Gentherm (THRM) CAO gets stock award, some shares withheld for tax

Rhea-AI Filing Summary

Gentherm Inc Chief Accounting Officer Nicholas Breisacher reported a stock-based compensation event involving performance-based restricted stock units granted on March 14, 2023 under the 2013 Equity Incentive Plan. On March 23, 2026, he acquired 353 shares of common stock at no cost when these PSUs settled.

The Compensation and Talent Committee determined that Adjusted EBITDA PSUs were earned at 69.15% of target and ROIC PSUs at 63.44%, resulting in a total payout of 40.35% of the original grant. To cover tax obligations, 102 shares were withheld at $28.64 per share, and Breisacher now holds 5,789 Gentherm common shares directly.

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^*

Nicholas Breisacher

(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)
	Chief Accounting Officer

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		353(1)	A	$0	5,891	D
Common Stock	03/23/2026		F		102	D	$28.64	5,789	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)

FAQ

What insider transaction did Gentherm (THRM) report for Nicholas Breisacher?

Gentherm reported that Chief Accounting Officer Nicholas Breisacher received 353 common shares from vested performance-based restricted stock units, with 102 shares withheld to satisfy tax obligations. These shares came from PSUs originally granted in March 2023 under the 2013 Equity Incentive Plan.

How many Gentherm shares does Nicholas Breisacher hold after this Form 4?

After the reported transactions, Nicholas Breisacher directly holds 5,789 Gentherm common shares. This reflects the 353-share award from vested PSUs, reduced by 102 shares withheld at $28.64 each to cover tax liabilities tied to the stock-based compensation event.

What performance levels determined the Gentherm PSUs earned by Nicholas Breisacher?

The PSUs were earned based on 2025 performance: Adjusted EBITDA PSUs at 69.15% of target and ROIC PSUs at 63.44% of target. Together this produced a total payout of 40.35% of the performance-based restricted stock units granted on March 14, 2023.

Were the Gentherm (THRM) insider transactions open-market buys or sales?

The transactions were not open-market trades. Breisacher received 353 shares as a stock award from vested performance-based restricted stock units, and 102 shares were disposed of solely through tax withholding at $28.64 per share, rather than via open-market sales or purchases.

What plan governed Nicholas Breisacher’s Gentherm performance stock units?

The performance-based restricted stock units were granted on March 14, 2023 under Gentherm’s 2013 Equity Incentive Plan. Vesting was tied to three-year cumulative adjusted EBITDA and return on invested capital performance measured in 2025, with payout ultimately set at 40.35% of the target grant.