Koss (NASDAQ: KOSS) CEO reports 12,000-share trust distribution in Form 4

Rhea-AI Filing Summary

Koss Corporation President and CEO Michael J. Koss, who is also a director and more than 10% owner of KOSS, reported a trust-related transfer involving 12,000 shares of common stock on February 17, 2026. The shares were distributed from a trust benefiting an adult child, where he serves as co-trustee.

Following this distribution, the filing shows 0 shares held through that specific trust, while he continues to hold 774,907 common shares directly, 2,696,634 shares as voting trustee of a family voting trust, and 157,801 shares through an ESOP, with beneficial ownership disclaimed except to the extent of his pecuniary interest.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider KOSS MICHAEL J

Role President and CEO

Type	Security	Shares	Price	Value
Other	Common Stock	12,000	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, As co-trustee of trust for child); Common Stock — 774,907 shares (Direct)

Footnotes (1)

1. These shares were distributed to the beneficiary of a trust which benefits an adult child of the reporting person, of which the reporting person is a co-trustee. These shares were held through a trust which benefits an adult child of the reporting person. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein. The reporting person holds these shares in his capacity as voting trustee of the voting trust established by that certain Restatement of Koss Family Voting Trust, dated March 23, 2022. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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
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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^*

KOSS MICHAEL J

(Last) (First) (Middle)

C/O KOSS CORPORATION

4129 N. PORT WASHINGTON AVE.

(Street)

MILWAUKEE WI 53212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KOSS CORP [ KOSS ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		J(1)		12,000	D	$0	0	I	As co-trustee of trust for child(2)
Common Stock								774,907	D
Common Stock								2,696,634	I	As voting trustee(3)
Common Stock								157,801	I	ESOP

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 were distributed to the beneficiary of a trust which benefits an adult child of the reporting person, of which the reporting person is a co-trustee.

2. These shares were held through a trust which benefits an adult child of the reporting person. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.

3. The reporting person holds these shares in his capacity as voting trustee of the voting trust established by that certain Restatement of Koss Family Voting Trust, dated March 23, 2022. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/s/ Kim M. Schulte, as attorney-in-fact	02/17/2026
	** 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.

FAQ

What insider transaction did KOSS President and CEO Michael J. Koss report?

Michael J. Koss reported a trust-related transfer of 12,000 KOSS common shares on February 17, 2026. The shares were distributed to the beneficiary of a trust for his adult child, where he serves as co-trustee, with the transaction reported at a price of $0 per share.

How many KOSS shares were involved in the reported Form 4 trust distribution?

The reported transaction involved 12,000 shares of KOSS common stock. These shares were distributed from a trust benefiting an adult child of Michael J. Koss, and the filing lists the transaction price per share as $0, reflecting a non-market, trust-related movement of shares.

How many KOSS shares does Michael J. Koss hold directly after this filing?

After the reported transaction, Michael J. Koss is shown as directly holding 774,907 KOSS common shares. This direct position is separate from shares associated with trusts or plans, such as the family voting trust and the employee stock ownership plan listed in the filing.

What indirect KOSS share holdings are reported for Michael J. Koss?

The filing reports 2,696,634 KOSS common shares held by Michael J. Koss as voting trustee of a family voting trust and 157,801 shares through an ESOP. He disclaims beneficial ownership of these indirect holdings except to the extent of his pecuniary interest in the securities.

Does the KOSS Form 4 indicate a sale of shares by Michael J. Koss?

The Form 4 does not characterize the event as a sale; it shows a transaction coded “J” involving 12,000 shares at $0 from a trust for his adult child. The description notes a distribution to the trust beneficiary rather than an open-market purchase or sale.

What does the Form 4 disclose about the KOSS family voting trust?

The Form 4 states that Michael J. Koss holds 2,696,634 KOSS shares as voting trustee of a Koss Family Voting Trust established in March 2022. He disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the trust’s holdings.