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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026.


or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission File Number: 001-36102

Knowles Corporation
(Exact name of registrant as specified in its charter)
Delaware90-1002689
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

1151 Maplewood Drive, Itasca, IL
(Address of Principal Executive Offices)


60143
(Zip Code)

(630) 250-5100
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, $0.01 par value per shareKNNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐  No  ☑

The number of shares outstanding of the registrant’s common stock as of April 24, 2026 was 85,560,660.



Table of Contents
Knowles Corporation
Form 10-Q
Table of Contents
Page



Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions, except per share amounts)
(unaudited)
 Three Months Ended March 31,
 20262025
Revenues$153.1 $132.2 
Cost of goods sold85.9 78.4 
Restructuring charges - cost of goods sold0.1 0.5 
Gross profit67.1 53.3 
Research and development expenses11.7 9.7 
Selling and administrative expenses39.4 37.2 
Restructuring charges0.1 2.4 
Operating expenses51.2 49.3 
Operating earnings15.9 4.0 
Interest expense, net1.5 2.7 
Other expense, net3.4 0.5 
Earnings before income taxes and discontinued operations11.0 0.8 
(Benefit from) provision for income taxes(0.3)1.2 
Earnings (loss) from continuing operations11.3 (0.4)
Loss from discontinued operations, net(1.6)(1.6)
Net earnings (loss)$9.7 $(2.0)
Earnings per share from continuing operations:
Basic$0.13 $— 
Diluted$0.13 $— 
Loss per share from discontinued operations:
Basic$(0.02)$(0.02)
Diluted$(0.02)$(0.02)
Net earnings (loss) per share:
Basic$0.11 $(0.02)
Diluted$0.11 $(0.02)
Weighted-average common shares outstanding:
Basic85.4 87.8 
Diluted87.7 87.8 

See accompanying Notes to Consolidated Financial Statements
1

Table of Contents

KNOWLES CORPORATION 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(in millions)
(unaudited)
 Three Months Ended March 31,
 20262025
Net earnings (loss)$9.7 $(2.0)
Other comprehensive (loss) earnings, net of tax
Foreign currency translation2.3 0.9 
Employee benefit plans:
Amortization or settlement of actuarial losses and prior service costs
0.1 — 
Net change in employee benefit plans0.1 — 
Changes in fair value of cash flow hedges:
Unrealized net gains arising during period0.3 1.0 
Net losses reclassified into earnings0.3 0.8 
Total cash flow hedges0.6 1.8 
Other comprehensive earnings, net of tax3.0 2.7 
Comprehensive earnings$12.7 $0.7 

See accompanying Notes to Consolidated Financial Statements

2

Table of Contents

KNOWLES CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
(unaudited)
 March 31, 2026December 31, 2025
Current assets:  
Cash and cash equivalents$41.0 $54.2 
Receivables, net of allowances of $—
109.2 102.8 
Inventories136.2 124.6 
Prepaid and other current assets11.0 9.8 
Total current assets297.4 291.4 
Property, plant, and equipment, net144.7 140.2 
Goodwill270.3 270.3 
Intangible assets, net137.1 141.1 
Operating lease right-of-use assets19.3 19.1 
Investment in affiliate83.4 83.4 
Other assets and deferred charges101.7 105.6 
Total assets$1,053.9 $1,051.1 
Current liabilities:  
Accounts payable$44.5 $42.9 
Accrued compensation and employee benefits19.3 29.7 
Operating lease liabilities4.6 4.1 
Other accrued expenses21.5 28.2 
Federal and other taxes on income1.0 1.0 
Total current liabilities90.9 105.9 
Long-term debt131.0 114.0 
Deferred income taxes1.1 1.1 
Long-term operating lease liabilities15.6 16.1 
Other liabilities35.1 38.2 
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock - $0.01 par value; 10,000,000 shares authorized; none issued
— — 
Common stock - $0.01 par value; 400,000,000 shares authorized; 100,601,363 and 85,560,660 shares issued and outstanding at March 31, 2026, respectively, and 99,651,892 and 84,887,498 shares issued and outstanding at December 31, 2025, respectively
1.0 1.0 
Treasury stock - at cost; 15,040,703 and 14,764,394 shares at March 31, 2026 and December 31, 2025, respectively
(278.2)(270.7)
Additional paid-in capital1,738.8 1,739.6 
Accumulated deficit(559.7)(569.4)
Accumulated other comprehensive loss(121.7)(124.7)
Total stockholders' equity780.2 775.8 
Total liabilities and stockholders' equity$1,053.9 $1,051.1 

See accompanying Notes to Consolidated Financial Statements
3

Table of Contents

KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except share amounts)
(unaudited)
Common StockTreasury StockAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal Stockholders' Equity
 Shares IssuedAmountSharesAmount
Balance at December 31, 202599,651,892$1.0 (14,764,394)$(270.7)$1,739.6 $(569.4)$(124.7)$775.8 
Net earnings—— —— — 9.7 — 9.7 
Other comprehensive earnings, net of tax—— —— — — 3.0 3.0 
Repurchase of common stock—— (276,309)(7.5)— — — (7.5)
Stock-based compensation expense—— —— 10.4 — — 10.4 
Exercise of stock options162,239— —— 3.0 — — 3.0 
Restricted and performance stock unit settlement, net of tax787,232— —— (14.2)— — (14.2)
Balance at March 31, 2026100,601,363 $1.0 (15,040,703)$(278.2)$1,738.8 $(559.7)$(121.7)$780.2 
Common StockTreasury StockAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal Stockholders' Equity
Shares IssuedAmountSharesAmount
Balance at December 31, 202498,551,188$1.0 (11,192,529)$(205.2)$1,711.9 $(613.6)$(138.1)$756.0 
Net loss—— —— — (2.0)— (2.0)
Other comprehensive earnings, net of tax—— —— — — 2.7 2.7 
Repurchase of common stock—— (300,768)(5.0)— — — (5.0)
Stock-based compensation expense—— —— 10.2 — — 10.2 
Exercise of stock options43,211— —— 0.6 — — 0.6 
Restricted and performance stock unit settlement, net of tax576,698— —— (6.7)— — (6.7)
Balance at March 31, 202599,171,097 $1.0 (11,493,297)$(210.2)$1,716.0 $(615.6)$(135.4)$755.8 

See accompanying Notes to Consolidated Financial Statements


4

Table of Contents

KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
 Three Months Ended March 31,
20262025
Operating Activities  
Net earnings (loss)$9.7 $(2.0)
Adjustments to reconcile net earnings (loss) to cash from operating activities:
Stock-based compensation10.4 10.2 
Depreciation and amortization9.2 9.0 
Deferred income taxes3.6 3.1 
Non-cash interest expense and amortization of debt issuance costs0.1 1.3 
Loss on sale of business— 1.6 
Other, net2.8 0.7 
Changes in assets and liabilities (excluding effects of foreign exchange):
Receivables, net(6.3)(3.1)
Inventories(11.1)(1.6)
Prepaid and other current assets(1.8)(0.6)
Accounts payable1.5 (19.3)
Accrued compensation and employee benefits(10.5)(11.1)
Other accrued expenses(5.1)1.9 
Accrued taxes(0.5)(2.6)
Other non-current assets and non-current liabilities(2.7)13.8 
Net cash (used in) provided by operating activities(0.7)1.3 
Investing Activities  
Capital expenditures(10.8)(4.0)
Purchase of investments— (1.6)
Proceeds from the sale of investments— 1.6 
Proceeds from seller loan repayment— 0.5 
Net cash used in investing activities(10.8)(3.5)
Financing Activities  
Borrowings under revolving credit facility60.0 — 
Payments under revolving credit facility(43.0)(15.0)
Tax on restricted stock and performance share unit vesting and stock option exercises(14.2)(6.7)
Repurchase of common stock(7.5)(5.0)
Proceeds from exercise of stock options3.0 0.6 
Payments of finance lease obligations(0.1)(0.1)
Net cash used in financing activities(1.8)(26.2)
Effect of exchange rate changes on cash and cash equivalents0.1 0.2 
Net decrease in cash and cash equivalents(13.2)(28.2)
Cash and cash equivalents at beginning of period54.2 130.1 
Cash and cash equivalents at end of period$41.0 $101.9 
Supplemental information - cash paid for:
Income taxes$1.9 $2.9 
Interest$1.9 $2.2 

See accompanying Notes to Consolidated Financial Statements
5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Basis of Presentation

Background - Knowles Corporation (NYSE:KN) is a leading manufacturer of specialty electronic components. The Company designs parts that perform unique and critical functions for innovative technologies. Through extreme reliability, custom engineering, and scalable manufacturing, the Company enables businesses to succeed in the most demanding applications across medtech, defense, industrial, and electrification markets. Knowles high performance capacitors, radio frequency ("RF") filters, advanced medtech microphones, and balanced armature speakers enhance the performance of customer products. The Company's focus on the customer, combined with unique technology, proprietary manufacturing techniques, and global operational expertise, enable the Company to deliver innovative solutions across multiple applications. References to "Knowles," "the Company," "we," "our," and "us" refer to Knowles Corporation and its consolidated subsidiaries.

Financial Statement Presentation - The accompanying unaudited interim Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“GAAP” or “U.S. GAAP”) for complete financial statements. These unaudited interim Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Management uses historical experience and all available information to make these estimates. The unaudited interim Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of results for these interim periods.

On December 27, 2024, the Company completed the sale of the Consumer MEMS Microphones ("CMM") business to Syntiant Corp. ("Syntiant"). See Note 3. Discontinued Operations for additional information related to this transaction. The results of operations for CMM have been classified as discontinued operations for all periods presented.

Transactions with Syntiant - As partial consideration for the sale of CMM on December 27, 2024, the Company received Series D-2 preferred stock of Syntiant. See Note 3. Discontinued Operations for additional information related to this transaction. The Company accounts for this investment using the cost method, measured at its historical cost, which was the fair value of the consideration received from Syntiant for the sale of CMM, plus any non-cash dividend earned. The balance of this investment was $83.4 million as of both March 31, 2026 and December 31, 2025, and is classified as “Investment in affiliate” on the Consolidated Balance Sheet.

In connection with the sale of CMM, the Company provided financing of $6.4 million to Syntiant, which was utilized to fund Syntiant's requirement to have $40.0 million of cash on its balance sheet at closing. This note is junior to Syntiant's debt financing and matures on March 28, 2029 and bears interest at the prime rate until six months after the closing date of the sale, at which time the interest rate increased to 13.0%. The balance of this note was $5.9 million as of both March 31, 2026 and December 31, 2025 and is classified within "Other assets and deferred charges" on the Consolidated Balance Sheet.

The Company shares in certain separation costs with Syntiant related to the sale of CMM pursuant to a credit for up to $13.5 million. Under the terms of the separation cost credit, the Company is required to reimburse Syntiant 100% for the first $7.0 million of separation costs incurred and 50% for those costs in excess of $7.0 million, up to the maximum established separation cost credit of $13.5 million. The balance of the separation credit was $4.3 million and $4.8 million at March 31, 2026 and December 31, 2025, respectively and is classified within "Other accrued expenses" on the Consolidated Balance Sheet. As the balance of the separation credit is now below the $7.0 million contractual threshold, future costs will be shared equally by the Company and Syntiant.

The Company leases portions of its facilities to Syntiant, for which lease payments of $0.2 million and $1.2 million were applied to the separation credit for the three months ended March 31, 2026 and 2025, respectively. The Company also subleases portions of its manufacturing facilities to Syntiant at cost. The portion of operating lease right-of-use assets subleased by Syntiant totaled $5.2 million as of both March 31, 2026 and December 31, 2025, respectively.

6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company recognized revenue totaling $2.7 million and $4.3 million during the three months ended March 31, 2026 and 2025, respectively, related to transactions with Syntiant. These revenues are reflected in the results of the MedTech & Specialty Audio segment. Receivables, net include $3.1 million and $4.2 million due from Syntiant at March 31, 2026 and December 31, 2025, respectively, related to these sales transactions and amounts related to the sale of CMM.

Share Repurchase Program - On February 24, 2020, the Company announced that its Board of Directors had authorized a share repurchase program of up to $100.0 million of the Company's common stock. On April 28, 2022, the Company announced that its Board of Directors had increased the authorization by up to $150.0 million in additional aggregate value. On February 13, 2025, the Company announced another authorization increase of up to $150.0 million in additional aggregate value, for a total of $400.0 million of aggregate value. The timing and amount of any shares repurchased will be determined by the Company based on its evaluation of market conditions and other factors, and will be made in accordance with applicable securities laws in either the open market or in privately negotiated transactions. The Company is not obligated to purchase any shares under the program, and the program may be suspended or discontinued at any time. Any shares repurchased will be held as treasury stock.

During the three months ended March 31, 2026 and 2025, the Company repurchased 276,309 and 300,768 shares of common stock for a total of $7.5 million and $5.0 million, respectively. At March 31, 2026, the Company had $121.5 million remaining that may yet be repurchased under the share repurchase program.

Non-cash Operating Activities - Operating lease liabilities arising from obtaining right-of-use assets for the three months ended March 31, 2026 and 2025 were $1.1 million and $13.7 million, respectively.

Non-cash Investing Activities - Purchases of property, plant, and equipment included in accounts payable at March 31, 2026 and 2025 were $1.9 million and $1.3 million, respectively.

2. Recent Accounting Standards

In November 2024, the FASB issued ASU 2024-03 to provide additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods. This guidance requires that a public business entity disclose amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption presented on the face of the income statement and a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This standard also requires an entity disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. This standard is effective for the Company for its annual reporting for the year ended December 31, 2027 and for interim reporting for the three months ended March 31, 2028. Early adoption is permitted. This standard may be applied either prospectively to the financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on its financial statements.

In November 2025, the FASB issued ASU 2025-09 to clarify certain aspects of the guidance on hedge accounting, namely (1) expanding the hedged risks permitted to be aggregated in a group of individual forecasted transactions, thereby enabling entities to apply hedge accounting to potentially broader portfolios of forecasted transactions, (2) including an alternative model for the application of hedge accounting to cash flow hedges of interest payments on certain debt instruments, (3) expanding hedge accounting for forecasted purchases and sales of nonfinancial assets to allow a company to hedge a component of a purchase or sale price or a subcomponent (in addition to hedging overall purchase or sale price), provided certain criteria are met, (4) accommodating differences in the loan and swap markets that developed after the cessation of the London Interbank Offered Rate ("LIBOR"), and (5) eliminating the recognition and presentation mismatch related to a dual hedge strategy (that is, a hedge for which a foreign-currency denominated debt instrument is both designated as the hedging instrument in a net investment hedge and designated as the hedged item in a fair value hedge of interest rate risk). This standard requires adoption on a prospective basis and is effective for the Company for both interim and annual reporting for the year ended December 31, 2027. The Company does not expect the adoption of this standard to have a significant impact upon the financial statements.

7


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In December 2025, the FASB issued ASU 2025-10 to provide specific authoritative guidance about the recognition, measurement, and presentation of a grant received by a business entity from a government. The amendments in this guidance require that a government grant received by a business entity should not be recognized until (1) it is probable that a business entity will comply with the conditions attached to the grant and the grant will be received and (2) a business entity meets the recognition guidance for a grant related to an asset or a grant related to income. Adoption of this standard is required using either a modified prospective, modified retrospective, or a retrospective approach. This standard is effective for the Company for both interim and annual reporting for the year ended December 31, 2029. The Company does not expect the adoption of this standard to have a significant impact upon the financial statements.

3. Discontinued Operations

On December 27, 2024, the Company completed the sale of CMM to Syntiant. The total consideration for this transaction was approximately $141.9 million, consisting of $63.6 million in cash ($58.0 million net of cash sold), Syntiant Series D-2 preferred stock with a fair value of $77.2 million, and $1.1 million for estimated purchase price adjustments. The purchase price adjustment is still being finalized and is subject to change. The Company shares in certain separation costs pursuant to a credit for up to $13.5 million, which the buyer may apply to specified separation costs post-closing. The Company recorded net adjustments of $1.6 million to the loss on disposal of CMM during the three months ended March 31, 2025 related to working capital adjustments and costs associated with this transaction.

During the three months ended March 31, 2026, the Company recorded expense of $1.6 million to update its estimates regarding certain tax liabilities related to CMM's historical operations.

The disposition of CMM meets the criteria described in ASC 205-20, Presentation of Financial Statements – Discontinued Operations. In accordance with this guidance, the Company has reclassified the results of operations of CMM to discontinued operations for all periods presented as this disposal represents a strategic shift that has a major effect on the Company’s results of operations.

Results of the Company’s discontinued operations were as follows:
 Three Months Ended March 31,
(in millions)20262025
Research and development expenses— 0.4 
Selling and administrative expenses— 0.4 
Operating expenses— 0.8 
Operating loss— (0.8)
Loss on disposal of business— 1.6 
Loss from discontinued operations before taxes— (2.4)
Provision for (benefit from) income taxes1.6 (0.8)
Loss from discontinued operations, net$(1.6)$(1.6)

There was no depreciation, amortization of intangible assets, or capital expenditures related to discontinued operations during the three months ended March 31, 2026 or 2025.

4. Inventories

The following table details the major components of inventories:
(in millions)March 31, 2026December 31, 2025
Raw materials$109.9 $103.4 
Work in progress34.8 27.1 
Finished goods41.1 40.5 
Subtotal185.8 171.0 
Less reserves(49.6)(46.4)
Total$136.2 $124.6 
8


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

5. Property, Plant, and Equipment, net

The following table details the major components of property, plant, and equipment, net:
(in millions)March 31, 2026December 31, 2025
Land$14.0 $14.1 
Buildings and improvements100.6 99.1 
Machinery, equipment, and other301.0 294.4 
Subtotal415.6 407.6 
Less accumulated depreciation(270.9)(267.4)
Total$144.7 $140.2 

Depreciation expense totaled $5.2 million and $5.0 million for the three months ended March 31, 2026 and 2025, respectively.

6. Goodwill and Other Intangible Assets

There were no changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2026.

Other Intangible Assets

The gross carrying value and accumulated amortization for each major class of intangible assets are as follows:
March 31, 2026December 31, 2025
(in millions)Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
Amortized intangible assets:
Trademarks$15.2 $3.0 $15.2 $2.8 
Customer relationships118.4 42.6 118.4 39.5 
Developed technology26.3 9.5 26.3 8.8 
Other0.8 0.5 0.8 0.5 
Total160.7 55.6 160.7 51.6 
Unamortized intangible assets:
Trademarks32.0 32.0 
Total intangible assets, net$137.1 $141.1 

Amortization expense totaled $4.0 million for both the three months ended March 31, 2026 and 2025.

Amortization expense for the next five years, based on current definite-lived intangible balances, is estimated to be as follows:
(in millions)
Q2-Q4 2026$12.0 
202715.9 
202815.2 
202912.8 
203011.7 
2031 and thereafter37.5 
Total$105.1 

9


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
7. Other Accrued Expenses and Other Liabilities

The following table details the major components of other accrued expenses:

(in millions)March 31, 2026December 31, 2025
Accrued taxes other than income taxes$4.7 $5.0 
Accrued separation costs (1)
4.3 4.8 
Sales volume rebates2.3 3.3 
Accrued insurance2.3 2.1 
Accrued commissions (non-employee)2.2 2.1 
Deferred revenue1.3 1.2 
Current hedging liability1.2 1.5 
Restructuring and exit costs1.0 6.0 
Warranty0.4 0.5 
Current finance lease liabilities0.3 0.4 
Other1.5 1.3 
Total$21.5 $28.2 
(1) In connection with the sale of CMM on December 27, 2024, the Company shares in certain separation costs with the buyer pursuant to a credit of up to $13.5 million that the buyer may apply to specified separation costs post-closing. See Note 1. Basis of Presentation.

The following table details the major components of other liabilities:
(in millions)March 31, 2026December 31, 2025
Deferred revenue$19.8 $19.8 
Deferred compensation12.4 14.9 
Unrecognized tax benefits2.6 3.1 
Long-term finance lease liabilities0.2 0.3 
Other0.1 0.1
Total$35.1 $38.2 

8. Restructuring and Related Activities

Restructuring and related activities are designed to better align the Company's operations with current market conditions through targeted facility consolidations, headcount reductions, and other measures to further optimize operations.

The Company recorded restructuring charges of $0.2 million during the three months ended March 31, 2026, primarily related to headcount reductions within the PD segment. The Company recorded charges of $0.1 million within Gross profit and $0.1 million within Operating expenses for the three months ended March 31, 2026.

The Company recorded restructuring charges of $2.9 million during the three months ended March 31, 2025, related to headcount reductions across the Company to rightsize operating expenses subsequent to the sale of CMM. The Company recorded charges of $0.5 million within Gross profit and $2.4 million within Operating expenses for three months ended March 31, 2025.

10


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table details restructuring charges incurred by reportable segment for the periods presented:
 Three Months Ended March 31,
(in millions)20262025
Precision Devices$0.4 $1.4 
MedTech & Specialty Audio— 0.3 
Corporate(0.2)1.2 
Total$0.2 $2.9 

The following table details the Company’s severance and other restructuring accrual activity:
(in millions)Severance Pay and BenefitsContract Termination and Other CostsTotal
Balance at December 31, 2025$1.2 $4.8 $6.0 
Restructuring charges0.4 (0.2)0.2 
Payments(0.6)(4.6)(5.2)
Balance at March 31, 2026$1.0 $— $1.0 
All severance and restructuring accruals are reflected within "Other accrued expenses" on the Consolidated Balance Sheet at both March 31, 2026 and December 31, 2025.

9. Borrowings

Borrowings consist of the following:
(in millions)March 31, 2026December 31, 2025
$400.0 million Revolving Credit Facility$131.0 $114.0 
Less current maturities (1)
— — 
Total long-term debt$131.0 $114.0 
(1) There are no required principal payments due until maturity in February 2028.

Total debt principal payments over the next five years are as follows:
(in millions)
Q2-Q4 2026$— 
2027— 
2028131.0 
2029— 
2030— 

Revolving Credit Facility

On February 8, 2023, the Company entered into an Amended and Restated Credit Agreement (the "A&R Credit Agreement") that amends and restates the prior Credit Agreement, dated September 4, 2020, and provides for a senior secured revolving credit facility with borrowings in an aggregate principal amount at any time outstanding not to exceed $400.0 million (the "Credit Facility"). The A&R Credit Agreement, among other things, extends the maturity date of the Credit Facility from January 2, 2024 to February 8, 2028, replaces the London Inter-Bank Offered Rate (“LIBOR”) with the Term Secured Overnight Financing Rate (“Term SOFR”) as a reference rate available for borrowings, amends the minimum Interest Coverage Ratio, and amends certain other financial covenants with which the Company must comply, as described below.

11


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
On September 25, 2023, the Company amended its A&R Credit Agreement to, among other things, (a) permit the Company in connection with the acquisition of Cornell Dubilier ("CD"), to incur senior priority seller financing indebtedness (the “Seller Note”) in an aggregate principal amount of $122.9 million secured by certain assets (including equity interests) acquired in connection with such acquisition and the capital stock of Cornell Dubilier, LLC (the “Acquisition Assets”), which matured two years after the effective date of such Seller Note (the “Seller Note Maturity Date”) and (b) extend the requirement to pledge the Acquisition Assets that would otherwise constitute collateral under the Credit Agreement to the date that is 90 days after the Seller Note Maturity Date. All other terms remain the same as the A&R Credit Agreement dated February 8, 2023.

Up to $100.0 million of the Credit Facility will be available in Euro, Pounds Sterling, and other currencies requested by the Company and up to $50.0 million of the Credit Facility will be made available in the form of letters of credit. Undrawn amounts under the Credit Facility accrue a commitment fee at a per annum rate of 0.225% to 0.350%, based on a leverage ratio grid.

At any time during the term of the Credit Facility, the Company may request to increase the commitments under the Credit Facility or to establish one or more incremental term loan facilities under the Credit Facility in an aggregate principal amount not to exceed the sum of $200.0 million, plus additional amounts, so long as the senior secured leverage ratio does not exceed 2.00 to 1.00.

The A&R Credit Agreement includes requirements, to be tested quarterly, that the Company maintains (i) a minimum ratio of Consolidated EBITDA to consolidated cash interest expense of 3.00 to 1.00, (the "Interest Coverage Ratio"), (ii) a ratio of total indebtedness, minus netted cash in an aggregate amount not to exceed $50.0 million, to Consolidated EBITDA of 3.75 to 1.00 (the "Total Net Leverage Ratio"), and (iii) a maximum ratio of senior net secured indebtedness to Consolidated EBITDA of 3.25 to 1.00 (the "Senior Secured Net Leverage Ratio"). For these ratios, Consolidated EBITDA and consolidated interest expense are calculated using the most recent four consecutive fiscal quarters in a manner defined in the A&R Credit Agreement. At March 31, 2026, the Company was in compliance with these covenants and it expects to remain in compliance with all of its debt covenants over the next twelve months.

