Form 4: Lear CEO Raymond Scott's Equity Grant & Tax Withholding

Lear Corp. President and CEO Raymond Scott reported the settlement of performance shares and subsequent tax-related share withholding.

Summary

• Raymond E. Scott, President and CEO of Lear Corp., reported transactions on February 12, 2026.
• Acquired 85,707 shares of common stock at a price of $0, representing the settlement of non-derivative performance shares for the three-year performance period ending December 31, 2025.
• The acquisition was granted under the 2019 Lear Corporation Long-Term Stock Incentive Plan and is exempt from Section 16(b) liability under Rule 16b-3(d).
• Disposed of 37,369 shares of common stock at $136.73 per share, which were withheld by Lear Corp. to satisfy tax withholding requirements.
• Following these transactions, Scott beneficially owns 99,789 shares of Lear Corp. common stock directly.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive indicator, reflecting the successful vesting of executive performance shares, which aligns management incentives with shareholder value, offset by the routine and expected tax-related share disposition.

Positives

• The acquisition of 85,707 shares at $0 indicates the successful vesting of performance-based equity awards, aligning executive interests with shareholder value through achieved performance targets.

Negatives

• The disposition of 37,369 shares, while for tax purposes, reduces the direct shareholding of the President and CEO.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that executive equity awards and subsequent tax-related dispositions are standard practices in public companies, particularly in the automotive supplier industry where Lear Corp. operates. This transaction reflects a typical component of compensation structures for senior executives, designed to incentivize long-term performance.

Comparison to Industry Standards

• Executive compensation through performance-based equity, followed by tax-related share sales, is a common practice across industries, including automotive suppliers like Lear. Companies such as Adient plc or Magna International also utilize similar long-term incentive plans to align executive performance with shareholder returns, making this transaction consistent with industry norms.

Related Party Transactions

• Settlement of 85,707 performance shares granted under the 2019 Lear Corporation Long-Term Stock Incentive Plan to President and CEO Raymond E. Scott.
• Withholding of 37,369 shares by Lear Corp. to satisfy tax obligations related to Raymond E. Scott's equity award settlement.

Stakeholder Impact

• Shareholders: The vesting of performance shares indicates that management achieved prior performance targets, potentially benefiting shareholders through value creation. The tax-related sale is a routine event with minimal direct impact on shareholder value.
• Employees: No direct impact on employees is mentioned in this filing.

Key Dates

Recommendation

This Form 4 details a routine executive compensation event involving the vesting of performance shares and subsequent tax withholding. It does not provide new fundamental information about Lear Corp.'s operational performance or future prospects that would alter an investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals.

Keywords

Lear Corp, LEA, Form 4, insider trading, executive compensation, stock award, performance shares, tax withholding