Lear (NYSE: LEA) CEO reports 85,707-share award and tax withholding

Rhea-AI Filing Summary

Lear Corporation’s President and CEO Scott Raymond reported equity compensation activity. On February 12, 2026, he acquired 85,707 shares of common stock at $0 through settlement of performance shares under the 2019 Long-Term Stock Incentive Plan. The company simultaneously withheld 37,369 shares at $136.73 per share to cover tax obligations. After these transactions, Raymond directly owned 99,789 shares of Lear common stock.

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)
02/12/2026

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	02/12/2026		A(1)		85,707	A	$0	137,158	D
Common Stock	02/12/2026		F(2)		37,369	D	$136.73	99,789	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

Explanation of Responses:

1. Settlement of non-derivative performance shares for the three-year performance period ending December 31, 2025, granted under the 2019 Lear Corporation Long-Term Stock Incentive Plan, as amended and restated, and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

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

	/s/ Joshua Mullin, as Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did LEA CEO Scott Raymond report on February 12, 2026?

Lear CEO Scott Raymond reported equity compensation activity on February 12, 2026, receiving 85,707 common shares at $0 through settlement of performance shares, with 37,369 shares withheld by the company to satisfy tax withholding obligations related to that award.

How many LEAR CORP (LEA) shares did the CEO acquire in this Form 4 filing?

The CEO acquired 85,707 shares of Lear common stock at $0 per share. These shares came from the settlement of non-derivative performance shares covering a three-year period ending December 31, 2025, under Lear’s 2019 Long-Term Stock Incentive Plan.

Why were 37,369 LEA shares disposed of in Scott Raymond’s Form 4?

The 37,369 shares were not market sales; they were withheld by Lear to satisfy tax withholding requirements. The Form 4 identifies this as a tax-withholding disposition using transaction code F, priced at $136.73 per share, tied to the equity award settlement.

What is Scott Raymond’s direct ownership in LEAR CORP (LEA) after these transactions?

After the reported transactions, Scott Raymond directly owned 99,789 shares of Lear common stock. This figure reflects the 85,707-share performance award settlement, net of the 37,369 shares withheld by the company to cover associated tax obligations.

What plan governed the performance share settlement reported by LEAR CORP (LEA) CEO?

The settlement of 85,707 performance-based shares was granted under the 2019 Lear Corporation Long-Term Stock Incentive Plan, as amended and restated. The footnote states this award relates to a three-year performance period ending December 31, 2025, and is exempt under Rule 16b-3(d).

Does the LEA CEO’s Form 4 indicate a market purchase or sale of shares?

The Form 4 does not show a market purchase or open-market sale. It reports a grant or acquisition of 85,707 shares at $0 from performance share settlement and a tax-withholding disposition of 37,369 shares retained by Lear to meet tax liabilities.