4/A: Knowles CFO Amends Form 4 for 10b5-1 Plan Disclosure

Knowles Corp's Senior Vice President and CFO, John S. Anderson, filed an amended Form 4 to clarify that recent stock sales were executed under a pre-arranged Rule 10b5-1 trading plan.

Summary

• John S. Anderson, Senior Vice President and CFO of Knowles Corp (KN), filed an amended Form 4 (Form 4/A).
• The amendment corrects an omission from the original Form 4 filed on November 24, 2025.
• The correction clarifies that the reported transactions were made pursuant to a Rule 10b5-1 trading plan.
• The Rule 10b5-1 plan was adopted by Mr. Anderson on August 22, 2025.
• This amended Form 4 does not report additional transactions but solely corrects the disclosure omission.
• On November 21, 2025, Mr. Anderson sold a total of 30,000 shares of Common Stock in three separate transactions.
• The sales included 10,000 shares at a weighted average price of $20.9, 10,000 shares at $20.8, and 10,000 shares at $21.5.
• Following these transactions, Mr. Anderson beneficially owns 217,299 shares of Common Stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can be a minor negative, the clarification that it was part of a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling and demonstrates good corporate governance in correcting the omission.

Positives

• The amendment demonstrates transparency by correcting a previous omission regarding the Rule 10b5-1 plan.
• The existence of a Rule 10b5-1 plan indicates that the sales were pre-scheduled and not based on material non-public information, which can mitigate concerns about opportunistic insider trading.

Negatives

• The sale of 30,000 shares by a senior executive, even if pre-planned, could be perceived negatively by some investors as a reduction in insider ownership.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The reporting person undertakes to provide to Knowles Corporation, any security holder of Knowles Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased/sold at each separate price within the ranges set forth in the footnotes to this Form 4.

Industry Context

This filing is a routine insider transaction disclosure and amendment, which typically does not directly relate to broader industry trends. However, the use of a Rule 10b5-1 plan is a common practice among executives in publicly traded companies across various industries to manage personal stock sales in compliance with insider trading regulations.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: Provides transparency regarding executive stock sales, confirming they were pre-planned and not based on non-public information, which can reassure investors.
• Regulatory Authorities: The amendment ensures compliance with SEC disclosure requirements for insider transactions.

Next Steps

• The reporting person undertakes to provide detailed transaction price information upon request to Knowles Corporation, security holders, or the SEC.

Key Dates

Recommendation

This Form 4/A is an amendment to clarify that previously reported insider stock sales were conducted under a Rule 10b5-1 trading plan. This correction enhances transparency and mitigates potential concerns about opportunistic selling. The filing itself does not introduce new financial data or strategic shifts that would warrant a change in investment recommendation. The underlying sales were already disclosed, and the 10b5-1 plan context is generally viewed as neutral to slightly positive for corporate governance. Therefore, a 'hold' recommendation is appropriate as this filing does not present new information to alter the fundamental investment thesis.

Keywords

Knowles Corp, KN, Form 4/A, Insider Trading, Rule 10b5-1, Stock Sale, Executive Compensation, SEC Filing, John S. Anderson, CFO