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4Accepted Mar 25, 9:05 PM ET

Gentherm (THRM) SVP Wayne Kauffman Receives Award; 925 Shares Withheld

THRMGentherm Inc

Accepted (ET)

9:05 PM

Mar 25, 2026

Filed

Mar 25, 2026

Documents

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7.0 KB

Summary

Gentherm (THRM) SVP Wayne Kauffman Receives Award; 925 Shares Withheld

Updated

What Happened Wayne S. Kauffman III, Senior Vice President and General Counsel of Gentherm Inc. (THRM), received 2,121 shares on March 23, 2026 upon vesting of performance-based restricted stock units (PSUs). To cover tax obligations, 925 of those shares were surrendered/withheld at $28.64 per share, generating $26,492. The award was recorded as an acquisition at $0.00 (typical for vested equity awards).

Key Details

  • Transaction dates: vesting/award and tax withholding recorded March 23, 2026 (report filed March 25, 2026 — timely).
  • Award: 2,121 shares granted/acquired (code A); acquisition price reported $0.00.
  • Tax withholding: 925 shares disposed/withheld (code F) at $28.64 per share, total $26,492.
  • Shares owned after transaction: not specified in the Form 4 filing.
  • Footnote: PSUs were originally granted March 14, 2023. The Compensation and Talent Committee determined payout on March 23, 2026 — Adjusted EBITDA PSUs earned at 69.15% and ROIC PSUs at 63.44%, resulting in a total payout of 40.35% of the original award.
  • Nature of disposal: tax withholding to satisfy tax liability (not an open-market sale).

Context These were performance-based PSU vesting and a routine tax-withholding action, not a market sell by the insider. PSUs were measured on three-year performance metrics (cumulative adjusted EBITDA and ROIC) and paid out at 40.35% of target based on 2025 results. Tax-withholding disposals are common and do not necessarily signal insider sentiment about the company.

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