KE Form 4: Executive vesting and tax-withheld shares reported August 27, 2025

Rhea-AI Filing Summary

Kimball Electronics (KE) insider Kathy R. Thomson reported equity activity on 08/27/2025 related to vested performance and restricted shares under the 2023 Equity Incentive Plan. 6,654 performance-based shares vested at $0 price after certification by the Talent, Culture, and Compensation Committee, and 7,929 shares were sold/withheld to satisfy tax obligations at an average price of $27.97, leaving 34,457 shares beneficially owned after that disposition. Additionally, 10,227 shares were reported as acquired (performance/award accounting) leaving 42,386 shares beneficially owned in a later line. Former restricted shares of 6,654 also vested; remaining restricted share tranches total 24,107 and vest across August 2026–2028, and they expire on termination except for death, disability, or retirement.

Positive

• Performance criteria achieved: 6,654 performance-based shares vested following committee certification, indicating target attainment
• Management ownership increased: Reported beneficial ownership rises in lines showing acquisitions/vesting (e.g., 42,386 shares on one line)
• Staggered vesting: Remaining 24,107 restricted shares vest across 2026–2028, supporting retention

Negative

• Tax withholding reduced net shares: 7,929 shares were withheld/sold to satisfy tax obligations, lowering immediate ownership gains
• Forfeiture risk on termination: Restricted shares expire if the reporting person ceases employment for reasons other than death, disability, or retirement

Insights

Financial Analyst

TL;DR: Routine executive equity vesting and tax-withholding; modest ownership change, not a material corporate event.

The filing documents executive compensation mechanics rather than an open-market trade for cash-raising or strategic shift. 6,654 performance shares vested after committee certification, and 7,929 shares were withheld for taxes at $27.97, which is a common settlement practice that reduces net share increase. Total reported beneficial ownership figures move between 32,159 and 42,386 across lines due to multiple award types and vesting schedules. The remaining 24,107 restricted shares vest over 2026–2028, creating future dilution risk modest in scale relative to current floats but typical for incentive plans.

Corporate Governance Expert

TL;DR: Governance processes followed: committee certification, tax withholding, and standard vesting terms with forfeiture on nonqualified departures.

The disclosure shows appropriate committee certification of performance criteria and routine treatment of vested awards. Vesting conditions include forfeiture on termination except for death, disability, or retirement, which aligns with standard retention incentives. The mixed entry of acquisitions, vesting, and tax-withholding is operationally normal and signals alignment of management pay with performance metrics rather than an unusual governance red flag.

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

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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^*

Thomson Kathy R

(Last) (First) (Middle)

1205 KIMBALL BOULEVARD

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

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		6,654	A	$0	32,159	D
Common Stock	08/27/2025		A		10,227(1)	A	$0	42,386	D
Common Stock	08/27/2025		F(2)		7,929	D	$27.97	34,457	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			6,654	(3)	(3)	Common Stock	6,654	$0	10,025	D
Restricted Shares	$0	08/27/2025		A		14,082		(4)	(5)	Common Stock	14,082	$0(6)	24,107(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 (6,654 shares).

4. Represents Restricted Shares which vest in August 2026 (4,694 shares), August 2027 (4,694 shares), and August 2028 (4,694 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 2026 (10,486 shares), August 2027 (8,927 shares), and August 2028 (4,694 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.
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FAQ

What equity transactions did Kathy R. Thomson report for Kimball Electronics (KE)?

On 08/27/2025, Ms. Thomson reported 6,654 performance shares vested, 7,929 shares withheld for taxes at $27.97, and other restricted-share vesting and acquisitions recorded.

How many restricted shares remain and when do they vest for KE insider filings?

The filing shows 24,107 restricted shares with vesting tranches in August 2026, August 2027, and August 2028.

Why were 7,929 shares reported at $27.97 in the KE Form 4?

7,929 shares were withheld to satisfy tax obligations, and the filing reports those shares at a price of $27.97.

Do the restricted shares have forfeiture conditions in this KE filing?

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 triggered vesting in the KE Form 4?

The performance criteria were certified by the Talent, Culture, and Compensation Committee of the Board of Directors.