associated with 77,974 shares held indirectly by the irrevocable trust, though he has no voting or dispositive authority and only a limited pecuniary interest as disclosed.

What Restricted Shares of Kimball Electronics does the CEO still hold and when do they vest?

The CEO holds 92,304 Restricted Shares tied to Kimball Electronics Common Stock with a zero exercise price. These Restricted Shares vest in tranches: 40,953 shares in August 2026, 34,706 shares in August 2027, and 16,645 shares in August 2028, subject to continued employment conditions.

How are the Kimball Electronics Restricted Shares affected if the CEO leaves the company?

The Restricted Shares may expire if the CEO ceases employment for reasons other than death, disability, or retirement. This condition means continued service is generally required for vesting, based on the disclosed terms governing the 92,304 Restricted Shares of Kimball Electronics Common Stock.