Form 4: Lear Corp CFO Receives Performance Shares, Sells for Tax

Lear Corp's SVP and CFO, Jason M. Cardew, acquired 23,067 common shares from performance share settlement and disposed of 10,058 shares for tax withholding.

Summary

• Jason M. Cardew, SVP and CFO of Lear Corp, reported a change in beneficial ownership of common stock.
• Cardew acquired 23,067 shares of common stock on February 12, 2026, as a settlement of non-derivative performance shares.
• These performance shares were granted under the 2019 Lear Corporation Long-Term Stock Incentive Plan for the three-year performance period ending December 31, 2025.
• The acquisition was exempt from Section 16(b) liability under Rule 16b-3(d).
• Following this acquisition, Cardew beneficially owned 42,799 shares of common stock.
• Cardew also disposed of 10,058 shares of common stock on February 12, 2026, at a price of $136.73 per share.
• This disposition was to satisfy tax withholding requirements related to the performance share settlement.
• After both transactions, Cardew's direct beneficial ownership of common stock stands at 32,741 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While shares were sold, it was for tax purposes following the successful vesting of performance shares, indicating the achievement of prior company performance goals.

Positives

• The acquisition of 23,067 shares represents the successful settlement of performance shares, indicating that performance targets for the three-year period ending December 31, 2025, were met.

Negatives

• 10,058 shares were disposed of to cover tax withholding requirements, reducing the direct beneficial ownership of the reporting person.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

StockSavvy.ai notes that the settlement of performance shares and subsequent sale for tax withholding is a standard and routine practice in executive compensation across various industries. It reflects the vesting of long-term incentives tied to pre-defined performance metrics, common in publicly traded companies to align executive interests with shareholder value.

Comparison to Industry Standards

• Executive compensation structures, including performance share units (PSUs) and restricted stock units (RSUs), are widely adopted across the automotive supplier industry, similar to practices at companies like Adient plc or Magna International Inc.
• The practice of withholding shares to cover tax obligations upon vesting is a standard mechanism to manage the tax implications of equity compensation, consistent with global benchmarks for executive remuneration.

Stakeholder Impact

• Shareholders gain transparency into executive compensation and insider holdings, confirming the vesting of long-term incentives for the SVP and CFO.

Key Dates

Keywords

Lear Corp, LEA, Form 4, Insider Transaction, Performance Shares, Executive Compensation, Stock Incentive Plan, CFO