Sec Form 3 Filing - Roelli Nicholas Jon @ LEAR CORP - 2024-05-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Roelli Nicholas Jon 2. Issuer Name and Ticker or Trading Symbol LEAR CORP [ LEA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & President, E-Systems (Last) (First) (Middle) 21557 TELEGRAPH ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2024 (Street) SOUTHFIELD, MI48033 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) ( 1 ) ( 1 ) Common Stock 282 D Restricted Stock Units ( 2 ) ( 3 ) ( 3 ) Common Stock 541 D Restricted Stock Units ( 2 ) ( 4 ) ( 4 ) Common Stock 613 D Restricted Stock Units ( 2 ) ( 5 ) ( 5 ) Common Stock 531 D Restricted Stock Units ( 2 ) ( 6 ) ( 6 ) Common Stock 414 D Restricted Stock Units ( 2 ) ( 7 ) ( 7 ) Common Stock 243 D Restricted Stock Units ( 2 ) ( 8 ) ( 8 ) Common Stock 682 D Restricted Stock Units ( 2 ) ( 9 ) ( 9 ) Common Stock 855 D Restricted Stock Units ( 2 ) ( 10 ) ( 10 ) Common Stock 1,149 D Restricted Stock Units ( 2 ) ( 11 ) ( 11 ) Common Stock 781 D Restricted Stock Units ( 2 ) ( 12 ) ( 12 ) Common Stock 1,269 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Roelli Nicholas Jon 21557 TELEGRAPH ROAD SOUTHFIELD, MI48033 SVP & President, E-Systems Signatures /s/ Karen Crittenden, as Attorney-in-Fact 05/20/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These "Career Share" restricted stock units ("RSUs") were granted on November 20, 2017 and vested on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements. ( 2 )Each RSU is convertible into common stock on a 1-for-1 basis. ( 3 )These "Career Share" RSUs were granted on November 14, 2018 and vested on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements. ( 4 )These "Career Share" RSUs were granted on November 14, 2019 and vested on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements. ( 5 )These "Career S hare" RSUs were granted on November 18, 2020 and vested on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements. ( 6 )These "Career Share" RSUs were granted on November 17, 2021 and vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements. ( 7 )These RSUs were granted on January 4, 2022, under the Lear Corporation 2019 Long-Term Stock Incentive Plan. The RSUs vest and settle in common stock on January 4, 2025. ( 8 )These "Career Share" RSUs were granted on November 14, 2022 and vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements. ( 9 )These RSUs were granted on January 3, 2023, under the Lear Corporation 2019 Long-Term Stock Incentive Plan. One-half of the RSUs vest and settle in common stock on January 4, 2025 and one-half of the stock units vest on January 4, 2026. ( 10 )These RSUs were granted on November 7, 2023, under the Lear Corporation 2019 Long-Term Stock Incentive Plan. One-third of the RSUs vest and settle in common stock on November 7, 2024; one-third of the stock units vest and settle in common stock on November 7, 2025 and the remaining one-third of the stock units vest and settle in common stock on November 7, 2026. ( 11 )These "Career Share" RSUs were granted on November 13, 2023 and vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements. ( 12 )These RSUs were granted on January 2, 2024, under the Lear Corporation 2019 Long-Term Stock Incentive Plan. One-third of the RSUs vest and settle in common stock on January 4, 2025; one-third of the stock units vest and settle in common stock on January 4, 2026 and the remaining one-third of the stock units vest and settle in common stock on January 4, 2027.

Remarks: Exhibit 24.1 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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