8-K
Knowles Corp (KN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2026
Knowles Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-36102 | 90-1002689 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1151 Maplewood Drive, Itasca, IL
(Address of Principal Executive Offices)
60143
(Zip Code)
Registrant's telephone number, including area code: (630) 250-5100
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value per share | KN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.02 Results of Operations and Financial Condition. | |
|---|---|
| On February 5, 2026, Knowles Corporation issued a press release announcing its results of operations for the year and quarter ended December 31, 2025 and posted on its website at http://investor.knowles.com presentation slides which summarize certain of its results of operations for the year and quarter ended December 31, 2025. Knowles Corporation's quarterly financial conference call and webcast will be held on February 5, 2026. A copy of the press release is being furnished as Exhibit 99.1 hereto and a copy of the presentation slides is being furnished as Exhibit 99.2 hereto. | |
| Item 9.01 Financial Statements and Exhibits. | |
| --- | --- |
| (d) Exhibits. | |
| The following exhibits are furnished as part of this report: | |
| Exhibit Number | Description |
| 99.1 | Press Release of Knowles Corporation dated February 5, 2026. |
| 99.2 | Presentation Slides dated February 5, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| KNOWLES CORPORATION | ||
|---|---|---|
| Date: | February 5, 2026 | By: /s/ Robert J. Perna |
| Robert J. Perna | ||
| Senior Vice President, General Counsel & Secretary |
Document
Exhibit 99.1
| Financial Contact:<br><br>Sarah Cook<br><br>Knowles Investor Relations<br><br>Email: investorrelations@knowles.com |
|---|
Knowles Reports Q4 & Full Year 2025 Financial Results and Provides Outlook for Q1 2026
Fourth Quarter Revenues from Continuing Operations Increased 14% on a Year over Year Basis to $162 million,
Exceeding the High End of our Guided Range
Full Year Revenues from Continuing Operations Increased 7% on a Year over Year Basis
Fourth Quarter Net Cash from Operations was $47 million, Exceeding the High-End of the Guided Range
Full Year Net Cash from Operations of $114 million or 19.2% of Revenues
ITASCA, Ill., February 5, 2026 — Knowles Corporation (NYSE: KN), a leading manufacturer of specialty electronic components, including high performance capacitors, radio frequency ("RF") filters, advanced medtech microphones, and balanced armature speakers, today announced results for the quarter and full year ended December 31, 2025.
“We finished 2025 with fourth quarter revenues and cash provided by operating activities exceeding the high end of our guided range, and non-GAAP diluted EPS from continuing operations above the mid-point of our guided range. We are executing on our strategy and delivered full year revenue growth of 7%, exceeding the high end of our five-year organic growth target. Our full year cash provided by operating activities was robust as we generated $114 million or 19.2% of revenues allowing us to further reduce our debt and continue to buy back shares,” commented Jeffrey Niew, President, and CEO of Knowles.
“With revenue growth accelerating in the back half of 2025 and margins expanding year over year in the fourth quarter, we've entered 2026 with strong momentum. This is supported by a strong backlog of existing orders and new design wins expected to go into full production. This gives me confidence in our ability to achieve another year of strong revenue and earnings growth,” Mr. Niew continued.
Knowles completed its transformation into a high margin Industrial Technology company with the sale of the Consumer MEMS Microphone business in December of 2024. The remaining core portfolio of assets are well positioned to deliver revenue growth with margin expansion in 2026 and beyond. “I am excited about the opportunities we have in front of us as we continue to leverage our unique technologies, creating custom products through our customer application intimacy, and then scaling into production with our world class operational capabilities for end markets with strong secular growth trends. With this powerful combination, I remain confident in our ability to drive significant value for our shareholders,” stated Mr. Niew.
Financial Highlights
The following table highlights the Company’s financial performance on both a GAAP and supplemental non-GAAP basis for continuing operations,* with the exception of Net cash provided by operating activities (in millions, except per share data):
| Q4-25 | Q3-25 | Q4-24 | FY-25 | FY-24 | |
|---|---|---|---|---|---|
| Revenues | $162.2 | $152.9 | $142.5 | $593.2 | $553.5 |
| Gross profit | $72.5 | $69.9 | $60.9 | $256.3 | $234.8 |
| (as a % of revenues) | 44.7% | 45.7% | 42.7% | 43.2% | 42.4% |
| Non-GAAP gross profit | $73.5 | $70.7 | $62.9 | $263.7 | $245.4 |
| (as a % of revenues) | 45.3% | 46.2% | 44.1% | 44.5% | 44.3% |
| Diluted earnings per share** | $0.29 | $0.21 | $0.12 | $0.58 | $0.26 |
| Non-GAAP diluted earnings per share | $0.36 | $0.33 | $0.27 | $1.11 | $0.92 |
| Net cash provided by operating activities | $47.2 | $29.1 | $35.1 | $114.0 | $130.1 |
* Continuing operations excludes the results of the Consumer MEMS Microphones reporting business, which was divested in December 2024.
** Current period results include $0.06 per share in stock-based compensation expense, $0.04 per share in intangibles amortization expense, $0.02 per share for differences related to the GAAP effective tax rate excluded from non-GAAP results, $0.01 per share in restructuring charges, and $0.01 per share in production transfer costs, partially offset by $0.07 per share in dividend income.
First Quarter 2026 Outlook
The forward-looking guidance for the quarter ending March 31, 2026 on a continuing operations basis, with the exception of Net cash provided by operating activities, is as follows:
| GAAP | Adjustments | Non-GAAP | |
|---|---|---|---|
| Revenues from continuing operations | $143 to $153 million | — | $143 to $153 million |
| Diluted earnings per share from continuing operations | $0.09 to $0.13 | $0.13 | $0.22 to $0.26 |
| Net cash provided (used) by operating activities | $(5) to $5 million | — | $(5) to $5 million |
Q1 2026 GAAP results from continuing operations are expected to include approximately $0.09 per share in stock-based compensation expense and $0.04 per share in intangibles amortization expense. These items are excluded from non-GAAP results.
Non-GAAP Financial Measures
In addition to the GAAP results included in this press release, Knowles has presented supplemental non-GAAP gross profit, earnings before interest and income taxes, adjusted earnings before interest and income taxes, non-GAAP diluted earnings per share, free cash flow, as well as other metrics on a non-GAAP basis that exclude certain amounts that are included in the most directly comparable GAAP measure to facilitate evaluation of Knowles’ operating performance. Non-GAAP results are not presented in accordance with GAAP. Non-GAAP information should be considered a supplement to, and not a substitute for, financial statements prepared in accordance with GAAP. In addition, the non-GAAP financial measures included in this press release do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies. 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 including, for example, stock-based compensation, certain intangibles amortization expense, impairment charges, restructuring, production transfer costs, and other charges which management considers to be outside our core operating results. Knowles believes that its presentation of these 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. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the reconciliation table accompanying this release.
Webcast and Conference Call Information
Investors can listen to a live or replay webcast of the Company’s quarterly financial conference call at http://investor.knowles.com. The live webcast will begin today at 3:30 p.m. Central time. The webcast replay will be available after 7:00 p.m. Central time today.
Investors can also listen to the conference call at 3:30 p.m. Central time today by calling (888) 596-4144 (United States) or (646) 968-2525 (International). The conference call replay will be available after 7:00 p.m. Central time today through 11:59 p.m. Central time on February 12, 2026 at (800) 770-2030 (United States) or (609) 800-9909 (International). The conference ID is 8193117 followed by # key.
About Knowles
Knowles is a leading manufacturer of specialty electronic components. We design parts that perform unique, 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, and industrial markets.
Our high-performance capacitors, RF microwave filters, advanced medtech microphones, balanced armature speakers, and miniaturization products enable and enhance the performance of technologies with the power to change, improve, and save lives. Founded in 1946 and headquartered in Itasca, Illinois, Knowles has grown into a global organization with employees spanning 11 countries.
