Knowles (NYSE: KN) CFO logs equity grants and tax-withholding share moves

Rhea-AI Filing Summary

Knowles Corp Senior Vice President & CFO John S. Anderson reported equity awards and related tax withholding transactions in company stock. On February 17, 2026, he acquired 64,489 shares of common stock at $27.1400 per share through settlement of performance share units tied to goals from January 1, 2023 through December 31, 2025. He also received a grant of 23,950 restricted stock units that vest ratably over three years starting on the first anniversary of the award.

To cover tax liabilities associated with these awards, Anderson had 28,569 shares withheld on February 17, 2026 at $27.1400 per share and 5,234 shares withheld on February 18, 2026 at $27.1600 per share, both recorded as tax-withholding dispositions rather than open-market sales. Following the most recent transaction, he directly owned 240,327 shares of Knowles common stock.

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^*

Anderson John S.

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		A		64,489(1)	A	$27.14	250,180	D
Common Stock	02/17/2026		F		28,569(2)	D	$27.14	221,611	D
Common Stock	02/17/2026		A		23,950(3)	A	$0.0	245,561	D
Common Stock	02/18/2026		F		5,234(4)	D	$27.16	240,327	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. Represents the settlement of performance share units (PSUs) that were previously granted under the Knowles Corporation Equity Incentive Plan. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2023 through December 31, 2025.

2. These shares represent the payment of the tax liability by withholding securities incident to the settlement of performance share units granted on February 6, 2023 in accordance with Rule 16b-3.

3. Restricted Stock Units granted under the Knowles Corporation 2018 Equity and Cash Incentive Plan that vest ratably over three years commencing on the first anniversary of the award.

4. These shares represent the payment of the tax liability by withholding securities incident to the vesting of a restricted stock grant issued on February 18, 2025 in accordance with Rule 16b-3.

	By: Robyn B. Martin For: POA for John Anderson	02/19/2026
	** 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 stock transactions did Knowles (KN) CFO John S. Anderson report?

Knowles CFO John S. Anderson reported equity grants and tax-related share withholdings. He received 64,489 shares from performance share units and 23,950 restricted stock units, while 28,569 and 5,234 shares were withheld to satisfy tax liabilities tied to these awards.

Were John S. Anderson’s Knowles (KN) transactions open-market stock sales or tax withholdings?

Anderson’s dispositions were tax withholdings, not open-market sales. The Form 4 labels both as code “F” transactions, meaning shares were withheld to pay tax liabilities arising from equity awards, in accordance with Rule 16b-3 provisions for such transactions.

What performance period governed John S. Anderson’s PSU award at Knowles (KN)?

The performance share units that settled into 64,489 Knowles shares used a three-year performance period. That period ran from January 1, 2023 through December 31, 2025, with the ultimate share amount depending on achievement of specified performance goals.

How do John S. Anderson’s new restricted stock units at Knowles (KN) vest?

The 23,950 restricted stock units granted to Anderson vest over three years. They vest ratably, meaning in equal installments, starting on the first anniversary of the award date, under the Knowles Corporation 2018 Equity and Cash Incentive Plan.

How many Knowles (KN) shares does John S. Anderson hold after these transactions?

After the latest reported transaction, Anderson directly holds 240,327 shares of Knowles common stock. This figure reflects the impact of both equity awards received and shares withheld to cover related tax liabilities under the company’s equity incentive plans.

What equity incentive plans governed John S. Anderson’s recent Knowles (KN) awards?

Anderson’s performance share units were granted under the Knowles Corporation Equity Incentive Plan. His restricted stock units were granted under the Knowles Corporation 2018 Equity and Cash Incentive Plan, which provides for multi-year vesting schedules on such stock-based awards.