Knowles (KN) CFO uses 5,731 shares to cover tax on RSU vest

Rhea-AI Filing Summary

Knowles Corp Senior Vice President & CFO John S. Anderson reported a tax-related share disposition. On February 20, he had 5,731 shares of common stock withheld at $27.54 per share to cover tax liabilities tied to a restricted stock grant that vested on February 20, 2024, under Rule 16b-3. After this withholding, he directly holds 234,596 shares of Knowles common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Anderson John S.

Role Senior Vice President & CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	5,731	$27.54	$158K

Holdings After Transaction: Common Stock — 234,596 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/20/2026

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		5,731(1)	D	$27.54	234,596	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 John Anderson	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Knowles Corp (KN) report for CFO John S. Anderson?

Knowles Corp reported that CFO John S. Anderson had 5,731 shares of common stock withheld to cover tax liabilities. The shares were tied to a restricted stock grant vesting on February 20, 2024, and treated as a tax-withholding disposition under Rule 16b-3.

Was the Knowles (KN) CFO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The 5,731 shares were withheld by the company to satisfy tax liabilities upon vesting of a restricted stock grant, classified as a tax-withholding disposition rather than a voluntary sale into the market.

How many Knowles (KN) shares does CFO John S. Anderson hold after this Form 4?

After the tax-withholding disposition, CFO John S. Anderson directly holds 234,596 shares of Knowles common stock. This figure reflects his ownership following the 5,731 shares withheld to cover tax obligations from the February 20, 2024 restricted stock vesting.

What was the price used for the Knowles (KN) CFO’s tax-withholding share disposition?

The tax-withholding disposition used a price of $27.54 per share for the 5,731 Knowles common shares. This valuation applied to shares withheld to pay taxes related to the vesting of a restricted stock grant issued on February 20, 2024, under Rule 16b-3.

Why were Knowles (KN) shares withheld from the CFO’s restricted stock vesting?

Shares were withheld to satisfy the CFO’s tax liability arising from the vesting of a restricted stock grant. Instead of paying cash, 5,731 shares of Knowles common stock were retained by the issuer as permitted under Rule 16b-3, reducing his share count accordingly.