Knowles (KN) CEO Niew reports 17,456-share tax-withholding disposition

Rhea-AI Filing Summary

Knowles Corp President & CEO Jeffrey Niew reported a tax-related share disposition. On the vesting of a restricted stock grant dated February 20, 2024, 17,456 shares of common stock were withheld to cover tax liabilities, as permitted under Rule 16b-3. After this non-market transaction, he directly owned 883,719 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^*

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)
02/20/2026

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		17,456(1)	D	$27.54	883,719	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 Jeffrey Niew	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 Jeffrey Niew?

Knowles Corp reported that President & CEO Jeffrey Niew had 17,456 shares of common stock withheld to satisfy tax obligations upon vesting of a restricted stock grant. This was recorded as a tax-withholding disposition, not an open-market trade.

Was the Knowles (KN) Form 4 transaction a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover tax liabilities tied to restricted stock vesting under Rule 16b-3, rather than sold on the open market.

How many Knowles (KN) shares were involved in Jeffrey Niew’s tax withholding?

The filing reports 17,456 shares of Knowles common stock were withheld to cover taxes when a restricted stock grant vested. This reduced the reported grant without indicating any discretionary buying or selling activity by Jeffrey Niew.

What is Jeffrey Niew’s Knowles (KN) share ownership after this Form 4?

After the tax-withholding disposition, Jeffrey Niew directly owned 883,719 shares of Knowles common stock. This figure reflects his remaining direct holdings following the automatic share withholding associated with the restricted stock vesting.

Why were Knowles (KN) shares withheld for Jeffrey Niew under Rule 16b-3?

Shares were withheld to pay the tax liability triggered when a restricted stock grant vested. Rule 16b-3 allows insiders to satisfy tax or exercise costs through issuer-directed transactions without treating them as traditional open-market buys or sells.