KN Insider Exercise: 42,017 Shares; 37,125 Withheld for Taxes

Rhea-AI Filing Summary

John S. Anderson, Senior Vice President & CFO of Knowles Corp (KN), reported option exercise and share withholding on 08/13/2025. He exercised a non-qualified stock option that entitled him to 42,017 shares at an exercise price of $16.77 per share, resulting in 42,017 underlying common shares. Following the transactions his beneficial ownership is reported as 284,424 shares.

Simultaneously, 37,125 shares were withheld to cover the option exercise price and related tax liability at a price of $21.01 per share, reducing his net new shares to the issuer. The Form 4 was submitted by power-of-attorney on 08/14/2025. The filing is a routine Section 16 disclosure of insider option exercise and tax-withholding.

Positive

• Insider exercised options, increasing beneficial ownership to 284,424 shares
• Exercise at $16.77 indicates utilization of existing compensation awards rather than open-market selling
• Form filed promptly (reported transaction 08/13/2025; filing 08/14/2025) demonstrating regulatory compliance

Negative

• 37,125 shares withheld to cover exercise price and taxes, reducing the net shares received by the reporting person
• No open-market purchase was reported, so this does not reflect incremental outside-market buying interest

Insights

Financial Analyst

TL;DR: Transaction is a routine option exercise by the CFO that modestly increases reported ownership; no new cash-market purchase disclosed.

This Form 4 documents a non-qualified stock option exercise (Code M) producing 42,017 shares at a $16.77 exercise price and a contemporaneous withholding disposition of 37,125 shares at $21.01 to satisfy tax and payment obligations. The net effect increases reported beneficial ownership to 284,424 shares. There is no sale for cash in the open market disclosed, and the withholding is administrative, not a signal of divestiture. Impact on investors is limited and transactional rather than operational.

Corporate Governance Expert

TL;DR: Routine insider reporting that reflects standard post-exercise withholding; governance implications are minimal.

The filing was made under a power-of-attorney and identifies the reporting person as an officer (CFO). The use of share withholding to satisfy exercise and tax obligations is common and consistent with company equity plan mechanics. No change in role or governance disclosures are present. This is a compliance disclosure with low materiality for corporate control or governance structure.

Insider Trade Summary

42,017 shares exercised/converted

Mixed 3 txns

Insider Anderson John S.

Role Senior Vice President & CFO

Type	Security	Shares	Price	Value
Exercise	Non-Qualified Stock Option (right to buy)	42,017	$16.77	$705K
Exercise	Common Stock	42,017	$16.77	$705K
Tax Withholding	Common Stock	37,125	$21.01	$780K

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 0 shares (Direct); Common Stock — 284,424 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)
08/13/2025

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	08/13/2025		M		42,017	A	$16.77	284,424	D
Common Stock	08/13/2025		F		37,125(1)	D	$21.01	247,299	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
Non-Qualified Stock Option (right to buy)	$16.77	08/13/2025		M			42,017	02/10/2021	02/09/2027	Common Stock	42,017	$16.77	0	D

Explanation of Responses:

1. These shares represent the payment of the option exercise price and tax liability by withholding securities.

	By: Robyn B. Martin For: POA for John Anderson	08/14/2025
	** 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 did Knowles Corp (KN) insider John S. Anderson report on 08/13/2025?

He reported exercising a non-qualified stock option for 42,017 shares at an exercise price of $16.77 per share and a withholding disposition of 37,125 shares at $21.01 to cover taxes and exercise costs.

How many shares does John Anderson beneficially own after the reported transactions?

Following the reported transactions his beneficial ownership is 284,424 shares.

What does code M and code F mean in this Form 4?

In this filing, Code M denotes exercise or conversion of derivative securities, and Code F denotes a disposition to satisfy tax withholding (as explained in the filing).

Were any shares sold in the open market by the reporting person?

No open-market sale is reported; the only disposition was share withholding to satisfy the option exercise price and tax obligations.

Who signed and filed the Form 4 for John Anderson?

The Form 4 was filed under a power-of-attorney by Robyn B. Martin on behalf of John Anderson on 08/14/2025.