Knowles Corp
For the period ended Dec 31, 2025. Filed Feb 9, 2026.
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FY2025 · Filed Feb 9, 2026
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Item 15. Exhibits and Financial Statement Schedules
a)The following documents are filed as part of this report:
(1) Financial Statements:
The financial statements are set forth under “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
(2) Financial Statement Schedules:
The following financial statement schedule is set forth under “Item 8. Financial Statements and Supplementary Data” of this Form 10-K. All other schedules have been omitted because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
Schedule II - Valuation and Qualifying Accounts
(3) Exhibits
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File No. · Date of Filing · Exhibit Number · Filed Herewith | |||||
| 3.1 | Restated Certificate of Incorporation of Knowles Corporation | 10-Q | 001-36102 | 7/30/2019 | 3.1 |
| 3.2 | Fifth Amended and Restated By-Laws of Knowles Corporation | 8-K | 001-36102 | 10/31/2024 | 3.1 |
| 4.1 | Description of Securities | 10-K | 001-36102 | 2/9/2023 | 4.1 |
| 10.1† | Knowles Corporation Senior Executive Change-in-Control Severance Plan | 8-K | 001-36102 | 5/1/2020 | 10.4 |
| 10.2† | Knowles Corporation Executive Severance Plan | 8-K | 001-36102 | 5/1/2020 | 10.3 |
| 10.3† | Nonemployee Director Deferral Program | 10-K | 001-36102 | 3/28/2014 | 10.5.7 |
| 10.4† | Executive Deferred Compensation Plan | 8-K | 001-36102 | 2/28/2014 | 10.6 |
| 10.5† | Executive Officer Annual Incentive Plan | 8-K | 001-36102 | 2/28/2014 | 10.5 |
| 10.6† | Knowles Corporation 2016 Equity and Cash Incentive Plan, incorporated herein by reference to Appendix B to the Registrant’s Definitive Proxy Statement | DEF 14A | 001-36102 | 3/15/2016 | Appendix B |
| 10.7† | Form of Restricted Stock Unit Award Agreement dated May 2, 2016 | 10-Q | 001-36102 | 8/9/2016 | 10.15 |
| 10.8† | Form of Stock Option Award Agreement dated May 2, 2016 | 10-Q | 001-36102 | 8/9/2016 | 10.16 |
| 10.9† | Addendum to Stock Option Agreement and Restricted Stock Award Agreement for Non-U.S Employees dated May 2, 2016 | 10-Q | 001-36102 | 8/9/2016 | 10.17 |
| 10.10† | Amendment Number One to the Knowles Corporation 2016 Equity and Cash Incentive Plan, dated November 18, 2016 | 10-K | 001-36102 | 2/21/2017 | 10.37 |
| 10.11† | Form of Restricted Stock Unit Award Agreement, dated November 17, 2016 | 10-K | 001-36102 | 2/21/2017 | 10.38 |
| 10.12† | Form of Stock Option Award Agreement, dated November 17, 2016 | 10-K | 001-36102 | 2/21/2017 | 10.39 |
| 10.13† | Form of Performance Share Unit Award Agreement dated February 16, 2017 | 10-Q | 001-36102 | 4/28/2017 | 10.1 |
| 10.14 | Amended and Restated Credit Agreement dated as of February 8, 2023, among Knowles Corporation, JPMorgan Chase Bank, N.A. and the other lenders thereto | 8-K | 001-36102 | 2/9/2023 | 10.1 |
| 10.15 | Amendment No. 1 to Amended and Restated Credit Agreement dated as of September 25, 2023, among Knowles Corporation, JP Morgan Chase Bank N.A., and the other lenders party thereto | 8-K | 001-36102 | 9/28/2023 | 10.1 | |
| 10.16 | Consent Memorandum, dated June 17, 2024, among JPMorgan Chase Bank, N.A., and the other lenders party thereto | 10-Q | 001-36102 | 7/31/2024 | 10.1 | |
| 10.17† | Knowles Corporation Nonemployee Director Deferral Program | 10-Q | 001-36102 | 10/30/2017 | 10.2 | |