For more information, please visit knowles.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, such as statements about our future plans, objectives, expectations, financial performance, and continued business operations. The words "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 presentation are based on currently available information and the current expectations, forecasts, and assumptions of Knowles’ 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: fluctuations in our stock's market price; fluctuations in operating results and cash flows; our ability to prevent or identify quality issues in our products or to promptly remedy any such issues that are identified; risks associated with increasing our inventories in advance of anticipated orders by customers; escalating international trade tensions, new or increased tariffs and trade wars among countries; the impact of changes to laws and regulations that affect the Company’s ability to offer products or services to customers in different regions; our ability to achieve reductions in our operating expenses; the ability to qualify our products and facilities with customers; our ability to obtain, enforce, defend or monetize our intellectual property rights; disruption caused by a cybersecurity incident, including a cyber-attack, cyber breach, theft, or other unauthorized access; increases in the costs of critical raw materials and components; availability of raw materials and components; managing new product ramps and introductions for our customers; our dependence on a limited number of large customers; our ability to maintain and expand our existing relationships with leading OEMs in order to maintain and increase our revenue; increasing competition and new entrants in the market for our products; our ability to develop new or enhanced products or technologies in a timely manner that achieve market acceptance; global economic instability, including due to inflation, rising interest rates, or the impacts of geopolitical uncertainties; financial risks, including risks relating to currency fluctuations, credit risks and fluctuations in the market value of the Company; a sustained decline in our stock price and market capitalization may result in the impairment of certain intangible or long-lived assets; market risk associated with fluctuations in commodity prices, particularly for various precious metals used in our manufacturing operation, changes in tax laws, changes in tax rates and exposure to additional tax liabilities; and other risks, relevant factors, and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, subsequent Reports on Forms 10-Q and 8-K and our other filings we make with the U.S. Securities and Exchange Commission. Knowles disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
INVESTOR SUPPLEMENT - FOURTH QUARTER 2025
KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions, except per share amounts)
(unaudited)
| Quarter Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | September 30, 2025 | December 31, 2024 | |||||||
| Revenues | $ | 162.2 | $ | 152.9 | $ | 142.5 | |||
| Cost of goods sold | 89.6 | 82.8 | 81.1 | ||||||
| Restructuring charges - cost of goods sold | 0.1 | 0.2 | 0.5 | ||||||
| Gross profit | 72.5 | 69.9 | 60.9 | ||||||
| Research and development expenses | 10.5 | 10.0 | 10.3 | ||||||
| Selling and administrative expenses | 35.7 | 34.0 | 35.2 | ||||||
| Restructuring charges | 0.5 | 0.1 | — | ||||||
| Operating expenses | 46.7 | 44.1 | 45.5 | ||||||
| Operating earnings | 25.8 | 25.8 | 15.4 | ||||||
| Interest expense, net | 1.8 | 2.3 | 3.4 | ||||||
| Dividend income | (6.2) | — | — | ||||||
| Other expense (income), net | 0.6 | 1.2 | (1.7) | ||||||
| Earnings before income taxes and discontinued operations | 29.6 | 22.3 | 13.7 | ||||||
| Provision for income taxes | 4.1 | 4.3 | 3.3 | ||||||
| Earnings from continuing operations | 25.5 | 18.0 | 10.4 | ||||||
| (Loss) earnings from discontinued operations, net | (4.5) | (0.6) | 8.1 | ||||||
| Net earnings | $ | 21.0 | $ | 17.4 | $ | 18.5 | |||
| Earnings per share from continuing operations: | |||||||||
| Basic | $ | 0.30 | $ | 0.21 | $ | 0.12 | |||
| Diluted | $ | 0.29 | $ | 0.21 | $ | 0.12 | |||
| (Loss) earnings per share from discontinued operations: | |||||||||
| Basic | $ | (0.05) | $ | (0.01) | $ | 0.09 | |||
| Diluted | $ | (0.05) | $ | (0.01) | $ | 0.09 | |||
| Net earnings per share: | |||||||||
| Basic | $ | 0.25 | $ | 0.20 | $ | 0.21 | |||
| Diluted | $ | 0.24 | $ | 0.20 | $ | 0.21 | |||
| Weighted-average common shares outstanding: | |||||||||
| Basic | 85.2 | 85.8 | 88.0 | ||||||
| Diluted | 87.5 | 87.3 | 89.4 |
.
KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions, except per share amounts)
(unaudited)
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||||
| Revenues | $ | 593.2 | $ | 553.5 | ||
| Cost of goods sold | 332.5 | 316.8 | ||||
| Impairment charges | 3.6 | — | ||||
| Restructuring charges - cost of goods sold | 0.8 | 1.9 | ||||
| Gross profit | 256.3 | 234.8 | ||||
| Research and development expenses | 40.2 | 39.5 | ||||
| Selling and administrative expenses | 142.8 | 142.0 | ||||
| Restructuring charges | 3.0 | 1.5 | ||||
| Operating expenses | 186.0 | 183.0 | ||||
| Operating earnings | 70.3 | 51.8 | ||||
| Interest expense, net | 9.3 | 16.3 | ||||
| Dividend income | (6.2) | — | ||||
| Other expense, net | 3.2 | 0.8 | ||||
| Earnings before income taxes and discontinued operations | 64.0 | 34.7 | ||||
| Provision for income taxes | 13.1 | 11.3 | ||||
| Earnings from continuing operations | 50.9 | 23.4 | ||||
| Loss from discontinued operations, net | (6.7) | (261.2) | ||||
| Net earnings (loss) | $ | 44.2 | $ | (237.8) | ||
| Earnings per share from continuing operations: | ||||||
| Basic | $ | 0.59 | $ | 0.26 | ||
| Diluted | $ | 0.58 | $ | 0.26 | ||
| Loss per share from discontinued operations: | ||||||
| Basic | $ | (0.08) | $ | (2.93) | ||
| Diluted | $ | (0.08) | $ | (2.90) | ||
| Net earnings (loss) per share: | ||||||
| Basic | $ | 0.51 | $ | (2.67) | ||
| Diluted | $ | 0.50 | $ | (2.64) | ||
| Weighted-average common shares outstanding: | ||||||
| Basic | 86.4 | 88.9 | ||||
| Diluted | 88.0 | 90.1 |
KNOWLES CORPORATION
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES (1)
(in millions, except per share amounts)
(unaudited)
| Quarter Ended | Year Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | September 30, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||||||||
| Gross profit | $ | 72.5 | $ | 69.9 | $ | 60.9 | $ | 256.3 | $ | 234.8 | |||||
| Gross profit as % of revenues | 44.7 | % | 45.7 | % | 42.7 | % | 43.2 | % | 42.4 | % | |||||
| Stock-based compensation expense | 0.4 | 0.3 | 0.4 | 1.5 | 1.5 | ||||||||||
| Impairment charges | — | — | — | 3.6 | — | ||||||||||