The interest rates under the A&R Credit Facility will be, at the Borrowers' option (1) (A) in the case of borrowings denominated in U.S. dollars Term SOFR, (B) in the case of borrowings denominated in Sterling, Daily Simple Sonia, or (C) for borrowings denominated in Euro, EURIBOR, in each case, plus the rates per annum determined from time to time based on the total net leverage ratio of the Company as of the end of and for the most recent period of four fiscal quarters for which financial statements have been delivered (the "Applicable Margin"); or (2) in the case of borrowings denominated in U.S. dollars, alternate base rate ("ABR") (as defined in the A&R Credit Agreement) plus the Applicable Margin. The Applicable Margin for Term SOFR, Daily Simple Sonia, or EURIBOR could range from 1.50% to 2.50% while the Applicable Margin for ABR could range from 0.50% to 1.50%.

The weighted-average interest rate on the Company's borrowings under the Credit Facility was 5.45% and 6.18% for the three months ended March 31, 2026 and 2025, respectively. The weighted-average commitment fee on the revolving line of credit was 0.24% and 0.25% for the three months ended March 31, 2026 and 2025, respectively.

Seller Note

In connection with the acquisition of Cornell Dubilier on November 1, 2023, the Company obtained an interest-free Seller Note with aggregate principal payments of $122.9 million. The Company recorded the Seller Note on the acquisition date at its present value of $109.9 million by discounting the future principal payments using an imputed rate of interest of approximately 7.1% in accordance with accounting guidance in ASC 835, Interest. The Company has made a successful indemnity claim against the Seller Note of $0.2 million. The Company repaid $50.0 million of the Seller Note on November 1, 2024 and the remaining $72.7 million on October 31, 2025. The Company recognized imputed interest expense on the Seller Note of approximately $1.2 million for the three months ended March 31, 2025.

12


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
10. Other Comprehensive Earnings

The amounts recognized in other comprehensive earnings were as follows:
Three Months Ended
 March 31, 2026March 31, 2025
(in millions)Pre-taxTaxNet of taxPre-taxTaxNet of tax
Foreign currency translation$2.3 $— $2.3 $0.9 $— $0.9 
Employee benefit plans0.1 — 0.1 (0.1)0.1 — 
Changes in fair value of cash flow hedges0.6 — 0.6 1.8 — 1.8 
Total other comprehensive earnings$3.0 $— $3.0 $2.6 $0.1 $2.7 

The following tables summarize the changes in balances of each component of accumulated other comprehensive earnings (loss), net of tax during the three months ended March 31, 2026 and 2025:
(in millions)Cash flow hedgesEmployee benefit plansCumulative foreign currency translation adjustmentsTotal
Balance at December 31, 2025$(0.4)$(15.9)$(108.4)$(124.7)
Other comprehensive earnings, net of tax0.6 0.1 2.3 3.0 
Balance at March 31, 2026$0.2 $(15.8)$(106.1)$(121.7)
(in millions)Cash flow hedgesEmployee benefit plansCumulative foreign currency translation adjustmentsTotal
Balance at December 31, 2024$(2.1)$(16.9)$(119.1)$(138.1)
Other comprehensive earnings, net of tax1.8— 0.9 2.7 
Balance at March 31, 2025$(0.3)$(16.9)$(118.2)$(135.4)

The following tables summarize the amounts reclassified from accumulated other comprehensive loss to earnings:
Three Months Ended March 31,
(in millions)Statement of Earnings Line20262025
Pension and post-retirement benefit plans:
Amortization or settlement of actuarial losses and prior service costsOther expense, net$0.1 $(0.1)
Tax(Benefit from) provision for income taxes— 0.1 
Net of tax$0.1 $— 
Cash flow hedges:
Net gains reclassified into earningsCost of goods sold$0.4 $1.0 
Tax(Benefit from) provision for income taxes(0.1)(0.2)
Net of tax$0.3 $0.8 

13


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
11. Income Taxes

Income taxes for the interim periods presented have been included in the accompanying Consolidated Financial Statements on the basis of an estimated annual effective tax rate ("ETR"). The determination of the consolidated provision for income taxes requires management to make certain judgments and estimates. Changes in the estimated level of annual pre-tax earnings or loss, tax laws, and changes resulting from tax audits can affect the overall ETR, which impacts the level of income tax expense or benefit and net income or loss. Judgments and estimates related to the Company’s projections and assumptions are inherently uncertain and therefore, actual results could differ materially from projections.

The Company's ETR from continuing operations for the three months ended March 31, 2026 was (2.7)% (inclusive of discrete items totaling $3.8 million of tax benefit). The discrete items impacting the tax benefit for the three months ended March 31, 2026 were primarily attributable to stock-based compensation. Absent the discrete items, the ETR from continuing operations for the three months ended March 31, 2026 was 31.8%. The Company's ETR from continuing operations for the three months ended March 31, 2025 was 150.0% (inclusive of discrete items totaling $0.5 million of tax benefit). The discrete items impacting the tax provision for the three months ended March 31, 2025 were primarily attributable to stock-based compensation. Absent the discrete items, the ETR from continuing operations for the three months ended March 31, 2025 was 212.5%.

The Company accrues taxes in various countries where it generates income and applies a valuation allowance in other jurisdictions, which resulted in the benefit and provision for the three months ended March 31, 2026 and 2025, respectively.

12. Equity Incentive Program

The following table summarizes the stock-based compensation expense recognized by the Company for the periods presented:
 Three Months Ended March 31,
(in millions)20262025
Total pre-tax stock-based compensation expense$10.4 $10.2 
Tax benefit6.9 3.1 
Total stock-based compensation expense, net of tax$3.5 $7.1 

Stock Options

No stock options were granted during the three months ended March 31, 2026 and 2025.

The following table summarizes the Company's stock option activity for the three months ended March 31, 2026:
 Number of SharesWeighted-Average Exercise PriceAggregate Intrinsic Value (in millions)Weighted-Average Remaining Contractual Term (Years)
Outstanding at December 31, 2025
413,659 $18.20 
Exercised (1)
(186,317)19.36 
Expired(1)16.07 
Outstanding at March 31, 2026
227,341 $17.25 $1.9 1.0
Exercisable at March 31, 2026
227,341 $17.25 $1.9 1.0
(1) The number of stock options exercised includes shares that the Company withheld on behalf of employees to satisfy the option exercise price (in the instances of net exercises) as well as statutory tax withholding requirements.

There was no unrecognized compensation expense related to stock options at March 31, 2026.

14


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Restricted Stock Units

The following table summarizes the Company's restricted stock unit ("RSU") activity for the three months ended March 31, 2026:
 Share unitsWeighted-average grant date fair value
Unvested at December 31, 2025
1,911,526 $17.76 
Granted640,383 27.14 
Vested (1)
(798,192)17.94 
Forfeited(10,250)21.14 
Unvested at March 31, 2026
1,743,467 $21.11 
(1) The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements.

At March 31, 2026, $26.5 million of unrecognized compensation expense related to its RSUs is expected to be recognized over a weighted-average period of 1.9 years.

Performance Share Units

Awards with market conditions

The Company grants performance share units (“PSUs”) to senior management for which the number of PSUs that may be earned and vest is based on total shareholder return (“TSR”) relative to the component companies of the Russell 2000 Index over a three-year performance period. These awards will cliff vest three years following the grant date. PSUs will be settled in shares of the Company's common stock. Depending on the Company's overall performance relative to the applicable measures, the size of the PSU awards are subject to adjustment, up or down, resulting in awards at the end of the performance period that can range from 0% to 225% of target. The Company ratably recognizes the expense over the applicable service period for each PSU grant. During the three months ended March 31, 2026 and 2025, respectively, the Company granted 259,580 and 365,051 of PSUs with market conditions.

The fair value of PSUs with market conditions was determined by using a Monte Carlo simulation with the following assumptions:
Three Months Ended March 31,
 20262025
Risk-free interest rate3.44 %4.28 %
Dividend yieldn/an/a
Expected life (years)33
Volatility32.90 %33.43 %
Knowles share price on grant date$27.14 $18.34 
Fair value per share on grant date$44.00 $25.50 

Awards with performance conditions

The Company also grants PSUs to certain employees for which the number of PSUs that may be earned and vest is based on achievement of internal company targets. The fair value of each PSU with a performance condition is equal to the share price on the date of grant. The Company ratably recognizes the expense for these awards over the applicable service period and adjusts the expense for the expected achievement of performance conditions as necessary.

15


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
During the three months ended March 31, 2026, the Company granted 26,713 PSUs with performance conditions that had a grant date fair value of $0.7 million. During the three months ended March 31, 2025, the Company granted 89,967 of PSUs with performance conditions that had a grant date fair value of $1.7 million. The 2025 grant included a special PSU award for the Chief Executive Officer of 81,788 target PSUs with a grant date fair value of $1.5 million. This award is eligible to vest based on the achievement of a minimum non-GAAP diluted earnings per share amount and specified revenue goals over a potential five-year performance period. If the goals are not met during the initial three-year performance period, it may be extended an additional two years at a reduced payout level. Achievement of this award could range from 0% to 400% of the target number of PSUs.

The following table summarizes the Company's PSU activity for the three months ended March 31, 2026:
 
Share units (1)
Weighted-average grant date fair value
Unvested at December 31, 2025
1,076,268 $25.36 
Granted286,293 42.43 
Vested (2)
(256,415)29.75 
Unvested at March 31, 2026
1,106,146 $28.76 
(1) The number of PSUs shown reflects 100% of the target award; actual payouts may differ based on performance.
(2) The number of PSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements.

At March 31, 2026, $16.7 million of unrecognized compensation expense related to PSUs is expected to be recognized over a weighted-average period of 1.7 years.

13. Earnings per Share

Basic and diluted earnings per share were computed as follows:
 Three Months Ended March 31,
(in millions, except per share amounts)20262025
Earnings (loss) from continuing operations$11.3 $(0.4)
Loss from discontinued operations, net(1.6)(1.6)
Net earnings (loss)$9.7 $(2.0)
Basic earnings (loss) per common share:
Earnings from continuing operations$0.13 $— 
Loss from discontinued operations, net(0.02)(0.02)
Net earnings (loss)$0.11 $(0.02)
Weighted-average shares outstanding85.4 87.8 
Diluted earnings (loss) per common share:
Earnings from continuing operations$0.13 $— 
Loss from discontinued operations, net(0.02)(0.02)
Net earnings (loss)$0.11 $(0.02)
Weighted-average shares outstanding (1)
87.7 87.8 
(1) In accordance with ASC 260, Earnings Per Share, the control number for determining whether including potential common shares in the diluted EPS computation would be antidilutive is earnings from continuing operations.

16


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
For the three months ended March 31, 2026 and 2025, the weighted-average number of antidilutive potential common shares for stock-based awards excluded from the diluted earnings per share calculation above was 0.5 million and 1.9 million, respectively.

14. Commitments and Contingent Liabilities

From time to time, the Company is involved in various legal proceedings and claims arising in the ordinary course of its business. The majority of these claims and proceedings relate to commercial, warranty, employment, and intellectual property matters. Although the ultimate outcome of any legal proceeding or claim cannot be predicted with certainty, based on present information, including management’s assessment of the merits of the particular claim, the Company believes that the disposition of these legal proceedings or claims, individually or in the aggregate, after taking into account recorded accruals and the availability and limits of insurance coverage, will not have a material adverse effect on its cash flow, results of operations, or financial condition.

The Company owns many patents and other intellectual property pertaining to its products, technology, and manufacturing processes. Some of the Company's patents have been and may continue to be infringed upon or challenged by others. In appropriate cases, the Company has taken and will take steps to protect and defend its patents and other intellectual property, including through the use of legal proceedings in various jurisdictions around the world. Such steps have resulted in and may continue to result in retaliatory legal proceedings, including litigation or other legal proceedings in various jurisdictions and forums around the world alleging infringement by the Company of patents owned by others. The costs of investigations and legal proceedings relating to the enforcement and defense of the Company’s intellectual property may be substantial. Additionally, in multi-forum disputes, the Company may incur adverse judgments with regard to certain claims in certain jurisdictions and forums while still contesting other related claims against the same opposing party in other jurisdictions and forums.

Intellectual Property Infringement Claims

The Company may, on a limited basis, provide contractual indemnities for certain losses that arise out of claims that its products infringe on the intellectual property of others. It is not possible to determine the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Historically, the Company has not made significant payments under such indemnity arrangements. The Company’s legal accruals associated with these indemnity arrangements were not significant at March 31, 2026 and December 31, 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
15. Segment Information

The Company's two reportable segments are Precision Devices and MedTech & Specialty Audio. Information regarding the Company’s reportable segments is as follows:
Three Months Ended March 31, 2026
(in millions)Precision DevicesMedTech & Specialty AudioTotal
Revenues$85.1 $68.0 $153.1 
Adjusted cost of goods sold51.7 31.6 83.3 
Adjusted research and development expenses4.6 5.0 9.6 
Adjusted selling and administrative expenses13.7 3.7 17.4 
Segment adjusted earnings before interest and income taxes$15.1 $27.7 $42.8 
Less:
Corporate expenses12.7 
Stock-based compensation expense10.4 
Intangibles amortization expense4.0 
Interest expense, net1.5 
Restructuring charges0.2 
Production transfer costs0.9 
Other (1)
2.6 
Plus:
Transition services credit0.5 
Earnings before income taxes and discontinued operations$11.0 
(1)    Other expenses include certain foreign currency exchange rate adjustments.
Three Months Ended March 31, 2025
(in millions)Precision DevicesMedTech & Specialty AudioTotal
Revenues$72.5 $59.7 $132.2 
Adjusted cost of goods sold46.6 30.6 77.2 
Adjusted research and development expenses3.9 4.5 8.4 
Adjusted selling and administrative expenses11.3 3.4 14.7 
Other segment items (1)
— (0.1)(0.1)
Segment adjusted earnings before interest and income taxes$10.7 $21.3 $32.0 
Less:
Corporate expenses10.3 
Stock-based compensation expense10.2 
Intangibles amortization expense4.0 
Restructuring charges2.9 
Interest expense, net2.7 
Production transfer costs0.2 
Acquisition-related costs0.5 
Other (2)
1.1 
Plus:
Transition services credit0.7 
Earnings before income taxes and discontinued operations$0.8 
(1)     Other segment items primarily include foreign currency exchange gains and losses and other non-operating income and expense.
(2)    Other expenses include certain foreign currency exchange rate adjustments and non-recurring professional service fees related to the execution of various reorganization projects.

18


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Information regarding assets of the Company's reportable segments is as follows:
Total Assets
(in millions)March 31, 2026December 31, 2025
Precision Devices$569.7 $554.7 
MedTech & Specialty Audio388.5 399.7 
Corporate (1)
95.7 96.7 
Total$1,053.9 $1,051.1 
(1) Corporate assets at both March 31, 2026 and December 31, 2025 include $83.4 million of Syntiant preferred stock received in partial consideration for the sale of CMM on December 27, 2024 and a note receivable from Syntiant totaling $5.9 million. Corporate assets also include the portion of right-of-use operating lease assets subleased by Syntiant, which totaled $5.2 million at both March 31, 2026 and December 31, 2025.

The following table details revenues by geographic location. Revenues are attributed to regions based on the location of the Company's direct customer, which in some instances is an intermediary and not necessarily the end user. The Company's businesses are based primarily in North America, Asia, and Europe.
 Three Months Ended March 31,
(in millions)20262025
United States$65.0 $55.3 
Asia57.9 48.0 
Europe24.4 24.2 
Other Americas3.7 2.4 
Other2.1 2.3 
Total$153.1 $132.2 

Receivables, net from contracts with customers were $95.1 million and $91.7 million as of March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026 and December 31, 2025, our total remaining performance obligations were immaterial.
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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to our operations, results of operations, our continued business operations, and other matters that are based on our current expectations, estimates, assumptions, and projections. Words such as “believe,” “expect,” “anticipate,” “project,” “estimate,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “objective,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made. The statements in this Quarterly Report on Form 10-Q are based on currently available information and the current expectations, forecasts, and assumptions of our management concerning risks and uncertainties that could cause actual outcomes or results to differ materially from those outcomes or results that are projected, anticipated, or implied in these statements. Other risks and uncertainties include, but are not limited to:
ofluctuations in our stock's market price;
ofluctuations in operating results and cash flows;
oour ability to prevent or identify quality issues in our products or to promptly remedy any such issues that are identified;
orisks associated with increasing our inventories in advance of anticipated orders by customers;
oescalating international trade tensions, new or increased tariffs and trade wars among countries;
othe impact of changes to laws and regulations that affect the Company’s ability to offer products or services to customers in different regions;
oour ability to achieve reductions in our operating expenses;
othe ability to qualify our products and facilities with customers;
oour ability to obtain, enforce, defend, or monetize our intellectual property rights;
odisruption caused by a cybersecurity incident, including a cyber attack, cyber breach, theft, or other unauthorized access (the risk of which could be exacerbated by geopolitical tensions, including the conflict in Iran);
oincreases in the costs of critical raw materials and components;
oavailability of raw materials and components;
omanaging new product ramps and introductions for our customers;
oour dependence on a limited number of large customers;
oour ability to maintain and expand our existing relationships with leading OEMs in order to maintain and increase our revenue;
oincreasing competition and new entrants in the market for our products;
oour ability to develop new or enhanced products or technologies in a timely manner that achieve market acceptance;
oglobal economic instability, including due to inflation, rising interest rates, or the impacts of geopolitical uncertainties (including the impact of the conflict with Iran, which has disrupted maritime traffic through the Strait of Hormuz, contributing to sharp increases in energy prices);
ofinancial risks, including risks relating to currency fluctuations, credit risks, and fluctuations in the market value of the Company;
oa sustained decline in our stock price and market capitalization may result in the impairment of certain intangible or long-lived assets;
omarket risk associated with fluctuations in commodity prices, particularly for various precious metals used in our manufacturing operation,
ochanges in tax laws, changes in tax rates, and exposure to additional tax liabilities.

A more complete description of these risks, uncertainties, and other factors can be found under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. We do not undertake to update or revise our forward-looking statements as a result of new information, future events, or otherwise, except as required by law.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a leading manufacturer of specialty electronic components. We design parts that perform unique and critical functions for innovative technologies. Through extreme reliability, custom engineering, and scalable manufacturing, we enable businesses to succeed in the most demanding applications across medtech, defense, industrial, and electrification markets. Our high performance capacitors, radio frequency ("RF") filters, advanced medtech microphones, and balanced armature speakers enable and enhance the performance of technologies with the power to change, improve, and save lives. Our focus on the customer, combined with unique technology, proprietary manufacturing techniques, and global operational expertise, enables us to deliver customized solutions across multiple applications. References to "Knowles," the "Company," "we," "our," or "us" refer to Knowles Corporation and its consolidated subsidiaries, unless the context otherwise requires.

We sell our products directly to original equipment manufacturers ("OEMs") and to their contract manufacturers and suppliers and through distributors worldwide.

Recent Developments

In 2025, the United States government implemented a series of trade tariffs on goods imported into the U.S. from various other countries. On February 20, 2026, a Supreme Court ruling invalidated certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA"). Following that decision, the U.S. Court of International Trade directed Customs and Border Protection to develop a process to administer potential refunds. Knowles has historically paid IEEPA duties, and we are currently pursuing the opportunity for potential tariff refunds. However, the amount and timing of any potential recovery is uncertain. Further, following the Supreme Court's ruling invalidating IEEPA tariffs, the administration implemented a new temporary 10% global tariff under Section 122 of the Trade Act of 1974, and indicated a desire to extend tariffs under other statutes. The scope and durability of the administration's efforts to preserve a broader tariff regime remain uncertain.

Non-GAAP Financial Measures

In addition to the GAAP financial measures included in this item, we have presented certain non-GAAP financial measures. We use non-GAAP measures as supplements to our GAAP results of operations in evaluating certain aspects of our business, and our executive management team and Board of Directors focus on non-GAAP items as key measures of our performance for business planning purposes. These measures assist us in comparing our performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in our opinion, do not reflect our core operating performance. We believe that our presentation of non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that we use internally for purposes of assessing our core operating performance. The Company does not consider these non-GAAP financial measures to be a substitute for the information provided by GAAP financial results. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the reconciliation included herein.

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Results of Operations for the Three Months Ended March 31, 2026 compared with the Three Months Ended March 31, 2025
 Three Months Ended March 31,
(in millions, except per share amounts)20262025
Revenues$153.1 $132.2 
Gross profit$67.1 $53.3 
Non-GAAP gross profit$69.7 $55.0 
Earnings from continuing operations before interest and income taxes$12.5 $3.5 
Adjusted earnings from continuing operations before interest and income taxes$30.1 $21.7 
(Benefit from) provision for income taxes$(0.3)$1.2 
Non-GAAP provision for income taxes$4.8 $2.8 
Net earnings (loss) from continuing operations$11.3 $(0.4)
Non-GAAP net earnings from continuing operations$23.8 $16.2 
Earnings per share from continuing operations - diluted$0.13 $— 
Non-GAAP diluted earnings per share$0.27 $0.18 

Revenues

Revenues for the first quarter of 2026 were $153.1 million, compared with $132.2 million for the first quarter of 2025, an increase of $20.9 million or 15.8%. PD revenues increased $12.6 million due to higher demand in the industrial, defense, electrification, and medtech markets, as well as higher average pricing. MSA revenues increased $8.3 million, primarily due to higher shipping volumes into the hearing health market.

Cost of Goods Sold

Cost of goods sold ("COGS") for the first quarter of 2026 was $85.9 million, compared with $78.4 million for the first quarter of 2025, an increase of $7.5 million or 9.6%. This increase was primarily due to higher shipping volumes, higher factory costs in our MSA business, higher costs in our CD business specialty film line as we ramp up production capacity to support our growth in the electrification market, and increased production transfer costs in our ceramic capacitor business, partially offset by company-wide product cost reductions, favorable product mix in our MSA business, and increased factory capacity utilization.

Restructuring Charges

During the first quarter of 2026, we recorded restructuring charges of $0.1 million within Gross profit and $0.1 million within Operating expenses related primarily to headcount reductions within our PD segment.

During the first quarter of 2025, we recorded restructuring charges of $0.5 million within Gross profit and $2.4 million within Operating expenses related to headcount reductions across the Company to rightsize operating expenses subsequent to the sale of CMM. For additional information, refer to Note 8. Restructuring and Related Activities to our Consolidated Financial Statements.

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Gross Profit and Non-GAAP Gross Profit

Gross profit for the first quarter of 2026 was $67.1 million, compared with $53.3 million for the first quarter of 2025, an increase of $13.8 million or 25.9%. Gross profit margin (gross profit as a percentage of revenues) for the first quarter of 2026 was 43.8%, compared with 40.3% for the first quarter of 2025. The increases in gross profit and gross profit margin were primarily due to higher shipping volumes, company-wide product cost reductions, favorable product mix in our MSA business, and increased factory capacity utilization, partially offset by higher factory costs in our MSA business, higher costs in our CD business specialty film line as we ramp production capacity to support our growth in the electrification market, and increased production transfer costs in our ceramic capacitor business.

Non-GAAP gross profit for the first quarter of 2026 was $69.7 million, compared with $55.0 million for the first quarter of 2025, an increase of $14.7 million or 26.7%. Non-GAAP gross profit margin (non-GAAP gross profit as a percentage of revenues) for the first quarter of 2026 was 45.5% compared with 41.6% for the first quarter of 2025. The increases in non-GAAP gross profit and non-GAAP gross profit margin were primarily due to higher shipping volumes, company-wide product cost reductions, favorable product mix in our MSA business, and increased factory capacity utilization, partially offset by higher factory costs in our MSA business and higher costs in our CD business specialty film line as we ramp production capacity to support our growth in the electrification market.

Research and Development Expenses

Research and development expenses for the first quarter of 2026 were $11.7 million, compared with $9.7 million for the first quarter of 2025, an increase of $2.0 million or 20.6%. Research and development expenses as a percentage of revenues for the first quarter of 2026 and 2025 were 7.6% and 7.3%, respectively. The increase in expenses was primarily driven by increased development activities related to new products and applications.

Selling and Administrative Expenses

Selling and administrative expenses for the first quarter of 2026 were $39.4 million, compared with $37.2 million for the first quarter of 2025, an increase of $2.2 million or 5.9%. Selling and administrative expenses as a percentage of revenues for the first quarter of 2026 and 2025 were 25.7% and 28.1%, respectively. The increase in expenses was primarily driven by higher commissions and additional headcount within the PD segment to support future growth. The decrease in expenses as a percentage of revenues was driven by higher revenues.

Interest Expense, net

Interest expense for the first quarter of 2026 was $1.5 million, compared with $2.7 million for the first quarter of 2025, a decrease of $1.2 million. The decrease is primarily due to no imputed interest expense in 2026 on our Seller Note from the CD acquisition, which was paid in full in 2025. For additional information on borrowings and interest expense, refer to Note 9. Borrowings to our Consolidated Financial Statements.

Other Expense, net

Other expense for the first quarter of 2026 was $3.4 million, compared with expense of $0.5 million for the first quarter of 2025, a change of $2.9 million. Expense in 2026 is primarily due to unfavorable foreign currency exchange rate changes. Expense in 2025 primarily represents unrealized losses in our investment balances.

