Gentherm SVP receives stock award, tax shares withheld

Gentherm Inc senior vice president and chief human resources officer Barbara J. Runyon reported equity compensation vesting rather than open-market trading.

Rhea-AI Filing Summary

Gentherm Inc senior vice president and chief human resources officer Barbara J. Runyon reported equity compensation vesting rather than open-market trading. On March 23, 2026, she acquired 2,121 shares of common stock at no cost as a grant, then had 961 shares withheld at $28.64 per share to cover tax obligations, leaving 37,686 shares owned directly.

These shares came from performance-based restricted stock units granted on March 14, 2023. According to plan results, adjusted EBITDA PSUs were earned at 69.15% of target and ROIC PSUs at 63.44% of target, producing a total payout of 40.35% of the original PSU grant.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Runyon Barbara J

Role SVP, CHRO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,121	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	961	$28.64	$28K

Holdings After Transaction: Common Stock — 37,686 shares (Direct)

Footnotes (1)

1. F1. On March 14, 2023, the Reporting Person was granted performance-based restricted stock units (PSUs) under the 2013 Equity Incentive Plan. A portion of such PSUs are earned at 0% - 200% of the target grant award based on the Issuer's three-year cumulative adjusted EBITDA measured in 2025 (Adjusted EBITDA PSUs), and a portion of such PSUs are earned at 0% - 200% of the target grant award based on the Issuer's return on invested capital measured in 2025 (ROIC PSUs). The PSUs vest on the later of the date the Compensation and Talent Committee determines that the PSUs are earned and the third anniversary of the grant date. On March 14, 2026, the vesting period lapsed, and on March 23, 2026, the Compensation and Talent Committee determined that the Adjusted EBITDA PSUs were earned at 69.15% of the target performance level, and the ROIC PSUs were earned at 63.44% of the target performance level, which reflects a total payout of 40.35% of the PSUs granted on March 14, 2023.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Gentherm (THRM) report for Barbara J. Runyon?

Gentherm reported that SVP and CHRO Barbara J. Runyon received 2,121 shares of common stock as an equity award. On the same date, 961 shares were withheld at $28.64 per share to satisfy tax obligations, reflecting routine compensation-related activity rather than open-market trading.

How many Gentherm (THRM) shares does Barbara Runyon hold after this Form 4?

After the reported transactions, Barbara Runyon directly owns 37,686 shares of Gentherm common stock. This reflects the net result of 2,121 shares acquired as an award and 961 shares withheld to cover taxes, as disclosed in the Form 4 filing for March 23, 2026.

Were Barbara Runyon’s Gentherm (THRM) transactions open-market buys or sells?

The transactions were not open-market buys or sells. She received 2,121 shares as a grant at no cost and 961 shares were disposed of solely through tax withholding at $28.64 per share, a standard mechanism to satisfy tax liabilities on vested stock awards.

What performance metrics determined Barbara Runyon’s Gentherm (THRM) PSU payout?

The payout was tied to three-year performance from PSUs granted March 14, 2023. Adjusted EBITDA PSUs were earned at 69.15% of target and ROIC PSUs at 63.44% of target, resulting in a total payout equal to 40.35% of the original PSU grant amount.

When did Barbara Runyon’s Gentherm (THRM) performance stock units vest?

The PSUs were granted on March 14, 2023 and vested after the performance and time conditions were met. The vesting period lapsed on March 14, 2026, and on March 23, 2026, the compensation committee determined the final performance results and corresponding share payout.

What plan governed Barbara Runyon’s Gentherm (THRM) PSU award?

Her performance-based restricted stock units were granted under Gentherm’s 2013 Equity Incentive Plan. The award included adjusted EBITDA and ROIC tranches, each earned between 0% and 200% of target, with the final combined payout determined at 40.35% of the original March 14, 2023 grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/25/2026 - 09:14 PM Learn about SEC filing dates

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^*

Runyon Barbara J

(Last) (First) (Middle)

28875 CABOT DRIVE

(Street)

NOVI MICHIGAN 48377

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Gentherm Inc [ THRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CHRO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/23/2026		A		2,121(1)	A	$0	38,647	D
Common Stock	03/23/2026		F		961	D	$28.64	37,686	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. On March 14, 2023, the Reporting Person was granted performance-based restricted stock units (PSUs) under the 2013 Equity Incentive Plan. A portion of such PSUs are earned at 0% - 200% of the target grant award based on the Issuer's three-year cumulative adjusted EBITDA measured in 2025 (Adjusted EBITDA PSUs), and a portion of such PSUs are earned at 0% - 200% of the target grant award based on the Issuer's return on invested capital measured in 2025 (ROIC PSUs). The PSUs vest on the later of the date the Compensation and Talent Committee determines that the PSUs are earned and the third anniversary of the grant date. On March 14, 2026, the vesting period lapsed, and on March 23, 2026, the Compensation and Talent Committee determined that the Adjusted EBITDA PSUs were earned at 69.15% of the target performance level, and the ROIC PSUs were earned at 63.44% of the target performance level, which reflects a total payout of 40.35% of the PSUs granted on March 14, 2023.

	/s/ Stephanie Swan, by Power of Attorney	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)