Knowles (NYSE: KN) SVP reports stock grants and tax-share disposals

Rhea-AI Filing Summary

Knowles Corp senior vice president and general counsel Robert J. Perna reported equity compensation activity in common stock. On February 17, 2026, he acquired 34,725 shares at a reference value of $27.14 per share through a grant or award, and also received 13,817 restricted stock units at no stated price, both under company equity incentive plans tied to multi‑year performance and service conditions.

To cover related tax liabilities, he disposed of 15,384 shares on February 17 and 2,818 shares on February 18 through tax‑withholding transactions at prices around $27.14–$27.16 per share. After these transactions, he held 90,780 shares directly, and an additional 9,221 shares were reported as held indirectly by a trust.

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^*

PERNA ROBERT J

(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)
	SVP, General Counsel & Sec

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		34,725(1)	A	$27.14	95,165	D
Common Stock	02/17/2026		F		15,384(2)	D	$27.14	79,781	D
Common Stock	02/17/2026		A		13,817(3)	A	$0.0	93,598	D
Common Stock	02/18/2026		F		2,818(4)	D	$27.16	90,780	D
Common Stock								9,221	I	by Trust

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 Robert J. Perna	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 KN executive Robert J. Perna report?

Robert J. Perna reported equity compensation activity, including grants of common stock and restricted stock units, plus share dispositions for tax withholding. The transactions relate to performance share units and restricted stock awards under Knowles equity incentive plans.

How many Knowles (KN) shares did the executive acquire in these Form 4 grants?

Perna acquired 34,725 shares of Knowles common stock at a reference value of $27.14 per share, plus 13,817 restricted stock units at no stated price. These awards stem from company equity and cash incentive plans with multi‑year vesting and performance conditions.

Why did the Knowles (KN) executive dispose of shares in this Form 4?

The reported dispositions were tax‑withholding transactions, not open‑market sales. A total of 15,384 shares on February 17 and 2,818 shares on February 18 were withheld to cover tax liabilities tied to performance share and restricted stock vesting events.

What does the Form 4 say about performance share units for Knowles (KN)?

The filing notes settlement of performance share units previously granted under a Knowles equity incentive plan. The number of shares received depended on performance goals measured over a three‑year period from January 1, 2023 through December 31, 2025.

How are restricted stock units structured for Knowles (KN) in this report?

Restricted stock units were granted under the Knowles 2018 Equity and Cash Incentive Plan. According to the filing, these RSUs vest ratably over three years, starting on the first anniversary of the award, aligning compensation with longer‑term service and performance.

How many Knowles (KN) shares does the executive own after these transactions?

After the reported grants and tax‑withholding dispositions, Perna directly held 90,780 shares of Knowles common stock. The filing also reports an additional 9,221 shares held indirectly by a trust, reflecting both direct and trust‑held positions.