Niew Jeffrey 4

4 · Knowles Corp · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Knowles (KN) CEO Jeffrey Niew Receives Awards; Shares Withheld for Taxes

What Happened

Jeffrey Niew, President & CEO and Director of Knowles Corporation, received awards and had shares withheld for taxes. On 2026-02-17 he was issued 212,814 shares as the settlement of performance share units (PSUs) valued at $27.14 each (total ~$5,775,772) and 72,955 restricted stock units (RSUs) granted at $0.00 (no immediate cash value). To satisfy tax-withholding obligations, 94,277 shares were withheld on 2026-02-17 (at $27.14, $2,558,678) and 15,943 shares were withheld on 2026-02-18 (at $27.16, $433,012). Net, Niew received 285,769 award shares and 110,220 shares were withheld, for a net increase of 175,549 shares.

Key Details

Transaction types: A = Award/Grant (PSU settlement and RSU grant); F = Withholding to pay tax liability (not an open-market sale).
Dates & prices: 2026-02-17 PSU settlement 212,814 @ $27.14; 2026-02-17 tax withholding 94,277 @ $27.14; 2026-02-17 RSU grant 72,955 @ $0.00; 2026-02-18 tax withholding 15,943 @ $27.16.
Values: PSU settlement ≈ $5,775,772; tax-withheld shares totaled ≈ $2,991,690 (94,277 @ $27.14 + 15,943 @ $27.16).
Footnotes: PSU settlement tied to performance goals for the 2023–2025 period (F1). Withholdings paid tax liabilities incident to the PSU settlement and RSU vesting and were done in accordance with Rule 16b-3 (F2, F4). RSUs vest ratably over three years beginning one year after grant (F3).
Shares owned after transaction: not specified in the provided filing summary.
Timeliness: filing filed 2026-02-19 for transactions on 2026-02-17–02-18; the available information does not indicate a late filing.

Context

These transactions reflect compensation-related awards (PSU settlement and RSU grant) and routine tax-withholding rather than open-market purchases or discretionary sales. PSUs were settled based on achievement of multi-year performance goals; withheld shares were used to pay taxes (a common, non-market-sale method). Such awards are compensation and do not by themselves signal the insider buying or selling stock in the market.

Form 4

Period: 2026-02-17

DirectorPresident & CEO

Transactions

Award
Common Stock
[F1]
2026-02-17$27.14/sh+212,814$5,775,772→ 938,440 total
Tax Payment
Common Stock
[F2]
2026-02-17$27.14/sh−94,277$2,558,678→ 844,163 total
Award
Common Stock
[F3]
2026-02-17+72,955→ 917,118 total
Tax Payment
Common Stock
[F4]
2026-02-18$27.16/sh−15,943$433,012→ 901,175 total

Footnotes (4)

[F1]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.
[F2]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.
[F3]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.
[F4]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.

Signature

By: Robyn B. Martin For: POA for Jeffrey Niew|2026-02-19

1 file