SCOTT RAYMOND E 4

What Happened

• Scott Raymond E, President & CEO and a director of Lear Corporation (LEA), received 85,707 performance shares as a settlement of long-term incentive awards on 2026-02-12.
• To satisfy tax withholding, the company withheld 37,369 shares at $136.73 each (proceeds ≈ $5,109,463). Net new shares delivered to the insider = 48,338 (85,707 granted − 37,369 withheld).
• This was an award settlement (not an open-market purchase or voluntary sale); the withholding is a routine tax-related disposition.

Key Details

• Transaction date: 2026-02-12.
• Award: 85,707 shares granted at $0.00 (code A). Tax withholding: 37,369 shares disposed at $136.73 each (code F), total ~$5,109,463.
• Net shares added to insider’s position: 48,338.
• Footnotes: F1 — settlement of non-derivative performance shares for the three-year performance period ending 12/31/2025 under the 2019 Lear Long-Term Stock Incentive Plan; exempt under Rule 16b-3(d). F2 — shares were withheld by the company to satisfy tax withholding requirements.
• Filing: Form 4 filed 2026-02-13 for transactions on 2026-02-12 (timely under Section 16 reporting deadlines).
• Shares owned after the transaction: not specified in the provided excerpt of the filing (see full Form 4 for total beneficial ownership).

Context

• These were performance-share awards settling a multi-year incentive cycle — common executive compensation rather than an open-market buy or strategic sale. The tax withholding is a routine administrative disposition and does not necessarily indicate the insider’s view of the stock.
• For investors tracking insider activity, awards increase an insider’s economic stake (net of withholding) but are less informative about near-term sentiment than open-market purchases or sales.