Cardew Jason M 4

What Happened

• Jason M. Cardew, SVP and Chief Financial Officer of Lear Corporation, received a settlement of 23,067 non‑derivative performance shares on 2026-02-12 (award price $0.00). On the same date the company withheld 10,058 of those shares to satisfy tax withholding obligations; the withheld shares were disposed at $136.73 per share for a total of $1,375,230.

Key Details

• Transaction date: 2026-02-12.
• Award: 23,067 performance shares (reported as acquisition, $0.00 per share).
• Tax withholding/disposition: 10,058 shares disposed at $136.73 each, totaling $1,375,230.
• Shares owned after the transaction: not specified in the provided filing.
• Footnotes: F1 — settlement of three‑year performance shares under the 2019 Lear Long‑Term Stock Incentive Plan, exempt from Section 16(b) liability per Rule 16b‑3(d). F2 — shares withheld by the company to satisfy tax withholding requirements.
• Filing timeliness: filing posted 2026-02-13 for a 2026-02-12 transaction; no late filing indicated in the provided record.

Context

• This was a performance share settlement (an award), not an open‑market purchase or a voluntary sale; the only sale activity was the company withholding shares to cover taxes (a routine, cashless withholding). Such withholdings are common and typically relate to tax liabilities rather than a decision to sell shares for investment reasons.