Every material Form 8-K Knowles has filed with the SEC since July 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Knowles reported third-quarter 2026 revenue of $184.0 million, up 20% from a year earlier and above the high end of its guidance, with GAAP diluted EPS of $0.24 versus $0.21. The company guided fourth-quarter 2026 revenue to $180 million to $190 million and non-GAAP diluted EPS to $0.39 to $0.43, and expects full-year 2026 revenue of $689 million, up 16%.
Q3 2026 revenue $184.0 million, up from $152.9 million in Q3 2025 and $166.8 million in Q2 2026
Q3 non-GAAP diluted EPS $0.38 versus $0.33 a year earlier; GAAP diluted EPS $0.24 versus $0.21
Q4 2026 guidance: revenue $180 million to $190 million; non-GAAP diluted EPS $0.39 to $0.43
Net cash provided by operating activities $44.6 million in Q3 2026 versus $29.1 million in Q3 2025
Knowles reported second-quarter 2026 revenue of $166.8 million, up 14% from a year earlier, and diluted EPS from continuing operations of $0.21, up from $0.09. The company said revenue exceeded the high end of its guided range and non-GAAP diluted EPS of $0.33 was above that range. It also gave a Q3 2026 outlook of $167 million to $177 million in revenue and non-GAAP diluted EPS of $0.34 to $0.38, and now expects 2026 revenue growth of 10% to 12%.
Q2 2026 revenue was $166.8 million, up 14% year over year; gross margin was 44.7% on a GAAP basis.
Q2 2026 diluted EPS from continuing operations was $0.21 versus $0.09 a year earlier; non-GAAP diluted EPS was $0.33, up 38%.
Q3 2026 guidance: revenue of $167 million to $177 million and non-GAAP diluted EPS of $0.34 to $0.38.
Management expects 2026 revenue growth of 10% to 12% and adjusted EBITDA growth of more than 20%.
Knowles reported first-quarter 2026 revenue of $153.1 million, up 16% from a year earlier, and non-GAAP diluted EPS from continuing operations of $0.27, up 50%. The company also guided second-quarter 2026 non-GAAP diluted EPS to $0.28 to $0.32 on revenue of $152 million to $162 million, which points to continued year-over-year growth for shareholders.
Q1 2026 revenues were $153.1 million, up from $132.2 million in Q1 2025 but down from $162.2 million in Q4 2025.
GAAP diluted EPS from continuing operations was $0.13 in Q1 2026, compared with $0.00 in Q1 2025; non-GAAP diluted EPS was $0.27 versus $0.18.
Q2 2026 outlook: revenue of $152 million to $162 million and non-GAAP diluted EPS of $0.28 to $0.32.
Q1 2026 net cash used in operating activities was $0.7 million, compared with $1.3 million provided in Q1 2025.
Knowles Corporation's Compensation Committee granted Chief Operating Officer Daniel J. Giesecke a special award of performance share units on February 17, 2026, with a grant date fair value of $500,000. The units vest only if revenue and adjusted EBIT goals for the Cornell Dubilier business unit are met over 2026 and 2027, and remain subject to his continued employment.
Award granted February 17, 2026 to COO Daniel J. Giesecke under the 2018 Equity and Cash Incentive Plan
Target of 18,423 PSUs, grant date fair value of $500,000; payout ranges from 0% to 140% of target
Performance period January 1, 2026 to December 31, 2027, based on Cornell Dubilier revenue and adjusted EBIT goals
Units are forfeited if employment ends before the performance period ends, except under specified change-of-control terms
Knowles reported fourth-quarter and full-year 2025 results on February 5, 2026, with Q4 revenue from continuing operations up 14% year over year and full-year revenue up 7%. The company also gave first-quarter 2026 guidance of $143 million to $153 million in revenue and non-GAAP diluted EPS of $0.22 to $0.26, which shareholders can compare against the reported results.
Q4 2025 revenue was $162.2 million, up from $142.5 million in Q4 2024, and exceeded the high end of the company's guided range.
Full-year 2025 revenue was $593.2 million, up 7% from $553.5 million; GAAP diluted EPS from continuing operations was $0.58 versus $0.26, and non-GAAP diluted EPS was $1.11 versus $0.92.
Q4 2025 net cash provided by operating activities was $47.2 million; full-year operating cash flow was $114.0 million.
Q1 2026 guidance calls for revenue of $143 million to $153 million and non-GAAP diluted EPS of $0.22 to $0.26.
