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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Shares | 5,034 | $0.00 | -- |
| Grant/Award | Restricted Shares | 8,554 | $0.00 | -- |
| Exercise | Common Stock | 5,034 | $0.00 | -- |
| Grant/Award | Common Stock | 7,632 | $0.00 | -- |
| Tax Withholding | Common Stock | 5,579 | $27.97 | $156K |
Footnotes (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 (5,034 shares). Represents Restricted Shares which vest in August 2026 (2,852 shares), August 2027 (2,851 shares), and August 2028 (2,851 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 August 2026 (6,783 shares), August 2027 (5,407 shares), and August 2028 (2,851 shares).
