Kemp Harry Albert 4

What Happened

• Harry Kemp, SVP & Chief Administrative Officer of Lear Corporation, received a settlement of 12,110 performance shares on Feb 12, 2026 (recorded as an acquisition at $0.00). To satisfy tax withholding, 5,281 of those shares were surrendered (disposed) at an implied value of $136.73 per share, equal to $722,071 paid to cover taxes. The award reflects the settlement of a three‑year performance period ending Dec 31, 2025.

Key Details

• Transaction dates: Feb 12, 2026 (reported on Form 4 filed Feb 13, 2026)
• Award: 12,110 shares granted/acquired at $0.00 (code A)
• Tax withholding: 5,281 shares withheld/disposed at $136.73 (code F) = $722,071
• Footnotes: Settlement of non‑derivative performance shares under the 2019 Long‑Term Stock Incentive Plan; shares withheld to satisfy tax obligations
• Timeliness: Filing date Feb 13, 2026 (one day after the transaction) — not indicated as late
• Shares owned after transaction: not specified in the provided filing

Context

• This was a performance share settlement (not an open‑market purchase or a typical sale). The 5,281‑share disposition reflects share withholding to cover taxes (a common, administrative step), not a market sale that signals cashing out.
• The award is exempt from Section 16(b) short‑swing liability per Rule 16b‑3(d), as noted in the filing.