Knowles reported third-quarter 2025 results for the quarter ended September 30, with continuing-operations revenue up 7% year over year to $152.9 million and GAAP diluted EPS of $0.21, versus $0.10 a year earlier. The company also gave fourth-quarter guidance of $151 million to $161 million in revenue and $0.33 to $0.37 in non-GAAP diluted EPS, and said it expects 2025 full-year organic revenue growth of 6%.
Q3 2025 revenue of $152.9 million, up from $142.5 million a year earlier and $145.9 million in Q2 2025
Q3 non-GAAP diluted EPS of $0.33, versus $0.27 a year earlier; GAAP diluted EPS of $0.21
Net cash from operations was $29.1 million in Q3, down from $52.8 million a year earlier
Q4 2025 guidance: revenue of $151 million to $161 million and non-GAAP diluted EPS of $0.33 to $0.37
Knowles reported second-quarter 2025 revenue from continuing operations of $145.9 million, up 8% from $135.2 million a year earlier, and said this exceeded the high end of its guided range. Non-GAAP diluted EPS from continuing operations was $0.24, up from $0.20, and GAAP diluted EPS was $0.09, up from $0.05. For the third quarter, the company guided to revenue of $144 million to $154 million and non-GAAP diluted EPS of $0.29 to $0.33.
Q2 2025 revenue from continuing operations was $145.9 million, up 8% year over year and up from $132.2 million in Q1 2025
Q2 2025 non-GAAP diluted EPS was $0.24, versus $0.20 a year earlier; GAAP diluted EPS was $0.09, versus $0.05
Q2 2025 net cash provided by operating activities was $36.4 million, and the company repurchased $30 million of shares
Q3 2025 guidance: revenue of $144 million to $154 million and non-GAAP diluted EPS of $0.29 to $0.33
Knowles reported first-quarter 2025 revenue of $132.2 million, down from $133.3 million a year earlier, and a GAAP net loss of $2.0 million after a $1.6 million loss from discontinued operations. The company guided second-quarter revenue to $135 million to $145 million, which it says is up 4% year over year, and non-GAAP diluted EPS of $0.21 to $0.25.
Q1 2025 revenue was $132.2 million, versus $133.3 million in Q1 2024 and $142.5 million in Q4 2024.
GAAP net loss was $2.0 million, or $(0.02) per diluted share, versus net earnings of $2.5 million in Q1 2024.
Non-GAAP diluted EPS was $0.18, unchanged from Q1 2024.
Q2 2025 guidance: revenue of $135 million to $145 million and non-GAAP diluted EPS of $0.21 to $0.25; Investor Day is set for May 13.
On February 18, 2025, Knowles's board and Compensation Committee granted CEO Jeffrey Niew a special award of performance share units with a target of 81,788 units and a grant date fair value of $1.5 million. The units vest only if Knowles meets Adjusted EPS and revenue goals over a performance period that starts January 1, 2025, and the award is forfeited if he leaves the CEO role, so it ties his pay to company results.
Target award of 81,788 performance share units, with a grant date fair value of $1.5 million
Target payout requires Adjusted EPS of $1.50 and revenue of $800 million; payout can reach 400% of target
Initial performance period runs January 1, 2025 to December 31, 2027, with up to eight quarters of extension
Award is forfeited if Niew's employment ends or he ceases to be CEO before the performance period ends
Knowles reported fourth-quarter and full-year 2024 results and gave first-quarter 2025 guidance. Full-year revenue from continuing operations rose 21% to $553.5 million, but the company posted a full-year net loss of $237.8 million, driven by a $261.2 million loss from discontinued operations. The board also approved an additional $150 million for the stock repurchase program, bringing the amount available to approximately $194 million.
Q4 2024 revenues were $142.5 million, up from $139.2 million a year earlier; Q4 GAAP diluted EPS from continuing operations was $0.12, versus $0.29 a year earlier
Q4 non-GAAP diluted EPS was $0.27, versus $0.22 a year earlier
Q1 2025 guidance: revenues from continuing operations of $124 million to $134 million; non-GAAP diluted EPS of $0.16 to $0.20
Board approved $150 million added to the buyback program as of February 13, 2025; about $194 million is available
Knowles completed the sale of its consumer MEMS microphones business to Syntiant Corp. on December 27, 2024, for $150 million in total consideration, made up of $70 million in cash and $80 million of Syntiant Series D-2 preferred stock. The closing is the final step in Knowles' evaluation of strategic alternatives for the business, and the cash payment remains subject to a customary post-closing adjustment. The filing's pro forma figures show how the business would have changed Knowles' 2024 results, with a nine-month net loss of $256.3 million becoming pro forma net earnings of $13.0 million once the discontinued operation is removed.
