Gentherm (THRM) president receives performance share award, covers taxes with share withholding

Rhea-AI Filing Summary

Gentherm Inc president Thomas Stocker reported routine equity compensation activity. He received a grant of 2,474 shares of common stock at no cost, tied to performance-based restricted stock units granted in 2023. To cover tax obligations, 1,115 shares were withheld at a price of $28.64 per share. Following these transactions, he holds 28,085 common shares directly. The footnote explains that the underlying PSUs paid out at 40.35% of the original 2023 target grant based on adjusted EBITDA and return on invested capital performance measured in 2025.

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

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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^*

Stocker Thomas

(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)
	President, Gentherm Tech.

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		2,474(1)	A	$0	29,200	D
Common Stock	03/23/2026		F		1,115	D	$28.64	28,085	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.
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* Form 4: SEC 1474 (03-26)

FAQ

What did Gentherm (THRM) insider Thomas Stocker report in this Form 4?

Thomas Stocker reported routine equity compensation activity. He received 2,474 Gentherm common shares as a performance-based award and had 1,115 shares withheld at $28.64 per share to satisfy tax obligations, leaving him with 28,085 directly held shares.

Was the Gentherm (THRM) Form 4 transaction a market purchase or sale?

The filing shows no open-market purchase or sale. Stocker received 2,474 shares as a grant and 1,115 shares were disposed of solely to cover tax liabilities, a standard non-market mechanism that does not represent discretionary buying or selling in the open market.

How many Gentherm (THRM) shares does Thomas Stocker hold after this Form 4?

After the reported transactions, Stocker directly holds 28,085 Gentherm common shares. This reflects the net result of a 2,474-share performance award and 1,115 shares withheld for taxes, as disclosed in the Form 4’s post-transaction ownership figures.

What performance metrics determined Thomas Stocker’s Gentherm (THRM) PSU payout?

The payout was based on Gentherm’s three-year cumulative adjusted EBITDA and return on invested capital measured in 2025. The compensation committee determined the PSUs earned at 69.15% of target for adjusted EBITDA and 63.44% for ROIC, resulting in a 40.35% total payout.

When were the performance-based PSUs underlying this Gentherm (THRM) award granted and vested?

The performance-based restricted stock units were originally granted on March 14, 2023 under Gentherm’s 2013 Equity Incentive Plan. The vesting period lapsed on March 14, 2026, and on March 23, 2026 the compensation committee determined final performance and payout levels.