| Restructuring charges | 0.1 | 0.2 | 0.5 | 0.8 | 1.9 | ||||||||||
| Production transfer costs (2) | 0.7 | 0.6 | 1.0 | 1.6 | 3.8 | ||||||||||
| Acquisition-related costs (3) | — | — | 0.1 | — | 2.3 | ||||||||||
| Transition services credit (4) | (0.2) | (0.3) | — | (0.9) | — | ||||||||||
| Other (5) | — | — | — | 0.8 | 1.1 | ||||||||||
| Non-GAAP gross profit | $ | 73.5 | $ | 70.7 | $ | 62.9 | $ | 263.7 | $ | 245.4 | |||||
| Non-GAAP gross profit as % of revenues | 45.3 | % | 46.2 | % | 44.1 | % | 44.5 | % | 44.3 | % | |||||
| Research and development expenses | $ | 10.5 | $ | 10.0 | $ | 10.3 | $ | 40.2 | $ | 39.5 | |||||
| Stock-based compensation expense | (0.7) | (0.7) | (0.8) | (3.3) | (2.4) | ||||||||||
| Intangibles amortization expense | (0.7) | (0.6) | (0.6) | (2.5) | (2.4) | ||||||||||
| Acquisition-related costs (3) | — | — | (0.1) | — | (0.6) | ||||||||||
| Transition services credit (4) | — | — | — | 0.1 | — | ||||||||||
| Other (5) | 0.2 | 0.1 | — | 0.4 | — | ||||||||||
| Non-GAAP research and development expenses | $ | 9.3 | $ | 8.8 | $ | 8.8 | $ | 34.9 | $ | 34.1 | |||||
| Selling and administrative expenses | $ | 35.7 | $ | 34.0 | $ | 35.2 | $ | 142.8 | $ | 142.0 | |||||
| Stock-based compensation expense | (4.9) | (4.9) | (4.2) | (23.6) | (18.3) | ||||||||||
| Intangibles amortization expense | (3.4) | (3.4) | (3.6) | (13.7) | (14.6) | ||||||||||
| Production transfer costs (2) | — | — | (0.2) | (0.1) | (0.4) | ||||||||||
| Acquisition-related costs (3) | (0.2) | 0.1 | (0.7) | (0.8) | (5.5) | ||||||||||
| Transition services credit (4) | 0.1 | 0.2 | — | 1.0 | — | ||||||||||
| Other (5) | — | — | (0.9) | 0.2 | (1.4) | ||||||||||
| Non-GAAP selling and administrative expenses | $ | 27.3 | $ | 26.0 | $ | 25.6 | $ | 105.8 | $ | 101.8 | |||||
| Operating expenses | $ | 46.7 | $ | 44.1 | $ | 45.5 | $ | 186.0 | $ | 183.0 | |||||
| Stock-based compensation expense | (5.6) | (5.6) | (5.0) | (26.9) | (20.7) | ||||||||||
| Intangibles amortization expense | (4.1) | (4.0) | (4.2) | (16.2) | (17.0) | ||||||||||
| Restructuring charges | (0.5) | (0.1) | — | (3.0) | (1.5) | ||||||||||
| Production transfer costs (2) | — | — | (0.2) | (0.1) | (0.4) | ||||||||||
| Acquisition-related costs (3) | (0.2) | 0.1 | (0.8) | (0.8) | (6.1) | ||||||||||
| Transition services credit (4) | 0.1 | 0.2 | — | 1.1 | — | ||||||||||
| Other (5) | 0.2 | 0.1 | (0.9) | 0.6 | (1.4) | ||||||||||
| Non-GAAP operating expenses | $ | 36.6 | $ | 34.8 | $ | 34.4 | $ | 140.7 | $ | 135.9 | |||||
| Net earnings from continuing operations | $ | 25.5 | $ | 18.0 | $ | 10.4 | $ | 50.9 | $ | 23.4 | |||||
| Interest expense, net | 1.8 | 2.3 | 3.4 | 9.3 | 16.3 | ||||||||||
| Provision for income taxes | 4.1 | 4.3 | 3.3 | 13.1 | 11.3 | ||||||||||
| Earnings from continuing operations before interest and income taxes | 31.4 | 24.6 | 17.1 | 73.3 | 51.0 | ||||||||||
| Earnings from continuing operations before interest and income taxes as % of revenues | 19.4 | % | 16.1 | % | 12.0 | % | 12.4 | % | 9.2 | % | |||||
| Stock-based compensation expense | 6.0 | 5.9 | 5.4 | 28.4 | 22.2 | ||||||||||
| Intangibles amortization expense | 4.1 | 4.0 | 4.2 | 16.2 | 17.0 | ||||||||||
| Impairment charges | — | — | — | 3.6 | — | ||||||||||
| Restructuring charges | 0.6 | 0.3 | 0.5 | 3.8 | 3.4 | ||||||||||
| Production transfer costs (2) | 0.7 | 0.6 | 1.2 | 1.7 | 4.2 | ||||||||||
| Acquisition-related costs (3) | 0.2 | (0.1) | 0.9 | 0.8 | 8.4 | ||||||||||
| Transition services credit (4) | (0.3) | (0.5) | — | (2.0) | — | ||||||||||
| Dividend income (6) | (6.2) | — | — | (6.2) | — | ||||||||||
| Other (5) | (0.3) | (0.3) | 0.1 | 0.5 | 1.7 | ||||||||||
| Adjusted earnings from continuing operations before interest and income taxes | $ | 36.2 | $ | 34.5 | $ | 29.4 | $ | 120.1 | $ | 107.9 | |||||
| Adjusted earnings from continuing operations before interest and income taxes as % of revenues | 22.3 | % | 22.6 | % | 20.6 | % | 20.2 | % | 19.5 | % | |||||
| Net earnings from continuing operations | 25.5 | 18.0 | 10.4 | 50.9 | 23.4 | ||||||||||
| Interest expense, net | 1.8 | 2.3 | 3.4 | 9.3 | 16.3 | ||||||||||
| Provision for income taxes | 4.1 | 4.3 | 3.3 | 13.1 | 11.3 | ||||||||||
| Earnings from continuing operations before interest and income taxes | 31.4 | 24.6 | 17.1 | 73.3 | 51.0 | ||||||||||
| Non-GAAP reconciling adjustments (7) | 4.8 | 9.9 | 12.3 | 46.8 | 56.9 | ||||||||||
| Depreciation expense | 5.1 | 5.0 | 5.3 | 20.1 | 20.6 | ||||||||||
| Adjusted earnings from continuing operations before interest, income taxes, depreciation, and amortization ("Adjusted EBITDA") | 41.3 | 39.5 | 34.7 | 140.2 | 128.5 | ||||||||||
| Adjusted EBITDA as a % of revenues | 25.5 | % | 25.8 | % | 24.4 | % | 23.6 | % | 23.2 | % | |||||
| Quarter Ended | Year Ended | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| December 31, 2025 | September 30, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||||||||
| Provision for income taxes | $ | 4.1 | $ | 4.3 | $ | 3.3 | $ | 13.1 | $ | 11.3 | |||||
| Income tax effects of non-GAAP reconciling adjustments (8) | (1.1) | (1.0) | (1.6) | — | (3.6) | ||||||||||
| Non-GAAP provision for income taxes | $ | 3.0 | $ | 3.3 | $ | 1.7 | $ | 13.1 | $ | 7.7 | |||||
| Net earnings from continuing operations | $ | 25.5 | $ | 18.0 | $ | 10.4 | $ | 50.9 | $ | 23.4 | |||||
| Non-GAAP reconciling adjustments (7) | 4.8 | 9.9 | 12.3 | 46.8 | 56.9 | ||||||||||
| Income tax effects of non-GAAP reconciling adjustments (8) | (1.1) | (1.0) | (1.6) | — | (3.6) | ||||||||||
| Non-GAAP net earnings | $ | 31.4 | $ | 28.9 | $ | 24.3 | $ | 97.7 | $ | 83.9 | |||||
| Diluted earnings per share from continuing operations | $ | 0.29 | $ | 0.21 | $ | 0.12 | $ | 0.58 | $ | 0.26 | |||||
| Earnings per share non-GAAP reconciling adjustment (7) (8) (9) | 0.07 | 0.12 | 0.15 | 0.53 | 0.66 | ||||||||||
| Non-GAAP diluted earnings per share (9) | $ | 0.36 | $ | 0.33 | $ | 0.27 | $ | 1.11 | $ | 0.92 | |||||
| Diluted average shares outstanding | 87.5 | 87.3 | 89.4 | 88.0 | 90.1 | ||||||||||
| Non-GAAP adjustment (9) (10) | (0.3) | 0.6 | 1.1 | 0.4 | 1.3 | ||||||||||
| Non-GAAP diluted average shares outstanding (9) (10) | 87.2 | 87.9 | 90.5 | 88.4 | 91.4 |
Notes:
(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) These expenses are related to the acquisition of Cornell Dubilier by the Precision Devices segment. These expenses include ongoing costs to facilitate integration, the amortization of fair value adjustments to inventory, and costs incurred by the Company to carry out this transaction.
(4) Transition services represent amounts charged to Syntiant in connection with post-closing transition and separation costs.
(5) Other expenses include non-recurring professional service fees related to the execution of various reorganization projects and foreign currency exchange rate impacts on restructuring balances.
