Lear (NYSE: LEA) SVP reports equity grant and tax withholding

Rhea-AI Filing Summary

Lear Corporation executive Nicholas Jon Roelli reported equity compensation activity. On February 12, 2026, he acquired 3,655 shares of Lear common stock at $0 per share from the settlement of performance shares granted under the company’s long-term stock incentive plan.

On the same date, 1,594 shares were disposed of at $136.73 per share, with the shares withheld by Lear to cover tax withholding obligations. After these transactions, Roelli directly beneficially owned 4,675 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^*

Roelli Nicholas Jon

(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)
	SVP and President, E-Systems

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)		3,655	A	$0	6,269	D
Common Stock	02/12/2026		F(2)		1,594	D	$136.73	4,675	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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did Lear Corp (LEA) report for Nicholas Jon Roelli?

Lear Corp reported that executive Nicholas Jon Roelli received 3,655 shares of common stock through a performance share settlement. On the same day, 1,594 shares were withheld by the company to satisfy tax obligations related to this equity compensation.

How many Lear Corp (LEA) shares does Nicholas Jon Roelli own after this Form 4?

After the reported transactions, Nicholas Jon Roelli directly beneficially owns 4,675 shares of Lear common stock. This figure reflects both the 3,655-share performance settlement and the 1,594 shares withheld by the company to cover associated tax liabilities.

What does the 3,655-share acquisition on Lear Corp (LEA) Form 4 represent?

The 3,655-share acquisition represents settlement of non-derivative performance shares for a three-year period ending December 31, 2025. These shares were granted under Lear Corporation’s 2019 Long-Term Stock Incentive Plan, as amended and restated, and were treated as exempt under Rule 16b-3(d).

Why were 1,594 Lear Corp (LEA) shares disposed of in this Form 4 filing?

The 1,594-share disposition reflects shares withheld by Lear Corporation to satisfy tax withholding requirements. Instead of Roelli paying cash for taxes, the company retained a portion of the vested shares, at a price reported as $136.73 per share.

What role does Nicholas Jon Roelli hold at Lear Corp (LEA)?

Nicholas Jon Roelli is identified as an officer of Lear Corporation, serving as Senior Vice President and President, E-Systems. The reported equity transactions relate to his compensation under Lear’s long-term stock incentive arrangements for senior leadership.

Are the Lear Corp (LEA) Form 4 transactions open-market buys or sells?

The transactions are not open-market trades. The 3,655 shares were acquired as a grant or award from a performance share settlement, while the 1,594-share disposition reflects shares withheld by the company solely to cover tax withholding obligations.