Knowles grants special PSU award to its COO

Knowles Corporation reported that its Board’s Compensation Committee granted a special equity award of performance share units (PSUs) to Chief Operating Officer Daniel J. Giesecke under the 2018 Equity and Cash Incentive Plan.

Rhea-AI Filing Summary

Knowles Corporation reported that its Board’s Compensation Committee granted a special equity award of performance share units (PSUs) to Chief Operating Officer Daniel J. Giesecke under the 2018 Equity and Cash Incentive Plan. The target award is 18,423 PSUs, with a grant date fair value of $500,000, and potential payout from 0% to 140% of target.

The PSUs have a two-year performance period from January 1, 2026 through December 31, 2027, based on revenue and adjusted EBIT goals for the Cornell Dubilier business unit. Each year’s revenue and adjusted EBIT goals each control 25% of the target PSUs, with threshold, target, and maximum payouts set at 60%, 100%, and 140% of target, respectively. No PSUs vest until the Committee certifies results after the performance period, and continued employment is required, subject to specified Change of Control and termination provisions.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive compensation change did Knowles (KN) disclose in this 8-K?

Knowles granted COO Daniel J. Giesecke a special performance share unit award targeting 18,423 PSUs with a grant date fair value of $500,000. The award is tied to revenue and adjusted EBIT goals for the Cornell Dubilier business unit over a two-year period.

How is the Knowles (KN) PSU award for Daniel Giesecke structured?

The PSU award has a two-year performance period from January 1, 2026 to December 31, 2027. Payout can range from 0% to 140% of the 18,423 target PSUs, based on revenue and adjusted EBIT performance for each year of the Cornell Dubilier business unit.

What performance goals determine the PSU payout for Knowles’ COO?

Payout depends on annual revenue and adjusted EBIT goals for the Cornell Dubilier business unit. Each metric controls 25% of target PSUs per year. Threshold, target, and maximum payouts are 60%, 100%, and 140% of target for achieving 90%, 100%, and 110% of goal, respectively.

When do the Knowles (KN) PSUs granted to Daniel Giesecke vest?

No PSUs vest until the Compensation Committee certifies performance after the December 31, 2027 period end. Vesting also requires Mr. Giesecke’s continued employment through the performance period, subject to specified Change of Control and termination provisions in the award agreement and plan.

How does a Change of Control affect the PSU award for Knowles’ COO?

If a Change of Control occurs in the first performance year, Mr. Giesecke earns the target PSUs. If it occurs in the second year, he earns any Banked PSUs from year one plus 50% of target PSUs, with payout timing governed by termination and Change of Control rules.

What happens to the Knowles PSU award if Daniel Giesecke leaves before 2027?

Subject to the Change of Control provisions, if Mr. Giesecke’s employment ends before the performance period ends, the PSU award terminates and all PSUs are forfeited. If his service ends around a qualifying Change of Control, any earned PSUs are paid within 60 days of termination.

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Accepted by SEC EDGAR 02/20/2026 - 05:08 PM EST Learn about SEC filing dates

0001587523FALSE00015875232022-04-262022-04-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2026

Knowles Corporation

(Exact name of registrant as specified in its charter)

Delaware			001-36102			90-1002689
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

1511 Maplewood Drive, Itasca, IL

(Address of Principal Executive Offices)

60143

(Zip Code)

Registrant's telephone number, including area code: (630) 250-5100

(Former Name or Former Address, if Changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

KN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2026, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Knowles Corporation (the "Company") granted a special equity award of performance share units ("PSUs") to the Company's Chief Operating Officer, Daniel J. Giesecke, pursuant to the Company's 2018 Equity and Cash Incentive Plan (the "Plan"). The PSUs are subject to both time- and performance-based vesting requirements and are designed to support the achievement of the Company's strategic plans.

The PSUs are eligible to vest based on the achievement of specified performance goals, as described below. The target number of PSUs is 18,423, representing a grant date fair value of $500,000. Achievement could range from 0% to 140% of the target number of PSUs. Each PSU granted represents the right to receive one share of common stock based on target performance, but the ultimate number of shares of common stock will be determined as of the completion of the Performance Period (as defined below).

The PSUs will have a two-year performance period (the “Performance Period”), beginning on January 1, 2026 and continuing until December 31, 2027. The number of PSUs earned by Mr. Giesecke will be determined based on the level of achievement of revenue and adjusted earnings before interest and taxes ("adjusted EBIT") goals for the Company's Cornell Dubilier business unit (the "CD Business Unit"). The Committee shall set such goals annually for the applicable performance year, no later than March 31 of that year.

The number of PSUs allocated to the performance metrics shall be as follows:

•Year 1 revenue goal - 25% of the target number of PSUs is subject to the achievement of the revenue goal for the first year of the Performance Period;

•Year 1 adjusted EBIT goal - 25% of the target number of PSUs is subject to the achievement of the adjusted EBIT goal for the first year of the Performance Period;

•Year 2 revenue goal - 25% of the target number of PSUs is subject to the achievement of the revenue goals of the second year of the Performance Period; and

•Year 2 adjusted EBIT goal - 25% of the target number of PSUs is subject to the achievement of the adjusted EBIT goals

Each performance goal, as measured over the applicable one-year period, may be earned at a rate between 0% and 140%. Each performance goal has a potential threshold payout of 60% for achievement of 90% of target, a target payout of 100% for achievement of 100% of target, and a maximum payout of 140% for achievement of 110% of target. In no event will the payout exceed 140% of the target PSU amount. Any payout earned based on satisfaction of a performance goal during the first year of the Performance Period shall be considered "Banked PSUs." However, no PSUs will vest until the Committee's final certification of the performance goals achievement following the completion of the Performance Period, subject to Mr. Giesecke's continued employment through the Performance Period.

In the event of a Change of Control during the First Performance Year, Mr. Giesecke will earn the target number of PSUs. In the event of a Change of Control during the Second Performance Year, Mr. Giesecke will earn the sum of (i) the Banked PSUs, and (ii) 50% of the target number of PSUs. To be eligible for the PSU payout, Mr. Giesecke must remain employed with the Company through the Performance Period. In the event Mr. Giesecke experiences a Termination of Service (as defined in the Plan) within 3 months prior to, upon or within 18 months following the date of the Change of Control and before the completion of the original Performance Period, then the payout of any outstanding PSUs will occur within 60 days from Mr. Giesecke's termination date.

Subject to the Change of Control provisions described above, if Mr. Giesecke's employment ends for any reason prior to the end of the Performance Period, the PSU award shall automatically terminate and all PSUs will be forfeited.

The description of the PSU award described above is qualified by reference to the terms and conditions of the Plan and of the PSU award agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit Number
10.1						Special Performance Award Agreement, dated February 17, 2026, between Knowles Corporation and Daniel Giesecke
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			KNOWLES CORPORATION
Date: February 20, 2026			By: /s/ Robert J. Perna
			Robert J. Perna
			Senior Vice President, General Counsel & Secretary

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 25.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.7 KB