Gentherm (THRM) SVP granted shares as PSUs vest; 607 withheld for tax

Rhea-AI Filing Summary

Gentherm Inc senior vice president Rafael Barkas reported routine equity compensation activity. He received 2,121 shares of Common Stock on March 23, 2026 as a grant/award tied to performance-based restricted stock units, at a stated price of $0.0000 per share. To cover tax obligations, 607 shares were withheld at $28.64 per share, a non-market disposition. After these transactions, Barkas directly owns 31,893 shares of Gentherm common stock.

The footnote explains these shares relate to performance-based PSUs granted on March 14, 2023. The committee determined 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 PSUs granted.

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

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^*

Barkas Rafael

(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 Global Ops & Supply Chain

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	32,500	D
Common Stock	03/23/2026		F		607	D	$28.64	31,893	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 stock transactions did Gentherm (THRM) SVP Rafael Barkas report?

Rafael Barkas reported a routine compensation-related stock award and tax withholding. He received 2,121 Gentherm common shares, then 607 shares were withheld at $28.64 per share for taxes, leaving him with 31,893 directly owned shares after the transactions.

How many Gentherm (THRM) shares does Rafael Barkas hold after this Form 4?

After the reported grant and tax withholding, Rafael Barkas directly owns 31,893 Gentherm common shares. This reflects a net increase from the 2,121-share award and 607 shares withheld for taxes, as disclosed in the non-derivative transaction table of the Form 4.

What performance metrics determined Rafael Barkas’s Gentherm PSUs payout?

The PSU payout depended on three-year cumulative adjusted EBITDA and return on invested capital measured in 2025. 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 PSUs granted in 2023.

When were Rafael Barkas’s performance-based PSUs originally granted at Gentherm (THRM)?

The performance-based restricted stock units were granted on March 14, 2023 under Gentherm’s 2013 Equity Incentive Plan. They vest on the later of the third anniversary of the grant date and the compensation committee’s determination of performance achievement, which occurred in March 2026.

How were Gentherm PSUs for Rafael Barkas structured and vested?

The PSUs were split between adjusted EBITDA-based and ROIC-based awards, each earned between 0% and 200% of target. Vesting occurs on the later of the committee’s performance determination and the third anniversary of the March 14, 2023 grant, with payout at 40.35% of granted PSUs.