Sale closed December 27, 2024; Knowles issued a press release on December 30, 2024
Syntiant paid $70 million in cash, subject to post-closing adjustment, and issued $80 million of Series D-2 preferred stock to a Knowles subsidiary
Knowles provided about $6.4 million in junior financing to Syntiant and offered a credit of up to $13.5 million toward separation costs
For the nine months ended September 30, 2024, reported net loss was $256.3 million, including a $269.3 million loss from discontinued operations; pro forma net earnings were $13.0 million
Knowles Corporation's Board elected Laura Angelini as a new director on December 6, 2024, and appointed her to the Compensation Committee. The Board determined she is independent under New York Stock Exchange listing standards, and the company announced the appointment in a press release on December 9, 2024.
Laura Angelini was elected to the Board on December 6, 2024, and will serve until the next annual shareholder meeting.
Ms. Angelini has 30 years of medical device and healthcare experience, including General Manager of the Renal Care Global Business Unit at Baxter International from 2016 to 2021.
Non-employee director pay has generally included a $235,000 annual retainer and a one-time grant of $170,000 in restricted stock units, with prorated amounts for her first year.
The Board has determined Ms. Angelini meets the company's independence standards and NYSE listing standards.
Knowles reported third-quarter 2024 revenue from continuing operations of $142.5 million, up 32% from $108.1 million a year earlier, driven by the Cornell acquisition and 4% organic growth. Non-GAAP diluted EPS rose to $0.26 from $0.20, but GAAP diluted EPS from continuing operations fell to $0.10 from $0.17, and the company also signed an agreement to sell its Consumer MEMS Microphones business, expected to close late in the fourth quarter.
Q3 2024 revenue from continuing operations: $142.5 million, up from $135.2 million in Q2 2024 and $108.1 million in Q3 2023
GAAP diluted EPS from continuing operations: $0.10, versus $0.17 a year earlier; non-GAAP diluted EPS: $0.26, versus $0.20
Q4 2024 guidance: revenue of $141 million to $151 million and non-GAAP diluted EPS of $0.26 to $0.30
Consumer MEMS Microphones sale agreement signed September 18, 2024; closing expected late in Q4 2024
Knowles agreed to sell its Consumer MEMS Microphones business to Syntiant Corp for $150 million, consisting of $70 million in cash and $80 million in Syntiant Series D-2 preferred stock, subject to adjustments. The company said it intends to use the net cash proceeds to pay down debt and repurchase company stock, and it updated its third quarter 2024 guidance to present the business as discontinued operations.
Total consideration of $150 million: $70 million in cash and $80 million in Syntiant preferred stock, subject to working capital and other adjustments
Closing is expected in the fourth quarter of 2024 and is subject to regulatory approvals and other conditions; either party may terminate if the deal has not closed by December 31, 2024, subject to extensions
Third quarter 2024 revenue from continuing operations guided to $139 million to $143 million; fourth quarter 2024 revenue outlook is $140 million to $150 million
Pro forma 2023 revenue excluding the business was $559.8 million, per the filing's reconciliation
Knowles Corporation disclosed that director Erania Brackett resigned from its Board of Directors, effective September 13, 2024. The company said she resigned under its Corporate Governance Guidelines because of a substantial change in her principal employment, and that the resignation was not due to any dispute or disagreement over company operations, policies or practices.
Erania Brackett resigned as a director, effective September 13, 2024.
The Governance and Nominating Committee accepted the resignation on September 3, 2024.
The company cited a substantial change in Ms. Brackett's principal employment, not a disagreement with the company.
Knowles reported second-quarter 2024 revenue of $204.7 million, up 18% from a year earlier, with non-GAAP diluted EPS of $0.24. GAAP results were a diluted loss of $2.90 per share, driven by a $249.4 million goodwill impairment charge tied to the Consumer MEMS Microphones reporting unit. For shareholders, the revenue growth and third-quarter outlook sit alongside a large GAAP loss from the impairment.
Q2 2024 revenue was $204.7 million, up 18% from $173.0 million in Q2 2023 and up from $196.4 million in Q1 2024.
GAAP diluted loss per share was $(2.90), compared with $0.15 in Q2 2023; the goodwill impairment accounted for $2.77 per share.
Non-GAAP diluted EPS was $0.24, versus $0.23 a year earlier; net cash from operating activities was $24.9 million.
Q3 2024 guidance: revenue of $210 to $220 million and non-GAAP diluted EPS of $0.29 to $0.33.
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