(6) During the fourth quarter of 2025, the Company recorded a non-cash dividend on the Syntiant investment in the form of additional Series D-2 shares with a value of $6.2 million.
(7) The non-GAAP reconciling adjustments include stock-based compensation expense, intangibles amortization expense, impairment charges, restructuring charges, production transfer costs, acquisition-related costs, and other expenses, partially offset by dividend income and a credit to transition services.
(8) Income tax effects of non-GAAP reconciling adjustments are calculated using the applicable tax rates in the jurisdictions of the underlying adjustments.
(9) 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 increased non-GAAP diluted earnings per share by $0.01 for the year ended December 31, 2024.
(10) 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.
KNOWLES CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
(unaudited)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Current assets: | ||||
| Cash and cash equivalents | $ | 54.2 | $ | 130.1 |
| Receivables, net of allowances of $0.0 and $0.1 | 102.8 | 105.0 | ||
| Inventories | 124.6 | 118.0 | ||
| Prepaid and other current assets | 9.8 | 8.3 | ||
| Total current assets | 291.4 | 361.4 | ||
| Property, plant, and equipment, net | 140.2 | 130.1 | ||
| Goodwill | 270.3 | 269.8 | ||
| Intangible assets, net | 141.1 | 157.4 | ||
| Operating lease right-of-use assets | 19.1 | 8.6 | ||
| Investment in affiliate | 83.4 | 77.2 | ||
| Other assets and deferred charges | 105.6 | 113.7 | ||
| Total assets | $ | 1,051.1 | $ | 1,118.2 |
| Current liabilities: | ||||
| Current maturities of long-term debt | $ | — | $ | 68.5 |
| Accounts payable | 42.9 | 58.5 | ||
| Accrued compensation and employee benefits | 29.7 | 29.4 | ||
| Operating lease liabilities | 4.1 | 3.9 | ||
| Other accrued expenses | 28.2 | 33.6 | ||
| Federal and other taxes on income | 1.0 | 3.7 | ||
| Total current liabilities | 105.9 | 197.6 | ||
| Long-term debt | 114.0 | 134.0 | ||
| Deferred income taxes | 1.1 | 1.1 | ||
| Long-term operating lease liabilities | 16.1 | 5.8 | ||
| Other liabilities | 38.2 | 23.7 | ||
| Commitments and contingencies | ||||
| 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; 99,651,892 and 84,887,498 shares issued and outstanding at December 31, 2025, respectively, and 98,551,188 and 87,358,659 shares issued and outstanding at December 31, 2024, respectively | 1.0 | 1.0 | ||
| Treasury stock - at cost; 14,764,394 and 11,192,529 shares at December 31, 2025 and 2024, respectively | (270.7) | (205.2) | ||
| Additional paid-in capital | 1,739.6 | 1,711.9 | ||
| Accumulated deficit | (569.4) | (613.6) | ||
| Accumulated other comprehensive loss | (124.7) | (138.1) | ||
| Total stockholders' equity | 775.8 | 756.0 | ||
| Total liabilities and stockholders' equity | $ | 1,051.1 | $ | 1,118.2 |
KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| Years Ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Operating Activities | ||||
| Net earnings (loss) | $ | 44.2 | $ | (237.8) |
| Adjustments to reconcile net earnings (loss) to cash from operating activities: | ||||
| Goodwill impairment | — | 262.5 | ||
| Depreciation and amortization | 36.3 | 50.3 | ||
| Stock-based compensation | 28.4 | 22.8 | ||
| Non-cash interest expense and amortization of debt issuance costs | 4.8 | 8.1 | ||
| Impairment charges on fixed assets | 3.6 | — | ||
| Loss (gain) on sale of business | 2.8 | (6.8) | ||
| Gain on sale of fixed assets | 0.1 | (1.1) | ||
| Deferred income taxes | 8.9 | 9.5 | ||
| Non-cash restructuring charges | — | 0.7 | ||
| Dividend income | (6.2) | — | ||
| Gain on sale of technology | — | (7.2) | ||
| Other, net | 8.8 | 1.8 | ||
| Changes in assets and liabilities (excluding effects of foreign exchange): | ||||
| Receivables, net | 1.1 | 4.0 | ||
| Inventories | (5.1) | 1.6 | ||
| Prepaid and other current assets | (0.7) | 1.4 | ||
| Accounts payable | (18.0) | 25.0 | ||
| Accrued compensation and employee benefits | (0.2) | 3.5 | ||
| Other accrued expenses | (6.2) | (3.0) | ||
| Accrued taxes | (2.3) | 1.6 | ||
| Other non-current assets and non-current liabilities | 13.7 | (6.8) | ||
| Net cash provided by operating activities | 114.0 | 130.1 | ||
| Investing Activities | ||||
| Proceeds from the sale of business | — | 58.0 | ||
| Payment to finance seller loan | — | (6.4) | ||
| Proceeds from the sale of technology | — | 7.2 | ||
| Proceeds from seller loan repayment | 0.5 | — | ||
| Capital expenditures | (32.1) | (13.6) | ||
| Purchase of investments | (1.6) | (0.5) | ||
| Proceeds from the sale of investments | 1.6 | 0.5 | ||
| Net cash (used in) provided by investing activities | (31.6) | 45.2 | ||
| Financing Activities | ||||
| Payments under revolving credit facility | (55.0) | (166.0) | ||
| Payments under Seller Note | (72.7) | (50.0) | ||
| Borrowings under revolving credit facility | 35.0 | 140.0 | ||
| Repurchase of common stock | (65.0) | (53.7) | ||
| Proceeds from the exercise of stock options | 6.7 | 5.8 | ||
| Tax on restricted and performance stock unit vesting and stock option exercises | (7.4) | (6.6) | ||
| Payments of finance lease obligations | (0.5) | (1.5) | ||
| Net cash used in financing activities | (158.9) | (132.0) | ||
| Effect of exchange rate changes on cash and cash equivalents | 0.6 | (0.5) | ||
| Net (decrease) increase in cash and cash equivalents | (75.9) | 42.8 | ||
| Cash and cash equivalents at beginning of period | 130.1 | 87.3 | ||
| Cash and cash equivalents at end of period | $ | 54.2 | $ | 130.1 |
KNOWLES CORPORATION
RECONCILIATION OF GAAP CASH FLOW MEASURES TO NON-GAAP CASH FLOW MEASURES (1)
(in millions, except per share amounts)
(unaudited)
| Quarter Ended | Year Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | September 30, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||||||||
| Net cash provided by operating activities | $ | 47.2 | $ | 29.1 | $ | 35.1 | $ | 114.0 | $ | 130.1 | |||||
| Amounts utilized in (provided by) in discontinued operations | 1.3 | 1.9 | (2.3) | 32.5 | (24.4) | ||||||||||
| Non-GAAP net cash attributable to continuing operations | 48.5 | 31.0 | 32.8 | 146.5 | 105.7 | ||||||||||
| Capital expenditures | (15.3) | (7.7) | (3.3) | (32.1) | (13.6) | ||||||||||
| Amounts attributable to discontinued operations | — | — | 0.8 | — | 1.7 | ||||||||||
| Non-GAAP capital expenditures attributable to continuing operations | (15.3) | (7.7) | (2.5) | (32.1) | (11.9) | ||||||||||
| Non-GAAP net cash attributable to continuing operations | 48.5 | 31.0 | 32.8 | 146.5 | 105.7 | ||||||||||
| Non-GAAP capital expenditures attributable to continuing operations | (15.3) | (7.7) | (2.5) | (32.1) | (11.9) | ||||||||||
| Adjusted free cash flow | $ | 33.2 | $ | 23.3 | $ | 30.3 | $ | 114.4 | $ | 93.8 | |||||
| Adjusted free cash flow as a % of revenues | 20.5 | % | 15.2 | % | 21.3 | % | 19.3 | % | 16.9 | % |
(1) In addition to measuring cash flow generation based on the operating, investing, and financing classifications included in the Consolidated Statement of Cash Flows, 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 utilized in or provided 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.
