Runyon Barbara J 4

What Happened
Barbara J. Runyon, Senior Vice President and Chief Human Resources Officer of Gentherm Inc., received 2,121 shares from vested performance-based restricted stock units (PSUs) on March 23, 2026 (reported as an award, code A, at $0.00). To satisfy tax withholding, 961 of those shares were surrendered (code F) at $28.64 per share, totaling $27,523. The award amount is reported at $0 because the shares were issued upon vesting rather than bought.

Key Details

• Transaction dates: March 23, 2026 (award vesting and tax withholding). Original PSU grant date: March 14, 2023; vesting period lapsed March 14, 2026; committee determination March 23, 2026.
• Award: 2,121 shares @ $0.00 (code A). Withholding/disposition: 961 shares @ $28.64 = $27,523 (code F).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnote: The PSUs were performance-based (Adjusted EBITDA and ROIC metrics). The committee determined payouts of 69.15% (Adjusted EBITDA) and 63.44% (ROIC), resulting in a combined payout equal to 40.35% of the original PSUs granted on March 14, 2023 (see footnote F1).
• Filing: Form 4 filed March 25, 2026 (two days after the transaction date); appears to be timely under the typical 2-business-day reporting rule.
• Code notes: “F” indicates shares were used to satisfy tax withholding obligations — a routine administrative transaction, not an open-market sale.

Context
These were vested PSUs converted to shares based on multi-year performance results; the partial surrender of shares was to cover tax liabilities and is a common administrative step. Such withholding transactions generally do not indicate insider market sentiment.