Lear Corp (LEA) CEO discloses stock vesting, tax shares and new RSUs

Rhea-AI Filing Summary

Lear Corp's President and CEO, who is also a director, reported equity award activity involving company common stock. On January 4, 2026, 22,701 shares of common stock were acquired at $0 per share through the vesting and settlement of previously granted restricted stock units. On the same date, 9,979 shares were withheld by the company at a price of $118.61 per share to satisfy tax withholding obligations, leaving the reporting person with 51,451 shares of common stock held directly.

In addition, on January 2, 2026, the reporting person received a new grant of 36,383 restricted stock units, each convertible into one share of common stock. One-third of these units vest on January 4, 2027, one-third on January 4, 2028, and the remaining one-third on January 4, 2029. A prior restricted stock unit grant from January 3, 2023 fully vested on January 4, 2026, resulting in the 22,701-share acquisition at $0 per share noted above.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCOTT RAYMOND E

(Last) (First) (Middle)

21557 TELEGRAPH ROAD

(Street)

SOUTHFIELD MI 48033

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LEAR CORP [ LEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/04/2026		M		22,701	A	$0(1)	61,430	D
Common Stock	01/04/2026		F(2)		9,979	D	$118.61	51,451	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	01/02/2026		A		36,383		(3)	(3)	Common Stock	36,383	$0	36,383	D
Restricted Stock Units	(4)	01/04/2026		M			22,701	(4)	(4)	Common Stock	22,701	$0	0	D

Explanation of Responses:

1. The restricted stock units were granted on January 3, 2023 and vested in full on January 4, 2026.

2. Shares withheld by the Company to satisfy tax withholding requirements.

3. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units were granted on January 2, 2026. One-third of the restricted stock units vest on January 4, 2027; one-third of the restricted stock units vest on January 4, 2028 and the remaining one-third of the restricted stock units vest on January 4, 2029.

4. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units were granted on January 3, 2023 and vested in full on January 4, 2026.

	Jacqlyn Waite	01/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did LEAR CORP (LEA) report for its CEO?

The President and CEO of Lear Corp (LEA), who is also a director, reported the vesting of restricted stock units into 22,701 shares of common stock on January 4, 2026, and the withholding of 9,979 shares to cover taxes, resulting in direct ownership of 51,451 shares.

How many Lear Corp (LEA) shares does the CEO own after the latest transactions?

Following the reported transactions on January 4, 2026, the reporting person beneficially owns 51,451 shares of Lear Corp common stock held directly.

What new equity award did the Lear Corp (LEA) CEO receive in January 2026?

On January 2, 2026, the reporting person received a grant of 36,383 restricted stock units, each convertible into one share of Lear Corp common stock, vesting in three equal installments on January 4, 2027, January 4, 2028, and January 4, 2029.

Why were some Lear Corp (LEA) shares disposed of in the CEO’s filing?

The filing states that 9,979 shares of Lear Corp common stock were withheld by the company at $118.61 per share to satisfy tax withholding requirements in connection with the vesting of restricted stock units.

What happened to the Lear Corp (LEA) restricted stock units granted in January 2023?

Restricted stock units granted on January 3, 2023 fully vested on January 4, 2026. Each unit converted into one share of Lear Corp common stock, resulting in the acquisition of 22,701 shares at $0 per share, after which no units from that grant remained outstanding.

How do Lear Corp (LEA) restricted stock units reported here convert into common stock?

The filing explains that each restricted stock unit reported is convertible into one share of Lear Corp common stock on a 1-for-1 basis, upon the applicable vesting dates.