10
exhibit992q42025
F E B R U A R Y 5 , 2 0 2 6 Earnings Q42025
2 Safe Harbor Forward Looking Statements This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, such as statements about our future plans, objectives, expectations, financial performance, and continued business operations. The words "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 presentation are based on currently available information and the current expectations, forecasts, and assumptions of Knowles’ 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: fluctuations in our stock's market price; fluctuations in operating results and cash flows; our ability to prevent or identify quality issues in our products or to promptly remedy any such issues that are identified; risks associated with increasing our inventories in advance of anticipated orders by customers; escalating international trade tensions, new or increased tariffs and trade wars among countries; the impact of changes to laws and regulations that affect the Company’s ability to offer products or services to customers in different regions; our ability to achieve reductions in our operating expenses; the ability to qualify our products and facilities with customers; our ability to obtain, enforce, defend or monetize our intellectual property rights; disruption caused by a cybersecurity incident, including a cyber-attack, cyber breach, theft, or other unauthorized access; increases in the costs of critical raw materials and components; availability of raw materials and components; managing new product ramps and introductions for our customers; our dependence on a limited number of large customers; our ability to maintain and expand our existing relationships with leading OEMs in order to maintain and increase our revenue; increasing competition and new entrants in the market for our products; our ability to develop new or enhanced products or technologies in a timely manner that achieve market acceptance; global economic instability, including due to inflation, rising interest rates, or the impacts of geopolitical uncertainties; financial risks, including risks relating to currency fluctuations, credit risks and fluctuations in the market value of the Company; a sustained decline in our stock price and market capitalization may result in the impairment of certain intangible or long-lived assets; market risk associated with fluctuations in commodity prices, particularly for various precious metals used in our manufacturing operation, changes in tax laws, changes in tax rates and exposure to additional tax liabilities; and other risks, relevant factors, and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, subsequent Reports on Forms 10-Q and 8-K and our other filings we make with the U.S. Securities and Exchange Commission. Knowles disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Non-GAAP Disclaimer The financial results disclosed in this presentation include certain measures calculated and presented in accordance with GAAP. In addition to the GAAP results included in this presentation, Knowles has presented supplemental, non-GAAP gross profit, adjusted earnings before interest and income taxes, adjusted earnings before interest and income taxes margin, adjusted earnings before interest, taxes, depreciation, and amortization; adjusted earnings before interest, taxes, depreciation, and amortization margin; non-GAAP gross profit margin, non-GAAP diluted earnings per share, non-GAAP operating expense; free cash flow; and free cash flow margin to facilitate evaluation of Knowles’ operating performance. These non-GAAP financial measures exclude certain amounts that are included in the most directly comparable GAAP measure. In addition, these non-GAAP financial measures do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies. Knowles uses non-GAAP measures as supplements to its GAAP results of operations in evaluating certain aspects of its business, and its executive management team focuses on non-GAAP items as key measures of Knowles’ performance for business planning purposes. These measures assist Knowles in 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 these 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. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the reconciliation tables in the Appendix.
3 Knowles at-a-glance. $593M 2025 Revenue 5,000+ Global Employees 600+ Engineers 75+ Years in Industry 55% Precision Devices 45% MedTech & Specialty Audio 45% MedTech 4% Electrification / Energy 21% Defense & Aerospace 30% Industrial 2025 Market Revenue Mix 2025 Segment Revenue Mix
4 Why we win. High Performance Technology Enabler of Customer Innovation Customization at Scale High Performance Ceramic Capacitors & RF / Microwave Filters Serving a diverse and innovative customer base across attractive end markets. Scale of large manufacturer = Agility and innovation Competitive Advantage MEDTECH DEFENSE INDUSTRIAL ELECTRIFICATION High Perf rmance Capacitors & RF/Microwave Filters Hearing Health Solutions
5 61 68 75 38 108 142 107 129 140 2017 2018 2019 2020 2021 2022 2023 2024 2025 * For this non-GAAP financial measure, see the Appendix for GAAP to non-GAAP reconciliation Adjusted EBITDA* CAGR 2017-2025 Historical Financial Performance - Continuing Operations 321 364 396 355 442 479 457 554 593 2017 2018 2019 2020 2021 2022 2023 2024 2025 11% CAGR Focused on areas with higher returns and growth Invested in demanding growth markets 8% CAGR Revenue CAGR 2017-2025
6 Historical Financial Performance - Continuing Operations 96 79 106 146 2022 2023 2024 2025 Cash Generated by Operating Activities * 2022-2025 Share Repurchase $210M Capital Expenditures $71M M&A Deployment $263M Capital Deployment (2022-2025) Average of 20% of Revenue over the Period 12 Million shares repurchased 3% of Revenues over the period Cornell Dublier Acquisition * For this non-GAAP financial measure, non-GAAP net cash provided by operating activities, see the Appendix for GAAP to non-GAAP reconciliation
7 142.5 162.2 4Q 2024 4Q 2025 * For this non-GAAP financial measure, see the Appendix for GAAP to non-GAAP reconciliation Revenue ($M) Revenues exceeded the high end of the guided range with revenue growth accelerating in the back half of the year driven by demand for our products and new design win strength. Non-GAAP Diluted EPS grew substantially driven by higher volume, margin expansion and lower interest expense. Cash generated by operating activities was above the high end of our guidance range driven by increased EBITDA and lower-than-expected net working capital. +13.8% Fourth Quarter Results 0.27 0.36 4Q 2024 4Q 2025 Non-GAAP Diluted EPS* ($) +33.3% 35.1 47.2 4Q 2024 4Q 2025 Net Cash Provided by Operating Activities ($M) +34.5%
8 553.5 593.2 FY2024 FY2025 Financial measures depicted on this slide (other than net cash provided by operating activities) are for continuing operations. * For this non-GAAP financial measure, see the Appendix for GAAP to non-GAAP reconciliation Revenue ($M) +7.2% Full Year Results 0.92 1.11 FY2024 FY2025 Non-GAAP Diluted EPS* ($) +20.7% 130.1 114.0 FY2024 FY2025 Net Cash Provided by Operating Activities ($M) -12.4% Full Year Revenue exceeded the high end of our five-year organic growth target with strength in both segments and across most end markets. Non-GAAP Diluted EPS grew substantially driven by higher volume, margin expansion and lower interest expense. Full Year cash provided by operating activities was 19.2% of Revenues. The decline was driven by CMM which was divested at the end of 2024.
9* For this non-GAAP financial measure, see the Appendix for GAAP to non-GAAP reconciliation Fourth Quarter and Full Year revenue grew at the high end of the organic growth target driven by increased shipment volumes. Adjusted EBITDA margins were down slightly in 2025 based on product mix. 69.7 72.5 4Q 2024 4Q 2025 Revenue ($) +4.0% 42.5 42.6 4Q 2024 4Q 2025 Adjusted EBITDA Margin* (%) MedTech & Specialty Audio SEGMENT PERFORMANCE 253.5 264.3 FY2024 FY2025 Revenue ($) +4.3% 43.6 42.0 FY2024 FY2025 Adjusted EBITDA Margin* (%) -160 bps
10* For this non-GAAP financial measure, see the Appendix for GAAP to non-GAAP reconciliation 72.8 89.7 4Q 2024 4Q 2025 Revenue ($) +23.2% 20.5 23.4 4Q 2024 4Q 2025 Adjusted EBITDA Margin* (%) Precision Devices SEGMENT PERFORMANCE 300.0 328.9 FY2024 FY2025 Revenue ($) +9.6% 20.2 22.3 FY2024 FY2025 Adjusted EBITDA Margin* (%) +210 bps Revenue grew significantly in the fourth quarter as growth accelerated in the back half of the year with inventory levels normalizing with our distribution partners. Adjusted EBITDA margins increased both in Q4 and on a full year basis as higher end market demand and increased factory capacity utilization. +290 bps
11 First Quarter 2026 Outlook Non-GAAPAdjustments GAAP $143 to $153 million$—$143 to $153 millionRevenues from continuing operations $0.22 to $0.26$0.13$0.09 to $0.13Diluted earnings per share from continuing operations $(5) to $5 million $—$(5) to $5 millionNet cash provided by operating activities Q1 2026 GAAP results from continuing operations are expected to include approximately $0.09 per share in stock-based compensation expense and $0.04 per share in intangibles amortization expense. These items are excluded from non-GAAP results.
