Lear (LEA) SVP receives 12,110-share award, 5,281 shares withheld for tax

Rhea-AI Filing Summary

Lear Corporation executive Harry Albert Kemp reported equity award activity. On February 12, 2026, he acquired 12,110 shares of common stock at $0 per share from settlement of performance shares under Lear’s long-term incentive plan. On the same date, 5,281 shares were withheld at $136.73 per share to cover tax obligations. After these transactions, Kemp directly owned 24,423 Lear common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kemp Harry Albert

Role SVP & Chief Admin Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,110	$0.00	--
Tax Withholding	Common Stock	5,281	$136.73	$722K

Holdings After Transaction: Common Stock — 29,704 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Kemp Harry Albert

(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 & Chief Admin Officer

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)		12,110	A	$0	29,704	D
Common Stock	02/12/2026		F(2)		5,281	D	$136.73	24,423	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did LEAR CORP (LEA) report for Harry Albert Kemp?

Harry Albert Kemp reported an equity award settlement and related tax withholding. He received 12,110 Lear common shares at $0 from performance shares, and 5,281 shares were withheld at $136.73 to satisfy tax obligations, leaving him with 24,423 directly owned shares.

Was the LEAR CORP (LEA) Form 4 a stock purchase or sale by the executive?

The Form 4 shows an equity award settlement rather than an open-market trade. Kemp acquired 12,110 shares at $0 from performance shares and had 5,281 shares withheld for taxes, resulting in 24,423 Lear common shares held directly afterward.

How many LEAR CORP (LEA) shares does Harry Albert Kemp own after this filing?

After the reported transactions, Harry Albert Kemp directly owns 24,423 shares of Lear common stock. This reflects 12,110 shares received from performance share settlement and 5,281 shares withheld by the company to cover associated tax liabilities on February 12, 2026.

What does the performance share settlement mean for LEAR CORP (LEA) executive compensation?

The settlement represents payout of a long-term incentive award. Kemp’s 12,110-share grant reflects performance shares earned over a three-year period ending December 31, 2025, under Lear’s 2019 Long-Term Stock Incentive Plan, highlighting stock-based compensation tied to multi-year performance.

Why were LEAR CORP (LEA) shares withheld in Harry Albert Kemp’s Form 4?

The company withheld 5,281 Lear common shares to satisfy tax withholding obligations arising from the equity award settlement. Instead of paying taxes in cash, a portion of the granted shares was retained by Lear at a price of $136.73 per share.

What transaction codes appear in the LEAR CORP (LEA) Form 4 for Harry Albert Kemp?

The filing lists code A for the 12,110-share acquisition, described as a grant, award, or other acquisition. It also lists code F for 5,281 shares withheld, indicating payment of tax liability by delivering or retaining securities rather than cash.