Provision for Income Taxes and Non-GAAP Provision for Income Taxes

Effective tax rate ("ETR") for the first quarter of 2026 and 2025 was (2.7)% and 150.0%, respectively. The ETR for the first quarter of 2026 and 2025 includes discrete items totaling $3.8 million and $0.5 million of tax benefit, respectively. The discrete items impacting the tax benefit and provision for 2026 and 2025 are primarily attributable to stock-based compensation. Absent the discrete items, the ETR for the first quarter of 2026 and 2025 was 31.8% and 212.5%, respectively. The Company accrues taxes in various countries where it generates income and applies a valuation allowance in other jurisdictions, which resulted in the benefit and provision for the first quarter of 2026 and 2025, respectively. The change in the ETR was due to the mix of earnings and losses by taxing jurisdictions and net discrete items.

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The non-GAAP ETR for the first quarter of 2026 and 2025 was 16.8% and 14.7%, respectively. The non-GAAP ETR includes no discrete impact for the first quarter of 2026 or 2025. The change in the non-GAAP ETR was primarily due to decreased utilization of foreign tax credits and the increase in income compared to the prior year.

Earnings (Loss) from Continuing Operations

Earnings from continuing operations for the first quarter of 2026 was $11.3 million, compared with a loss of $0.4 million for the first quarter of 2025, an improvement of $11.7 million. As described above, the improvement is primarily due to higher gross profit, a tax benefit in 2026 compared to tax expense in 2025, and lower interest expense, partially offset by higher other expense and operating expenses.

Earnings and Adjusted Earnings from Continuing Operations Before Interest and Income Taxes

Earnings from continuing operations before interest and income taxes ("EBIT") for the first quarter of 2026 was $12.5 million, compared with $3.5 million for the first quarter of 2025, an increase of $9.0 million. EBIT margin (EBIT as a percentage of revenues) for the first quarter of 2026 was 8.2%, compared with 2.6% for the first quarter of 2025. The increases in EBIT and EBIT margin were primarily due to higher gross profit, partially offset by higher other expense and operating expenses.

Adjusted earnings before interest and income taxes ("Adjusted EBIT") from continuing operations for the first quarter of 2026 was $30.1 million, compared with $21.7 million for the first quarter of 2025, an increase of $8.4 million. Adjusted EBIT margin (Adjusted EBIT from continuing operations as a percentage of revenues) for the first quarter of 2026 was 19.7%, compared with 16.4% for the first quarter of 2025. The increases in Adjusted EBIT and Adjusted EBIT margin were primarily due to higher non-GAAP gross profit, partially offset by higher non-GAAP operating expenses and other expense.

Loss from Discontinued Operations, net

We recorded a loss of $1.6 million for both the first quarter of 2026 and the first quarter of 2025. The loss from discontinued operations for the first quarter of 2026 was driven by updates to estimates regarding certain tax liabilities related to CMM's historical operations. The loss from discontinued operations for the first quarter of 2025 was primarily driven by unfavorable working capital adjustments for the disposal of CMM. For additional information, refer to Note 3. Discontinued Operations to our Consolidated Financial Statements.

Diluted Earnings per Share from Continuing Operations and Non-GAAP Diluted Earnings per Share from Continuing Operations

Diluted earnings per share from continuing operations was $0.13 for the first quarter of 2026, compared with nil for the first quarter of 2025, an improvement of $0.13. As described above, the improvement is primarily due to higher gross profit, a tax benefit in 2026 compared to tax expense in 2025, and lower interest expense, partially offset by higher other expense and operating expenses.

Non-GAAP diluted earnings per share from continuing operations was $0.27 for the first quarter of 2026, compared with $0.18 for the first quarter of 2025, an improvement of $0.09. As described above, the improvement is primarily due to higher non-GAAP gross profit and lower interest expense, partially offset by higher non-GAAP operating expenses, other expense, and non-GAAP income tax expense.
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Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (1)

Three Months Ended
March 31,
(in millions, except per share amounts)20262025
Gross profit$67.1 $53.3 
Stock-based compensation expense
0.5 0.5 
     Restructuring charges0.1 0.5 
 Production transfer costs (2)
0.9 0.1 
Transition services credit (3)
(0.3)(0.2)
Other (4)
1.4 0.8 
Non-GAAP gross profit $69.7 $55.0 
Net earnings (loss) from continuing operations$11.3 $(0.4)
Interest expense, net
1.5 2.7 
(Benefit from) provision for income taxes
(0.3)1.2 
Earnings from continuing operations before interest and income taxes12.5 3.5 
Stock-based compensation expense
10.4 10.2 
Intangibles amortization expense
4.0 4.0 
Restructuring charges
0.2 2.9 
Production transfer costs (2)
0.9 0.2 
Acquisition-related costs (5)
— 0.5 
Transition services credit (3)
(0.5)(0.7)
Other (4)
2.6 1.1 
Adjusted earnings from continuing operations before interest and income taxes$30.1 $21.7 
(Benefit from) provision for income taxes$(0.3)$1.2 
Income tax effects of non-GAAP reconciling adjustments (6)
5.1 1.6 
Non-GAAP provision for income taxes$4.8 $2.8 
Net earnings (loss) from continuing operations$11.3 $(0.4)
Non-GAAP reconciling adjustments (7)
17.6 18.2 
Income tax effects of non-GAAP reconciling adjustments (6)
5.1 1.6 
Non-GAAP net earnings$23.8 $16.2 
Diluted earnings per share from continuing operations$0.13 $— 
Earnings per share non-GAAP reconciling adjustment (6) (7) (8)
0.14 0.18 
Non-GAAP diluted earnings per share (8)
$0.27 $0.18 
Diluted average shares outstanding87.7 87.8 
Non-GAAP adjustment (8) (9)
(0.4)1.8 
Non-GAAP diluted average shares outstanding (8) (9)
87.3 89.6 

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(1)    In addition to the GAAP financial measures included herein, Knowles has presented certain non-GAAP financial measures that exclude certain amounts that are included in the most directly comparable GAAP measures. Knowles believes that non-GAAP measures are useful as supplements to its GAAP results of operations to evaluate certain aspects of its operations and financial performance, and its management team primarily focuses on non-GAAP items in evaluating Knowles' performance for business planning purposes. Knowles also believes that these measures assist it with comparing its performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in Knowles' opinion, do not reflect its core operating performance. Knowles believes that its presentation of non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that Knowles uses internally for purposes of assessing its core operating performance.
(2)    Production transfer costs represent duplicate costs incurred to migrate manufacturing to existing facilities.
(3)    Transition services represent amounts charged to Syntiant in connection with post-closing transition and separation costs.
(4)    Other expenses include foreign currency exchange rate impacts on restructuring balances and non-recurring professional service fees related to the execution of various reorganization projects. Other expenses for the first quarter of 2026 also includes foreign currency exchange rate adjustments related to certain balances retained subsequent to the disposal of CMM; these adjustments were not deemed material for prior periods.
(5)    These expenses include ongoing costs to facilitate integration of the CD acquisition by the PD segment.
(6)    Income tax effects of non-GAAP reconciling adjustments are calculated using the applicable tax rates in the jurisdictions of the underlying adjustments.
(7)    The non-GAAP reconciling adjustments include stock-based compensation expense, intangibles amortization expense, restructuring charges, production transfer costs, acquisition-related costs, and other expenses, partially offset by a credit to transition services.
(8)    In the third quarter of 2025, the Company modified its calculation method of non-GAAP diluted average shares outstanding to exclude the potential dilution impact from performance share units ("PSUs") as these equity awards have not yet been earned. Our PSUs are market-based awards and have fluctuated based on the Company's total shareholder return performance relative to the Russell 2000 during the measurement period. The calculation methodology change in non-GAAP diluted average shares outstanding had no impact on non-GAAP diluted earnings per share for the historical periods presented.
(9)    The number of shares used in the diluted average shares outstanding calculations on a non-GAAP basis excludes the impact of stock-based compensation expense expected to be incurred in future periods and not yet recognized in the financial statements, which would otherwise be assumed to be used to repurchase shares under the GAAP treasury stock method. Non-GAAP diluted average shares outstanding also excludes the impact of certain equity awards that are not yet earned.

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Segment Results of Operations for the Three Months Ended March 31, 2026 compared with the Three Months Ended March 31, 2025

The following is a summary of the results of operations of our two reportable segments: Precision Devices and Medtech & Specialty Audio.

See Note 15. Segment Information to the Consolidated Financial Statements for (i) a reconciliation of segment revenues to our consolidated revenues and (ii) a reconciliation of segment adjusted earnings before interest and income taxes to our consolidated earnings before income taxes and discontinued operations.

Precision Devices
 Three Months Ended March 31,
(in millions)2026Percent of Revenues2025Percent of Revenues
Revenues$85.1 $72.5 
Earnings from continuing operations before interest and income taxes$7.6 8.9%$3.2 4.4%
Stock-based compensation expense2.2 1.4 
Intangibles amortization expense4.0 4.0 
Restructuring charges0.4 1.4 
Production transfer costs (1)
0.9 0.2 
Acquisition-related costs (2)
— 0.5 
Adjusted earnings from continuing operations before interest and income taxes$15.1 17.7%$10.7 14.8%
(1) Production transfer costs represent costs incurred to migrate manufacturing to existing facilities.
(2) These expenses include ongoing costs to facilitate integration of the CD acquisition.

Revenues

PD revenues were $85.1 million for the first quarter of 2026, compared with $72.5 million for the first quarter of 2025, an increase of $12.6 million or 17.4%. Revenues increased due to higher demand in the industrial, defense, electrification, and medtech markets, as well as higher average pricing.

Earnings and Adjusted Earnings from Continuing Operations Before Interest and Income Taxes

PD EBIT was $7.6 million for the first quarter of 2026, compared with $3.2 million for the first quarter of 2025, an increase of $4.4 million. EBIT margin for the first quarter of 2026 was 8.9%, compared to 4.4% for the first quarter of 2025. The increases were due to higher gross profit, partially offset by higher operating expenses driven by higher commissions and additional headcount to support future growth. The gross profit increase was primarily driven by higher shipping volumes, product cost reductions, and increased factory capacity utilization, partially offset by higher costs in our CD business specialty film line as we ramp up production capacity to support our growth in the electrification market and increased production transfer costs in our ceramic capacitor business.

PD Adjusted EBIT was $15.1 million for the first quarter of 2026, compared with $10.7 million for the first quarter of 2025, an increase of $4.4 million. Adjusted EBIT margin for the first quarter of 2026 was 17.7%, compared with 14.8% for the first quarter of 2025. The increases were due to higher non-GAAP gross profit, partially offset by higher non-GAAP operating expenses driven by higher commissions and additional headcount to support future growth. The non-GAAP gross profit increase was driven by higher shipping volumes, product cost reductions, and increased factory capacity utilization, partially offset by higher costs in our CD business specialty film line as we ramp up production capacity to support our growth in the electrification market.

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MedTech & Specialty Audio
 Three Months Ended March 31,
(in millions)2026Percent of Revenues2025Percent of Revenues
Revenues$68.0 $59.7 
Earnings from continuing operations before interest and income taxes$26.0 38.2%$19.3 32.3%
Stock-based compensation expense1.7 1.7 
Restructuring charges— 0.3 
Adjusted earnings from continuing operations before interest and income taxes$27.7 40.7%$21.3 35.7%

Revenues

MSA revenues were $68.0 million for the first quarter of 2026, compared with $59.7 million for the first quarter of 2025, an increase of $8.3 million or 13.9%. Revenues increased primarily due to higher shipping volumes into the hearing health market.

Earnings and Adjusted Earnings from Continuing Operations Before Interest and Income Taxes

MSA EBIT was $26.0 million for the first quarter of 2026, compared with $19.3 million for the first quarter of 2025, an increase of $6.7 million. EBIT margin for the first quarter of 2026 was 38.2%, compared with 32.3% for the first quarter of 2025. The increases in EBIT and EBIT margin were primarily due to higher gross profit. The increase in gross profit was driven by higher shipping volumes, favorable product mix, product cost reductions, and increased factory capacity utilization, partially offset by higher factory costs.

MSA Adjusted EBIT was $27.7 million for the first quarter of 2026, compared with $21.3 million for the first quarter of 2025, an increase of $6.4 million. Adjusted EBIT margin for the first quarter of 2026 was 40.7%, compared to 35.7% for the first quarter of 2025. The increases in adjusted EBIT and adjusted EBIT margin were primarily due to higher non-GAAP gross profit. Higher non-GAAP gross profit was driven by higher shipping volumes, favorable product mix, product cost reductions and increased factory capacity utilization, partially offset by higher factory costs.
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Liquidity and Capital Resources

Historically, we have generated and expect to continue to generate positive cash flow from operations. Our ability to fund our operations and capital needs will depend on our ongoing ability to generate cash from operations and access capital markets. We believe that our future cash flow from operations and access to capital markets will provide adequate resources to fund our working capital needs, capital expenditures, strategic investments, and share repurchases. We have secured a revolving line of credit in the United States from a syndicate of commercial banks to provide additional liquidity. Furthermore, if we were to require additional cash above and beyond our cash on the balance sheet, the free cash flow generated by the business, and availability under our revolving credit facility, we would most likely seek to raise long-term financing through the U.S. debt or bank markets.

On December 27, 2024, we completed the sale of CMM to Syntiant for approximately $141.9 million in total consideration, consisting of $63.6 million in cash ($58.0 million net of cash sold), Syntiant Series D-2 preferred stock with a fair value of $77.2 million, and $1.1 million for estimated purchase price adjustments. The purchase price adjustment is still being finalized and is subject to change. For additional information, refer to Note 3. Discontinued Operations to our Consolidated Financial Statements. The Company shares in certain separation costs pursuant to a credit for up to $13.5 million that Syntiant may apply to specified separation costs post-closing. As the balance of the separation credit is now below the $7.0 million contractual threshold, costs will be shared equally by the Company and Syntiant. For additional information, refer to Note 1. Basis of Presentation.

On February 24, 2020, we announced that our Board of Directors had authorized a share repurchase program of up to $100.0 million of our common stock. On April 28, 2022, we announced that our Board of Directors had increased the authorization by up to $150.0 million in additional aggregate value. On February 13, 2025, the Company announced another authorization increase of up to $150.0 million in additional aggregate value, for a total of $400.0 million of aggregate value. At March 31, 2026, we have $121.5 million remaining that may yet be repurchased under our share repurchase program. The timing and amount of any shares repurchased will be determined by us based on our evaluation of market conditions and other factors, and will be made in accordance with applicable securities laws in either the open market or in privately negotiated transactions. We are not obligated to purchase any shares under the program, and the program may be suspended or discontinued at any time. Any shares repurchased will be held as treasury stock. During the three months ended March 31, 2026 and 2025, the Company repurchased 276,309 and 300,768 shares of common stock, respectively, for a total of $7.5 million and $5.0 million, respectively.

Cash flows from operating, investing, and financing activities as reflected in our Consolidated Statements of Cash Flows and are presented on a consolidated basis, including discontinued operations. Cash flows are summarized in the following table:

 Three Months Ended March 31,
(in millions)20262025
Net cash flows (used in) provided by:  
Operating activities$(0.7)$1.3 
Investing activities(10.8)(3.5)
Financing activities(1.8)(26.2)
Effect of exchange rate changes on cash and cash equivalents0.1 0.2 
Net decrease in cash and cash equivalents$(13.2)$(28.2)

Operating Activities

Cash provided by operating activities adjusts net earnings for certain non-cash items, including impairment charges, depreciation expense, amortization of intangible assets, stock-based compensation, changes in deferred income taxes, and the effects of changes in operating assets and liabilities. The decrease in cash provided by operating activities in 2026 is primarily due to a customer prepayment in 2025 that did not recur in 2026 and an increase in working capital in 2026, partially offset by less cash used in 2026 to settle obligations related to CMM and higher earnings from continuing operations.

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Investing Activities

The increase in cash used in investing activities during 2026 was driven by higher capital expenditures. Our increased capital expenditures in 2026 were due to capacity expansion in our PD segment, including our specialty film product line.

In 2026, we expect capital expenditures to be in the range of 4% to 5% of revenues.

Financing Activities

Cash used in financing activities during 2026 was primarily related to $14.2 million of tax payments related to net share settlement of equity awards and $7.5 million of repurchases of common stock, partially offset by $17.0 million of net proceeds on the revolving credit facility and proceeds of $3.0 million from the exercise of options. Cash used in financing activities during 2025 was primarily related to $15.0 million of payments on the revolving credit facility, $6.7 million of tax payments related to net share settlement of equity awards, and $5.0 million of repurchases of common stock, partially offset by proceeds of $0.6 million from the exercise of options.

Adjusted Free Cash Flow

In addition to measuring cash flow generation based on the operating, investing, and financing classifications included in the Consolidated Statement of Cash Flows (including discontinued operations), Knowles also measures adjusted free cash flow and adjusted free cash flow as a percentage of revenues. Adjusted free cash flow is defined as non-GAAP net cash attributable to continuing operations less non-GAAP capital expenditures attributable to continuing operations. Non-GAAP net cash attributable to continuing operations is defined as net cash provided by operating activities less amounts generated or utilized by discontinued operations. Non-GAAP capital expenditures attributable to continuing operations is defined as capital expenditures less amounts attributable to discontinued operations. Knowles believes these measures are helpful in measuring its cash generated from its continuing operations that is available to repay debt, fund acquisitions, and repurchase Knowles common stock. Adjusted free cash flow and adjusted free cash flow as a percentage of revenues are not presented in accordance with GAAP and may not be comparable to similarly titled measures used by other companies in our industry. As such, adjusted free cash flow and adjusted free cash flow as a percentage of revenues should not be considered in isolation from, or as an alternative to, any other liquidity measures determined in accordance with GAAP.

The following table reconciles our adjusted free cash flow to cash flow provided by operating activities:

Three Months Ended March 31,
(in millions)20262025
Net cash (used in) provided by operating activities$(0.7)$1.3 
Amounts utilized in discontinued operations8.4 21.0 
Non-GAAP net cash attributable to continuing operations7.7 22.3 
Capital expenditures(10.8)(4.0)
Amounts attributable to discontinued operations— — 
Non-GAAP capital expenditures attributable to continuing operations(10.8)(4.0)
Non-GAAP net cash attributable to continuing operations7.7 22.3 
Non-GAAP capital expenditures attributable to continuing operations(10.8)(4.0)
Adjusted free cash flow$(3.1)$18.3 
Adjusted free cash flow as a % of revenues(2.0)%13.8 %

In 2026 we used adjusted free cash flow of $3.1 million compared to adjusted free cash flow generated of $18.3 million in 2025. The decrease in adjusted free cash flow in 2026 was primarily due to a customer prepayment in 2025 that did not recur in 2026, an increase in working capital, and higher capital expenditures, partially offset by higher earnings from continuing operations.
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Contingent Obligations

We are involved in various legal proceedings, claims, and investigations arising in the ordinary course of business. Legal contingencies are discussed in Note 14. Commitments and Contingent Liabilities to our Consolidated Financial Statements.

Critical Accounting Estimates

This discussion and analysis of results of operations and financial condition is based on our Consolidated Financial Statements, which have been prepared in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates and assumptions related to the reporting of assets, liabilities, revenues, expenses, and related disclosures. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements. Estimates are revised periodically. Actual results could differ from these estimates.

The information concerning our critical accounting estimates can be found under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 9, 2026. There are no material changes in our previously reported critical accounting estimates.

Recent Accounting Standards

The issuance of recent accounting standards, as included in Note 2. Recent Accounting Standards to our Consolidated Financial Statements, is not expected to have a significant impact on our revenue, earnings, or liquidity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

During the three months ended March 31, 2026, there were no material changes to the information on market risk exposure disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. For a discussion of our exposure to market risk as of December 31, 2025, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our chief executive officer ("CEO") and chief financial officer ("CFO"), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the first quarter of 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls

Our management, including the CEO and CFO, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, will be detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by intentionally falsified documentation, by collusion of two or more individuals within Knowles or third parties, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of contingencies related to legal proceedings, see Note 14. Commitments and Contingent Liabilities to our Consolidated Financial Statements, which is incorporated herein by reference.

Except as otherwise noted above, there have been no material developments in legal proceedings.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On February 24, 2020, the Company announced that its Board of Directors had authorized a share repurchase program of up to $100.0 million of the Company's common stock. On April 28, 2022, the Company announced that its Board of Directors had increased the authorization by up to $150.0 million in additional aggregate value. On February 13, 2025, the Company announced another authorization increase of up to $150.0 million in additional aggregate value, for a total of $400.0 million of aggregate value. The timing and amount of any shares repurchased will be determined by the Company based on its evaluation of market conditions and other factors, and will be made in accordance with applicable securities laws in either the open market or in privately negotiated transactions. The Company is not obligated to purchase any shares under the program, and the program may be suspended or discontinued at any time. Any shares repurchased will be held as treasury stock.

Below is a summary of share repurchases for the three months ended March 31, 2026:

(in millions, except share and per share amounts)
PeriodTotal Number of Shares Purchased Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramApproximate Dollar Value of Shares That May Yet Be Purchased Under The Program
January 2026—$— —$129.0 
February 2026273,835$27.39 273,835$121.5 
March 20262,474$23.91 2,474$121.5 
Total Activity276,309$27.36 276,309

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Item 5. Other Information

Director and Officer Trading Plans and Arrangements

Name (Title)ActionDateTrading ArrangementTotal Shares to be SoldExpiration Date
Rule 10b5-1*Non-Rule 10b5-1**
Daniel Giesecke
Senior Vice President & Chief Operating Officer
Adopt2/25/2026X20,2012/12/2027
* Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

Item 6. Exhibits
  
  
101
The following financial information from Knowles Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 formatted in Inline XBRL: (i) Consolidated Statements of Earnings (Unaudited) for the three months ended March 31, 2026 and 2025, (ii) Consolidated Statements of Comprehensive Earnings (Unaudited) for the three months ended March 31, 2026 and 2025, (iii) Consolidated Balance Sheets (Unaudited) as of March 31, 2026 and December 31, 2025, (iv) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three months ended March 31, 2026 and 2025, (v) Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2026 and 2025, and (vi) the Notes to the Consolidated Financial Statements (Unaudited) tagged as blocks of text and including detailed tags.
104
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL and contained in Exhibit 101.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 KNOWLES CORPORATION
  
Date:April 28, 2026/s/ John S. Anderson
 John S. Anderson
 Senior Vice President & Chief Financial Officer
 (Principal Financial Officer)

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KNOWLES CORPORATION EXECUTIVE SEVERANCE PLAN (As Amended and Restated Effective April 28, 2026) Introduction This Knowles Corporation Executive Severance Plan (the "Plan") sets forth the policy of Knowles Corporation, a Delaware corporation ("Knowles"), and each of its Subsidiaries (as defined in Article 13) which employs an "Eligible Executive" (as defined in Article 1) with respect to "Severance Payments" (as defined in Article 5) payable to an Eligible Executive under the Plan. (Knowles and such Subsidiaries are collectively referred to as the "Company".) This Executive Severance Plan constitutes the plan document and summary plan description for the Plan. The following provisions constitute an amendment, restatement and continuation of the Plan as of April 28, 2026. Certain capitalized terms not otherwise defined in the text are defined in Article 13 of the Plan. Article 1. Who is Eligible for Participation in the Plan a. Eligible Executives. "Eligible Executives" are those employees of the Company who meet the following requirements: (i) the Chief Financial Officer of Knowles, Business Unit Presidents of the Company, Senior Vice Presidents of the Company, and such other Vice Presidents of the Company who are designated as eligible by the Chief Executive Officer of Knowles from time to time, (ii) who are (A) employed in the United States, or (B) a U.S.-based employee temporarily assigned to the non-U.S. payroll of a Subsidiary on an expatriate assignment, and (iii) and, on the date of a covered termination of employment, remain in such a position. Only Eligible Executives shall be eligible to receive Severance Payments under the Plan. b. Effect of Employment Agreement. You shall not be eligible to participate in the Plan if you are party to a written agreement with the Company that provides for severance payments to you upon, or following, the termination of your employment. c. Other Plans. If you are eligible to participate in and receive benefits under this Plan, you shall not be eligible to participate in and receive any severance benefits under any other severance plan, policy, practice, or arrangement maintained by the Company for the same event, including, for the avoidance of doubt, if you become eligible to receive Severance Payments under the Knowles Corporation Senior Executive Change-in-Control Severance Plan (the "Executive Change-in-Control Plan"), you shall not be eligible to receive Severance Payments under this Plan. Article 2. How Do You Become Eligible for Severance Payments under the Plan You will be eligible for Severance Payments under the Plan if you are an Eligible Executive and your employment is terminated by the Company without "Cause" ("Termination Without Cause").


