Tax withholding trims Knowles Corp (NYSE: KN) COO share stake

Rhea-AI Filing Summary

Knowles Corp Senior Vice President & COO Daniel J. Giesecke reported a Form 4 transaction where 3,968 shares of common stock were withheld at $27.54 per share to satisfy tax obligations tied to a restricted stock vesting. He now directly holds 196,056 shares.

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^*

Giesecke Daniel J.

(Last) (First) (Middle)

1151 MAPLEWOOD DRIVE

(Street)

ITASCA IL 60143

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Knowles Corp [ KN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President & COO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		3,968(1)	D	$27.54	196,056	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

Explanation of Responses:

1. These shares represent the payment of the tax liability by withholding securities incident to the vesting of a restricted stock grant issued on February 20, 2024 in accordance with Rule 16b-3.

	By: Robyn B. Martin For: POA for Daniel Giesecke	02/23/2026
	** 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 insider transaction did Knowles Corp (KN) report for Daniel J. Giesecke?

Daniel J. Giesecke reported a disposition of 3,968 Knowles Corp shares. The shares were withheld at $27.54 each to cover taxes from a restricted stock vesting, a routine administrative transaction rather than an open market trade.

Was the Knowles Corp (KN) Form 4 transaction an open market sale?

No, the Form 4 transaction was not an open market sale. Shares were withheld to pay tax liabilities upon vesting of restricted stock granted on February 20, 2024, as permitted under Rule 16b-3, making this a non-discretionary, administrative disposition.

How many Knowles Corp (KN) shares were withheld and at what price?

A total of 3,968 Knowles Corp common shares were withheld. The withholding price was $27.54 per share, reflecting the value used to satisfy the tax liability associated with a previously granted restricted stock award upon its vesting.

How many Knowles Corp (KN) shares does Daniel J. Giesecke own after this Form 4?

After the tax-withholding disposition, Daniel J. Giesecke directly owns 196,056 Knowles Corp shares. This figure reflects his remaining direct holdings following the automatic share withholding related to the restricted stock vesting event.

What triggered the tax-withholding share disposition for Knowles Corp (KN)?

The disposition was triggered by the vesting of a restricted stock grant issued on February 20, 2024. To cover the resulting tax liability, 3,968 shares were withheld in accordance with Rule 16b-3, instead of paying taxes separately in cash.

What does transaction code F mean on the Knowles Corp (KN) Form 4?

Transaction code F indicates shares were used to pay exercise or tax obligations. In this case, Knowles Corp withheld 3,968 shares from Daniel J. Giesecke’s restricted stock vesting to satisfy tax liabilities, rather than representing a voluntary sale.