12 2 0 2 6 - 2 0 2 9 8-10% Revenue CAGR 10-14% Adjusted EBITDA† CAGR Creating value for our organization, customers and shareholders — today and in the future. * For this non-GAAP financial measure, see the Appendix for GAAP to non-GAAP reconciliation † Reconciliation of this forward-looking non-GAAP financial measure to the most directly comparable GAAP financial measure is not provided because the information needed to complete a reconciliation is unavailable without unreasonable effort. 8% Revenue CAGR 11% Adjusted EBITDA* CAGR 2 0 1 7 - 2 0 2 5 CONTINUING OPERATIONS 16-20% Cash from Operations as a % of Revenue
13 8-10% Revenue CAGR Our components of revenue growth. 6-8% Precision Devices 2-4% MedTech & Specialty Audio 4% Acquisitions 2 0 2 6 - 2 0 2 9 2 0 2 6 - 2 0 2 9
14 Pricing / Higher Value Products Factory Productivity Initiatives Capacity Utilization Continuing to drive value with strong earnings growth. Margin Expansion Operating Expenses Accretive Acquisitions Continued disciplined approach to SG&A Accretive in first 12 months Organic Revenue Growth EBITDA drop through 10-14% Adjusted EBITDA CAGR † 2 0 2 6 - 2 0 2 9 † Reconciliation of this forward-looking non-GAAP financial measure to the most directly comparable GAAP financial measure is not provided because the information needed to complete a reconciliation is unavailable without unreasonable effort
15 Consolidation in existing products and technologies Extensions to product lines which serve our existing markets and customers Adjacencies to expand our technology and customer base Consumer MEMS Microphones Strategically focused on expanding from our strong core. ACQUISITIONS DIVESTITURES
16 Deploy capital with targeted return of 200-300 bps above cost of capital. Capital Allocation Organic Investment • Capital investments of 4-5% of revenues over a cycle to support new business and product innovation M&A • Focal point of our capital allocation strategy • Supported by robust pipeline focused on high-growth end markets • Demonstrated capabilities to acquire and integrate • Existing liquidity of $340M+ supports acquisition growth • Limit net leverage ratio to 2.75x Share Repurchase • $271M executed on existing $400M program through Q4 2025 • Taking an opportunistic and efficient approach to future share repurchases Net Leverage represents Debt less Cash over EBITDA
1 2 3 4 5 17 Strategic transformation into industrial technology leader completed with focus on attractive MedTech, Defense, Industrial, and Energy markets Historical financial performance demonstrates ability of portfolio to deliver future growth with strong margin expansion over a cycle Differentiation through customization at scale creating distinct competitive advantage Proven M&A strategy to supplement organic growth Strong balance sheet and cash generation with capital allocation strategy to drive shareholder returns Summary
Appendix 18
Notes 1. Production transfer costs represent duplicate costs incurred to migrate manufacturing to existing facilities. 2. These expenses are related to the acquisition of Cornell Dubilier by the Precision Devices segment. These expenses include ongoing costs to facilitate integration, the amortization of fair value adjustments to inventory, and costs incurred by the Company to carry out this transaction. 3. Transition services represent amounts charged to Syntiant in connection with post- closing transition and separation costs. 4. Other expenses include non-recurring professional service fees related to the execution of various reorganization projects, and foreign currency exchange rate impacts on restructuring balances. 5. During the year ended December 31, 2025, the Company recorded a non-cash dividend on the Syntiant investment in the form of additional Series D-2 shares with a value of $6.2 million. RECO N CILIATIO N O F G A A P FIN A N CIA L M EA SU RES TO N O N -G A A P FIN A N CIA L M EA SU RES Year Ended December 31,Quarter Ended December 31, 2024202520242025(continuing operations, in millions, except per share amounts) $ 553.5$ 593.2$ 142.5$ 162.2Revenues $ 234.8$ 256.3$ 60.9$ 72.5Gross profit 42.4 %43.2 %42.7 %44.7 %Gross profit margin 1.51.50.40.4Stock-based compensation expense —3.6——Impairment charges 1.90.80.50.1Restructuring charges 3.81.61.00.7Production transfer costs (1) 2.3—0.1—Acquisition-related costs (2) —(0.9)—(0.2)Transition services credit (3) 1.10.8——Other (4) $ 245.4$ 263.7$ 62.9$ 73.5Non-GAAP gross profit 44.3 %44.5 %44.1 %45.3 %Non-GAAP gross profit margin $ 183.0$ 186.0$ 45.5$ 46.7Operating expenses (20.7)(26.9)(5.0)(5.6)Stock-based compensation expense (17.0)(16.2)(4.2)(4.1)Intangibles amortization expense (1.5)(3.0)—(0.5)Restructuring charges (0.4)(0.1)(0.2)—Production transfer costs (1) (6.1)(0.8)(0.8)(0.2)Acquisition-related costs (2) —1.1—0.1Transition services credit (3) (1.4)0.6(0.9)0.2Other (4) $ 135.9$ 140.7$ 34.4$ 36.6Non-GAAP operating expenses 24.6 %23.7 %24.1 %22.6 %Non-GAAP operating expenses margin $ 23.4$ 50.9$ 10.4$ 25.5Net earnings 16.39.33.41.8Interest expense, net 11.313.13.34.1Provision for income taxes 51.073.317.131.4Earnings before interest and income taxes 9.2 %12.4 %12.0 %19.4 %Earnings before interest and income taxes margin 22.228.45.46.0Stock-based compensation expense 17.016.24.24.1Intangibles amortization expense —3.6——Impairment charges 3.43.80.50.6Restructuring charges 4.21.71.20.7Production transfer costs (1) 8.40.80.90.2Acquisition-related costs (2) —(2.0)—(0.3)Transition services credit (3) —(6.2)—(6.2)Dividend income (5) 1.70.50.1(0.3)Other (4) $ 107.9$ 120.1$ 29.4$ 36.2Adjusted earnings before interest and income taxes 19.5 %20.2 %20.6 %22.3 %Adjusted earnings before interest and income taxes margin 19