 
2 Article 3. What Events Make You Ineligible for Severance Payments under the Plan You will only by entitled to Severance Payments under the Plan if you satisfy the requirements of Article 2. You shall not be entitled to receive Severance Payments under this Plan if any of the following disqualifying events occur: a. Death or Disability. Your employment terminates due to death or upon your "Disability". b. Voluntary Termination. You elect to terminate your employment with the Company or a successor for any reason, including without limitation, retirement ("Voluntary Termination"). c. Termination for Cause. Your employment with the Company is terminated for Cause ("Termination for Cause"); • Your employment may be terminated for Cause by the Company effective upon the giving of written notice to you of such Termination for Cause, or effective upon another date as specified in such notice ("Notice of Termination for Cause"). • If within one (1) year after your Termination Without Cause, Knowles or its applicable affiliate determines that your employment could have been Terminated for Cause, your prior termination shall be recharacterized as a Termination for Cause upon Knowles or its applicable affiliate giving written notice to you (or to your estate in the event of your death). You (or your estate) shall have thirty (30) days to provide a written response to Knowles or it applicable affiliate. To the extent that Knowles or its applicable affiliate does not reverse its determination after receipt of your response, if any, you (or your estate) shall be obligated promptly to repay any Severance Payments paid to you under the Plan. Knowles or any of its affiliates may take appropriate legal action to seek to recover any Severance Payments from you or your estate. d. Sale. You work for a division, subdivision, plant, location, or entity which is sold or otherwise transferred to an entity other than Knowles and its Subsidiaries, regardless of whether the new owner offers continued or comparable employment to you. e. New Employer. You begin working for another employer (whether regular or temporary and whether full-time or part-time) in any capacity, including as a consultant or independent contractor, before your "Date of Termination". You are required to immediately notify the Plan Administrator in writing if you begin another job prior to your Date of Termination. Article 4. What Amounts Other than Severance Payments May be Payable to You Regardless of whether you are eligible for Severance Payments under the Plan, you may be entitled to receive benefits (other than severance payments) for which you are expressly eligible following your Date of Termination to the extent you are entitled under the terms and conditions of any other plans, policies, programs and/or arrangements of the Company and any benefits payable under such plans will be provided in accordance with the terms of the applicable plan or arrangement


 
3 and shall not be treated as benefits or payments provided under the Plan. Without limiting the generality of the foregoing, any equity or equity-based awards outstanding at the time of your termination will be subject to the applicable plan under which they were granted and any applicable award agreement. Article 5. What Severance Payments Are Payable under the Plan If you are eligible to receive Severance Payments under Article 2 above, and you have not become ineligible for the receipt of such Severance Payments due to a disqualifying event as described in Article 3 above or other provisions of the Plan, you shall be entitled to the following severance payments (the "Severance Payments"): • Base Salary continuation for a twelve (12) month period following your Date of Termination (the "Severance Pay Period"), plus an additional monthly amount equal to the then cost of the applicable premium for COBRA health continuation coverage for yourself and covered family members based on the type and level of health coverage in effect on your Date of Termination, if any, for the lesser of the Severance Period or the period that you receive COBRA benefits, with such payments to commence sixty (60) days from your Date of Termination, retroactive to your Date of Termination, provided that you have executed and not revoked a general release of claims against the Company within forty- five (45) days following the date of termination or should you later revoke or violate the Separation Agreement and Release, as set forth below; • An additional Severance Payment equal to a pro rata portion (based upon the completed calendar months worked in the year in which your Date of Termination occurs), of the target annual incentive bonus payable for the year in which your Date of Termination occurs, with such amount to be payable when an annual incentive bonus is regularly paid to employees for the year in which your Date of Termination occurs, which amount may, in the discretion of the Compensation Committee (or, if applicable, the manager who approves your bonus) be reduced based upon attainment of the performance criteria applicable to your award for the year of termination. • If you die before receipt of all Severance Payments to which you are entitled, any payments due to you will be paid to your estate at the time they would have been payable to you. • The Company's obligations to make Severance Payments to you are conditioned upon your timely execution (without revocation) of a separation agreement and a general release of all claims related to your employment and the termination of your employment in a form satisfactory to Knowles (the "Separation Agreement and Release"). The Separation Agreement and Release shall include a confidentiality covenant, a non-disparagement covenant, a covenant for the protection of intellectual property, and other similar covenants, as more fully to be set forth in such Separation Agreement and Release. If you should fail to execute such Separation Agreement and Release within forty-five (45) days following the Date of Termination or should you later revoke or violate the Separation Agreement and Release, the Company shall not have any obligation to make the payments contemplated under this Plan and you shall refund any Severance Payments made to you.


 
4 • Notwithstanding any other provision of this Plan to the contrary, in the event that you become entitled to severance benefits under the Executive Change-in-Control Plan as a result of a covered termination within the three month period preceding a change-in- control, your Severance Benefits paid under this Plan shall reduce the amount of the Severance Benefits payable under the Executive Severance Plan; provided, however that any reduction shall be made in a manner that does not violate section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Article 6. Claw-Back Provisions In addition to the right of the Company, under Article 3(c) and Article 5, to recover amounts paid to you, in the event that you shall (i) breach the non-disparagement, confidentiality, intellectual property or other covenants or provisions of the Separation Agreement and Release, or (ii) be required by any claw-back policies of the Company, as in effect from time to time, or by applicable law, to refund payments received from the Company as the result of a restatement of the financial statements of Knowles or any of its affiliates or other events or conduct as may be specified in such policies from time to time or as may be required by applicable law, you shall be obligated promptly to refund the Severance Payments made to you. Knowles or any of its affiliates may take appropriate legal action to seek to recover any Severance Payments from you or your estate. Article 7. Withholding Taxes Severance Payments are subject to all applicable federal, state, local and non-U.S. tax withholdings. Article 8. Section 409A of the Code Notwithstanding any other provision of the Plan, if any payment, compensation or other benefit provided to you in connection with your employment termination is determined, in whole or in part, to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and you are a "specified employee" as defined in Code Section 409A(a)(2)(b)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after your Date of Termination (such date, the "New Payment Date"). The aggregate of any payments that otherwise would have been paid to you during the period between your Date of Termination and the New Payment Date shall be paid to you in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled in accordance with the terms of the Plan. If you die during the period between the Date of Termination and the New Payment Date, the amounts withheld on account of Code Section 409A shall be paid to your estate within ninety (90) days of your death. The provisions of the Plan are intended to be exempt from, or to comply with, the requirements of Code Section 409A, including without limitation, with the separation pay exemption and short- term deferral exemption of Code Section 409A. The Plan shall in all respects be administered in accordance with Code Section 409A and shall be interpreted in a manner to conform to the requirements of Code Section 409A. Notwithstanding anything in the Plan to the contrary,


 
5 distributions may only be made under the Plan upon an event and in a manner permitted by Code Section 409A or an applicable exemption. All payments to be made upon a termination of employment under the Plan may only be made upon a "separation from service" or "termination of employment" within the meaning of Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under the Plan shall be treated as a right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment. While the payments provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event will Knowles of any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on any person as a result of Section 409A of the Code. Article 9. Administration of Plan The "Plan Administrator" shall have the exclusive right, power, and authority, in its sole and absolute discretion, to administer, apply, and interpret the Plan and to decide all matters arising in connection with the operation or administration of the Plan to the extent not retained by Knowles as set forth herein. Without limiting the generality of the foregoing, the Plan Administrator shall have the sole and absolute discretionary authority to: • Make determinations as to whether an employee is, or is not, an Eligible Executive; • Take all actions and make all decisions with respect to the eligibility for, and the amount of, Severance Payments payable under the Plan; • Formulate, interpret and apply rules, regulations, and policies necessary to administer the Plan in accordance with its terms; • Decide questions, including legal or factual questions, with regard to any matter related to the Plan; • Conclusively construe and interpret the terms and provisions of the Plan and all documents which relate to the Plan and decide any and all matters arising thereunder including the right to remedy possible ambiguities, inconsistencies or omissions; • Investigate and make such factual or other determinations as shall be necessary or advisable for the resolution of appeals of adverse determinations under the Plan; and • Process, and approve or deny, claims for Severance Payments under the Plan and any appeals. All determinations made by the Plan Administrator as to any question involving its respective responsibilities, powers and duties under the Plan shall be final and binding on all parties, to the


 
6 maximum extent permitted by law. All determinations by Knowles referred to in the Plan shall be made by Knowles in its capacity as an employer and settlor of the Plan. Article 10. Modification or Termination of Plan Knowles reserves the right, in its sole and absolute discretion, to amend, modify, or terminate the Plan, in whole or in part, including any or all of the provisions of the Plan, for any reason, at any time, by action of the Compensation Committee. This Plan does not give an Eligible Executive any vested right to Severance Payments. If the Plan is amended or terminated, your rights to receive Severance Payments may be eliminated. No individual may become entitled to benefits or other rights under the Plan after the Plan is terminated. Article 11. Claims and Appeal Procedures Generally, it is not expected that an Eligible Executive will need to make a claim for benefits under the Plan. The Plan Administrator shall make a determination in connection with the termination of employment of an Eligible Executive as to whether a Severance Payment under the Plan is payable to such Eligible Executive and the amount thereof, taking into consideration any determination made by Knowles as to the circumstances regarding the termination, the potential applicability of a disqualifying event, or the Plan Administrator's decision as to whether an employee is an Eligible Executive under the Plan. The Plan Administrator shall advise any Eligible Executive it determines is entitled to Severance Payments under the Plan as to the amount of Severance Payments payable under the Plan. The Plan Administrator may delegate any or all of its responsibilities under this section. a. Claim Procedures If, an Eligible Executive believes that he or she is entitled to payments and benefits under the Plan that are not provided to him or her or who disagrees with a decision to require him or her to repay an amount under the Plan the Eligible Executive or his authorized representative (the "Claimant") may submit a claim to the Plan Administrator in writing. Within ninety (90) days after receiving a claim, the Claimant will be notified of the Plan Administrator's decision with respect to the Claim. The ninety (90)-day period may be extended by the Plan Administrator up to an additional ninety (90)-day period if special circumstances require an extension of time to consider the claim. If the Plan Administrator extends the ninety (90)-day period, the Claimant will be notified in writing before the expiration of the initial ninety (90)-day period as to the length of the extension and the special circumstances that necessitate the extension. A claim will be deemed denied if the Plan Administrator fails to notify the Participant within 90 days after receipt of the claim, plus any extension of time for processing the claim not to exceed 90 additional days, as special circumstances require. If the claim is denied, the Plan Administrator shall set forth in writing (which notice may be electronic) the reasons for the denial; the relevant provisions of the Plan on which the decision is made; a description of the Plan's claim appeal procedures; and, if additional material or information is necessary to perfect the claim, an explanation of why such material or information is necessary. The notice will also include a statement regarding the procedures for the Claimant to file a request for review of the claim denial as set forth in the "Appeal Procedures" sub-section below.


 
7 b. Appeal Procedures If a claim has been denied by the Plan Administrator and the Claimant wishes further consideration and review of his or her claim, he or she must file a written appeal of the denial of the claim to the Plan Administrator no later than sixty (60) days after the receipt of the written notification of the Plan Administrator's denial. In connection with his or her appeal, the Claimant may request the opportunity to review relevant documents prior to submission of a written statement, submit documents, records and comments in writing, and receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the Claimant's claim under the Plan. The review of the appeal by the Plan Administrator will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. The Plan Administrator will notify the Claimant in writing (which notice may be electronic) of the Plan Administrator's decision with respect to its review of the appeal within sixty (60) days of the receipt of the request for a review of the claim. Due to special circumstances, the Plan Administrator may extend the time to reach a decision with respect to the appeal of the claim denial, in which case the Plan Administrator will notify the Claimant in writing before the expiration of the initial 60-day period as to the length of the extension and the special circumstances that necessitate such extension and render a decision as soon as possible, but not later than one hundred twenty (120) days following the receipt of the Claimant's request for appeal. If the appeal is denied, the Plan Administrator will set forth in writing (which notice may be electronic) the specific reasons for the denial and references to the relevant Plan provisions on which the determination of the denial is based. The notice will also include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim, and a statement of the Claimant's right to bring an action under Section 502(a) of ERISA. Any decision on appeal will be final, conclusive and binding upon all parties. If the appeal is denied, however, the Claimant will be advised of his or her right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") following a claim denial on appeal. c. Exhaustion of Remedies under the Plan A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within one (1) year of the date the final decision on the adverse benefit determination on review is issued or should have been issued or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator. A Claimant may bring an action under ERISA only after he or she has exhausted the Plan's claims and appeal procedures.


 
8 Article 12. Miscellaneous Provisions • The records of the Company with respect to employment history, compensation, absences, illnesses, and all other relevant matters shall be conclusive for all purposes of this Plan. • The respective terms and provisions of the Plan shall be construed, whenever possible, to be in conformity with the requirements of ERISA, or any subsequent laws or amendments thereto. To the extent not to conflict with the preceding sentence, the construction and administration of the Plan shall be in accordance with the laws of the state of Illinois applicable to contracts made and to be performed within the state of Illinois (without reference to its conflicts of law provisions). • Nothing contained in this Plan shall be held or construed to create any liability upon the Company to retain any employee in its service or to change the employee-at-will status of any employee. All employees shall remain subject to the same terms and conditions of employment and discharge or discipline to the same extent as if the Plan had not been put into effect. An employee's failure to qualify for, or receive, a Severance Payment under the Plan shall not establish any right to (i) continuation or reinstatement, or (ii) any benefits in lieu of Severance Payments. • The Company has the right to cancel a proposed termination of employment or reschedule a termination date at any time before your employment terminates. You will not become eligible for Severance Payments if your termination date is cancelled or if you voluntarily terminate employment before the termination date specified or rescheduled by the Company. • Severance Payments under this Plan are not intended to duplicate such (i) payments and benefits as may be provided to you under state, local, federal or non-US plant shut down, mass layoff or similar laws, such as the WARN Act or (ii) payments in the nature of severance or separation pay, termination allowances or indemnities, and/or pay or benefits in lieu of notice, pay and/or benefits for service during any notice period, or any similar type of payment or benefit under any non-US plan, program or policy, under any non-US contract or agreement or between a union, works council or other collective bargaining entity or employee representative and Knowles or any of its affiliates, or under applicable non-US laws or regulations. Should payments or benefits under such laws or other arrangements become payable to you, payments under this Plan will be offset or reduced (but not below zero) by all payments and benefits to which you are entitled under such other laws or arrangements, or alternatively, Severance Payments previously paid under this Plan will be treated as having been paid to satisfy such other benefit obligations to the extent permitted by applicable law. In either case, the Plan Administrator, in its sole discretion, will determine how to apply this provision and may override other provisions in this Plan in doing so. • At all times, payments under the Plan shall be made from the general assets of the Company. • Should any provisions of the Plan be deemed or held to be unlawful or invalid for any


 
9 reason, the balance of the Plan shall remain in effect, unless it is amended or terminated as provided in the Plan. • Except as required by law, the Severance Payments will not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind, and any attempt to cause such payments to be so subjected will not be recognized. • If any overpayment is made under the Plan for any reason, the Plan Administrator will have the right to recover the overpayment. • Knowles shall cause this Plan to be assumed by a successor of Knowles, whether such succession occurs by merger, asset sale or otherwise. • Any notice or other written communication required or permitted pursuant to the terms of the Plan shall have been duly given (i) immediately when delivered by hand, (ii) three days after being mailed by United States Mail, first class, postage prepaid (or such local equivalent thereof), addressed to the intended recipient at his, her or its last known address, (iii) on the next business day after deposit with a courier or overnight delivery service post paid for next-day delivery and addressed in accordance with the last known address, or (iv) immediately upon delivery by facsimile or email to the telephone number or email address provided by a party for the receipt of notice. Article 13. Definitions Cause • You have engaged in conduct that constitutes willful misconduct, dishonesty, or gross negligence in the performance of your duties; you breach your fiduciary duties to your employer; or your willful failure to carry out the lawful directions of the person(s) to whom you report; • You have engaged in conduct which is demonstrably and materially injurious to your employer, or that materially harms the reputation, good will, or business of your employer; • You have engaged in conduct which is reported in the general or trade press or otherwise achieves general notoriety and which is scandalous, immoral or illegal; • You have been convicted of, or entered a plea of guilty or nolo contendere (or similar plea) to, a crime that constitutes a felony, or a crime that constitutes a misdemeanor involving moral turpitude, dishonesty or fraud; • You have been found liable in any Securities and Exchange Commission or other civil or criminal securities law action or any cease and desist order applicable to you is entered (regardless of whether or not you admit or deny liability); • You have used or disclosed, without authorization, confidential or


 
10 proprietary information of Knowles or its Subsidiaries; you have breached any written agreement with the Company not to disclose any information pertaining to Knowles or its Subsidiaries or their customers, suppliers and businesses; or you have breached any applicable agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of Knowles or its Subsidiaries; or • You have breached any of the Company's policies applicable to you, whether currently in effect or adopted after the Effective Date of the Plan. Date of Termination The date on which you incur a termination of employment or such other date on which you incur a "separation from service" determined under the provisions set forth in Section 1.409A-1(h) of the Treasury Regulations or any successor provisions. Pursuant to such provisions, you will be treated as no longer performing services for the Company when the level of services you perform for the Company decreases to a level equal to 20% or less of the average level of services performed by you during the immediately preceding thirty-six (36) months. Disability Disability shall be defined as set forth under the Company-sponsored Long- Term Disability Benefits Plan that covers you, as such plan shall be in effect from time to time. Any dispute concerning whether you are deemed to have suffered a Disability for purposes of the Plan shall be resolved in accordance with the dispute resolution procedures set forth in the Company-sponsored Long-Term Disability Benefits Plan in which you participate. Plan Administrator With respect to Severance Payments payable to the Chief Financial Officer, or the Senior Vice President, Human Resources, the Compensation Committee. With respect to all other matters under the Plan, the Senior Vice President, Human Resources of Knowles or successor position. Subsidiary An entity in which Knowles owns, directly or indirectly, at least 50% of the equity or voting interests. Article 14. Effective Date of Plan The Plan, as set forth herein, is effective as of April 28, 2026.


 
11 SUMMARY OF ERISA RIGHTS Your Rights Under ERISA The Department of Labor has issued regulations that require the Plan Administrator to provide you with a statement of your rights under ERISA with respect to this Plan. The following statement was designated by the Department of Labor to satisfy this requirement and is presented accordingly. As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants are entitled to: Receive Information About Your Plan and Benefits 1. Examine, without charge, all Plan documents and copies of all documents filed by Knowles with the Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. This includes annual reports and Plan descriptions. All such documents are available for review from the Knowles Human Resources Department. 2. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series) and any updated summary plan description. The Plan Administrator may charge you a reasonable fee for the copies. 3. Receive a summary of the Plan's annual financial report. Once each year, the Plan Administrator will send you a Summary Annual Report of the Plan's financial activities at no charge. Prudent Action by Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. Enforcing Your Rights If your claim for Severance Payments is denied or ignored in whole or in part, you have a right to receive a written explanation of the reason for the denial, to obtain copies of documents related to the decision without charge, and to appeal any denial, all within certain time schedules. You have the right to have your claim reviewed and reconsidered as explained in the "Claims and Appeal Procedures" section.


 
12 Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within thirty (30) days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for Severance Payments which is denied or ignored, in whole or in part, you may file suit in a state or federal court after you have exhausted the Plan's claims and appeal procedures as described in the section "Claims and Appeal Procedures" hereof. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Assistance with Your Questions If you have any questions about the Plan, you should contact the Plan Administrator through the Knowles Human Resources Department. They will be glad to help you. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest Area Office of the Employee Benefits Security Administration, Department of Labor, listed in your telephone directory, or you may contact: The Division of Technical Assistance and Inquiries Employee Benefits Security Administration, U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 1-866-444- 3272. Administrative Facts Plan Name Knowles Corporation Executive Severance Plan Plan Sponsor Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Type of Plan The Plan is a welfare benefit plan that provides severance benefits


 
13 Source of Contributions to Plan Employer payments from general corporate assets Plan Year The Plan Year is January 1 through December 31 Employer Identification Number 90-1002689 Plan Number 510 Plan Administrator Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Agent for Receiving Service of Legal Process General Counsel Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Legal Process can also be served on the Plan Administrator Contact Information If you have questions about this Plan, please contact Knowles Human Resources at the coordinates below and they will provide you with this information. Knowles Human Resources Phone: 630-238-5100 Fax: 630-773-3744


 
KNOWLES CORPORATION CHIEF EXECUTIVE OFFICER SEVERANCE PLAN (Effective April 28, 2026) Introduction This Knowles Corporation Chief Executive Officer Severance Plan (the "Plan") sets forth the policy of Knowles Corporation, a Delaware corporation ("Knowles" or "Company") with respect to "Severance Payments" (as defined in Article 5) payable to the Company's Chief Executive Officer ("CEO") under the Plan. This CEO Severance Plan constitutes the plan document and summary plan description for the Plan. Certain capitalized terms not otherwise defined in the text are defined in Article 13 of the Plan. Article 1. Who is Eligible for Participation in the Plan a. Eligible Executives. The Chief Executive Officer of Knowles Corporation shall be the only "Eligible Executive" eligible to receive Severance Payments under the Plan. b. Effect of Employment Agreement. You shall not be eligible to participate in the Plan if you are party to a written agreement with the Company that provides for severance payments to you upon, or following, the termination of your employment. c. Other Plans. If you are eligible to participate in and receive benefits under this Plan, you shall not be eligible to participate in and receive any severance benefits under any other severance plan, policy, practice, or arrangement maintained by the Company for the same event, including, for the avoidance of doubt, if you become eligible to receive Severance Payments under the Knowles Corporation Chief Executive Officer Change-in-Control Severance Plan (the "CEO Change-in-Control Plan"), you shall not be eligible to receive Severance Payments under this Plan. Article 2. How Do You Become Eligible for Severance Payments under the Plan You will be eligible for Severance Payments under the Plan if you are the Chief Executive Officer and your employment is terminated as a result of a Termination Without Cause or as a result of a Good Reason Termination. a. Termination Without Cause. Your employment is terminated by the Company without "Cause" ("Termination Without Cause"); or b. Good Reason Termination. You terminate your employment with the Company for "Good Reason" by giving a notice of termination for Good Reason under the procedures set forth in this Article 2 ("Good Reason Termination"); • You may elect to terminate your employment for Good Reason during the Protected Period by giving written notice ("Good Reason Notice") to the Plan Administrator of the events that you believe constitute Good Reason. A Good Reason Notice must be provided within sixty (60) days after the event(s) that constitute Good Reason first occurred and within the Protected Period. If the Company shall fail to cure the events constituting Good Reason


 
2 as set forth in the Good Reason Notice within thirty (30) days of the receipt of such Good Reason Notice, you must give notice of a Good Reason termination within thirty (30) days after the expiration of the cure period (sixty (60) days after the event(s) that constitute Good Reason first occurred) and within the Protected Period. Notwithstanding the foregoing, in the event that your employment terminates during the portion of the Protected Period that precedes a Change in Control, you may provide a Good Reason Notice within sixty (60) days after the date of the Change in Control and no cure period or notice of termination will apply. • The Plan Administrator may waive all or part of the thirty (30) day cure period for you to provide the notice of Good Reason termination by giving written notice to you. Article 3. What Events Make You Ineligible for Severance Payments under the Plan You will only be entitled to Severance Payments under the Plan if you satisfy the requirements of Article 2. You shall not be entitled to receive Severance Payments under this Plan if any of the following disqualifying events occur: a. Death or Disability. Your employment terminates due to death or upon your "Disability". b. Voluntary Termination. You elect to terminate your employment with the Company or a successor for any reason, including without limitation retirement, other than for Good Reason ("Voluntary Termination"). A Voluntary Termination includes, without limitation, a termination by you (i) after a failure by you to give a timely notice of termination for Good Reason, or (ii) after the Company timely cures the event(s) that are claimed to constitute Good Reason. c. Termination for Cause. Your employment with the Company is terminated for Cause ("Termination for Cause"); • Your employment may be terminated for Cause by the Company effective upon the giving of written notice to you of such Termination for Cause, or effective upon another date as specified in such notice ("Notice of Termination for Cause"). • If within one (1) year after your employment terminates as the result of Good Reason Termination or Termination Without Cause, Knowles or its applicable affiliate determines that your employment could have been Terminated for Cause, your prior termination shall be recharacterized as a Termination for Cause upon Knowles or its applicable affiliate giving written notice to you (or to your estate in the event of your death). You (or your estate) shall have thirty (30) days to provide a written response to Knowles or it applicable affiliate. To the extent that Knowles or its applicable affiliate does not reverse its determination after receipt of your response, if any, you (or your estate) shall be obligated promptly to repay any Severance Payments paid to you under the Plan. Knowles or any of its affiliates may take appropriate legal action to seek to recover any Severance Payments from you or your estate.


