PERNA ROBERT J 4

What Happened

Robert J. Perna, SVP, General Counsel & Secretary of Knowles Corporation, received equity awards and had shares withheld to cover tax obligations. On Feb 17, 2026 he was credited with 34,725 shares (performance-share settlement) valued at $27.14 each (aggregate $942,437) and 13,817 restricted stock units (RSUs). To satisfy withholding, 15,384 shares were surrendered on Feb 17 at $27.14 ($417,522) and an additional 2,818 shares were withheld on Feb 18 at $27.16 ($76,537). The net result was receipt of award shares alongside routine tax-withholding dispositions.

Key Details

• Transaction dates and prices:
  • 2026-02-17: Award/settlement — 34,725 shares @ $27.14 (reported value $942,437) (Code A)
  • 2026-02-17: Tax withholding — 15,384 shares @ $27.14 (disposed, $417,522) (Code F)
  • 2026-02-17: Award/RSU grant — 13,817 shares @ $0.00 (Code A)
  • 2026-02-18: Tax withholding — 2,818 shares @ $27.16 (disposed, $76,537) (Code F)
• Footnotes:
  • PSU settlement tied to performance goals for the 2023–2025 period (F1).
  • Withholding of shares to pay taxes related to the PSU settlement and RSU vesting (F2, F4).
  • RSUs vest ratably over three years from the first anniversary of the award (F3).
  • Filings refer to Rule 16b-3 compliance for withholding.
• Shares owned after the transaction: not specified in the provided filing.
• Filing: Form 4 filed 2026-02-19 (for transactions dated 2026-02-17); no late filing flag indicated.

Context

This filing reflects compensation-related equity awards (PSUs and RSUs) being settled and routine share-withholding to cover tax liabilities. Awards are considered receipt of company stock as compensation rather than an open-market purchase (which some investors view as a stronger positive signal). The withheld shares are a common, administrative step and do not necessarily reflect a voluntary sale by the insider.