KE Form 4: CHRO Vesting Triggers, 5,579 Shares Withheld for Taxes

Rhea-AI Filing Summary

Jessica L. DeLorenzo, Chief Human Resources Officer of Kimball Electronics, reported multiple equity transactions on 08/27/2025. Performance-based shares granted under the 2023 Equity Incentive Plan vested, and restricted shares vested as scheduled, resulting in acquisitions recorded at $0 per share. Separately, 5,579 shares were withheld and disposed of at $27.97 to satisfy tax withholding obligations. After these transactions the filing shows the reporting person beneficially owned 29,595 shares. Some restricted shares remain subject to future vesting through August 2028 and will lapse if employment ends for reasons other than death, disability, or retirement.

Positive

• Performance-based shares vested under the 2023 Equity Incentive Plan after committee certification, increasing beneficial ownership
• Restricted shares vested as scheduled, and additional restricted tranches remain in place through August 2028 to support retention

Negative

• 5,579 shares were disposed (withheld) at $27.97 to satisfy tax obligations, reducing net holdings
• Some restricted shares will be forfeited if employment ceases for reasons other than death, disability, or retirement

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting with tax withholding; not a material change to control.

The Form 4 discloses scheduled vesting of both performance-based and prior restricted shares for the CHRO, consistent with long-term compensation practices. The withholding sale of 5,579 shares at $27.97 was executed solely to satisfy tax obligations, reducing net holdings to 29,595 shares. These events reflect standard equity compensation settlement mechanics rather than a deliberate purchase or sale signal. The filing identifies continuing vesting tranches through August 2028 and standard forfeiture conditions upon non-qualified termination.

Compensation Analyst

TL;DR: Performance criteria certified, triggering vesting; expected outcome under the 2023 plan.

The report states that performance-based shares granted under the 2023 Equity Incentive Plan vested upon certification by the Talent, Culture, and Compensation Committee. Total newly recognized acquisitions include performance-based and restricted-share vestings recorded at $0 per share, increasing beneficial ownership prior to tax withholding. Remaining restricted shares vest in 2026–2028 with forfeiture provisions for most termination reasons, indicating a retention-focused design in the equity program.

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^*

DeLorenzo Jessica L

(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 Human Resources 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		5,034	A	$0	27,542	D
Common Stock	08/27/2025		A		7,632(1)	A	$0	35,174	D
Common Stock	08/27/2025		F(2)		5,579	D	$27.97	29,595	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			5,034	(3)	(3)	Common Stock	5,034	$0	6,487	D
Restricted Shares	$0	08/27/2025		A		8,554		(4)	(5)	Common Stock	8,554	$0(6)	15,041(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 (5,034 shares).

4. Represents Restricted Shares which vest in August 2026 (2,852 shares), August 2027 (2,851 shares), and August 2028 (2,851 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 (6,783 shares), August 2027 (5,407 shares), and August 2028 (2,851 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).
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FAQ

What transactions did Kimball Electronics insider Jessica DeLorenzo report on Form 4 (KE)?

The filing reports vested performance-based shares and restricted shares on 08/27/2025 and the withholding/disposition of 5,579 shares at $27.97 to satisfy taxes.

How many shares did the reporting person own after the reported transactions (Form 4 for KE)?

The Form 4 shows the reporting person beneficially owned 29,595 shares following the reported transactions.

Why were 5,579 shares sold according to the Form 4 for KE?

The filing states those shares were withheld to satisfy tax obligations arising from the vesting events.

Did any performance criteria affect the vesting reported in the KE Form 4?

Yes. The filing notes performance-based shares granted under the 2023 Equity Incentive Plan vested upon achievement of criteria certified by the Talent, Culture, and Compensation Committee.

Are there future vesting tranches disclosed in the Form 4 for KE?

Yes. The Form 4 discloses restricted shares that vest in August 2026, August 2027, and August 2028, with specified share counts in the filing.