 
3 d. Sale. You work for a division, subdivision, plant, location, or entity which is sold or otherwise transferred to an entity other than Knowles and its Subsidiaries, regardless of whether the new owner offers continued or comparable employment to you. e. New Employer. You begin working for another employer (whether regular or temporary and whether full-time or part-time) in any capacity, including as a consultant or independent contractor, before your "Date of Termination". You are required to immediately notify the Plan Administrator in writing if you begin another job prior to your Date of Termination. Article 4. What Amounts Other than Severance Payments May be Payable to You Regardless of whether you are eligible for Severance Payments under the Plan, you may be entitled to receive benefits (other than severance payments) for which you are expressly eligible following your Date of Termination to the extent you are entitled under the terms and conditions of any other plans, policies, programs and/or arrangements of the Company and any benefits payable under such plans will be provided in accordance with the terms of the applicable plan or arrangement and shall not be treated as benefits or payments provided under the Plan. Without limiting the generality of the foregoing, any equity or equity-based awards outstanding at the time of your termination will be subject to the applicable plan under which they were granted and any applicable award agreement. Article 5. What Severance Payments Are Payable under the Plan If you are eligible to receive Severance Payments under Article 2 above, and you have not become ineligible for the receipt of such Severance Payments due to a disqualifying event as described in Article 3 above or other provisions of the Plan, you shall be entitled to the following severance payments (the "Severance Payments"): • Base Salary continuation for an eighteen (18) month period following your Date of Termination (the "Severance Pay Period"), plus an additional monthly amount equal to the then cost of the applicable premium for COBRA health continuation coverage for yourself and covered family members based on the type and level of health coverage in effect on your Date of Termination, if any, for the lesser of the Severance Period or the period that you receive COBRA benefits, with such payments to commence sixty (60) days from your Date of Termination, retroactive to your Date of Termination, provided that you have executed and not revoked a general release of claims against the Company within forty- five (45) days following the date of termination or should you later revoke or violate the Separation Agreement and Release, as set forth below. • An additional Severance Payment equal to the target annual incentive bonus payable for the year in which your Date of Termination occurs. • If you die before receipt of all Severance Payments to which you are entitled, any payments due to you will be paid to your estate at the time they would have been payable to you. • The Company's obligations to make Severance Payments to you are conditioned upon your


 
4 timely execution (without revocation) of a separation agreement and a general release of all claims related to your employment and the termination of your employment in a form satisfactory to Knowles (the "Separation Agreement and Release"). The Separation Agreement and Release shall include a confidentiality covenant, a non-disparagement covenant, a covenant for the protection of intellectual property, and other similar covenants, as more fully to be set forth in such Separation Agreement and Release. If you should fail to execute such Separation Agreement and Release within forty-five (45) days following the Date of Termination or should you later revoke or violate the Separation Agreement and Release, the Company shall not have any obligation to make the payments contemplated under this Plan and you shall refund any Severance Payments made to you. • Notwithstanding any other provision of this Plan to the contrary, in the event that you become entitled to severance benefits under the CEO Change-in-Control Plan as a result of a covered termination within the three month period preceding a change-in-control, your Severance Benefits paid under this Plan shall reduce the amount of the Severance Benefits payable under the Chief Executive Officer Severance Plan; provided, however that any reduction shall be made in a manner that does not violate section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Article 6. Claw-Back Provisions In addition to the right of the Company, under Article 3(c) and Article 5, to recover amounts paid to you, in the event that you shall (i) breach the non-disparagement, confidentiality, intellectual property or other covenants or provisions of the Separation Agreement and Release, or (ii) be required by any claw-back policies of the Company, as in effect from time to time, or by applicable law, to refund payments received from the Company as the result of a restatement of the financial statements of Knowles or any of its affiliates or other events or conduct as may be specified in such policies from time to time or as may be required by applicable law, you shall be obligated promptly to refund the Severance Payments made to you. Knowles or any of its affiliates may take appropriate legal action to seek to recover any Severance Payments from you or your estate. Article 7. Withholding Taxes Severance Payments are subject to all applicable federal, state, local and non-U.S. tax withholdings. Article 8. Section 409A of the Code Notwithstanding any other provision of the Plan, if any payment, compensation or other benefit provided to you in connection with your employment termination is determined, in whole or in part, to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and you are a "specified employee" as defined in Code Section 409A(a)(2)(b)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after your Date of Termination (such date, the "New Payment Date"). The aggregate of any payments that otherwise would have been paid to you during the period between your Date of Termination and the New Payment Date shall be paid to you in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date


 
5 shall be paid without delay over the time period originally scheduled in accordance with the terms of the Plan. If you die during the period between the Date of Termination and the New Payment Date, the amounts withheld on account of Code Section 409A shall be paid to your estate within ninety (90) days of your death. The provisions of the Plan are intended to be exempt from, or to comply with, the requirements of Code Section 409A, including without limitation, with the separation pay exemption and short- term deferral exemption of Code Section 409A. The Plan shall in all respects be administered in accordance with Code Section 409A and shall be interpreted in a manner to conform to the requirements of Code Section 409A. Notwithstanding anything in the Plan to the contrary, distributions may only be made under the Plan upon an event and in a manner permitted by Code Section 409A or an applicable exemption. All payments to be made upon a termination of employment under the Plan may only be made upon a "separation from service" or "termination of employment" within the meaning of Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under the Plan shall be treated as a right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment. While the payments provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event will Knowles of any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on any person as a result of Section 409A of the Code. Article 9. Administration of Plan The "Plan Administrator" shall have the exclusive right, power, and authority, in its sole and absolute discretion, to administer, apply, and interpret the Plan and to decide all matters arising in connection with the operation or administration of the Plan to the extent not retained by Knowles as set forth herein. Without limiting the generality of the foregoing, the Plan Administrator shall have the sole and absolute discretionary authority to: • Take all actions and make all decisions with respect to the eligibility for, and the amount of, Severance Payments payable under the Plan; • Formulate, interpret and apply rules, regulations, and policies necessary to administer the Plan in accordance with its terms; • Decide questions, including legal or factual questions, with regard to any matter related to the Plan; • Conclusively construe and interpret the terms and provisions of the Plan and all documents which relate to the Plan and decide any and all matters arising thereunder including the right to remedy possible ambiguities, inconsistencies or omissions; • Investigate and make such factual or other determinations as shall be necessary or advisable


 
6 for the resolution of appeals of adverse determinations under the Plan; and • Process, and approve or deny, claims for Severance Payments under the Plan and any appeals. All determinations made by the Plan Administrator as to any question involving its respective responsibilities, powers and duties under the Plan shall be final and binding on all parties, to the maximum extent permitted by law. All determinations by Knowles referred to in the Plan shall be made by Knowles in its capacity as an employer and settlor of the Plan. Article 10. Modification or Termination of Plan Knowles reserves the right, in its sole and absolute discretion, to amend, modify, or terminate the Plan, in whole or in part, including any or all of the provisions of the Plan, for any reason, at any time, by action of the Compensation Committee. This Plan does not give the Eligible Executive any vested right to Severance Payments. If the Plan is amended or terminated, your rights to receive Severance Payments may be eliminated. No individual may become entitled to benefits or other rights under the Plan after the Plan is terminated. Article 11. Claims and Appeal Procedures Generally, it is not expected that the Eligible Executive will need to make a claim for benefits under the Plan. The Plan Administrator shall make a determination in connection with the termination of employment of the Eligible Executive as to whether a Severance Payment under the Plan is payable to the Eligible Executive and the amount thereof, taking into consideration any determination made by Knowles as to the circumstances regarding the termination, or the potential applicability of a disqualifying event. The Plan Administrator shall advise the Eligible Executive as to the amount of Severance Payments payable under the Plan. The Plan Administrator may delegate any or all of its responsibilities under this section. a. Claim Procedures If, the Eligible Executive believes that he or she is entitled to payments and benefits under the Plan that are not provided to him or her or who disagrees with a decision to require him or her to repay an amount under the Plan the Eligible Executive or his authorized representative (the "Claimant") may submit a claim to the Plan Administrator in writing. Within ninety (90) days after receiving a claim, the Claimant will be notified of the Plan Administrator's decision with respect to the Claim. The ninety (90)-day period may be extended by the Plan Administrator up to an additional ninety (90)-day period if special circumstances require an extension of time to consider the claim. If the Plan Administrator extends the ninety (90)-day period, the Claimant will be notified in writing before the expiration of the initial ninety (90)-day period as to the length of the extension and the special circumstances that necessitate the extension. A claim will be deemed denied if the Plan Administrator fails to notify the Participant within 90 days after receipt of the claim, plus any extension of time for processing the claim not to exceed 90 additional days, as special circumstances require.


 
7 If the claim is denied, the Plan Administrator shall set forth in writing (which notice may be electronic) the reasons for the denial; the relevant provisions of the Plan on which the decision is made; a description of the Plan's claim appeal procedures; and, if additional material or information is necessary to perfect the claim, an explanation of why such material or information is necessary. The notice will also include a statement regarding the procedures for the Claimant to file a request for review of the claim denial as set forth in the "Appeal Procedures" sub-section below. b. Appeal Procedures If a claim has been denied by the Plan Administrator and the Claimant wishes further consideration and review of his or her claim, he or she must file a written appeal of the denial of the claim to the Plan Administrator no later than sixty (60) days after the receipt of the written notification of the Plan Administrator's denial. In connection with his or her appeal, the Claimant may request the opportunity to review relevant documents prior to submission of a written statement, submit documents, records and comments in writing, and receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the Claimant's claim under the Plan. The review of the appeal by the Plan Administrator will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. The Plan Administrator will notify the Claimant in writing (which notice may be electronic) of the Plan Administrator's decision with respect to its review of the appeal within sixty (60) days of the receipt of the request for a review of the claim. Due to special circumstances, the Plan Administrator may extend the time to reach a decision with respect to the appeal of the claim denial, in which case the Plan Administrator will notify the Claimant in writing before the expiration of the initial 60-day period as to the length of the extension and the special circumstances that necessitate such extension and render a decision as soon as possible, but not later than one hundred twenty (120) days following the receipt of the Claimant's request for appeal. If the appeal is denied, the Plan Administrator will set forth in writing (which notice may be electronic) the specific reasons for the denial and references to the relevant Plan provisions on which the determination of the denial is based. The notice will also include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim, and a statement of the Claimant's right to bring an action under Section 502(a) of ERISA. Any decision on appeal will be final, conclusive and binding upon all parties. If the appeal is denied, however, the Claimant will be advised of his or her right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") following a claim denial on appeal. c. Exhaustion of Remedies under the Plan A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within one (1) year of the date the final decision on the


 
8 adverse benefit determination on review is issued or should have been issued or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator. A Claimant may bring an action under ERISA only after he or she has exhausted the Plan's claims and appeal procedures. Article 12. Miscellaneous Provisions • The records of the Company with respect to employment history, compensation, absences, illnesses, and all other relevant matters shall be conclusive for all purposes of this Plan. • The respective terms and provisions of the Plan shall be construed, whenever possible, to be in conformity with the requirements of ERISA, or any subsequent laws or amendments thereto. To the extent not to conflict with the preceding sentence, the construction and administration of the Plan shall be in accordance with the laws of the state of Illinois applicable to contracts made and to be performed within the state of Illinois (without reference to its conflicts of law provisions). • Nothing contained in this Plan shall be held or construed to create any liability upon the Company to retain any employee in its service or to change the employee-at-will status of any employee. All employees shall remain subject to the same terms and conditions of employment and discharge or discipline to the same extent as if the Plan had not been put into effect. An employee's failure to qualify for, or receive, a Severance Payment under the Plan shall not establish any right to (i) continuation or reinstatement, or (ii) any benefits in lieu of Severance Payments. • The Company has the right to cancel a proposed termination of employment or reschedule a termination date at any time before your employment terminates. You will not become eligible for Severance Payments if your termination date is cancelled or if you voluntarily terminate employment before the termination date specified or rescheduled by the Company. • Severance Payments under this Plan are not intended to duplicate such (i) payments and benefits as may be provided to you under state, local, federal or non-US plant shut down, mass layoff or similar laws, such as the WARN Act or (ii) payments in the nature of severance or separation pay, termination allowances or indemnities, and/or pay or benefits in lieu of notice, pay and/or benefits for service during any notice period, or any similar type of payment or benefit under any non-US plan, program or policy, under any non-US contract or agreement or between a union, works council or other collective bargaining entity or employee representative and Knowles or any of its affiliates, or under applicable non-US laws or regulations. Should payments or benefits under such laws or other arrangements become payable to you, payments under this Plan will be offset or reduced (but not below zero) by all payments and benefits to which you are entitled under such other laws or arrangements, or alternatively, Severance Payments previously paid under this Plan will be treated as having been paid to satisfy such other benefit obligations to the extent permitted by applicable law. In either case, the Plan Administrator, in its sole discretion, will determine how to apply this provision and may override other provisions


 
9 in this Plan in doing so. • At all times, payments under the Plan shall be made from the general assets of the Company. • Should any provisions of the Plan be deemed or held to be unlawful or invalid for any reason, the balance of the Plan shall remain in effect, unless it is amended or terminated as provided in the Plan. • Except as required by law, the Severance Payments will not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind, and any attempt to cause such payments to be so subjected will not be recognized. • If any overpayment is made under the Plan for any reason, the Plan Administrator will have the right to recover the overpayment. • Knowles shall cause this Plan to be assumed by a successor of Knowles, whether such succession occurs by merger, asset sale or otherwise. • Any notice or other written communication required or permitted pursuant to the terms of the Plan shall have been duly given (i) immediately when delivered by hand, (ii) three days after being mailed by United States Mail, first class, postage prepaid (or such local equivalent thereof), addressed to the intended recipient at his, her or its last known address, (iii) on the next business day after deposit with a courier or overnight delivery service post paid for next-day delivery and addressed in accordance with the last known address, or (iv) immediately upon delivery by facsimile or email to the telephone number or email address provided by a party for the receipt of notice. Article 13. Definitions Cause • You have engaged in conduct that constitutes willful misconduct, dishonesty, or gross negligence in the performance of your duties; you breach your fiduciary duties to your employer; or your willful failure to carry out the lawful directions of the person(s) to whom you report; • You have engaged in conduct which is demonstrably and materially injurious to your employer, or that materially harms the reputation, good will, or business of your employer; • You have engaged in conduct which is reported in the general or trade press or otherwise achieves general notoriety and which is scandalous, immoral or illegal; • You have been convicted of, or entered a plea of guilty or nolo contendere (or similar plea) to, a crime that constitutes a felony, or a crime that constitutes a misdemeanor involving moral turpitude, dishonesty or fraud;


 
10 • You have been found liable in any Securities and Exchange Commission or other civil or criminal securities law action or any cease and desist order applicable to you is entered (regardless of whether or not you admit or deny liability); • You have used or disclosed, without authorization, confidential or proprietary information of Knowles or its Subsidiaries; you have breached any written agreement with the Company not to disclose any information pertaining to Knowles or its Subsidiaries or their customers, suppliers and businesses; or you have breached any applicable agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of Knowles or its Subsidiaries; or • You have breached any of the Company's policies applicable to you, whether currently in effect or adopted after the Effective Date of the Plan. Date of Termination The date on which you incur a termination of employment or such other date on which you incur a "separation from service" determined under the provisions set forth in Section 1.409A-1(h) of the Treasury Regulations or any successor provisions. Pursuant to such provisions, you will be treated as no longer performing services for the Company when the level of services you perform for the Company decreases to a level equal to 20% or less of the average level of services performed by you during the immediately preceding thirty-six (36) months. Disability Disability shall be defined as set forth under the Company-sponsored Long- Term Disability Benefits Plan that covers you, as such plan shall be in effect from time to time. Any dispute concerning whether you are deemed to have suffered a Disability for purposes of the Plan shall be resolved in accordance with the dispute resolution procedures set forth in the Company-sponsored Long-Term Disability Benefits Plan in which you participate. Good Reason The occurrence of any of the following events without your written consent: • A material reduction in (i) the rate of your annual base salary (other than a salary reduction, not to exceed 10%, that applies to all other similarly-situated executive officers), (ii) the target level of your annual bonus, or (iii) the grant value to you of your long-term incentive awards; • Any material and adverse change in your title; • Any material and adverse reduction in your authorities, responsibilities, or reporting relationships; or • The relocation of your principal place of employment to a location more than fifty (50) miles from your principal place of employment (unless such relocation does not increase your commute by more than twenty (20) miles), except for required travel on the Company's


 
11 business. Plan Administrator The Compensation Committee. Article 14. Effective Date of Plan The Plan, as set forth herein, is effective as of April 28, 2026.


 
12 SUMMARY OF ERISA RIGHTS Your Rights Under ERISA The Department of Labor has issued regulations that require the Plan Administrator to provide you with a statement of your rights under ERISA with respect to this Plan. The following statement was designated by the Department of Labor to satisfy this requirement and is presented accordingly. As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants are entitled to: Receive Information About Your Plan and Benefits 1. Examine, without charge, all Plan documents and copies of all documents filed by Knowles with the Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. This includes annual reports and Plan descriptions. All such documents are available for review from the Knowles Human Resources Department. 2. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series) and any updated summary plan description. The Plan Administrator may charge you a reasonable fee for the copies. 3. Receive a summary of the Plan's annual financial report. Once each year, the Plan Administrator will send you a Summary Annual Report of the Plan's financial activities at no charge. Prudent Action by Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. Enforcing Your Rights If your claim for Severance Payments is denied or ignored in whole or in part, you have a right to receive a written explanation of the reason for the denial, to obtain copies of documents related to the decision without charge, and to appeal any denial, all within certain time schedules. You have the right to have your claim reviewed and reconsidered as explained in the "Claims and Appeal Procedures" section.


 
13 Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within thirty (30) days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for Severance Payments which is denied or ignored, in whole or in part, you may file suit in a state or federal court after you have exhausted the Plan's claims and appeal procedures as described in the section "Claims and Appeal Procedures" hereof. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Assistance with Your Questions If you have any questions about the Plan, you should contact the Plan Administrator through the Knowles Human Resources Department. They will be glad to help you. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest Area Office of the Employee Benefits Security Administration, Department of Labor, listed in your telephone directory, or you may contact: The Division of Technical Assistance and Inquiries Employee Benefits Security Administration, U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 1-866-444- 3272. Administrative Facts Plan Name Knowles Corporation Executive Severance Plan Plan Sponsor Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Type of Plan The Plan is a welfare benefit plan that provides severance benefits


 
14 Source of Contributions to Plan Employer payments from general corporate assets Plan Year The Plan Year is January 1 through December 31 Employer Identification Number 90-1002689 Plan Number 510 Plan Administrator Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Agent for Receiving Service of Legal Process General Counsel Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Legal Process can also be served on the Plan Administrator Contact Information If you have questions about this Plan, please contact Knowles Human Resources at the coordinates below and they will provide you with this information. Knowles Human Resources Phone: 630-238-5100 Fax: 630-773-3744


 
KNOWLES CORPORATION SENIOR EXECUTIVE CHANGE-IN-CONTROL SEVERANCE PLAN (As Amended and Restated Effective April 28, 2026) Introduction This Knowles Corporation Senior Executive Change-in-Control Severance Plan (the "Plan") sets forth the policy of Knowles Corporation, a Delaware corporation ("Knowles"), and each of its Subsidiaries (as defined in Article 14) which employs an "Eligible Executive" (as defined in Article 1) with respect to "Severance Payments" (as defined in Article 5) payable to an Eligible Executive under the Plan (Knowles and such Subsidiaries are collectively referred to as the "Company"). This Senior Executive Change-in- Control Severance Plan constitutes the plan document and summary plan description for the Plan. The following provisions constitute an amendment, restatement and continuation of the Plan as of April 27, 2020. Certain capitalized terms not otherwise defined in the text are defined in Article 14 of the Plan. Article 1. Who is Eligible for Participation in the Plan a. Eligible Executives. "Eligible Executives" are those employees of the Company who meet the following requirements: (i) the Chief Financial Officer of Knowles, Business Unit Presidents of the Company, Senior Vice Presidents of the Company, and such other Vice Presidents of the Company who are designated as eligible by the Chief Executive Officer of Knowles from time to time, (ii) who are (A) employed in the United States, or (B) a U.S.-based employee temporarily assigned to the non-U.S. payroll of a Subsidiary on an expatriate assignment, and (iii) on the date of a Change of Control (or, who at the time of their termination of employment within three (3) months prior to a Change in Control) remain in such a position. Only Eligible Executives shall be eligible to receive Severance Payments under the Plan. b. Effect of Employment Agreement. You shall not be eligible to participate in the Plan if you are party to a written agreement with the Company that provides for severance payments to you upon, or following, the termination of your employment or following a Change in Control. c. Other Plans. If you are eligible to participate in and receive benefits under this Plan, you shall not be eligible to participate in and receive any severance benefits under any other severance plan, policy, practice, or arrangement maintained by the Company for the same event, including, for the avoidance of doubt, if you become eligible to receive Severance Payments under this Plan, you shall not be eligible to receive Severance Payments under the Knowles Corporation Executive Severance Plan (the "Executive Severance Plan"). Article 2. How Do You Become Eligible for Severance Payments under the Plan You will be eligible for Severance Payments under the Plan if you are an Eligible Executive and during the three (3) month period prior to or within eighteen (18) months following a Change-in-Control (the "Protected Period") your employment is terminated as a result of a Termination Without Cause or as a result of a Good Reason Termination. a. Termination Without Cause. Your employment is terminated by the Company without "Cause" ("Termination Without Cause"); or


 
2 b. Good Reason Termination. You terminate your employment with the Company for "Good Reason" by giving a notice of termination for Good Reason under the procedures set forth in this Article 2 ("Good Reason Termination"); • You may elect to terminate your employment for Good Reason during the Protected Period by giving written notice ("Good Reason Notice") to the Plan Administrator of the events that you believe constitute Good Reason. A Good Reason Notice must be provided within sixty (60) days after the event(s) that constitute Good Reason first occurred and within the Protected Period. If the Company shall fail to cure the events constituting Good Reason as set forth in the Good Reason Notice within thirty (30) days of the receipt of such Good Reason Notice, you must give notice of a Good Reason termination within thirty (30) days after the expiration of the cure period (sixty (60) days after the event(s) that constitute Good Reason first occurred) and within the Protected Period. Notwithstanding the foregoing, in the event that your employment terminates during the portion of the Protected Period that precedes a Change in Control, you may provide a Good Reason Notice within sixty (60) days after the date of the Change in Control and no cure period or notice of termination will apply. • The Plan Administrator may waive all or part of the thirty (30) day cure period for you to provide the notice of Good Reason termination by giving written notice to you. Article 3. What Events Make You Ineligible for Severance Payments under the Plan You will only be entitled to Severance Payments under the Plan if you satisfy the requirements of Article 2. You shall not be entitled to receive Severance Payments under this Plan if any of the following disqualifying events occur: a. Death or Disability. Your employment terminates due to death or upon your "Disability". b. Voluntary Termination. You terminate your employment with the Company or a successor for any reason, including without limitation retirement, other than for Good Reason ("Voluntary Termination"). A Voluntary Termination includes, without limitation, a termination by you (i) after a failure by you to give a timely notice of termination for Good Reason, or (ii) after the Company timely cures the event(s) that are claimed to constitute Good Reason. c. Termination for Cause. Your employment with the Company is terminated for Cause ("Termination for Cause"). • Your employment may be terminated for Cause by the Company effective upon the giving of written notice to you of such Termination for Cause, or effective upon another date as specified in such notice ("Notice of Termination for Cause"). • If within one (1) year after your employment terminates as the result of Good Reason Termination or Termination Without Cause, Knowles or its applicable affiliate determines that your employment could have been Terminated for Cause, your prior termination shall be recharacterized as a Termination for Cause upon Knowles or its applicable affiliate giving written notice to you (or to your estate in the event of your death). You (or your estate) shall have thirty (30) days to provide a written response to Knowles or its applicable affiliate. To the extent that the Company does not reverse its determination after receipt of your response, if any, you (or your estate) shall be obligated promptly to repay any Severance Payments paid to you under the Plan. Knowles or any of its affiliates may take appropriate legal action to seek to recover any Severance Payments from you or your estate.