| 10.18† | Knowles Corporation 2018 Equity and Cash Incentive Plan | DEF 14A | 001-36102 | 3/14/2018 | Appendix B | |
| 10.19† | Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan | 8-K | 001-36102 | 5/1/2020 | 10.1 | |
| 10.20† | Form of Performance Award Agreement | 10-Q | 001-36102 | 4/30/2018 | 10.1 | |
| 10.21† | Form of Restricted Stock Unit Award Agreement | 10-Q | 001-36102 | 7/30/2018 | 10.1 | |
| 10.22† | Form of Stock Option Award Agreement | 10-Q | 001-36102 | 7/30/2018 | 10.2 | |
| 10.23† | Form of Performance Award Agreement | 10-Q | 001-36102 | 7/30/2018 | 10.3 | |
| 10.24† | Knowles Corporation Deferred Compensation Plan | 8-K | 001-36102 | 11/04/2019 | 10.1 | |
| 10.25† | Form of Non-Employee Director Restricted Stock Unit Award Agreement | 8-K | 001-36102 | 5/1/2020 | 10.2 | |
| 10.26† | Special Performance Award Agreement | 8-K | 001-36102 | 2/25/2025 | 10.1 | |
| 10.27 | Purchase and Sale Agreement dated September 15, 2023, among Knowles Corporation, Knowles Capital Holdings, Inc., Knowles Intermediate PD Holdings, LLC, Cornell Dubilier Electronics, Inc., CD Aero, LLC, Kaplan Electronics, Inc. and the Sellers' Representative, Shareholders and Guarantors party thereto | 8-K | 001-36102 | 9/21/2023 | 10.1 | |
| 10.28 | Amendment to Purchase Agreement dated November 1, 2023, by and among Knowles Capital Holdings, Inc. and Knowles Intermediate PD Holdings, LLC and James Kaplan, in his capacity as Sellers' Representative | 10-Q | 001-36102 | 11/2/2023 | 10.2 | |
| 10.29 | Secured Promissory Note issued by Knowles Capital Holdings, Inc. and Knowles Intermediate PD Holdings, LLC to James P. Kaplan on November 1, 2023 | 10-Q | 001-36102 | 11/2/2023 | 10.4 | |
| 10.30 | Guarantee and Collateral Agreement dated as of November 1, 2023, among Knowles Corporation, as Guarantor, Knowles Capital Holdings, Inc. and Knowles Intermediate Holdings, Inc. as Grantors and James P. Kaplan, as Sellers' Representative | 10-Q | 001-36102 | 11/2/2023 | 10.5 | |
| 10.31 | Purchase and Sale Agreement, dated September 18, 2024, by and between Knowles Corporation and Syntiant Corporation | 8-K | 001-36102 | 9/18/2024 | 2.1 | |
| 19.1 | Insider Trading and Confidentiality Policy | 10-K | 001-36102 | 2/13/2025 | 19.1 | |
| 21.1 | Subsidiaries of Knowles Corporation | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | X | ||||
| 24.1 | Power of Attorney (included on the Signature page of this Annual Report on Form 10-K) | X | ||||
| 31.1 | Certificate of Principal Executive Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certificate of Principal Financial Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Joint Certificate of the Principal Executive Officer and Principal Financial Officer Required Under Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Knowles Corporation Policy on Recoupment of Incentive Compensation | 10-K | 001-36102 | 2/13/2025 | 97.1 | |
| 101 | The following materials from the Knowles Corporation Annual Report on Form 10-K for the year ended December 31, 2025 formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Earnings, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements | X |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL documents and included in Exhibit 101) | X |
| † | Indicates the exhibit is a management contract or compensatory plan or arrangement |
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