Gentherm (THRM) SVP Wilson receives performance share payout with tax withholding

Rhea-AI Filing Summary

Gentherm Inc senior executive Jaymi Wilson reported routine equity compensation activity. On March 23, 2026, Wilson received a grant-related acquisition of 2,474 shares of common stock at no cost, reflecting performance-based restricted stock units that vested following a three-year performance period tied to 2025 results.

To cover associated tax obligations, 710 shares were disposed of by share withholding at a price of $28.64 per share, rather than through an open-market sale. After these transactions, Wilson directly holds 42,726 shares of Gentherm common stock.

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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X

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^*

Wilson Jaymi

(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, Chief Strategy 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		2,474(1)	A	$0	43,436	D
Common Stock	03/23/2026		F		710	D	$28.64	42,726	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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Gentherm (THRM) report for Jaymi Wilson?

Gentherm reported that SVP and Chief Strategy Officer Jaymi Wilson received 2,474 common shares as a performance-based equity award. In the same filing, 710 shares were withheld to satisfy tax liabilities, leaving Wilson with 42,726 directly held shares after the transactions.

Was the Gentherm (THRM) insider transaction a stock sale by Jaymi Wilson?

The filing does not show an open-market stock sale by Jaymi Wilson. Instead, 710 shares were disposed of through tax withholding at $28.64 per share to cover obligations arising from a vested performance-based equity award, a common administrative mechanism.

How many Gentherm (THRM) shares does Jaymi Wilson hold after the Form 4 filing?

After the reported transactions, Jaymi Wilson directly owns 42,726 Gentherm common shares. This figure reflects both the 2,474-share performance-based award credited to her and the 710 shares withheld by the company to cover related tax liabilities on the vesting event.

What type of equity award did Gentherm (THRM) grant to Jaymi Wilson?

The award reported is based on performance-based restricted stock units (PSUs) granted under Gentherm’s 2013 Equity Incentive Plan. These PSUs vested after a three-year performance period tied to adjusted EBITDA and return on invested capital, resulting in a 2,474-share common stock delivery.

Does the Gentherm (THRM) Form 4 indicate any remaining derivative or option positions?

The Form 4 summary shows no remaining derivative securities for Jaymi Wilson in this filing. The reported activity relates solely to non-derivative common stock from vested performance-based units, with no additional options or derivative holdings listed in the derivative summary section.

How were Gentherm (THRM) performance goals applied to Jaymi Wilson’s PSUs?

The performance-based restricted stock units could be earned between 0% and 200% of target based on three-year cumulative adjusted EBITDA and return on invested capital for 2025. The Compensation and Talent Committee determined final achievement levels before settling the PSUs into common shares.