Were Raymond D. Cabrera’s Knowles (KN) share disposals open-market sales?

The disposals were not open-market sales. They were tax-withholding dispositions, where shares were withheld by the company to satisfy tax liabilities arising from the settlement and vesting of equity awards granted under Knowles’ incentive plans.

Knowles SVP reports equity awards and tax share withholding

Knowles Corp SVP and Chief HR Officer Raymond D. Cabrera reported equity award activity and related tax-withholding transactions in company stock.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Knowles Corp SVP and Chief HR Officer Raymond D. Cabrera reported equity award activity and related tax-withholding transactions in company stock. On February 17, 2026, he acquired 29,764 shares of common stock as a grant or award and also settled performance share units previously granted under a Knowles equity incentive plan, resulting in an additional 13,817 restricted stock units that vest ratably over three years.

To cover tax liabilities tied to these equity events, 13,184 shares on February 17 and 2,818 shares on February 18 were disposed of through share withholding at prices around $27 per share, rather than open-market sales. After these transactions, he directly owned 129,598 shares of Knowles common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Cabrera Raymond D.

Role SVP, Chief HR Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,818	$27.16	$77K
Grant/Award	Common Stock	29,764	$27.14	$808K
Exercise Price or Tax Liability	Common Stock	13,184	$27.14	$358K
Grant/Award	Common Stock	13,817	$0.00	$0.00

Holdings After Transaction: Common Stock — 129,598 shares (Direct)

Footnotes (4)

F1. 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.
F2. 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.
F3. 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.
F4. 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.

FAQ

What insider transactions did Knowles Corp (KN) report for Raymond D. Cabrera?

Knowles Corp reported that Raymond D. Cabrera received equity grants and had shares withheld to pay taxes. He acquired performance-based and restricted stock awards, while a smaller number of shares were disposed of to cover tax liabilities associated with those awards.

How many Knowles Corp (KN) shares did Raymond D. Cabrera acquire in the latest Form 4?

Raymond D. Cabrera acquired 29,764 Knowles common shares through a grant or award and 13,817 restricted stock units. These awards stemmed from the company’s equity incentive plans, including performance share units and time-vested restricted stock units.

Why were some of Raymond D. Cabrera’s Knowles (KN) shares disposed of in this filing?

Shares were disposed of solely to pay tax liabilities from equity vesting. Knowles withheld 13,184 shares and 2,818 shares incident to the settlement of performance share units and restricted stock vesting, as permitted under Rule 16b-3, rather than selling them on the open market.

What equity plans are referenced in Raymond D. Cabrera’s Knowles (KN) Form 4?

The transactions reference the Knowles Corporation Equity Incentive Plan and the 2018 Equity and Cash Incentive Plan. These plans provided performance share units and restricted stock units that vest over time or based on multi‑year performance goals set by the company.

How many Knowles Corp (KN) shares does Raymond D. Cabrera own after these transactions?

After the reported equity grants and tax-withholding dispositions, Raymond D. Cabrera directly owned 129,598 shares of Knowles common stock. This figure reflects his post-transaction holdings, as disclosed in the most recent Form 4 filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/19/2026 - 03:35 PM

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^*

Cabrera Raymond D.

(Last)

(First)

(Middle)

1151 MAPLEWOOD DRIVE

(Street)

ITASCA

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)
	SVP, Chief HR Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2026		A		29,764⁽¹⁾	A	$27.14	131,783	D
Common Stock	02/17/2026		F		13,184⁽²⁾	D	$27.14	118,599	D
Common Stock	02/17/2026		A		13,817⁽³⁾	A	$0.0	132,416	D
Common Stock	02/18/2026		F		2,818⁽⁴⁾	D	$27.16	129,598	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Raymond D. Cabrera	02/19/2026
	** 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.

Source: View Original Filing on SEC EDGAR