Lear Corp (LEA) CFO Cardew reports stock grant and tax withholding

Rhea-AI Filing Summary

Lear Corporation senior vice president and CFO Jason M. Cardew reported equity award activity involving the company’s common stock. On February 12, 2026, he acquired 23,067 shares of common stock at $0 per share as a grant described as the settlement of non-derivative performance shares for a three-year performance period under Lear’s long‑term stock incentive plan.

On the same date, 10,058 shares were disposed of at $136.73 per share, with the filing explaining these shares were withheld by Lear to satisfy tax withholding requirements related to the award. After these transactions, Cardew directly beneficially owned 32,741 shares of Lear common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Cardew Jason M

Role SVP and CFO

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

Holdings After Transaction: Common Stock — 42,799 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

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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^*

Cardew Jason M

(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 CFO

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	42,799	D
Common Stock	02/12/2026		F(2)		10,058	D	$136.73	32,741	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.
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FAQ

What insider transactions did LEAR CORP (LEA) CFO Jason M. Cardew report on February 12, 2026?

Jason M. Cardew reported acquiring 23,067 shares of Lear common stock through a grant and disposing of 10,058 shares. The disposed shares were withheld by Lear Corporation to cover tax withholding obligations tied to the equity award settlement under its long-term incentive plan.

How many LEAR CORP (LEA) shares does Jason M. Cardew own after the reported Form 4 transactions?

Following the reported transactions, Jason M. Cardew directly beneficially owned 32,741 shares of Lear Corporation common stock. This figure reflects the net position after receiving 23,067 shares as a performance-based grant and having 10,058 shares withheld to satisfy related tax withholding obligations.

What was the nature of the 23,067 LEAR CORP (LEA) shares acquired by Jason M. Cardew?

The 23,067 shares were acquired as a grant with a reported price of $0 per share. The filing explains this as settlement of non-derivative performance shares for a three-year period under Lear’s 2019 Long-Term Stock Incentive Plan, exempt under Rule 16b-3(d).

Why were 10,058 LEAR CORP (LEA) shares disposed of at $136.73 in Jason M. Cardew’s Form 4?

The 10,058 shares disposed of at $136.73 per share were withheld by Lear Corporation. According to the filing’s footnote, these shares were retained by the company specifically to satisfy tax withholding requirements associated with the equity award’s settlement.

What role does Jason M. Cardew hold at LEAR CORP (LEA) according to the Form 4 filing?

Jason M. Cardew is identified as an officer of Lear Corporation, serving as senior vice president and chief financial officer. The filing indicates he is not a director and not a 10% owner, and the transactions reported reflect his direct beneficial ownership of common stock.

Does Jason M. Cardew’s Form 4 for LEAR CORP (LEA) involve any derivative securities?

The Form 4 table for derivative securities shows no entries, indicating no derivative security acquisitions or dispositions were reported. The activity disclosed relates only to non-derivative common stock tied to the settlement of performance shares and associated tax withholding share reductions.