Lear EVP Orsini reports equity award and tax shares

Lear Corporation executive Frank C. Orsini, EVP and President, Seating, reported equity compensation activity in company common stock.

Accepted by SEC EDGAR 02/13/2026 - 11:17 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Lear Corporation executive Frank C. Orsini, EVP and President, Seating, reported equity compensation activity in company common stock. On February 12, 2026, he acquired 23,067 shares at $0 as settlement of performance shares for a three-year period ending December 31, 2025, under Lear’s long-term stock incentive plan. On the same day, 10,058 shares were disposed of at $136.73 per share, with the shares withheld by the company to cover tax withholding obligations. After these transactions, Orsini directly owned 32,282 shares of Lear common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Orsini Frank C

Role EVP and President, Seating

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	23,067	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	10,058	$136.73	$1.38M

Holdings After Transaction: Common Stock — 32,282 shares (Direct)

Holdings Before and After: Common Stock, 19,273 to 32,282 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Shares withheld by the Company to satisfy tax withholding requirements.

FAQ

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What insider transactions did Lear (LEA) executive Frank C. Orsini report?

Frank C. Orsini reported two transactions in Lear common stock on February 12, 2026. He acquired 23,067 shares through performance share settlement and had 10,058 shares withheld by the company to cover tax obligations, leaving him with 32,282 directly owned shares.

How many Lear (LEA) shares did Frank C. Orsini acquire through performance shares?

Frank C. Orsini acquired 23,067 Lear common shares at $0 per share. These came from settling non-derivative performance shares for a three-year period ending December 31, 2025, under the 2019 Lear Corporation Long-Term Stock Incentive Plan.

Why were 10,058 Lear (LEA) shares disposed of in Frank C. Orsini’s Form 4?

The 10,058 Lear shares were disposed of to satisfy tax withholding obligations. The company withheld these shares at a price of $136.73 per share, consistent with a transaction code F for payment of tax liability using securities.

What is Frank C. Orsini’s Lear (LEA) share ownership after these Form 4 transactions?

After the reported transactions, Frank C. Orsini directly owned 32,282 Lear common shares. This figure reflects the 23,067-share performance award settlement minus 10,058 shares withheld for tax purposes on February 12, 2026.

What role does Frank C. Orsini hold at Lear (LEA)?

Frank C. Orsini serves as Executive Vice President and President, Seating, at Lear. His position is disclosed in the Form 4 as an officer role, which requires reporting transactions in Lear common stock under Section 16 rules.

What plan governed Frank C. Orsini’s Lear (LEA) performance share settlement?

The performance share settlement was granted under the 2019 Lear Corporation Long-Term Stock Incentive Plan, as amended and restated. The Form 4 notes the transaction is exempt from Section 16(b) liability pursuant to Rule 16b-3(d).

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Orsini Frank C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and President, Seating

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)		23,067	A	$0	42,340	D
Common Stock	02/12/2026		F(2)		10,058	D	$136.73	32,282	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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