Gentherm (THRM) SVP and General Counsel gains PSU shares, withholds stock for taxes

Rhea-AI Filing Summary

Gentherm Inc senior vice president and general counsel Wayne S. Kauffman III reported compensation-related stock activity. He received 2,121 shares of common stock on March 23, 2026 as a grant/award tied to performance-based restricted stock units granted in March 2023.

On the same date, 925 shares were withheld at $28.64 per share to cover tax obligations, a non-market disposition, leaving him with 32,121 directly owned shares. The underlying performance units vested based on three-year adjusted EBITDA and return on invested capital, resulting in a total payout of 40.35% of the original 2023 PSU grant.

Insights

Equity compensation analyst

Routine PSU vesting with tax withholding, not an open-market trade.

The transactions show performance-based restricted stock units vesting for Gentherm's SVP and general counsel. He acquired 2,121 common shares at no cost as part of a long-term incentive plan, reflecting earned performance over a three-year period.

A separate disposition of 925 shares at $28.64 per share covered tax liabilities, which is a standard, non-market mechanism rather than a discretionary sale. After these entries, he directly holds 32,121 shares. From an investor perspective, this looks like routine executive compensation, with limited signaling value for the company’s outlook.

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^*

Kauffman Wayne S III

(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 and General Counsel

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	33,046	D
Common Stock	03/23/2026		F		925	D	$28.64	32,121	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 transactions did Gentherm (THRM) report for Wayne S. Kauffman III?

Gentherm reported that Wayne S. Kauffman III received 2,121 shares of common stock as a performance-based equity award. On the same date, 925 shares were withheld to cover tax obligations, leaving him with 32,121 directly owned shares after the transactions.

Was the Gentherm (THRM) insider transaction an open-market buy or sale?

The filing does not show any open-market buy or sale. It reports a grant of 2,121 common shares from vested performance-based restricted stock units and a 925-share disposition solely to satisfy tax liabilities, a routine non-market withholding mechanism used for equity compensation.

How many Gentherm (THRM) shares does Wayne S. Kauffman III hold after this Form 4?

After the reported equity award and tax withholding, Wayne S. Kauffman III directly owns 32,121 Gentherm common shares. This total reflects the net result of receiving 2,121 shares from vested performance units and 925 shares being withheld for tax obligations on the same date.

What performance metrics determined the Gentherm (THRM) PSU payout for this insider?

The performance-based restricted stock units were tied to three-year cumulative adjusted EBITDA and return on invested capital through 2025. The committee determined adjusted EBITDA PSUs earned at 69.15% of target and ROIC PSUs at 63.44%, resulting in a 40.35% total payout of the March 14, 2023 grant.

When did the Gentherm (THRM) performance-based restricted stock units vest?

The PSUs were granted on March 14, 2023 and vested after the later of their three-year anniversary and the committee’s performance determination. The vesting period lapsed on March 14, 2026, and the Compensation and Talent Committee determined the earned payout on March 23, 2026.