Knowles (KN) CEO logs equity awards and tax share withholdings

Rhea-AI Filing Summary

Knowles Corp President & CEO Jeffrey Niew reported equity compensation activity involving company common stock. On February 17, 2026, he acquired 212,814 shares at $27.14 per share through the settlement of performance share units tied to goals measured from January 1, 2023 through December 31, 2025, and separately received a grant of 72,955 restricted stock units that vest ratably over three years starting on the first anniversary of the award.

On the same date, 94,277 shares were disposed of at $27.14 per share to cover tax liabilities related to the PSU settlement, and on February 18, 2026, a further 15,943 shares were withheld at $27.16 per share for taxes on a restricted stock vesting. After these transactions, Niew held 901,175 shares of Knowles common stock directly.

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^*

Niew Jeffrey

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		212,814(1)	A	$27.14	938,440	D
Common Stock	02/17/2026		F		94,277(2)	D	$27.14	844,163	D
Common Stock	02/17/2026		A		72,955(3)	A	$0.0	917,118	D
Common Stock	02/18/2026		F		15,943(4)	D	$27.16	901,175	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 Jeffrey Niew	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 insider transactions did Knowles (KN) CEO Jeffrey Niew report on this Form 4?

Jeffrey Niew reported equity awards and tax-related share dispositions. He received performance share unit settlements and restricted stock units, while shares were withheld to cover tax liabilities related to these awards under the company’s equity incentive plans.

How many Knowles (KN) shares did the CEO acquire through awards in this Form 4?

The CEO acquired 212,814 shares through settlement of performance share units and 72,955 restricted stock units. These awards were granted under Knowles equity plans, with the restricted stock units vesting ratably over three years after the first anniversary of the award date.

Why did Knowles (KN) CEO Jeffrey Niew dispose of shares in this filing?

The reported share dispositions were for tax withholding. A total of 94,277 shares and 15,943 shares of Knowles common stock were withheld to satisfy tax liabilities arising from PSU settlement and restricted stock vesting, in accordance with Rule 16b-3.

What performance period was tied to the Knowles (KN) performance share units in this Form 4?

The performance share units settled in this filing depended on performance goals measured over a three-year period. That period ran from January 1, 2023 through December 31, 2025, with the final share amount based on achievement of those goals.

How many Knowles (KN) shares does the CEO hold after these Form 4 transactions?

Following the reported equity awards and tax-related share withholdings, Jeffrey Niew directly owned 901,175 shares of Knowles common stock. This figure reflects his holdings after all acquisitions and dispositions disclosed in the current Form 4.

How do the Knowles (KN) restricted stock units in this Form 4 vest over time?

The restricted stock units granted to the CEO vest ratably over three years. Vesting begins on the first anniversary of the award date, with portions of the grant becoming deliverable each year under the Knowles 2018 Equity and Cash Incentive Plan.