Kauffman Wayne S III 4

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.