Form 4: Knowles CEO Niew Reports Equity Awards, Tax Withholdings

Knowles Corporation's President and CEO, Jeffrey Niew, reported the settlement of performance share units and restricted stock unit grants, alongside associated tax withholdings.

Summary

• Jeffrey Niew, President & CEO of Knowles Corp, reported several equity transactions.
• On February 17, 2026, Niew acquired 212,814 shares of Common Stock at $27.14 per share from the settlement of performance share units (PSUs). These PSUs were granted under the Knowles Corporation Equity Incentive Plan, based on performance goals achieved from January 1, 2023, through December 31, 2025.
• On the same date, 94,277 shares were disposed of at $27.14 per share to cover tax liabilities related to the PSU settlement.
• Also on February 17, 2026, Niew acquired 72,955 shares of Common Stock at $0.0 per share, representing Restricted Stock Units (RSUs) granted under the 2018 Equity and Cash Incentive Plan, which vest ratably over three years.
• On February 18, 2026, 15,943 shares were disposed of at $27.16 per share for tax withholding related to the vesting of a restricted stock grant issued on February 18, 2025.
• Following these transactions, Niew beneficially owns 901,175 shares of Common Stock directly.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting the successful achievement of performance targets for the CEO's PSUs and ongoing executive retention through RSU grants, balanced by routine tax-related share disposals.

Positives

• The settlement of 212,814 performance share units indicates the achievement of performance goals over the three-year period from January 1, 2023, through December 31, 2025.
• The grant of 72,955 Restricted Stock Units demonstrates ongoing commitment to executive incentives and retention.
• Jeffrey Niew's direct beneficial ownership remains substantial at 901,175 shares, aligning his interests with shareholders.

Negatives

• A total of 110,220 shares were disposed of through tax withholdings (94,277 shares and 15,943 shares), which reduces the direct shareholding slightly.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction, beyond the vesting schedule of the granted Restricted Stock Units.

Industry Context

StockSavvy.ai notes that routine Form 4 filings detailing executive compensation, particularly the settlement of performance-based awards and associated tax withholdings, are standard practice in publicly traded companies. These filings provide transparency into executive incentives and ownership, which is a key aspect of corporate governance across the industry.

Stakeholder Impact

• Shareholders: Increased alignment of CEO's interests with shareholders due to significant equity ownership and performance-based awards.
• Employees: Reflects the company's compensation structure for executives, potentially influencing broader employee incentive programs.
• Regulatory Authorities: Provides transparency regarding executive compensation and insider transactions, fulfilling SEC disclosure requirements.

Next Steps

• The Restricted Stock Units granted on February 17, 2026, will vest ratably over three years, commencing on the first anniversary of the award.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of performance-based awards and restricted stock units, along with associated tax withholdings. While the achievement of performance targets for PSUs is a positive indicator, these transactions are expected and do not provide new fundamental information that would significantly alter the investment thesis for Knowles Corp. The substantial insider ownership remains a positive, but the filing itself does not warrant a change from a 'hold' position based solely on this disclosure.

Keywords

Knowles Corp, KN, Jeffrey Niew, Form 4, Insider Trading, Equity Incentive Plan, Performance Share Units, Restricted Stock Units, Executive Compensation, Stock Ownership