 
3 d. Sale. You work for a division, subdivision, plant, location, or entity which is sold or otherwise transferred to an entity other than Knowles and its Subsidiaries in a transaction that does not constitute a Change-in-Control, regardless of whether the new owner offers continued or comparable employment to you. e. New Employer. You begin working for another employer (whether regular or temporary and whether full-time or part-time) in any capacity, including as a consultant or independent contractor, before your "Date of Termination". You are required to immediately notify the Plan Administrator in writing if you begin another job prior to your Date of Termination. Article 4. What Amounts Other than Severance Payments May be Payable to You Regardless of whether you are eligible for Severance Payments under the Plan, you may be entitled to receive benefits (other than severance payments) for which you are expressly eligible following your Date of Termination to the extent you are entitled under the terms and conditions of any other plans, policies, programs and/or arrangements of the Company and any benefits payable under such plans will be provided in accordance with the terms of the applicable plan or arrangement and shall not be treated as benefits or payments provided under the Plan. Without limiting the generality of the foregoing, any equity or equity- based awards outstanding at the time of your termination will be subject to the applicable plan under which they were granted and any applicable award agreement. Article 5. What Severance Payments Are Payable under the Plan If you are eligible to receive Severance Payments under Article 2 above, and you have not become ineligible for the receipt of such Severance Payments due to a disqualifying event as described in Article 3 above or other provisions of the Plan, you shall be entitled to the following severance payments (the "Severance Payments"): • A lump sum payment payable sixty (60) days following your Date of Termination equal to 2.0 multiplied by the sum of (i) your annual base salary on your Date of Termination (or, if higher, on the date of the Change-in-Control), and (ii) your target annual incentive bonus for the year in which the Date of Termination occurs (or, if higher, on the date of the Change-in-Control). For this purpose, your annual base salary and target annual incentive bonus, as applicable, shall be determined without regard to a reduction in such amounts that constitutes a Good Reason event. • A lump sum payment payable sixty (60) days following your Date of Termination equal to the then cost of the applicable premium for COBRA health continuation coverage for yourself and covered family members for twelve (12) months based on the type and level of health coverage, if any, in effect on your Date of Termination. If you die before receipt of all Severance Payments to which you are entitled, any payments due to you will be paid to your estate at the time they would have been payable to you. The Company's obligations to make Severance Payments to you are conditioned upon your timely execution (without revocation) of a separation agreement and a general release of all claims related to your employment and the termination of your employment in a form satisfactory to Knowles (the "Separation Agreement and Release"). The Separation Agreement and Release shall include a confidentiality covenant, a non-disparagement covenant, a covenant for the protection of intellectual property, and other similar covenants, as more fully set forth in such Separation Agreement and Release. If you should fail to execute such Separation Agreement and Release within forty-five (45) days following the Date of Termination or should you later revoke or violate the Separation Agreement and Release, the Company shall not have any obligation to make the payments


 
4 contemplated under this Plan, you shall have no rights to any such payments and you shall refund any Severance Payments made to you. Notwithstanding any other provision of this Plan to the contrary, if you receive severance benefits under the Executive Severance Plan due to a covered termination during the first three months of the Protected Period and you become entitled to Severance Benefits under this Plan due to the occurrence of a Change in Control, any Severance Benefits payable under this Plan shall be reduced by the amount of the Severance Benefits payable under the Executive Severance Plan; provided, however that any reduction shall be made in a manner that does not violate section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). In no event shall any person be entitled to Severance Benefits under the Plan and any other plan, policy, program or arrangement, including the Executive Severance Plan, for the same termination event. Article 6. Claw-Back Provisions In addition to the right of the Company under Article 3(c) and Article 5 to recover amounts paid to you, in the event that you shall (i) breach the non-disparagement, confidentiality, intellectual property or other covenants or provisions of the Separation Agreement and Release, or (ii) be required by any claw-back policies of the Company, as in effect from time to time, or by applicable law, to refund payments received from the Company as the result of a restatement of the financial statements of Knowles or any of its affiliates or other events or conduct as may be specified in such policies from time to time or as may be required by applicable law, you shall be obligated promptly to refund the Severance Payments made to you. Knowles or any of its affiliates may take appropriate legal action to seek to recover any Severance Payments from you or your estate. Article 7. Withholding Taxes Severance Payments are subject to all applicable federal, state, local and non-U.S. tax withholdings. Article 8. Section 409A of the Code Notwithstanding any other provision of the Plan, if any payment, compensation or other benefit provided to you in connection with your employment termination is determined, in whole or in part, to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and you are a "specified employee" as defined in Code Section 409A(a)(2)(b)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after your Date of Termination (such date, the "New Payment Date"). The aggregate of any payments that otherwise would have been paid to you during the period between your Date of Termination and the New Payment Date shall be paid to you in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled in accordance with the terms of the Plan. If you die during the period between the Date of Termination and the New Payment Date, the amounts withheld on account of Code Section 409A shall be paid to your estate within ninety (90) days of your death. The provisions of the Plan are intended to be exempt from, or to comply with, the requirements of Code Section 409A, including without limitation, with the separation pay exemption and short-term deferral exemption of Code Section 409A. The Plan shall in all respects be administered in accordance with Code Section 409A and shall be interpreted in a manner to conform to the requirements of Code Section 409A. Notwithstanding anything in the Plan to the contrary, distributions may only be made under the Plan upon an event and in a manner permitted by Code Section 409A or an applicable exemption. All payments to be made upon a termination of employment under the Plan may only be made upon a "separation from service" or "termination of employment" within the meaning of Code Section 409A.


 
5 For purposes of Code Section 409A, the right to a series of installment payments under the Plan shall be treated as a right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment. While the payments provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event will Knowles of any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on any person as a result of Section 409A of the Code. Article 9. Excess Parachute Payments In the event that Knowles determines that any payment or distribution to you by the Company in connection with a Change-in-Control, whether paid or payable under this Plan or by reason of any other agreement, policy, plan, program or arrangement, including without limitation, any long-term incentive plan (including any equity plan) or nonqualified deferred compensation plan (a "Payment") would be subject to the excise tax imposed by Code Section 4999 (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the "Excise Tax"), and you would receive a greater net after-tax amount (taking into account all applicable taxes payable by you, including any excise tax under Code Section 4999) by applying the reduction contained in this Article 9, then the Severance Payments to you under this Plan shall be reduced (but not below zero) to the maximum amount which may be paid without you becoming subject to such an excise tax under Code Section 4999 (such reduced payments to be referred to as the "Payment Cap"). In the event that you are subject to the Payment Cap, payments to you under this Plan will be reduced in reverse chronological order such that the last payments to be made to you will be reduced first until the Payment Cap is reached; provided, however, that any payments that are not subject to Section 409A of the Code shall be reduced before any payments that are subject to Section 409A of the Code. The tax and benefit calculations contemplated by this paragraph shall be performed by Knowles's accountants or tax counsel, the fees of which shall be paid by Knowles, including any fees incurred in connection with the audit of your tax return or appeal from any assessment. Article 10. Administration of Plan The "Plan Administrator" shall have the exclusive right, power, and authority, in its sole and absolute discretion, to administer, apply, and interpret the Plan and to decide all matters arising in connection with the operation or administration of the Plan to the extent not retained by Knowles as set forth herein. Without limiting the generality of the foregoing, the Plan Administrator shall have the sole and absolute discretionary authority to: • Make determinations as to whether an employee is, or is not, an Eligible Executive; • Take all actions and make all decisions with respect to the eligibility for, and the amount of, Severance Payments payable under the Plan; • Formulate, interpret and apply rules, regulations, and policies necessary to administer the Plan in accordance with its terms; • Decide questions, including legal or factual questions, with regard to any matter related to the Plan; • Conclusively construe and interpret the terms and provisions of the Plan and all documents which relate to the Plan and decide any and all matters arising thereunder including the right to remedy possible ambiguities, inconsistencies or omissions;


 
6 • Investigate and make such factual or other determinations as shall be necessary or advisable for the resolution of appeals of adverse determinations under the Plan; and • Process, and approve or deny, claims for Severance Payments under the Plan and any appeals. All determinations made by the Plan Administrator as to any question involving its respective responsibilities, powers and duties under the Plan shall be final and binding on all parties, to the maximum extent permitted by law. All determinations by Knowles referred to in the Plan shall be made by Knowles in its capacity as an employer and settlor of the Plan. Article 11. Modification or Termination of Plan Knowles reserves the right, in its sole and absolute discretion, to amend, modify, or terminate the Plan, in whole or in part, including any or all of the provisions of the Plan, for any reason, at any time, by action of the Compensation Committee of Knowles's Board of Directors ("Compensation Committee"). This Plan does not give an Eligible Executive any vested right to Severance Payments. If the Plan is amended or terminated, your rights to receive Severance Payments may be eliminated. No individual may become entitled to benefits or other rights under the Plan after the Plan is terminated. In the event that an amendment to the Plan to be effective on or after a Change-in-Control, is in the aggregate materially adverse to you (taking into account any aspects of such amendments that are beneficial to you), or the Plan is terminated on or after a Change-in-Control, no such amendment or termination shall be effective before the second anniversary of the Change-in-Control. In the event that a Change-in-Control occurs within twelve months after the effective date of an amendment to the Plan that is in the aggregate materially adverse to you (taking into account any aspects of such amendments that are beneficial to you), or the Plan is terminated twelve months prior to a Change-in-Control, such amendment or termination shall not be effective. Article 12. Claims and Appeal Procedures Generally, it is not expected that an Eligible Executive will need to make a claim for benefits under the Plan. The Plan Administrator shall make a determination in connection with the termination of employment of an Eligible Executive as to whether a Severance Payment under the Plan is payable to such Eligible Executive and the amount thereof, taking into consideration any determination made by Knowles as to the circumstances regarding the termination, the potential applicability of a disqualifying event, or the Plan Administrator's decision as to whether an employee is an Eligible Executive under the Plan. The Plan Administrator shall advise any Eligible Executive it determines is entitled to Severance Payments under the Plan as to the amount of Severance Payments payable under the Plan. The Plan Administrator may delegate any or all of its responsibilities under this section. a. Claim Procedures If, an Eligible Executive believes that he or she is entitled to payments and benefits under the Plan that are not provided to him or her or who disagrees with a decision to require him or her to repay an amount under the Plan the Eligible Executive or his authorized representative (the "Claimant") may submit a claim to the Plan Administrator in writing. Within ninety (90) days after receiving a claim, the Claimant will be notified of the Plan Administrator's decision with respect to the Claim. will decide whether or not to approve the claim. The ninety (90)-day period may be extended by the Plan Administrator up to an additional ninety (90)-day period if special circumstances require an extension of time to consider the claim. If the Plan Administrator extends the ninety (90)-day period, the Claimant will be notified in writing before the expiration of the initial ninety


 
7 (90)-day period as to the length of the extension and the special circumstances that necessitate the extension. A claim will be deemed denied if the Plan Administrator fails to notify the Participant within 90 days after receipt of the claim, plus any extension of time for processing the claim not to exceed 90 additional days, as special circumstances require. If the claim is denied, the Plan Administrator shall set forth in writing (which notice may be electronic) the reasons for the denial; the relevant provisions of the Plan on which the decision is made; a description of the Plan's claim appeal procedures; and, if additional material or information is necessary to perfect the claim, an explanation of why such material or information is necessary. The notice will also include a statement regarding the procedures for the Claimant to file a request for review of the claim denial as set forth in the "Appeal Procedures" sub-section below. b. Appeal Procedures If a claim has been denied by the Plan Administrator and the Claimant wishes further consideration and review of his or her claim, he or she must file a written appeal of the denial of the claim to the Plan Administrator no later than sixty (60) days after the receipt of the written notification of the Plan Administrator's denial. In connection with his or her appeal, the Claimant may request the opportunity to review relevant documents prior to submission of a written statement, submit documents, records and comments in writing, and receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the Claimant's claim under the Plan. The review of the appeal by the Plan Administrator will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. The Plan Administrator will notify the Claimant in writing (which notice may be electronic) of the Plan Administrator's decision with respect to its review of the appeal within sixty (60) days of the receipt of the request for a review of the claim. Due to special circumstances, the Plan Administrator may extend the time to reach a decision with respect to the appeal of the claim denial, in which case the Plan Administrator will notify the Claimant in writing before the expiration of the initial 60-day period as to the length of the extension and the special circumstances that necessitate such extension and render a decision as soon as possible, but not later than one hundred twenty (120) days following the receipt of the Claimant's request for appeal. If the appeal is denied, the Plan Administrator will set forth in writing (which notice may be electronic) the specific reasons for the denial and references to the relevant Plan provisions on which the determination of the denial is based. The notice will also include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim, and a statement of the Claimant's right to bring an action under Section 502(a) of ERISA. Any decision on appeal will be final, conclusive and binding upon all parties. If the appeal is denied, however, the Claimant will be advised of his or her right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") following a claim denial on appeal. c. Exhaustion of Remedies under the Plan A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within one (1) year of the date the final decision on the adverse benefit


 
8 determination on review is issued or should have been issued or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator. A Claimant may bring an action under ERISA only after he or she has exhausted the Plan's claims and appeal procedures. Article 13. Miscellaneous Provisions • The records of the Company with respect to employment history, compensation, absences, illnesses, and all other relevant matters shall be conclusive for all purposes of this Plan. • The respective terms and provisions of the Plan shall be construed, whenever possible, to be in conformity with the requirements of ERISA, or any subsequent laws or amendments thereto. To the extent not to conflict with the preceding sentence, the construction and administration of the Plan shall be in accordance with the laws of the state of Illinois applicable to contracts made and to be performed within the state of Illinois (without reference to its conflicts of law provisions). • Nothing contained in this Plan shall be held or construed to create any liability upon the Company to retain any employee in its service or to change the employee-at-will status of any employee. All employees shall remain subject to the same terms and conditions of employment and discharge or discipline to the same extent as if the Plan had not been put into effect. An employee's failure to qualify for, or receive, a Severance Payment under the Plan shall not establish any right to (i) continuation or reinstatement, or (ii) any benefits in lieu of Severance Payments. • The Company has the right to cancel a proposed termination of employment or reschedule a termination date at any time before your employment terminates. You will not become eligible for Severance Payments if your termination date is cancelled or if you voluntarily terminate employment before the termination date specified or rescheduled by the Company. • Severance Payments under this Plan are not intended to duplicate such (i) payments and benefits as may be provided to you under state, local, federal or non-US plant shut down, mass layoff or similar laws, such as the WARN Act or (ii) payments in the nature of severance or separation pay, termination allowances or indemnities, and/or pay or benefits in lieu of notice, pay and/or benefits for service during any notice period, or any similar type of payment or benefit under any non-US plan, program or policy, under any non-US contract or agreement or between a union, works council or other collective bargaining entity or employee representative and Knowles or any of its affiliates, or under applicable non-US laws or regulations. Should payments or benefits under such laws or other arrangements become payable to you, payments under this Plan will be offset or reduced (but not below zero) by all payments and benefits to which you are entitled under such other laws or arrangements, or alternatively, Severance Payments previously paid under this Plan will be treated as having been paid to satisfy such other benefit obligations to the extent permitted by applicable law. In either case, the Plan Administrator, in its sole discretion, will determine how to apply this provision and may override other provisions in this Plan in doing so. • At all times, payments under the Plan shall be made from the general assets of the Company. • Should any provisions of the Plan be deemed or held to be unlawful or invalid for any reason, the balance of the Plan shall remain in effect, unless it is amended or terminated as provided in the Plan.


 
9 • Except as required by law, the Severance Payments will not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind, and any attempt to cause such payments to be so subjected will not be recognized. • If any overpayment is made under the Plan for any reason, the Plan Administrator will have the right to recover the overpayment. • Knowles shall cause this Plan to be assumed by a successor of Knowles, whether such succession occurs by merger, asset sale or otherwise. • Any notice or other written communication required or permitted pursuant to the terms of the Plan shall have been duly given (i) immediately when delivered by hand, (ii) three days after being mailed by United States Mail, first class, postage prepaid (or such local equivalent thereof), addressed to the intended recipient at his, her or its last known address, (iii) on the next business day after deposit with a courier or overnight delivery service post paid for next-day delivery and addressed in accordance with the last known address, or (iv) immediately upon delivery by facsimile or email to the telephone number or email address provided by a party for the receipt of notice. Article 14. Definitions Beneficial Owner Shall have the meaning set forth in Rule 13d-3 under the "Securities Exchange Act of 1934" ("Exchange Act"), except that a "Person" shall not be deemed to be the "Beneficial Owner" of any securities which are properly reported on a Form 13-F. Cause • You have engaged in conduct that constitutes willful misconduct, dishonesty, or gross negligence in the performance of your duties; you breach your fiduciary duties to your employer; or your willful failure to carry out the lawful directions of the person(s) to whom you report; • You have engaged in conduct which is demonstrably and materially injurious to your employer, or that materially harms the reputation, good will, or business of your employer; • You have engaged in conduct which is reported in the general or trade press or otherwise achieves general notoriety and which is scandalous, immoral or illegal; • You have been convicted of, or entered a plea of guilty or nolo contendere (or similar plea) to, a crime that constitutes a felony, or a crime that constitutes a misdemeanor involving moral turpitude, dishonesty or fraud; • You have been found liable in any Securities and Exchange Commission or other civil or criminal securities law action or any cease and desist order applicable to you is entered (regardless of whether or not you admit or deny liability); • You have used or disclosed, without authorization, confidential or proprietary information of Knowles or its Subsidiaries; you have breached any written agreement with the Company not to disclose any information pertaining to Knowles or its Subsidiaries or their customers, suppliers and businesses; or you have breached any applicable agreement relating to non-solicitation, non-


 
10 competition, or the ownership or protection of the intellectual property of Knowles or its Subsidiaries; or • You have breached any of the Company's policies applicable to you, whether currently in effect or adopted after the Effective Date of the Plan. Change-in- Control A Change-in-Control shall be deemed to have taken place upon the occurrence of any of the following events: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Knowles (not including in the securities beneficially owned by such Person, any securities acquired directly from Knowles or its affiliates) representing 20% or more of either the then outstanding shares of common stock of Knowles or the combined voting power of Knowles's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of sub-paragraph (iii) below. For purposes of this definition, the term "affiliate" shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Knowles; or (ii) the following individuals cease for any reason to constitute a majority of the members of Knowles's Board of Directors then serving: individuals who, on the Effective Date of the Plan, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Knowles) whose appointment or election by the Board or nomination for election by Knowles's stockholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or (iii) there is consummated a merger or consolidation of Knowles or any direct or indirect subsidiary of Knowles with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of Knowles outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of Knowles or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of Knowles (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Knowles (not including in the securities Beneficially Owned by such Person any securities acquired directly from Knowles or its affiliates) representing 20% or more of either the then outstanding shares of common stock of Knowles or the combined voting power of Knowles's then outstanding securities; or (iv) the stockholders of Knowles approve a plan of complete liquidation or dissolution of Knowles or an agreement is entered into for the sale or disposition by Knowles of all or substantially all of Knowles's assets, other than a sale or disposition by Knowles of all or substantially all of Knowles's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of Knowles in substantially the same proportions as their ownership of Knowles immediately prior to such transaction or series of transactions.


 
11 Date of Termination The date on which you incur a termination of employment or such other date on which you incur a "separation from service" determined under the provisions set forth in Section 1.409A-1(h) of the Treasury Regulations or any successor provisions. Pursuant to such provisions, you will be treated as no longer performing services for the Company when the level of services you perform for the Company decreases to a level equal to 20% or less of the average level of services performed by you during the immediately preceding thirty-six (36) months. Disability Disability shall be defined as set forth under the Company-sponsored Long-Term Disability Benefits Plan that covers you, as such plan shall be in effect from time to time. Any dispute concerning whether you are deemed to have suffered a Disability for purposes of the Plan shall be resolved in accordance with the dispute resolution procedures set forth in the Company-sponsored Long-Term Disability Benefits Plan in which you participate. Good Reason The occurrence of any of the following events without your written consent: • A material reduction in (i) the rate of your annual base salary (other than a salary reduction not to exceed 10% that applies to all other similarly-situated Eligible Executives in the Plan), (ii) the target level of your annual bonus, or (iii) the grant value to you of your long-term incentive awards; • Any material and adverse change in your title; • Any material and adverse reduction in your authorities, responsibilities, or reporting relationships; or • The relocation of your principal place of employment to a location more than fifty (50) miles from your principal place of employment (unless such relocation does not increase your commute by more than twenty (20) miles), except for required travel on the Company's business. Plan Administrator With respect to Severance Payments payable to the Chief Financial Officer or the Senior Vice President – Human Resources, the Compensation Committee. With respect to all other matters under the Plan, the Senior Vice President- Human Resources of Knowles or successor position. Person Shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) Knowles or any of its affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of Knowles or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of Knowles in substantially the same proportions as their ownership of stock of Knowles. Subsidiary An entity in which Knowles owns, directly or indirectly, at least 50% of the equity or voting interests Article 15. Effective Date of Plan The Plan, as set forth herein, is effective as of April 28, 2026. SUMMARY OF ERISA RIGHTS Your Rights Under ERISA


 
12 The Department of Labor has issued regulations that require the Plan Administrator to provide you with a statement of your rights under ERISA with respect to this Plan. The following statement was designated by the Department of Labor to satisfy this requirement and is presented accordingly. As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants are entitled to: Receive Information About Your Plan and Benefits 1. Examine, without charge, all Plan documents and copies of all documents filed by Knowles with the Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. This includes annual reports and Plan descriptions. All such documents are available for review from the Knowles Human Resources Department. 2. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series) and any updated summary plan description. The Plan Administrator may charge you a reasonable fee for the copies. 3. Receive a summary of the Plan's annual financial report. Once each year, the Plan Administrator will send you a Summary Annual Report of the Plan's financial activities at no charge. Prudent Action by Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. Enforcing Your Rights If your claim for Severance Payments is denied or ignored in whole or in part, you have a right to receive a written explanation of the reason for the denial, to obtain copies of documents related to the decision without charge, and to appeal any denial, all within certain time schedules. You have the right to have your claim reviewed and reconsidered as explained in the "Claims and Appeal Procedures" section. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within thirty (30) days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for Severance Payments which is denied or ignored, in whole or in part, you may file suit in a state or federal court after you have exhausted the Plan's claims and appeal procedures as described in the section "Claims and Appeal Procedures" hereof. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.


 
13 Assistance with Your Questions If you have any questions about the Plan, you should contact the Plan Administrator through the Knowles Human Resources Department. They will be glad to help you. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest Area Office of the Employee Benefits Security Administration, Department of Labor, listed in your telephone directory, or you may contact: The Division of Technical Assistance and Inquiries Employee Benefits Security Administration, U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 1-866-444-3272. Administrative Facts Plan Name Knowles Corporation Senior Executive Change-in-Control Severance Plan Plan Sponsor Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Type of Plan The Plan is a welfare benefit plan that provides severance benefits Source of Contributions to Plan Employer payments from general corporate assets Plan Year The Plan Year is January 1 through December 31 Employer Identification Number 90-1002689 Plan Number 511 Plan Administrator Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Agent for Receiving Service of Legal Process General Counsel Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Legal Process can also be served on the Plan Administrator Contact Information


 
14 If you have questions about this Plan, please contact Knowles Human Resources at the coordinates below and they will provide you with this information. Knowles Human Resources Phone: 630-238-5100 Fax: 630-773-3744


 
KNOWLES CORPORATION CHIEF EXECUTIVE OFFICER CHANGE-IN-CONTROL SEVERANCE PLAN (Effective April 28, 2026) Introduction This Knowles Corporation Chief Executive Officer Change-in-Control Severance Plan (the "Plan") sets forth the policy of Knowles Corporation, a Delaware corporation ("Knowles" or "Company") with respect to "Severance Payments" (as defined in Article 5) payable to the Company's Chief Executive Officer ("CEO") under the Plan. This CEO Change-in-Control Severance Plan constitutes the plan document and summary plan description for the Plan. Certain capitalized terms not otherwise defined in the text are defined in Article 14 of the Plan. Article 1. Who is Eligible for Participation in the Plan a. Eligible Executives. The Chief Executive Officer of Knowles Corporation shall be the only "Eligible Executive" eligible to receive Severance Payments under the Plan. b. Effect of Employment Agreement. You shall not be eligible to participate in the Plan if you are party to a written agreement with the Company that provides for severance payments to you upon, or following, the termination of your employment or following a Change in Control. c. Other Plans. If you are eligible to participate in and receive benefits under this Plan, you shall not be eligible to participate in and receive any severance benefits under any other severance plan, policy, practice, or arrangement maintained by the Company for the same event, including, for the avoidance of doubt, if you become eligible to receive Severance Payments under this Plan, you shall not be eligible to receive Severance Payments under the Knowles Corporation Chief Executive Officer Severance Plan (the "CEO Severance Plan"). Article 2. How Do You Become Eligible for Severance Payments under the Plan You will be eligible for Severance Payments under the Plan if you are the Chief Executive Officer and during the three (3) month period prior to or within eighteen (18) months following a Change-in-Control (the "Protected Period") your employment is terminated as a result of a Termination Without Cause or as a result of a Good Reason Termination. a. Termination Without Cause. Your employment is terminated by the Company without "Cause" ("Termination Without Cause"); or b. Good Reason Termination. You terminate your employment with the Company for "Good Reason" by giving a notice of termination for Good Reason under the procedures set forth in this Article 2 ("Good Reason Termination"); • You may elect to terminate your employment for Good Reason during the Protected Period by giving written notice ("Good Reason Notice") to the Plan Administrator of the events that you believe constitute Good Reason. A Good Reason Notice must be provided within sixty (60) days after the event(s) that constitute Good Reason first occurred and within the Protected Period. If the Company shall fail to cure the events constituting Good Reason as set forth in the Good Reason Notice within thirty (30) days of the receipt of such Good Reason Notice, you must give notice of a Good Reason termination within thirty (30) days after the expiration of the cure period (sixty


 
2 (60) days after the event(s) that constitute Good Reason first occurred) and within the Protected Period. Notwithstanding the foregoing, in the event that your employment terminates during the portion of the Protected Period that precedes a Change in Control, you may provide a Good Reason Notice within sixty (60) days after the date of the Change in Control and no cure period or notice of termination will apply. • The Plan Administrator may waive all or part of the thirty (30) day cure period for you to provide the notice of Good Reason termination by giving written notice to you. Article 3. What Events Make You Ineligible for Severance Payments under the Plan You will only be entitled to Severance Payments under the Plan if you satisfy the requirements of Article 2. You shall not be entitled to receive Severance Payments under this Plan if any of the following disqualifying events occur: a. Death or Disability. Your employment terminates due to death or upon your "Disability". b. Voluntary Termination. You terminate your employment with the Company or a successor for any reason, including without limitation retirement, other than for Good Reason ("Voluntary Termination"). A Voluntary Termination includes, without limitation, a termination by you (i) after a failure by you to give a timely notice of termination for Good Reason, or (ii) after the Company timely cures the event(s) that are claimed to constitute Good Reason. c. Termination for Cause. Your employment with the Company is terminated for Cause ("Termination for Cause"). • Your employment may be terminated for Cause by the Company effective upon the giving of written notice to you of such Termination for Cause, or effective upon another date as specified in such notice ("Notice of Termination for Cause"). • If within one (1) year after your employment terminates as the result of Good Reason Termination or Termination Without Cause, Knowles or its applicable affiliate determines that your employment could have been Terminated for Cause, your prior termination shall be recharacterized as a Termination for Cause upon Knowles or its applicable affiliate giving written notice to you (or to your estate in the event of your death). You (or your estate) shall have thirty (30) days to provide a written response to Knowles or its applicable affiliate. To the extent that the Company does not reverse its determination after receipt of your response, if any, you (or your estate) shall be obligated promptly to repay any Severance Payments paid to you under the Plan. Knowles or any of its affiliates may take appropriate legal action to seek to recover any Severance Payments from you or your estate. d. Sale. You work for a division, subdivision, plant, location, or entity which is sold or otherwise transferred to an entity other than Knowles and its Subsidiaries in a transaction that does not constitute a Change-in-Control, regardless of whether the new owner offers continued or comparable employment to you. e. New Employer. You begin working for another employer (whether regular or temporary and whether full-time or part-time) in any capacity, including as a consultant or independent contractor, before your "Date of Termination". You are required to immediately notify the Plan Administrator in writing if you begin another job prior to your Date of Termination.


