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KE Form 4: CEO Receives Performance & Restricted Shares; Tax Withholding Disclosed

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Richard D. Phillips, CEO and director of Kimball Electronics, reported equity changes dated 08/27/2025. Performance-based and restricted shares vested on that date after certification by the Talent, Culture, and Compensation Committee. The filing shows 24,307 performance-based shares vested and were acquired, and an additional 49,936 restricted shares recorded as acquired (with a portion subject to future vesting schedules). To satisfy tax obligations, 49,474 shares were withheld/disposed at a price of $27.97 per share. The report lists beneficial ownership totals following the transactions on several lines: 36,134 shares, 127,285 shares, and 77,811 shares, corresponding to different grant types and holdings. The filing also notes future vesting tranches for restricted shares in 2026–2028 and expiration conditions if employment terminates for reasons other than death, disability, or retirement.

Positive

  • Performance-based shares vested (24,307 shares) after certification by the Talent, Culture, and Compensation Committee
  • Clear multi-year restricted share vesting schedule disclosed for 2026–2028, providing transparency on future compensation timing

Negative

  • 49,474 shares withheld/disposed to satisfy tax obligations, reducing immediate beneficial ownership; transaction price reported at $27.97 per share

Insights

TL;DR: CEO received performance and restricted shares that vested; a significant block was withheld to cover taxes at $27.97/share.

The transaction reflects routine executive compensation vesting rather than an open-market purchase. 24,307 performance-based shares vested after committee certification, and 49,936 restricted shares are recorded with staged vesting through 2028. A tax-related disposition of 49,474 shares occurred at $27.97 per share, reducing immediate shareholdings. Beneficial ownership lines in the filing show differing totals tied to grant types and prior holdings. For investors, these entries mainly document compensation realization and scheduled future vesting rather than changes to company-wide share count.

TL;DR: Vesting certified by the board committee and tax withholding are disclosed; vesting schedules and forfeiture conditions are explicitly stated.

The filing documents committee-certified achievement of performance criteria for the 2023 Equity Incentive Plan leading to vesting on 08/27/2025. It clearly delineates restricted-share vesting tranches (January 2026; August 2026; August 2027; August 2028) and a forfeiture condition if employment ends for reasons other than death, disability, or retirement. The disclosure follows Section 16 reporting norms, showing both acquired and withheld shares and preserving transparency on executive compensation timing and conditions.

Insider Phillips Richard D
Role CEO and Director
Type Security Shares Price Value
Exercise Restricted Shares 24,307 $0.00 --
Grant/Award Restricted Shares 49,936 $0.00 --
Exercise Common Stock 24,307 $0.00 --
Grant/Award Common Stock 91,151 $0.00 --
Tax Withholding Common Stock 49,474 $27.97 $1.38M
Holdings After Transaction: Restricted Shares — 50,041 shares (Direct); Common Stock — 36,134 shares (Direct)
Footnotes (1)
  1. Reflects performance based shares granted pursuant to the Issuer's 2023 Equity Incentive Plan which vested on August 27, 2025 upon the achievement of certain performance criteria certified by the Talent, Culture, and Compensation Committee of the Board of Directors of the Issuer. Shares withheld to satisfy tax obligations. Represents Restricted Shares granted in prior years that vested on August 27, 2025 (24,307 shares). Represents Restricted Shares which vest in August 2026 (16,646 shares), August 2027 (16,645 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. Not Applicable. Represents cumulative Restricted Shares that vest January 2026 (7,673 shares), August 2026 (40,953 shares), August 2027 (34,706 shares), and August 2028 (16,645 shares).
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED 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 IN 47546
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Kimball Electronics, Inc. [ KE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and Director
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 08/27/2025 M 24,307 A $0 36,134 D
Common Stock 08/27/2025 A 91,151(1) A $0 127,285 D
Common Stock 08/27/2025 F(2) 49,474 D $27.97 77,811 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Shares $0 08/27/2025 M 24,307 (3) (3) Common Stock 24,307 $0 50,041 D
Restricted Shares $0 08/27/2025 A 49,936 (4) (5) Common Stock 49,936 $0(6) 99,977(7) D
Explanation of Responses:
1. Reflects performance based shares granted pursuant to the Issuer's 2023 Equity Incentive Plan which vested on August 27, 2025 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 27, 2025 (24,307 shares).
4. Represents Restricted Shares which vest in August 2026 (16,646 shares), August 2027 (16,645 shares), and August 2028 (16,645 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 January 2026 (7,673 shares), August 2026 (40,953 shares), August 2027 (34,706 shares), and August 2028 (16,645 shares).
Remarks:
Kimberly E. Cooper, Attorney in Fact and Agent 08/29/2025
** Signature of Reporting Person Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

Who filed this Form 4 for Kimball Electronics (KE)?

The Form 4 was filed for Richard D. Phillips, who is identified as CEO and Director of Kimball Electronics.

What shares vested on 08/27/2025 for Richard D. Phillips?

On 08/27/2025, 24,307 performance-based shares vested and 24,307 previously granted restricted shares also vested; additional restricted/share-related amounts are recorded in the filing.

How many shares were withheld for taxes and at what price?

49,474 shares were withheld/disposed to satisfy tax obligations at a price of $27.97 per share.

What is the future vesting schedule disclosed in the filing?

The filing shows restricted shares vesting in January 2026 (7,673), August 2026 (40,953), August 2027 (34,706), and August 2028 (16,645) according to the explanation section.

Are there forfeiture conditions for the restricted shares?

Yes. The restricted shares expire if the reporting person ceases employment for any reason other than death, disability, or retirement.

Who certified the performance criteria that led to vesting?

The vesting of performance-based shares was certified by the Talent, Culture, and Compensation Committee of the Board of Directors.