KNW officer Kitty Payne granted option for 1,790,000 shares, 10‑year term

Rhea-AI Filing Summary

On August 6, 2025, Kitty B. Payne, an officer of Know Labs, Inc. (KNW), was granted an option to purchase 1,790,000 shares of the company's common stock at an exercise price of $2.45 per share under the 2021 Equity Incentive Plan. The option vests 25% on the one-year anniversary of the grant and then in quarterly installments over the following three years, tying vesting to continued service. The grant is reported as a direct ownership interest and the option shows an expiration date of August 6, 2035, indicating a 10-year term from the grant date. The Form 4 reports the transaction as an acquisition of derivative securities through the company plan.

Positive

• Large equity award granted under the company’s 2021 Equity Incentive Plan, showing active use of equity compensation
• Multi‑year vesting (25% after one year then quarterly) aligns incentives with continued service and longer‑term performance
• Clear exercise price disclosed at $2.45 and an explicit expiration date (August 6, 2035)

Negative

• Potential dilution of up to 1,790,000 shares if the options are exercised
• Materiality unclear because total shares outstanding and prior insider holdings are not provided in this filing
• No contextual disclosure here of prior grants or board authorization details that would clarify governance and compensation impacts

Insights

Financial Analyst

TL;DR This is a large time‑based option grant: 1.79M options at $2.45, ten‑year term, standard multi‑year vesting.

The grant represents a significant award in absolute terms but the material investor impact depends on total shares outstanding and existing dilution, which are not provided in this filing. The exercise price of $2.45 and the four‑year vesting schedule align management incentives with multi‑year performance and retention. Without share count or recent compensation history, it is not possible to quantify dilution or expense impact from the filing alone.

Corporate Governance Expert

TL;DR Time‑based equity awarded to an officer with customary cliff and quarterly vesting; governance implications depend on grant size and disclosure context.

The Form 4 discloses the grant mechanics and vesting schedule clearly, showing direct beneficial ownership and a ten‑year term. For governance review, key missing context includes prior grants, total outstanding common shares, and board approval details. The structure—25% after one year then quarterly over three years—is a common retention‑focused design; its appropriateness cannot be judged from this single disclosure.

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^*

PAYNE KITTY B

(Last) (First) (Middle)

619 WESTERN AVENUE, SUITE 610

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KNOW LABS, INC. [ KNW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO, Treasurer, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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

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
Option to Purchase Common Stock(1)	$2.45	08/06/2025		A(1)		1,790,000		(1)	08/06/2035	Common Stock	1,790,000	$0	1,790,000	D

Explanation of Responses:

1. On August 6, 2025 (the "Grant Date"), the Reporting Person was granted an option to purchase 1,790,000 shares of the Issuer's common stock pursuant to the Issuer's 2021 Equity Incentive Plan. The option will vest as to 25% of the shares covered by the option on the one-year anniversary of the Grant Date and in quarterly installments thereafter over the next three years.

	/s/ Kitty B. Payne	08/08/2025
	** 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 Know Labs (KNW) report on this Form 4?

The Form 4 reports that officer Kitty B. Payne was granted an option to purchase 1,790,000 shares of common stock under the 2021 Equity Incentive Plan.

What is the exercise price and term of the option in the KNW Form 4?

The option's exercise price is $2.45 per share and the option shows an expiration date of August 6, 2035.

What is the vesting schedule for the options granted to Kitty B. Payne?

The option vests 25% on the one‑year anniversary of the grant date, then vests in quarterly installments over the next three years.

How is the reported ownership classified on the Form 4?

The grant is reported as direct beneficial ownership (listed as 'D' in the filing).

What is Kitty B. Payne's role at Know Labs as shown in the filing?

The filing lists Kitty B. Payne as an officer with titles including CFO, Treasurer, and Secretary.