 
3 Article 4. What Amounts Other than Severance Payments May be Payable to You Regardless of whether you are eligible for Severance Payments under the Plan, you may be entitled to receive benefits (other than severance payments) for which you are expressly eligible following your Date of Termination to the extent you are entitled under the terms and conditions of any other plans, policies, programs and/or arrangements of the Company and any benefits payable under such plans will be provided in accordance with the terms of the applicable plan or arrangement and shall not be treated as benefits or payments provided under the Plan. Without limiting the generality of the foregoing, any equity or equity- based awards outstanding at the time of your termination will be subject to the applicable plan under which they were granted and any applicable award agreement. Article 5. What Severance Payments Are Payable under the Plan If you are eligible to receive Severance Payments under Article 2 above, and you have not become ineligible for the receipt of such Severance Payments due to a disqualifying event as described in Article 3 above or other provisions of the Plan, you shall be entitled to the following severance payments (the "Severance Payments"): • A lump sum payment payable sixty (60) days following your Date of Termination equal to 2.0 multiplied by the sum of (i) your annual base salary on your Date of Termination (or, if higher, on the date of the Change-in-Control), and (ii) your target annual incentive bonus for the year in which the Date of Termination occurs (or, if higher, on the date of the Change-in-Control). For this purpose, your annual base salary and target annual incentive bonus, as applicable, shall be determined without regard to a reduction in such amounts that constitutes a Good Reason event. • A lump sum payment payable sixty (60) days following your Date of Termination equal to the then cost of the applicable premium for COBRA health continuation coverage for yourself and covered family members for twenty-four (24) months based on the type and level of health coverage, if any, in effect on your Date of Termination. If you die before receipt of all Severance Payments to which you are entitled, any payments due to you will be paid to your estate at the time they would have been payable to you. The Company's obligations to make Severance Payments to you are conditioned upon your timely execution (without revocation) of a separation agreement and a general release of all claims related to your employment and the termination of your employment in a form satisfactory to Knowles (the "Separation Agreement and Release"). The Separation Agreement and Release shall include a confidentiality covenant, a non-disparagement covenant, a covenant for the protection of intellectual property, and other similar covenants, as more fully set forth in such Separation Agreement and Release. If you should fail to execute such Separation Agreement and Release within forty-five (45) days following the Date of Termination or should you later revoke or violate the Separation Agreement and Release, the Company shall not have any obligation to make the payments contemplated under this Plan, you shall have no rights to any such payments and you shall refund any Severance Payments made to you. Notwithstanding any other provision of this Plan to the contrary, if you receive severance benefits under the Executive Severance Plan due to a covered termination during the first three months of the Protected Period and you become entitled to Severance Benefits under this Plan due to the occurrence of a Change in Control, any Severance Benefits payable under this Plan shall be reduced by the amount of the Severance Benefits payable under the Executive Severance Plan; provided, however that any reduction shall be made in a manner that does not violate section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). In no event shall any person be entitled to Severance Benefits under the Plan and any other plan, policy, program or arrangement, including the Executive Severance Plan, for the same termination event.


 
4 Article 6. Claw-Back Provisions In addition to the right of the Company under Article 3(c) and Article 5 to recover amounts paid to you, in the event that you shall (i) breach the non-disparagement, confidentiality, intellectual property or other covenants or provisions of the Separation Agreement and Release, or (ii) be required by any claw-back policies of the Company, as in effect from time to time, or by applicable law, to refund payments received from the Company as the result of a restatement of the financial statements of Knowles or any of its affiliates or other events or conduct as may be specified in such policies from time to time or as may be required by applicable law, you shall be obligated promptly to refund the Severance Payments made to you. Knowles or any of its affiliates may take appropriate legal action to seek to recover any Severance Payments from you or your estate. Article 7. Withholding Taxes Severance Payments are subject to all applicable federal, state, local and non-U.S. tax withholdings. Article 8. Section 409A of the Code Notwithstanding any other provision of the Plan, if any payment, compensation or other benefit provided to you in connection with your employment termination is determined, in whole or in part, to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and you are a "specified employee" as defined in Code Section 409A(a)(2)(b)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after your Date of Termination (such date, the "New Payment Date"). The aggregate of any payments that otherwise would have been paid to you during the period between your Date of Termination and the New Payment Date shall be paid to you in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled in accordance with the terms of the Plan. If you die during the period between the Date of Termination and the New Payment Date, the amounts withheld on account of Code Section 409A shall be paid to your estate within ninety (90) days of your death. The provisions of the Plan are intended to be exempt from, or to comply with, the requirements of Code Section 409A, including without limitation, with the separation pay exemption and short-term deferral exemption of Code Section 409A. The Plan shall in all respects be administered in accordance with Code Section 409A and shall be interpreted in a manner to conform to the requirements of Code Section 409A. Notwithstanding anything in the Plan to the contrary, distributions may only be made under the Plan upon an event and in a manner permitted by Code Section 409A or an applicable exemption. All payments to be made upon a termination of employment under the Plan may only be made upon a "separation from service" or "termination of employment" within the meaning of Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under the Plan shall be treated as a right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment. While the payments provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event will Knowles of any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on any person as a result of Section 409A of the Code.


 
5 Article 9. Excess Parachute Payments In the event that Knowles determines that any payment or distribution to you by the Company in connection with a Change-in-Control, whether paid or payable under this Plan or by reason of any other agreement, policy, plan, program or arrangement, including without limitation, any long-term incentive plan (including any equity plan) or nonqualified deferred compensation plan (a "Payment") would be subject to the excise tax imposed by Code Section 4999 (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the "Excise Tax"), and you would receive a greater net after-tax amount (taking into account all applicable taxes payable by you, including any excise tax under Code Section 4999) by applying the reduction contained in this Article 9, then the Severance Payments to you under this Plan shall be reduced (but not below zero) to the maximum amount which may be paid without you becoming subject to such an excise tax under Code Section 4999 (such reduced payments to be referred to as the "Payment Cap"). In the event that you are subject to the Payment Cap, payments to you under this Plan will be reduced in reverse chronological order such that the last payments to be made to you will be reduced first until the Payment Cap is reached; provided, however, that any payments that are not subject to Section 409A of the Code shall be reduced before any payments that are subject to Section 409A of the Code. The tax and benefit calculations contemplated by this paragraph shall be performed by Knowles's accountants or tax counsel, the fees of which shall be paid by Knowles, including any fees incurred in connection with the audit of your tax return or appeal from any assessment. Article 10. Administration of Plan The "Plan Administrator" shall have the exclusive right, power, and authority, in its sole and absolute discretion, to administer, apply, and interpret the Plan and to decide all matters arising in connection with the operation or administration of the Plan to the extent not retained by Knowles as set forth herein. Without limiting the generality of the foregoing, the Plan Administrator shall have the sole and absolute discretionary authority to: • Take all actions and make all decisions with respect to the eligibility for, and the amount of, Severance Payments payable under the Plan; • Formulate, interpret and apply rules, regulations, and policies necessary to administer the Plan in accordance with its terms; • Decide questions, including legal or factual questions, with regard to any matter related to the Plan; • Conclusively construe and interpret the terms and provisions of the Plan and all documents which relate to the Plan and decide any and all matters arising thereunder including the right to remedy possible ambiguities, inconsistencies or omissions; • Investigate and make such factual or other determinations as shall be necessary or advisable for the resolution of appeals of adverse determinations under the Plan; and • Process, and approve or deny, claims for Severance Payments under the Plan and any appeals. All determinations made by the Plan Administrator as to any question involving its respective responsibilities, powers and duties under the Plan shall be final and binding on all parties, to the maximum extent permitted by law. All determinations by Knowles referred to in the Plan shall be made by Knowles in its capacity as an employer and settlor of the Plan.


 
6 Article 11. Modification or Termination of Plan Knowles reserves the right, in its sole and absolute discretion, to amend, modify, or terminate the Plan, in whole or in part, including any or all of the provisions of the Plan, for any reason, at any time, by action of the Compensation Committee of Knowles's Board of Directors ("Compensation Committee"). This Plan does not give the Eligible Executive any vested right to Severance Payments. If the Plan is amended or terminated, your rights to receive Severance Payments may be eliminated. No individual may become entitled to benefits or other rights under the Plan after the Plan is terminated. In the event that an amendment to the Plan to be effective on or after a Change-in-Control, is in the aggregate materially adverse to you (taking into account any aspects of such amendments that are beneficial to you), or the Plan is terminated on or after a Change-in-Control, no such amendment or termination shall be effective before the second anniversary of the Change-in-Control. In the event that a Change-in-Control occurs within twelve months after the effective date of an amendment to the Plan that is in the aggregate materially adverse to you (taking into account any aspects of such amendments that are beneficial to you), or the Plan is terminated twelve months prior to a Change-in-Control, such amendment or termination shall not be effective. Article 12. Claims and Appeal Procedures Generally, it is not expected that the Eligible Executive will need to make a claim for benefits under the Plan. The Plan Administrator shall make a determination in connection with the termination of employment of the Eligible Executive as to whether a Severance Payment under the Plan is payable to the Eligible Executive and the amount thereof, taking into consideration any determination made by Knowles as to the circumstances regarding the termination, or the potential applicability of a disqualifying event. The Plan Administrator shall advise the Eligible Executive as to the amount of Severance Payments payable under the Plan. The Plan Administrator may delegate any or all of its responsibilities under this section. a. Claim Procedures If, the Eligible Executive believes that he or she is entitled to payments and benefits under the Plan that are not provided to him or her or who disagrees with a decision to require him or her to repay an amount under the Plan the Eligible Executive or his authorized representative (the "Claimant") may submit a claim to the Plan Administrator in writing. Within ninety (90) days after receiving a claim, the Claimant will be notified of the Plan Administrator's decision with respect to the Claim. will decide whether or not to approve the claim. The ninety (90)-day period may be extended by the Plan Administrator up to an additional ninety (90)-day period if special circumstances require an extension of time to consider the claim. If the Plan Administrator extends the ninety (90)-day period, the Claimant will be notified in writing before the expiration of the initial ninety (90)-day period as to the length of the extension and the special circumstances that necessitate the extension. A claim will be deemed denied if the Plan Administrator fails to notify the Participant within 90 days after receipt of the claim, plus any extension of time for processing the claim not to exceed 90 additional days, as special circumstances require. If the claim is denied, the Plan Administrator shall set forth in writing (which notice may be electronic) the reasons for the denial; the relevant provisions of the Plan on which the decision is made; a description of the Plan's claim appeal procedures; and, if additional material or information is necessary to perfect the claim, an explanation of why such material or information is necessary. The notice will also include a statement regarding the procedures for the Claimant to file a request for review of the claim denial as set forth in the "Appeal Procedures" sub-section below. b. Appeal Procedures


 
7 If a claim has been denied by the Plan Administrator and the Claimant wishes further consideration and review of his or her claim, he or she must file a written appeal of the denial of the claim to the Plan Administrator no later than sixty (60) days after the receipt of the written notification of the Plan Administrator's denial. In connection with his or her appeal, the Claimant may request the opportunity to review relevant documents prior to submission of a written statement, submit documents, records and comments in writing, and receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the Claimant's claim under the Plan. The review of the appeal by the Plan Administrator will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. The Plan Administrator will notify the Claimant in writing (which notice may be electronic) of the Plan Administrator's decision with respect to its review of the appeal within sixty (60) days of the receipt of the request for a review of the claim. Due to special circumstances, the Plan Administrator may extend the time to reach a decision with respect to the appeal of the claim denial, in which case the Plan Administrator will notify the Claimant in writing before the expiration of the initial 60-day period as to the length of the extension and the special circumstances that necessitate such extension and render a decision as soon as possible, but not later than one hundred twenty (120) days following the receipt of the Claimant's request for appeal. If the appeal is denied, the Plan Administrator will set forth in writing (which notice may be electronic) the specific reasons for the denial and references to the relevant Plan provisions on which the determination of the denial is based. The notice will also include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim, and a statement of the Claimant's right to bring an action under Section 502(a) of ERISA. Any decision on appeal will be final, conclusive and binding upon all parties. If the appeal is denied, however, the Claimant will be advised of his or her right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") following a claim denial on appeal. c. Exhaustion of Remedies under the Plan A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within one (1) year of the date the final decision on the adverse benefit determination on review is issued or should have been issued or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator. A Claimant may bring an action under ERISA only after he or she has exhausted the Plan's claims and appeal procedures. Article 13. Miscellaneous Provisions • The records of the Company with respect to employment history, compensation, absences, illnesses, and all other relevant matters shall be conclusive for all purposes of this Plan. • The respective terms and provisions of the Plan shall be construed, whenever possible, to be in conformity with the requirements of ERISA, or any subsequent laws or amendments thereto. To the extent not to conflict with the preceding sentence, the construction and administration of the Plan shall


 
8 be in accordance with the laws of the state of Illinois applicable to contracts made and to be performed within the state of Illinois (without reference to its conflicts of law provisions). • Nothing contained in this Plan shall be held or construed to create any liability upon the Company to retain any employee in its service or to change the employee-at-will status of any employee. All employees shall remain subject to the same terms and conditions of employment and discharge or discipline to the same extent as if the Plan had not been put into effect. An employee's failure to qualify for, or receive, a Severance Payment under the Plan shall not establish any right to (i) continuation or reinstatement, or (ii) any benefits in lieu of Severance Payments. • The Company has the right to cancel a proposed termination of employment or reschedule a termination date at any time before your employment terminates. You will not become eligible for Severance Payments if your termination date is cancelled or if you voluntarily terminate employment before the termination date specified or rescheduled by the Company. • Severance Payments under this Plan are not intended to duplicate such (i) payments and benefits as may be provided to you under state, local, federal or non-US plant shut down, mass layoff or similar laws, such as the WARN Act or (ii) payments in the nature of severance or separation pay, termination allowances or indemnities, and/or pay or benefits in lieu of notice, pay and/or benefits for service during any notice period, or any similar type of payment or benefit under any non-US plan, program or policy, under any non-US contract or agreement or between a union, works council or other collective bargaining entity or employee representative and Knowles or any of its affiliates, or under applicable non-US laws or regulations. Should payments or benefits under such laws or other arrangements become payable to you, payments under this Plan will be offset or reduced (but not below zero) by all payments and benefits to which you are entitled under such other laws or arrangements, or alternatively, Severance Payments previously paid under this Plan will be treated as having been paid to satisfy such other benefit obligations to the extent permitted by applicable law. In either case, the Plan Administrator, in its sole discretion, will determine how to apply this provision and may override other provisions in this Plan in doing so. • At all times, payments under the Plan shall be made from the general assets of the Company. • Should any provisions of the Plan be deemed or held to be unlawful or invalid for any reason, the balance of the Plan shall remain in effect, unless it is amended or terminated as provided in the Plan. • Except as required by law, the Severance Payments will not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind, and any attempt to cause such payments to be so subjected will not be recognized. • If any overpayment is made under the Plan for any reason, the Plan Administrator will have the right to recover the overpayment. • Knowles shall cause this Plan to be assumed by a successor of Knowles, whether such succession occurs by merger, asset sale or otherwise. • Any notice or other written communication required or permitted pursuant to the terms of the Plan shall have been duly given (i) immediately when delivered by hand, (ii) three days after being mailed by United States Mail, first class, postage prepaid (or such local equivalent thereof), addressed to the intended recipient at his, her or its last known address, (iii) on the next business day after deposit with a courier or overnight delivery service post paid for next-day delivery and addressed in accordance


 
9 with the last known address, or (iv) immediately upon delivery by facsimile or email to the telephone number or email address provided by a party for the receipt of notice. Article 14. Definitions Beneficial Owner Shall have the meaning set forth in Rule 13d-3 under the "Securities Exchange Act of 1934" ("Exchange Act"), except that a "Person" shall not be deemed to be the "Beneficial Owner" of any securities which are properly reported on a Form 13-F. Cause • You have engaged in conduct that constitutes willful misconduct, dishonesty, or gross negligence in the performance of your duties; you breach your fiduciary duties to your employer; or your willful failure to carry out the lawful directions of the person(s) to whom you report; • You have engaged in conduct which is demonstrably and materially injurious to your employer, or that materially harms the reputation, good will, or business of your employer; • You have engaged in conduct which is reported in the general or trade press or otherwise achieves general notoriety and which is scandalous, immoral or illegal; • You have been convicted of, or entered a plea of guilty or nolo contendere (or similar plea) to, a crime that constitutes a felony, or a crime that constitutes a misdemeanor involving moral turpitude, dishonesty or fraud; • You have been found liable in any Securities and Exchange Commission or other civil or criminal securities law action or any cease and desist order applicable to you is entered (regardless of whether or not you admit or deny liability); • You have used or disclosed, without authorization, confidential or proprietary information of Knowles or its Subsidiaries; you have breached any written agreement with the Company not to disclose any information pertaining to Knowles or its Subsidiaries or their customers, suppliers and businesses; or you have breached any applicable agreement relating to non-solicitation, non- competition, or the ownership or protection of the intellectual property of Knowles or its Subsidiaries; or • You have breached any of the Company's policies applicable to you, whether currently in effect or adopted after the Effective Date of the Plan. Change-in- Control A Change-in-Control shall be deemed to have taken place upon the occurrence of any of the following events: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Knowles (not including in the securities beneficially owned by such Person, any securities acquired directly from Knowles or its affiliates) representing 20% or more of either the then outstanding shares of common stock of Knowles or the combined voting power of Knowles's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of sub-paragraph (iii) below. For purposes of this definition, the term "affiliate" shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Knowles; or


 
10 (ii) the following individuals cease for any reason to constitute a majority of the members of Knowles's Board of Directors then serving: individuals who, on the Effective Date of the Plan, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Knowles) whose appointment or election by the Board or nomination for election by Knowles's stockholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or (iii) there is consummated a merger or consolidation of Knowles or any direct or indirect subsidiary of Knowles with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of Knowles outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of Knowles or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of Knowles (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Knowles (not including in the securities Beneficially Owned by such Person any securities acquired directly from Knowles or its affiliates) representing 20% or more of either the then outstanding shares of common stock of Knowles or the combined voting power of Knowles's then outstanding securities; or (iv) the stockholders of Knowles approve a plan of complete liquidation or dissolution of Knowles or an agreement is entered into for the sale or disposition by Knowles of all or substantially all of Knowles's assets, other than a sale or disposition by Knowles of all or substantially all of Knowles's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of Knowles in substantially the same proportions as their ownership of Knowles immediately prior to such transaction or series of transactions. Date of Termination The date on which you incur a termination of employment or such other date on which you incur a "separation from service" determined under the provisions set forth in Section 1.409A-1(h) of the Treasury Regulations or any successor provisions. Pursuant to such provisions, you will be treated as no longer performing services for the Company when the level of services you perform for the Company decreases to a level equal to 20% or less of the average level of services performed by you during the immediately preceding thirty-six (36) months. Disability Disability shall be defined as set forth under the Company-sponsored Long-Term Disability Benefits Plan that covers you, as such plan shall be in effect from time to time. Any dispute concerning whether you are deemed to have suffered a Disability for purposes of the Plan shall be resolved in accordance with the dispute resolution procedures set forth in the Company-sponsored Long-Term Disability Benefits Plan in which you participate. Good Reason The occurrence of any of the following events without your written consent:


 
11 • A material reduction in (i) the rate of your annual base salary (other than a salary reduction, not to exceed 10%, that applies to all other similarly-situated executive officers), (ii) the target level of your annual bonus, or (iii) the grant value to you of your long-term incentive awards; • Any material and adverse change in your title; • Any material and adverse reduction in your authorities, responsibilities, or reporting relationships; or • The relocation of your principal place of employment to a location more than fifty (50) miles from your principal place of employment (unless such relocation does not increase your commute by more than twenty (20) miles), except for required travel on the Company's business. Plan Administrator The Compensation Committee. Person Shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) Knowles or any of its affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of Knowles or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of Knowles in substantially the same proportions as their ownership of stock of Knowles. Article 15. Effective Date of Plan The Plan, as set forth herein, is effective as of April 28, 2026. SUMMARY OF ERISA RIGHTS Your Rights Under ERISA The Department of Labor has issued regulations that require the Plan Administrator to provide you with a statement of your rights under ERISA with respect to this Plan. The following statement was designated by the Department of Labor to satisfy this requirement and is presented accordingly. As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants are entitled to: Receive Information About Your Plan and Benefits 1. Examine, without charge, all Plan documents and copies of all documents filed by Knowles with the Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. This includes annual reports and Plan descriptions. All such documents are available for review from the Knowles Human Resources Department. 2. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series) and any updated summary plan description. The Plan Administrator may charge you a reasonable fee for the copies. 3. Receive a summary of the Plan's annual financial report. Once each year, the Plan Administrator will send you a Summary Annual Report of the Plan's financial activities at no charge.


