Orsini Frank C 4

What Happened
Frank C. Orsini, Executive Vice President and President, Seating at Lear Corporation (LEA), received 23,067 performance shares that vested/settled on February 12, 2026 under the company's long‑term incentive plan. To satisfy withholding tax obligations, 10,058 of those shares were withheld by the company at a reported value of $136.73 per share (totaling $1,375,230). The award settlement is reported as an acquisition (grant) at $0 cost to Orsini.

Key Details

• Transaction date: February 12, 2026.
• Award/acquisition: 23,067 shares granted/settled (code A) at $0.00.
• Shares withheld/disposed for taxes: 10,058 shares (code F) at $136.73/share = $1,375,230.
• Footnotes: Settlement of non‑derivative performance shares for the 3‑year period ending 12/31/2025 under the 2019 Lear Long‑Term Stock Incentive Plan; shares withheld to satisfy tax withholding.
• Shares owned after transaction: Not disclosed in this Form 4.
• Filing timeliness: Reported on Feb 13, 2026 for a Feb 12, 2026 transaction — appears timely.

Context
This was a settlement of performance‑based equity (award), not a market purchase or open‑market sale. The withholding of shares to cover taxes is routine and does not indicate an open‑market sale. The award is exempt from short‑swing liability under Rule 16b‑3(d) as noted in the filing.