RECO N CILIATIO N O F G A A P FIN A N CIA L M EA SU RES TO N O N -G A A P FIN A N CIA L M EA SU RES Notes 6. The non-GAAP reconciling adjustments include stock-based compensation expense, intangibles amortization expense, impairment charges, restructuring charges, production transfer costs, acquisition-related costs, and other expenses, partially offset by dividend income and a credit to transition services. 7. Income tax effects of non-GAAP reconciling adjustments are calculated using the applicable tax rates in the jurisdictions of the underlying adjustments. 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. Knowles' 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 increased Non-GAAP diluted earnings per share by $0.01 for the year ended December 31, 2024. 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. Year Ended December 31,Quarter Ended December 31, 2024202520242025(continuing operations, in millions, except per share amounts) $ 23.4$ 50.9$ 10.4$ 25.5Net earnings 16.39.33.41.8Interest expense, net 11.313.13.34.1Provision for income taxes 51.073.317.131.4Earnings before interest and income taxes 56.946.812.34.8Non-GAAP reconciling adjustments (6) 20.620.15.35.1Depreciation expense $ 128.5$ 140.2$ 34.7$ 41.3 Adjusted earnings before interest, income taxes, depreciation, and amortization ("EBITDA") 23.2 %23.6 %24.4 %25.5 %Adjusted EBITDA margin $ 23.4$ 50.9$ 10.4$ 25.5Net earnings 56.946.812.34.8Non-GAAP reconciling adjustments (6) (3.6)—(1.6)(1.1)Income tax effects of non-GAAP reconciling adjustments (7) $ 83.9$ 97.7$ 24.3$ 31.4Non-GAAP net earnings $ 0.26$ 0.58$ 0.12$ 0.29Diluted earnings per share 0.660.530.150.07Earnings (loss) per share non-GAAP reconciling adjustment (6) (7) (8) $ 0.92$ 1.11$ 0.27$ 0.36Non-GAAP diluted earnings per share (8) 90.188.089.487.5Diluted average shares outstanding 1.30.41.1(0.3)Non-GAAP adjustment (8) (9) 91.488.490.587.2Non-GAAP diluted average shares outstanding (8) (9) 20
H IST O R IC A L SE G M E N T D A T A MedTech & Specialty AudioPrecision Devices Quarter EndedQuarter Ended December 31,March 31,June 30,September 30,December 31,December 31,March 31,June 30,September 30,December 31, 2024202520252025202520242025202520252025(continuing operations, in millions) $ 69.7$ 59.7$ 67.4$ 64.7$ 72.5$ 72.8$ 72.5$ 78.5$ 88.2$ 89.7Revenues $ 35.7$ 28.7$ 30.4$ 34.1$ 37.4$ 25.6$ 25.3$ 30.0$ 35.7$ 35.0Gross profit 51.2 %48.1 %45.1 %52.7 %51.6 %35.2 %34.9 %38.2 %40.5 %39.0 %Gross profit margin 0.10.30.10.20.20.30.20.20.10.2Stock-based compensation expense ——3.6———————Impairment charges —0.1———0.50.3—0.20.1Restructuring charges —————1.00.10.20.60.7Production transfer costs —————0.1————Acquisition-related costs $ 35.8$ 29.1$ 34.1$ 34.3$ 37.6$ 27.5$ 25.9$ 30.4$ 36.6$ 36.0Non-GAAP gross profit 51.4 %48.7 %50.6 %53.0 %51.9 %37.8 %35.7 %38.7 %41.5 %40.1 %Non-GAAP gross profit margin $ 5.3$ 5.1$ 5.1$ 5.0$ 5.4$ 5.0$ 4.9$ 5.0$ 5.1$ 5.1Research and development expenses 7.6 %8.5 %7.6 %7.7 %7.4 %6.9 %6.8 %6.4 %5.8 %5.7 %Research and development expenses margin (0.6)(0.6)(0.5)(0.4)(0.5)(0.2)(0.5)(0.3)(0.3)(0.2)Stock-based compensation expense —————(0.6)(0.5)(0.7)(0.6)(0.7)Intangibles amortization expense —————(0.1)————Acquisition-related costs $ 4.7$ 4.5$ 4.6$ 4.6$ 4.9$ 4.1$ 3.9$ 4.0$ 4.2$ 4.2Non-GAAP research and development expenses 6.7 %7.5 %6.8 %7.1 %6.8 %5.6 %5.4 %5.1 %4.8 %4.7 %Non-GAAP research and development expenses margin $ 4.8$ 4.2$ 4.4$ 4.1$ 4.5$ 16.2$ 16.1$ 16.6$ 16.0$ 17.6Selling and administrative expenses 6.9 %7.0 %6.5 %6.3 %6.2 %22.3 %22.2 %21.1%18.1 %19.6 %Selling and administrative expenses margin (1.0)(0.8)(0.9)(0.6)(0.6)(0.7)(0.7)(0.7)(0.7)(0.7)Stock-based compensation expense —————(3.6)(3.5)(3.4)(3.4)(3.4)Intangibles amortization expense —————(0.2)(0.1)———Production transfer costs —————(0.7)(0.5)(0.2)0.1(0.2)Acquisition-related costs $ 3.8$ 3.4$ 3.5$ 3.5$ 3.9$ 11.0$ 11.3$ 12.3$ 12.0$ 13.3Non-GAAP selling and administrative expenses 5.5 %5.7 %5.2 %5.4 %5.4 %15.1 %15.6 %15.7 %13.6 %14.8 %Non-GAAP selling and administrative expenses margin $ 10.1$ 9.5$ 9.5$ 9.1$ 10.0$ 21.2$ 22.1$ 21.6$ 21.2$ 23.1Operating expenses 14.5 %15.9 %14.1 %14.1 %13.8 %29.1 %30.5 %27.5 %24.0 %25.8 %Operating expenses margin (1.6)(1.4)(1.4)(1.0)(1.1)(0.9)(1.2)(1.0)(1.0)(0.9)Stock-based compensation expense —————(4.2)(4.0)(4.1)(4.0)(4.1)Intangibles amortization expense —(0.2)——(0.1)—(1.1)—(0.1)(0.4)Restructuring charges —————(0.2)(0.1)———Production transfer costs —————(0.8)(0.5)(0.2)0.1(0.2)Acquisition-related costs $ 8.5$ 7.9$ 8.1$ 8.1$ 8.8$ 15.1$ 15.2$ 16.3$ 16.2$ 17.5Non-GAAP operating expenses 12.2 %13.2 %12.0 %12.5 %12.1%20.7 %21.0 %20.8 %18.4 %19.5 %Non-GAAP operating expenses margin 21
H IST O R IC A L SE G M E N T D A T A MedTech & Specialty AudioPrecision Devices Quarter EndedQuarter Ended December 31,March 31,June 30,September 30,December 31,December 31,March 31,June 30,September 30,December 31, 2024202520252025202520242025202520252025(continuing operations, in millions) $ 69.7$ 59.7$ 67.4$ 64.7$ 72.5$ 72.8$ 72.5$ 78.5$ 88.2$ 89.7Revenues $ 25.6$ 19.2$ 20.9$ 25.0$ 27.4$ 4.4$ 3.2$ 8.4$ 14.5$ 11.9Operating earnings —(0.1)(0.1)——0.1—0.20.2—Other expense (income), net $ 25.6$ 19.3$ 21.0$ 25.0$ 27.4$ 4.3$ 3.2$ 8.2$ 14.3$ 11.9Earnings before interest and income taxes 36.7 %32.3 %31.2 %38.6 %37.8 %5.9 %4.4 %10.4 %16.2 %13.3 %Earnings before interest and income taxes margin 1.71.71.51.21.31.21.41.21.11.1Stock-based compensation expense —————4.24.04.14.04.1Intangibles amortization expense ——3.6———————Impairment charges —0.3——0.10.51.4—0.30.5Restructuring charges —————1.20.20.20.60.7Production transfer costs —————0.90.50.2(0.1)0.2Acquisition-related costs $ 27.3$ 21.3$ 26.1$ 26.2$ 28.8$ 12.3$ 10.7$ 13.9$ 20.2$ 18.5Adjusted earnings before interest and income taxes 39.2 %35.7 %38.7 %40.5 %39.7 %16.9 %14.8 %17.7 %22.9 %20.6 %Adjusted earnings before interest and income taxes margin $ 25.6$ 19.2$ 20.9$ 25.0$ 27.4$ 4.4$ 3.2$ 8.4$ 14.5$ 11.9Operating earnings —(0.1)(0.1)——0.1—0.20.2—Other expense (income), net $ 25.6$ 19.3$ 21.0$ 25.0$ 27.4$ 4.3$ 3.2$ 8.2$ 14.3$ 11.9Earnings before interest and income taxes 1.72.05.11.21.48.07.55.75.96.6Non-GAAP reconciling adjustments 2.32.12.22.12.12.62.52.42.52.5Depreciation expense $ 29.6$ 23.4$ 28.3$ 28.3$ 30.9$ 14.9$ 13.2$ 16.3$ 22.7$ 21.0 Adjusted earnings before interest, income taxes, depreciation, and amortization ("EBITDA") 42.5 %39.2 %42.0 %43.7 %42.6 %20.5 %18.2 %20.8 %25.7 %23.4 %Adjusted EBITDA margin 22
