Roelli Nicholas Jon 4

What Happened

• Nicholas Jon Roelli, SVP and President, E-Systems at Lear Corporation, received 3,655 performance shares on 2026-02-12 (awarded at $0.00). To satisfy tax withholding, 1,594 of those shares were withheld by the company at an implied value of $136.73 per share, resulting in $217,948 withheld (reported as a disposition).
• The award was a settlement of non‑derivative performance shares for the three‑year performance period ending December 31, 2025, granted under the 2019 Lear Corporation Long‑Term Stock Incentive Plan.

Key Details

• Transaction date: 2026-02-12; Filing date: 2026-02-13 (timely).
• Award: 3,655 shares acquired (code A) at $0.00.
• Withholding: 1,594 shares disposed/withheld for taxes (code F) at $136.73 = $217,948.
• Shares owned after the transaction: Not specified in this Form 4 filing.
• Footnotes: F1 — settlement of three‑year performance shares under the 2019 LTIP; F2 — shares withheld by the company to satisfy tax withholding. The award is exempt from Section 16(b) liability under Rule 16b‑3(d).

Context

• This was a compensation award (performance share settlement), not an open‑market purchase or sale. The “disposition” here reflects shares withheld to cover taxes rather than a voluntary sale on the market, so it shouldn’t be interpreted as a directional trade signal by the insider.
• For retail investors tracking insider activity, awards indicate executive compensation realization; tax-withholding disposals are routine and common when shares vest or settle.