Giesecke Daniel J. 4
4 · Knowles Corp · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Knowles (KN) SVP/COO Daniel Giesecke Receives Awards; Shares Withheld
What Happened
Daniel J. Giesecke, Senior Vice President and COO of Knowles Corporation, received equity awards and had a portion of shares withheld to cover tax liabilities. On Feb 17, 2026 he settled performance share units (PSUs) for 39,685 shares valued at $27.14 each (≈ $1,077,051) and was credited 16,581 restricted stock units (RSUs) (reported at $0.00 acquisition price). To satisfy tax withholding, 17,581 PSU shares (Feb 17) and 3,624 RSU shares (Feb 18) were surrendered at prices of $27.14 and $27.16, respectively (total withholding value ≈ $575,576). Net shares added to his position from these transactions: 56,266 acquired − 21,205 withheld = 35,061 net new shares.
Key Details
- Transaction dates and prices:
- Feb 17, 2026: PSU settlement — 39,685 shares @ $27.14 (value ≈ $1,077,051) (Code A).
- Feb 17, 2026: Tax withholding on PSU settlement — 17,581 shares @ $27.14 (value ≈ $477,148) (Code F).
- Feb 17, 2026: RSU grant — 16,581 shares @ $0.00 (Code A).
- Feb 18, 2026: Tax withholding on RSU vesting — 3,624 shares @ $27.16 (value ≈ $98,428) (Code F).
- Net effect: 56,266 shares acquired, 21,205 shares withheld for taxes, net increase of 35,061 shares.
- Footnotes:
- PSU settlement tied to a three‑year performance period (Jan 1, 2023–Dec 31, 2025) (F1).
- Withholding shares were used to pay tax liabilities related to PSU and RSU settlements/vesting (F2, F4).
- RSUs vest ratably over three years starting on the first anniversary of the award (F3).
- Filing: Form 4 was filed Feb 19, 2026 for transactions on Feb 17–18, 2026 — appears timely under the Form 4 reporting window.
Context
These were equity awards (PSU settlement and RSU grant) with routine tax‑withholding dispositions, not open‑market purchases or discretionary sales. PSUs are performance‑based grants whose final payout depends on pre‑specified goals over the 2023–2025 performance period; the tax withholding is a common method to satisfy payroll taxes and does not necessarily indicate any change in insider sentiment.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-17$27.14/sh+39,685$1,077,051→ 204,648 total - Tax Payment
Common Stock
[F2]2026-02-17$27.14/sh−17,581$477,148→ 187,067 total - Award
Common Stock
[F3]2026-02-17+16,581→ 203,648 total - Tax Payment
Common Stock
[F4]2026-02-18$27.16/sh−3,624$98,428→ 200,024 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.