H IST O R IC A L SE G M E N T D A T A MedTech & Specialty AudioPrecision Devices Year EndedYear Ended December 31,December 31,December 31,December 31, 2024202520242025(continuing operations, in millions) $ 253.5$ 264.3$ 300.0$ 328.9Revenues $ 133.2$ 130.6$ 104.1$ 126.0Gross profit 52.5 %49.4 %34.7 %38.3 %Gross profit margin 0.40.80.80.7Stock-based compensation expense 3.6——Impairment charges —0.11.90.6Restructuring charges ——3.81.6Production transfer costs ——2.3—Acquisition-related costs ——0.5—Other $ 133.6$ 135.1$ 113.4$ 128.9Non-GAAP gross profit 52.7 %51.1 %37.8 %39.2 %Non-GAAP gross profit margin $ 19.8$ 20.6$ 19.6$ 20.1Research and development expenses 7.8 %7.8 %6.5 %6.1 %Research and development expenses margin (1.8)(2.0)(0.6)(1.3)Stock-based compensation expense ——(2.4)(2.5)Intangibles amortization expense ——(0.6)—Acquisition-related costs $ 18.0$ 18.6$ 16.0$ 16.3Non-GAAP research and development expenses 7.1 %7.0 %5.3 %5.0 %Non-GAAP research and development expenses margin $ 15.9$ 17.2$ 68.0$ 66.3Selling and administrative expenses 6.3 %6.5 %22.7 %20.2 %Selling and administrative expenses margin (2.6)(2.9)(1.3)(2.8)Stock-based compensation expense ——(14.6)(13.7)Intangibles amortization expense ——(0.4)(0.1)Production transfer costs ——(4.5)(0.8)Acquisition-related costs $ 13.3$ 14.3$ 47.2$ 48.9Non-GAAP selling and administrative expenses 5.2 %5.4 %15.7 %14.9 %Non-GAAP selling and administrative expenses margin $ 35.7$ 38.1$ 89.1$ 88.0Operating expenses 14.1 %14.4 %29.7 %26.8 %Operating expenses margin (4.4)(4.9)(1.9)(4.1)Stock-based compensation expense ——(17.0)(16.2)Intangibles amortization expense —(0.3)(1.5)(1.6)Restructuring charges ——(0.4)(0.1)Production transfer costs ——(5.1)(0.8)Acquisition-related costs $ 31.3$ 32.9$ 63.2$ 65.2Non-GAAP operating expenses 12.3 %12.4 %21.1%19.8 %Non-GAAP operating expenses margin 23
H IST O R IC A L SE G M E N T D A T A MedTech & Specialty AudioPrecision Devices Year EndedYear Ended December 31,December 31,December 31,December 31, 2024202520242025(continuing operations, in millions) $ 253.5$ 264.3$ 300.0$ 328.9Revenues $ 97.5$ 92.5$ 15.0$ 38.0Operating earnings —(0.2)0.20.4Other expense (income), net $ 97.5$ 92.7$ 14.8$ 37.6Earnings before interest and income taxes 38.5 %35.1 %4.9 %11.4 %Earnings before interest and income taxes margin 4.85.72.74.8Stock-based compensation expense ——17.016.2Intangibles amortization expense —3.6——Impairment charges —0.43.42.2Restructuring charges ——4.21.7Production transfer costs ——7.40.8Acquisition-related costs ——0.5—Other $ 102.3$ 102.4$ 50.0$ 63.3Adjusted earnings before interest and income taxes 40.4 %38.7 %16.7 %19.2 %Adjusted earnings before interest and income taxes margin $ 97.5$ 92.5$ 15.0$ 38.0Operating earnings —(0.2)0.20.4Other expense (income), net $ 97.5$ 92.7$ 14.8$ 37.6Earnings before interest and income taxes 4.89.735.225.7Non-GAAP reconciling adjustments 8.38.510.59.9Depreciation expense $ 110.6$ 110.9$ 60.5$ 73.2 Adjusted earnings before interest, income taxes, depreciation, and amortization ("EBITDA") 43.6 %42.0 %20.2 %22.3 %Adjusted EBITDA margin 24
Quarter Ended Trailing 12-months March 31,June 30,September 30,December 31, 2025202520252025(Continuing operations, in millions) $ 50.9$ (0.4)$ 7.8$ 18.0$ 25.5Net earnings (loss) 9.32.72.52.31.8Interest expense, net 13.11.23.54.34.1Provision for income taxes 73.33.513.824.631.4Earnings before interest and income taxes 28.410.26.35.96.0Stock-based compensation expense 16.24.04.14.04.1Intangibles amortization expense 3.6—3.6——Impairment charges 3.82.9—0.30.6Restructuring charges 1.70.20.20.60.7Production transfer costs 0.80.50.2(0.1)0.2Acquisition-related costs (2.0)(0.7)(0.5)(0.5)(0.3)Transition services credit (6.2)———(6.2)Dividend income 0.51.1—(0.3)(0.3)Other 46.818.213.99.94.8Non-GAAP reconciling adjustments 20.15.05.05.05.1Depreciation expense $ 140.2$ 26.7$ 32.7$ 39.5$ 41.3 Adjusted earnings before interest, income taxes, depreciation, and amortization ("Adjusted EBITDA") 25 R E C O N C ILIA T IO N O F N E T E A R N IN G S T O A D JU ST E D E B IT D A
R E C O N C ILIA T IO N O F N E T D E B T December 31, 2025(in millions) $ —Current maturities of long-term debt 114.0Long-term debt 114.0Total debt (54.2)Less: Cash and cash equivalents $ 59.8Net debt $ 59.8Net debt $ 140.2Trailing 12 Month Adjusted EBITDA 0.4 xNet debt leverage ratio 26
R E C O N C ILIA T IO N O F N E T E A R N IN G S T O A D JU ST E D E B IT D A 27 Year Ended December 31, 201720182019202020212022202320242025(Continuing operations, in millions) $ 321.2$ 363.7$ 395.9$ 355.4$ 441.9$ 478.8$ 456.8$ 553.5$ 593.2Revenues $ (11.3)$ 24.8$ 7.1$ (13.2)$ 98.4$ 66.4$ 65.6$ 23.4$ 50.9Net earnings (loss) 19.815.314.315.913.83.55.416.39.3Interest expense, net 7.7(10.6)10.22.4(53.0)21.3(28.3)11.313.1Provision for (benefit from) income taxes 16.229.531.65.159.291.242.751.073.3 Earnings from continuing operations before interest and income taxes 15.215.814.59.224.622.422.822.228.4Stock-based compensation expense 0.81.82.42.45.05.87.517.016.2Intangibles amortization expense ————————3.6Impairment charges 8.51.82.63.00.20.63.33.43.8Restructuring charges 6.32.62.30.2——0.44.21.7Production transfer costs ——————9.48.40.8Acquisition-related costs ————————(2.0)Transition services credit ————————(6.2)Dividend income 0.31.95.30.41.63.42.11.70.5Other 31.123.927.115.231.432.245.556.946.8Non-GAAP reconciling adjustments 13.914.816.417.217.618.618.720.620.1Depreciation expense $ 61.2$ 68.2$ 75.1$ 37.5$ 108.2$ 142.0$ 106.9$ 128.5$ 140.2 Adjusted earnings before interest, income taxes, depreciation, and amortization ("Adjusted EBITDA") 19.1 %18.8 %19.0 %10.6 %24.5 %29.7 %23.4 %23.2 %23.6 %Adjusted EBITDA margin
28 C A SH G E N E R A T E D B Y O P E R A T IN G A C T IV IT IE S O F C O N T IN U IN G O P E R A T IO N S 28 Year Ended December 31, 2022202320242025(Continuing operations, in millions) $ 478.8$ 456.8$ 553.5$ 593.2Revenues 86.3122.7130.1114.0Net cash provided by operating activities 9.8(43.6)(24.4)32.5Amounts utilized in (provided by) in discontinued operations 96.179.1105.7146.5Non-GAAP net cash attributable to continuing operations 20.1 %17.3 %19.1 %24.7 %Non-GAAP net cash attributable to continuing operations as a percentage of revenues (32.1)(16.9)(13.6)(32.1)Capital expenditures 17.24.71.7—Amounts attributable to discontinued operations (14.9)(12.2)(11.9)(32.1)Non-GAAP capital expenditures attributable to continuing operations 3.1 %2.7 %2.1 %5.4 % Non-GAAP capital expenditures attributable to continuing operations as a percentage of revenues
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