Knowles Corp

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, 2023, other than as set forth below.

If we are unsuccessful in implementing our divestment strategy for the CMM business our business and financial results may be adversely affected.

The planned strategic divestiture of our CMM business involves significant risks and uncertainties, some of which are beyond our control. The occurrence of an event, change, or other circumstance, such as various closing conditions associated with the transaction not being satisfied or waived, could give rise to the transaction terminating or a delay in consummation. Similarly, failure to obtain, delays in obtaining, or adverse conditions contained in, regulatory or other required approvals, could impact the timing and certainty of consummation. Further, we may encounter unanticipated difficulties or expenditures relating to the transaction, such as legal proceedings that may be instituted against the Company and others. The divestiture of CMM may also result in disruptions to our ongoing business due to, for example, challenges associated with the separation of business infrastructure, difficulties in employee retention, and the response of customers, distributors, suppliers and competitors.