 
12 Prudent Action by Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. Enforcing Your Rights If your claim for Severance Payments is denied or ignored in whole or in part, you have a right to receive a written explanation of the reason for the denial, to obtain copies of documents related to the decision without charge, and to appeal any denial, all within certain time schedules. You have the right to have your claim reviewed and reconsidered as explained in the "Claims and Appeal Procedures" section. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within thirty (30) days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for Severance Payments which is denied or ignored, in whole or in part, you may file suit in a state or federal court after you have exhausted the Plan's claims and appeal procedures as described in the section "Claims and Appeal Procedures" hereof. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Assistance with Your Questions If you have any questions about the Plan, you should contact the Plan Administrator through the Knowles Human Resources Department. They will be glad to help you. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest Area Office of the Employee Benefits Security Administration, Department of Labor, listed in your telephone directory, or you may contact: The Division of Technical Assistance and Inquiries Employee Benefits Security Administration, U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 1-866-444-3272. Administrative Facts Plan Name Knowles Corporation Chief Executive Officer Change-in-Control Severance Plan


 
13 Plan Sponsor Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Type of Plan The Plan is a welfare benefit plan that provides severance benefits Source of Contributions to Plan Employer payments from general corporate assets Plan Year The Plan Year is January 1 through December 31 Employer Identification Number 90-1002689 Plan Number 511 Plan Administrator Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Agent for Receiving Service of Legal Process General Counsel Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 630-250-5100 Legal Process can also be served on the Plan Administrator Contact Information If you have questions about this Plan, please contact Knowles Human Resources at the coordinates below and they will provide you with this information. Knowles Human Resources Phone: 630-238-5100 Fax: 630-773-3744


 
Restricted Stock Unit Award Agreement This AGREEMENT between Knowles Corporation, a Delaware corporation (the “Company”), and ________________ (the “Grantee”) is made as of ______________ (the “Grant Date”), subject to the Grantee’s acceptance of this Agreement in accordance with Section 13 hereof. WHEREAS, the Company has adopted the Knowles Corporation 2018 Equity and Cash Incentive Plan (as amended from time to time, the "Plan") in order to, among other things, motivate employees of the Company and its Affiliates to act in the long-term best interests of the Company and its stockholders; and WHEREAS, the Company has determined to grant the Grantee Restricted Stock Units (“RSUs”) as provided herein to encourage the Grantee’s efforts toward the continuing success of the Company. NOW, THEREFORE, the Company and the Grantee agree as follows: 1. Grant of Restricted Stock Unit Award. 1.1. The Company hereby grants to Grantee the RSUs (the “Award”) with respect to the Company’s common stock, par value $0.01 per share (“Common Stock”), as indicated on Grantee’s Award Statement and subject to Grantee’s execution or electronic acceptance of this Agreement. Number of RSUs: 1.2. This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions and meanings as set forth in the Plan. 2. Restriction Period. Grantee shall vest in the RSUs, and all restrictions thereon shall lapse, per the dates on the Award Statement (each, a “Vesting Date”), subject to Grantee remaining actively employed with the Company or an eligible Affiliate through the applicable Vesting Date. Except as provided for herein, in the event that Grantee’s employment terminates prior to a Vesting Date, the unvested RSUs as of such Vesting Date shall be forfeited. 3. Issuance of Common Stock. No shares of Common Stock shall be issued to Grantee in respect of the Award until the restrictions on RSUs have lapsed and the applicable vesting conditions have been satisfied. Subject to Sections 4.1 and 10 of this Agreement, within 30 days following the applicable Vesting Date, the Company shall issue shares of Common Stock in Grantee’s name equal to the number of RSUs that vested on the applicable Vesting Date, less applicable tax withholding. 4. Forfeiture of Award. 4.1 Termination of Employment. If, prior to the end of the Restriction Period, the Grantee’s employment terminates for any reason, other than due to death, Disability, Retirement or in connection with a Change in


 
Page 2 Control, the Award shall automatically terminate and this Award and the unvested RSUs shall be forfeited to and cancelled by the Company without any payment to the Grantee. Notwithstanding the foregoing, if at the time of Grantee's termination Grantee is eligible to receive Severance Payments as defined under the Knowles Corporation Chief Executive Officer Severance Plan (or any successor plan thereto), then any portion of the Award that is unvested as of the date of the termination but that would have vested in accordance with the applicable vesting schedule within the twelve (12) month period immediately following the Grantee's termination date (the "Accelerated RSUs") shall automatically vest as of the termination date and all other unvested RSUs that are not Accelerated RSUs shall be forfeited to and cancelled by the Company without any payment to the Grantee. 4.1(a) Disability or Death. If the Grantee’s employment terminates due to Disability or death, then the unvested RSUs shall vest as of the date of such termination due to Disability or death and the Award shall be settled within 30 days following the date of death or termination due to Disability; provided, however, if during the Restriction Period, Grantee satisfies or would satisfy the age and service requirements for Retirement, then the RSUs shall be settled within 30 days following each applicable Vesting Date to the extent required by Section 409A of the Code. 4.1(b) Retirement. If the Grantee’s employment terminates as a result of Retirement by the Grantee, subject to the conditions set forth in Section 7 and so long as Grantee has provided the Company with twelve (12) months advanced notice of Grantee's intention to retire, the RSUs shall continue to vest as if the Grantee’s employment had not terminated and shall be settled in accordance with the vesting schedule in accordance with Section 3. 4.1(c) Change in Control. If the Grantee’s employment terminates as a result of and within 18 months following a Change in Control as provided in Section 6.9(a) of the Plan, then the Award shall be settled within 60 days following the Grantee’s termination of employment, based on the change in control vesting provisions set forth in the Plan; provided, however, if (i) the Award is considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code, (ii) the Grantee satisfies or would satisfy the age and service requirements for Retirement during the Restriction Period and (iii) the Change in Control is not a “change in control event” within the meaning of Section 409A, then the RSUs shall vest as if the Grantee’s employment had not terminated and shall be settled in accordance with the vesting schedule in accordance with Section 3. If a Change in Control occurs as provided in Section 6.9(b) of the Plan where the Award is not effectively assumed, then the Award shall be settled within 60 days following such Change in Control; provided, however, the Award shall be settled following the normal Vesting Dates in accordance with Section 3 or, if earlier, upon an earlier termination of employment (to the extent permitted by Section 409A of the Code and provided the Grantee does not satisfy or would not satisfy the age and service requirements for Retirement during the Restriction Period) if either (i) the Award is subject to Section 409A of the Code and the Change in Control does not constitute a “change in control” event within the meaning of Section 409A of the Code or (ii) otherwise required to comply with Section 409A of the Code. 4.1(d) Definitions. “Disability” or “Disabled” shall mean the permanent and total disability of the Grantee within the meaning of Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code. The determination of Disability shall be made by the Committee in its sole discretion. “Retirement” shall mean (i) the termination of Grantee’s employment, other than for Cause, with the Company and its Affiliates if, at the time of such termination of employment the Grantee has attained at least age 62 and completed at least five (5) years of service with the Company and its Affiliates (including service with Dover Corporation and its affiliates prior to the Company’s Spin-Off from Dover Corporation), and (ii) the Grantee complies with the non-competition restrictions set forth below. 4.2 Misconduct. If prior to the issuance of shares of Common Stock under this Agreement, the Grantee has (i) used for profit or disclosed to unauthorized persons, confidential information or trade secrets of the Company or any of its Affiliates, (ii) breached any contract with, violated any policy of the Company or any of its Affiliates (including, without limitation, the Company’s Insider Trading and Confidentiality Policy and


 
Page 3 Anti-hedging and Anti-pledging Policy, as such policies may be modified from time to time), or violated any fiduciary obligation to the Company or any of its Affiliates, or (iii) engaged in unlawful trading in the securities of the Company or any of its Affiliates or of another company based on information gained as a result of Grantee’s employment with, or status as a director to, the Company or any of its Affiliates (each of (i), (ii) and (iii) shall be considered “Cause” under the Plan), unless such misconduct or violation is waived in writing by the Committee or the General Counsel of the Company, the Award shall automatically terminate and the Grantee shall not be entitled to receive any shares of Common Stock under Section 3 or otherwise under this Agreement. (A copy of the current version of the Company’s Anti-hedging and Anti-pledging Policy is available on the Company’s third-party stock plan administrator’s website and a copy of the Company’s Insider Trading and Confidentiality Policy is available from the Office of the General Counsel.) By accepting this Agreement, Grantee acknowledges his/her understanding that nothing contained in this Agreement limits Grantee’s ability to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”). Grantee further understands that this Agreement does not limit Grantee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Nothing in this Agreement shall limit Grantee’s ability under applicable United States federal law to (i) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (ii) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. 5. Restrictions on Transfer. Neither the Award, this Agreement nor the shares of Common Stock subject to this Agreement may be sold, transferred, otherwise disposed of, pledged or otherwise hypothecated; provided that the shares shall be transferrable, subject to the terms of the Plan and applicable law, following the vesting of the RSUs and the issuance of Common Stock. 6. Non-US Employees. For Non-US Employees and employees who transfer employment outside of the United States during the term of the RSUs, the Award is subject to the conditions of the attached Addendum for Non- US Employees. 7. Non-Competition. The enhanced benefits of Retirement provided to Grantee hereunder shall be subject to the provisions set forth herein. If Grantee terminates due to Retirement, Grantee shall be deemed to have expressly agreed not to engage, directly or indirectly in any capacity, in any business in which the Company or any Affiliate at which Grantee was employed at any time in the three (3) years immediately prior to termination of employment was engaged, as the case may be, in the geographic area in which the Company or such Affiliate actively carried on business at the end of Grantee’s employment there, for the period remaining after Grantee’s termination of employment until the end of the Restriction Period set forth in Grantee’s Award Statement. In the event that Grantee fails to comply with the non-compete provisions set forth herein, Grantee shall forfeit the enhanced benefits realized upon a termination due to Retirement referred to above and shall return to the Company the economic value theretofore realized by reason of such benefits, as determined by the Committee. If the non-compete provisions of this Award shall be unenforceable, the Committee may rescind the benefits of Retirement set forth above. 8. Limitation of Rights. During the Restriction Period, the Grantee shall not have any rights of a stockholder (including voting rights) or the right to receive any dividends declared or other distributions paid with respect to any RSUs or shares of Common Stock which may be issued pursuant to this Award. 9. Taxes. Prior to the delivery to the Grantee (or the Grantee’s estate, if applicable) of book entry shares with respect to the RSUs in respect of which all restrictions have lapsed, the Grantee (or the Grantee’s estate) shall pay to the Company the federal, state and local income taxes and other amounts as may be required by law to be withheld by the Company (the “Withholding Taxes”) with respect to such shares of Common Stock. By accepting and returning this Agreement in the manner provided in Section 14, the Grantee (or the Grantee’s estate) shall be deemed to elect to have the Company withhold whole shares of Common Stock having an aggregate Fair Market


 
Page 4 Value equal to the Withholding Taxes in satisfaction of the Withholding Taxes, such election to continue in effect unless or until the Grantee (or the Grantee’s estate): (i) notifies the Company not less than 10 days before such delivery that the Grantee (or the Grantee’s estate) will satisfy such obligation in cash prior to delivery of the shares of Common Stock to the Grantee; and (ii) not less than 2 days prior to delivery of the shares of Common Stock pays the Withholding Taxes in cash to the Company or its designee, in which event the Company shall not withhold a portion of such shares of Common Stock as otherwise provided in this Section 9. Any fraction of a share which would be required to satisfy Withholding Taxes obligation shall be disregarded and the remaining amount due shall be paid in cash by the Grantee. 10. IRS Section 409A. This Award is intended to comply with or be exempt from Section 409A of the Code to the maximum extent possible and each settlement of RSUs hereunder shall be considered a separate payment. If the Company determines that the Award granted under this Agreement is or may be subject to Section 409A of the Code, then the shares of Common Stock that are scheduled to be issued to the Grantee upon “separation from service” will be delayed until the first day of the seventh month following Grantee’s “separation from service” with the Company or its “affiliates” within the meaning of Section 409A (or following the date of participant’s death, if earlier) to the extent required to comply with Section 409A of the Code. 11. Clawback. Grantee acknowledges that this Award is subject to the Company’s Clawback Policy, as in effect on the date of this Agreement. (A copy of the current version of the Company’s Clawback Policy is available on the Company’s third-party stock plan administrator’s website.) 12. Grantee Bound by the Plan. The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. (A copy of the current version of the Plan is available on the Company’s third-party stock plan administrator’s website.) 13. Acceptance. The RSUs granted to the Grantee pursuant to the Award shall be subject to the Grantee’s acceptance of this Agreement. Grantee is required to accept this Award either: (a) electronically within his/her stock plan account with the Company’s stock plan administrator according to the procedures then in effect; or (b) by returning an executed counterpart of this Agreement to the Company. The acceptance of this Award constitutes acknowledgement of receipt of the Plan and consent to the terms of the Plan and this Award as described in the Plan and this Agreement. 14. No Right to Continued Employment or Service. Nothing in this Agreement or the Plan shall interfere with or limit in any way the right of the Company or its Affiliates to terminate the Grantee’s employment, nor confer upon the Grantee any right to continuance of employment by the Company or any of its Affiliates or continuance of service as a Board member. 15. Modification of Agreement. The provisions of this Agreement may not be amended without the written consent of Grantee where such amendment would materially impair Grantee’s rights under this Agreement. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement. 16. Severability. Should any provisions of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms. 17. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to any conflicts of laws principles. 18. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors. 19. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the


 
Page 5 Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee, the Grantee’s heirs, executors, administrators and successors, and the Company and its Affiliates for all purposes. 20. Entire Agreement. This Agreement and the terms and conditions of the Plan constitute the entire understanding between the Grantee and the Company and its Affiliates, and supersede all other agreements, whether written or oral, with respect to the Award. 21. Headings. The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 22. Counterparts. This Agreement may be executed or accepted simultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. KNOWLES CORPORATION By: GRANTEE __________________________________________________ Signature


 
Performance Award Agreement This AGREEMENT between Knowles Corporation, a Delaware corporation (the “Company”), and ________ (the “Grantee”) is made as of _____________ (the “Grant Date”), subject to the Grantee’s acceptance of this Agreement in accordance with Section 15 hereof. WHEREAS, the Company has adopted the Knowles Corporation 2018 Equity and Cash Incentive Plan (the "Plan") in order to, among other things, motivate employees of the Company and its subsidiaries to act in the long-term best interests of the Company and its stockholders; and WHEREAS, the Company has determined to grant the Grantee a Performance Award in the form of performance-based restricted stock units (“PSUs”) as provided herein to encourage the Grantee’s efforts toward the continuing success of the Company. NOW, THEREFORE, the Company and the Grantee agree as follows: 1. Grant of Performance Award. 1.1. The Company hereby grants to Grantee a award of PSUs with respect to its common stock, par value $0.01 per share, pursuant to the 2018 Equity and Cash Incentive Plan (as amended from time to time, the “Plan”) as indicated below, with a notional value based on the Company’s common stock price on the Grant Date subject to adjustment pursuant to the terms provided in this Agreement and Appendix A (the “Award”) and the execution or electronic acceptance of this Agreement by the Grantee. Subject to Section 5, payment with respect to vested PSUs shall be made entirely in the form of Common Stock in accordance with Section 3. Target number of PSUs: 1.2. This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definition and meaning as set forth in the Plan. 2. Performance Period. The number of PSUs that the Grantee may earn is based on Knowles performance over a three-year period (the “Performance Period”). The Performance Period applicable to this Award shall commence and expire as provided in Appendix A. 3. Determination of Award. As soon as possible after the end of the Performance Period, the Compensation Committee of the Board of Directors of the Company (the “Committee”) will certify whether the applicable performance objectives set forth in Appendix A have been met for the Performance Period and determine the number of shares of Common Stock, if any, payable in accordance with this Agreement, subject to the right of the Committee to adjust the payout level of the PSUs as may be provided in the Plan or as the Committee otherwise determines to reflect the impact of specified corporate transactions (such as a stock split or dividend), special charges, accounting or tax law changes and other extraordinary or nonrecurring events.


 
4. Issuance of Common Stock. Following the end of the Performance Period, the Committee shall determine the final number of PSUs earned by the Grantee, which determination shall be final and binding. As soon as practicable following the date that the Committee certifies that the applicable performance measures have been met (but in any event no later than March 15th after the end of the Performance Period), the Company shall issue one (1) share of Common Stock with respect to each vested PSU, less that number of shares of Common Stock which, subject to Section 8, may be credited to cover applicable taxes on the Award, and such shares of Common Stock will be issued in the form of book entry shares in the name of the Grantee. PSUs will only be settled in shares of Common Stock. Any other settlement modality shall be considered an exception, which would have to be approved separately by the Committee. 5. Forfeiture of Award. 5.1 Termination of Employment. If, prior to the end of the Performance Period, the Grantee’s employment terminates for any reason, other than death, Disability, Retirement or Change in Control, this Award shall automatically terminate and the Grantee shall not be entitled to receive any shares of Common Stock under Sections 3 or 4 of this Agreement or otherwise under this Agreement. Notwithstanding the foregoing, if at the time of Grantee's termination, (i) Grantee is eligible to receive Severance Payments as defined under the Knowles Corporation Chief Executive Officer Severance Plan (or any successor plan thereto), and (ii) the last day of the Performance Period is within the twelve (12) month period immediately following the Grantee's termination date; then the Award shall remain outstanding and continue to vest or be earned in accordance with its original terms, including satisfaction of applicable performance conditions. 5.1(a) Disability or Death. If the Grantee becomes Disabled or terminates employment due to death, the Grantee shall vest in the number of PSUs that would have been earned, assuming achievement of the performance measures at the “Target” level, and multiplied by a fraction equal to the months during the Performance Period prior to the Grantee’s Disability or death over the months in the Performance Period. The Award shall be settled within 60 days following the Grantee’s date of death or Disability. 5.1(b) Retirement. If the Grantee’s employment terminates as a result of Retirement by the Grantee, subject to the conditions set forth in Section 7 and so long as Grantee has provided the Company with twelve (12) months advanced notice of Grantee's intention to retire, the Award shall continue to vest as if the Grantee’s employment had not terminated until such time as the Performance Period has lapsed and the Award shall be settled in accordance with Section 4. 5.1(c) Change in Control. If the Grantee’s employment terminates as a result of a Change in Control as provided in Section 6.9(a) of the Plan, then the Award shall be settled within 60 days following the Grantee’s termination of employment, based on the change in control vesting provisions set forth in Appendix A; provided, however, if (i) the Award is considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code, (ii) the Grantee satisfies or would satisfy the age and service requirements for “Retirement” during the Performance Period and (iii) the Change in Control is not a “change in control event” within the meaning of Section 409A, then the Award shall be settled following the conclusion of the Performance Period in accordance with Section 4 of this Agreement. If a Change in Control occurs as provided in Section 6.9(b) of the Plan where the Award is not effectively assumed, then the Award shall be settled within 60 days following such Change in Control; provided, however, the Award shall be settled at the times specified in Section 4 or, if earlier, Section 5.1(a) if either (i) the Award is subject to Section 409A of the Code and the Change in Control does not constitute a “change in control” event within the meaning of Section 409A of the Code or (ii) otherwise required


 
to comply with Section 409A of the Code. 5.1(d) Definitions. “Disability” or “Disabled” shall mean the permanent and total disability of the Grantee within the meaning of Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code. The determination of your Disability shall be made by the Committee in its sole discretion. “Retirement” shall mean (i) the termination of the Grantee’s employment with the Company and its Affiliates if, at the time of such termination of employment, the Grantee has attained age sixty two (62) and completed five (5) years of service with the Company and its Affiliates (including service with Dover Corporation and its affiliates prior to the Company’s Spin-Off), and (ii) the Grantee complies with the non-competition restrictions set forth below. 5.2 Misconduct. If prior to the issuance of shares of Common Stock under this Agreement, the Grantee has (i) used for profit or disclosed to unauthorized persons, confidential information or trade secrets of the Company or any of its Subsidiaries, (ii) breached any contract with, violated any policy of the Company or any of its Subsidiaries (including, without limitation, the Company’s Insider Trading and Confidentiality Policy and Anti-hedging and Anti-pledging Policy, as such policies may be modified from time to time, or violated any fiduciary obligation to the Company or any of its Subsidiaries, or (iii) engaged in unlawful trading in the securities of the Company or any of its Subsidiaries or of another company based on information gained as a result of that Grantee’s employment with, or status as a director to, the Company or any of its Subsidiaries (each of (i), (ii) and (iii) shall be considered “Cause” under the Plan), unless such misconduct or violation is waived in writing by the Compensation Committee or the General Counsel of the Company, the Award shall automatically terminate and the Grantee shall not be entitled to receive any shares of Common Stock under Section 4 or otherwise under this Agreement. (Copies of the current version of the Company’s Anti-hedging and Anti-pledging Policy are available on the E*TRADE stock plan administration website.) By accepting this Agreement, Grantee acknowledges his/her understanding that nothing contained in this Agreement limits Grantee’s ability to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”). Grantee further understands that this Agreement does not limit Grantee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Nothing in this Agreement shall limit Grantee’s ability under applicable United States federal law to (i) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (ii) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. 6. Restrictions on Transfer. The Award and the shares of Common Stock issued under this Agreement may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated until such shares have vested and been issued. 7. Non-Competition. The enhanced benefits of Retirement provided to Grantee hereunder shall be subject to the provisions set forth herein. If Grantee terminates due to Retirement, Grantee shall be deemed to have expressly agreed not to engage, directly or indirectly in any capacity, in any business in which the Company or any Affiliate at which Grantee was employed at any time in the three (3) years immediately prior to termination of employment was engaged, as the case may be, in the geographic area in which the Company or such Affiliate actively carried on business at the end of Grantee’s employment there, for the period remaining after Grantee’s termination of employment until the end of the Performance


 
Period set forth herein. In the event that Grantee fails to comply with the non-compete provisions set forth herein, Grantee shall forfeit the enhanced benefits realized upon a termination due to Retirement referred to above and shall return to the Company the economic value theretofore realized by reason of such benefits, as determined by the Committee. If the non-compete provisions of this Award shall be unenforceable, the Committee may rescind the benefits of Retirement set forth above. 8. Limitation of Rights. During the Performance Period, the Grantee shall not have any rights of a stockholder (including voting rights) or the right to receive any dividends declared or other distributions paid with respect to any PSUs or shares of Common Stock which may be issued pursuant to this Award. 9. Taxes. Prior to the delivery to the Grantee (or the Grantee’s estate, if applicable) of book entry shares with respect to the PSUs in respect of which all restrictions have lapsed, the Grantee (or the Grantee’s estate) shall pay to the Company the federal, state and local income taxes and other amounts as may be required by law to be withheld by the Company (the “Withholding Taxes”) with respect to such shares of Common Stock. By accepting and returning this Agreement in the manner provided in Section 15, the Grantee (or the Grantee’s estate) shall be deemed to elect to have the Company withhold whole shares of Common Stock having an aggregate Fair Market Value equal to the Withholding Taxes in satisfaction of the Withholding Taxes, such election to continue in effect unless or until the Grantee (or the Grantee’s estate): (i) notifies the Company not less than 10 days before such delivery that the Grantee (or the Grantee’s estate) will satisfy such obligation in cash prior to delivery of the shares of Common Stock to the Grantee; and (ii) not less than 2 days prior to delivery of the shares of Common Stock pays the Withholding Taxes in cash to the Company or its designee, in which event the Company shall not withhold a portion of such shares of Common Stock as otherwise provided in this Section 8. Any fraction of a share which would be required to satisfy Withholding Taxes obligation shall be disregarded and the remaining amount due shall be paid in cash by the Grantee. 10. IRS Section 409A. This Award is intended to comply with or be exempt from Section 409A of the Code to the maximum extent possible. If the Company determines that the Award granted under this Agreement is or may be subject to Section 409A of the Code, then the shares of Common Stock that are scheduled to be issued to the Grantee upon “separation from service” will be delayed until the first day of the seventh month following your “separation from service” with the Company or its “affiliates” within the meaning of Section 409A (or following the date of participant’s death, if earlier) to the extent required to comply with Section 409A of the Code. 11. Clawback. Grantee acknowledges that this Award is subject to the Company’s Clawback Policy, as in effect on the date of this Agreement. (A copy of the current version of the Company’s Clawback Policy is available on the E*TRADE stock plan administration website.) 12. Grantee Bound by the Plan. The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. (A copy of the current version of the Plan is available on the E*TRADE stock plan administration website.) 13. Nontransferability. Neither this Agreement nor the Award is transferable by the Grantee except as provided or permissible under the Plan. 14. Acceptance. The PSUs granted to the Grantee pursuant to the Award shall be subject to the Grantee’s acceptance of this Agreement. Grantee is required to accept this Award either: (a) electronically within his/her stock plan account with the Company’s stock plan administrator according to the procedures then in effect; or (b) by returning an executed counterpart of this Agreement to the Company. The acceptance of this Award constitutes acknowledgement of receipt of the Plan and consent to the terms of the Plan and this Award as described in the Plan and this Agreement. 15. No Right to Continued Employment. Nothing in this Agreement or the Plan shall interfere with or limit


 
in any way the right of the Company or its Subsidiaries to terminate the Grantee’s employment, nor confer upon the Grantee any right to continuance of employment by the Company or any of its Subsidiaries or continuance of service as a Board member. 16. Modification of Agreement. The provisions of this Agreement may not be amended without the written consent of Grantee where such amendment would materially impair Grantee’s rights under this Agreement. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement. Notwithstanding the foregoing, the Committee retains discretion, without the need to obtain the consent of the Grantee, to determine and adjust payouts in accordance with Section 3 hereof and the Appendix A attached hereto. 17. Severability. Should any provisions of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms. 18. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to any conflicts of laws principles. 19. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligation imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors. 20. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee, the Grantee’s heirs, executors, administrators and successors, and the Company and its Subsidiaries for all purposes. 21. Entire Agreement. This Agreement and the terms and conditions of the Plan constitute the entire understanding between the Grantee and the Company and its Subsidiaries, and supersede all other agreements, whether written or oral, with respect to the Award. 22. Headings. The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 23. Counterparts. This Agreement may be executed or accepted simultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. KNOWLES CORPORATION By: GRANTEE Signature


 

Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Jeffrey S. Niew, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Knowles Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2026
/s/ JEFFREY S. NIEW
Name: Jeffrey S. Niew
Title: President and Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, John S. Anderson, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Knowles Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2026
/s/ JOHN S. ANDERSON
Name: John S. Anderson
Title: Senior Vice President & Chief Financial Officer
(Principal Financial Officer)



Exhibit 32.1
JOINT CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Knowles Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Jeffrey S. Niew and John S. Anderson, the Principal Executive and Financial Officers of the Company, certify, pursuant to and for purposes of 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ JEFFREY S. NIEW
Name: Jeffrey S. Niew
Title: President and Chief Executive Officer
(Principal Executive Officer)
Date:April 28, 2026
/s/ JOHN S. ANDERSON
Name: John S. Anderson
Title: Senior Vice President & Chief Financial Officer
(Principal Financial Officer)
Date:April 28, 2026