Form 8-K

8-K — LEAR CORP

Accession: 0000842162-26-000034

Filed: 2026-05-01

Period: 2026-05-01

CIK: 0000842162

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lear-20260501.htm (Primary)

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8-K

8-K (Primary)

Filename: lear-20260501.htm · Sequence: 1

lear-20260501

0000842162false00008421622026-05-012026-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 8-K

______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2026

______________________________________

LEAR CORPORATION

(Exact name of Registrant as specified in its charter)

______________________________________

Delaware 1-11311 13-3386776

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

21557 Telegraph Road, Southfield, MI 48033

(Address of principal executive offices)

(248) 447-1500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Common stock, par value $0.01 LEA New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On May 1, 2026, Lear Corporation issued a press release reporting financial results for the first quarter of 2026 and reaffirming its financial outlook for the full year 2026. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.

The information contained in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Exhibit Description

99.1

Press release issued May 1, 2026, furnished herewith.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Lear Corporation

May 1, 2026 By: /s/ Jason M. Cardew

Name: Jason M. Cardew

Title: Senior Vice President and Chief Financial Officer

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Document

FOR IMMEDIATE RELEASE

Lear Reports First Quarter 2026 Results;

The Highest EPS Since 2021 And The Highest Adjusted EPS Since 2019

SOUTHFIELD, Mich., May 1, 2026 -- Lear Corporation (NYSE: LEA), a global automotive technology leader in Seating and E-Systems, today reported results for the first quarter 2026 and reaffirmed its financial outlook for the full year 2026.

First Quarter 2026 Financial Highlights

•Revenue of $5.8 billion, an increase of 5%, compared to $5.6 billion in the first quarter of 2025

•Net income of $172 million and adjusted net income of $200 million, compared to $81 million and $169 million, respectively, in the first quarter of 2025

•Core operating earnings of $297 million, an increase of 10%, compared to $270 million in the first quarter of 2025

•Earnings per share of $3.34 and adjusted earnings per share of $3.87, compared to $1.49 and $3.12, respectively, in the first quarter of 2025

•Adjusted earnings per share grew 24% year over year, reflecting higher earnings and the benefit of our share repurchase program

•Net cash provided by (used in) operating activities of $98 million and free cash flow of $(27) million, compared to $(128) million and $(232) million, respectively, in the first quarter of 2025

•Repurchased $75 million of shares and paid $43 million in dividends

•Cash and cash equivalents at quarter-end of $882 million and total liquidity of $2.9 billion

First Quarter 2026 Business Highlights

•Growing our core E-Systems products with key wins, including wire awards for a subset of harnesses for General Motors’ full-size SUVs, with SAIC in China launching in 2027 and with Geely and Dongfeng for new products launching in the second half of 2026; and electronics awards for a power distribution module with a North American automaker for their next generation electrical architecture on major platforms and a high-voltage power distribution module with Audi

•Expanding our leadership position in Seating with new complete seat awards with Toyota in China through a non-consolidated joint venture; ComfortFlexTM awards with Audi and BMW; and a ComfortMax SeatTM award with Geely

“Lear started 2026 strong in a dynamic operating environment, delivering the highest quarterly adjusted earnings per share since 2019 and improved year-over-year margins in both segments. Our differentiated capabilities continue to drive significant new business awards and accelerated growth with Chinese automakers increasing our backlog in both segments, building on the momentum from the largest Seating conquest win in our history secured at the end of last year” said Ray Scott, Lear’s President and Chief Executive Officer. “Our targeted investments in automation and digital tools are supporting our long-term growth strategy and allowing us to launch key programs such as the seats for the GM full-size SUVs and pickup

(more)

trucks in Orion with unprecedented speed. Our strong cash generation outlook enabled us to continue returning excess cash to shareholders by increasing the pace of share repurchases in the quarter, resulting in strong earnings per share growth while maintaining our dividend.”

First Quarter Financial Results

(in millions, except per share amounts)

2026 2025

Reported

Sales $ 5,822.8 $ 5,560.3

Net income $ 172.3 $ 80.7

Earnings per share $ 3.34 $ 1.49

Adjusted(1)

Core operating earnings $ 297.3 $ 270.4

Adjusted net income $ 199.5 $ 169.3

Adjusted earnings per share $ 3.87 $ 3.12

In the first quarter, global vehicle production was down 3% compared to a year ago, with North America down 2%, Europe down 1% and China down 10%. Global vehicle production was up 3% on a Lear sales-weighted basis(2) impacted by Lear’s fiscal calendar.

Sales in the first quarter were $5.8 billion, up 5% year-over-year. Organic sales (sales excluding the impact of commodities, foreign exchange, tariff recoveries, acquisitions and divestitures) were up 3%, reflecting increased production on key Lear platforms and the addition of new business.

Core operating earnings were $297 million, or 5.1% of sales, as compared to $270 million, or 4.9% of sales, in 2025. Earnings were impacted by increased production on key Lear platforms and changes in foreign exchange rates.

In the Seating segment, margins and adjusted margins increased to 6.3% and 6.9% of sales, respectively, from 5.2% and 6.7%, respectively, in 2025. In the E-Systems segment, margins and adjusted margins were 5.2% and 6.1% of sales, respectively, increasing from 3.9% and 5.2%, respectively, last year.

Net income was $172 million, as compared to $81 million in 2025. Adjusted net income was $200 million, an increase of 18%, compared to $169 million in 2025.

Earnings per share were $3.34 and adjusted earnings per share were $3.87, as compared to $1.49 and $3.12, respectively, a year ago, reflecting increased earnings, lower share count and lower effective tax rate. Adjusted earnings per share grew 24% year-over-year, reflecting higher earnings and the benefit of our share repurchase program.

In the first quarter of 2026, net cash from operating activities was $98 million, and free cash flow(1) was $(27) million, compared to $(128) million and $(232) million, respectively, in 2025.

(1) For more information regarding our non-GAAP financial measures, see “Non-GAAP Financial Information” below.

(2) The global and regional production changes are based on S&P Global estimates. The production change on a Lear sales-weighted basis is calculated using Lear’s prior year regional sales mix and first quarter fiscal calendar. Management believes this provides a more meaningful comparison of the Company’s global revenue growth relative to global vehicle production.

Share Repurchase Program

During the first quarter of 2026, Lear repurchased 630,804 shares of our common stock for a total of $75 million. At the end of the first quarter, we had a remaining share repurchase authorization of approximately $700 million, which reflects approximately 11% of our total market capitalization at current market prices.

Since initiating the share repurchase program in 2011, we have repurchased 62.8 million shares of our common stock for a total of $6.0 billion at an average price of $95.25 per share. This represents a reduction of approximately 60% of our shares outstanding since the time we began the program.

2026 Financial Outlook

We have maintained our financial outlook for 2026 across all metrics.

At the midpoint of our guidance range, we have assumed that global industry production will be approximately 2% lower than in 2025 on a Lear sales-weighted basis. The industry volume assumptions underlying our 2026 financial outlook are derived from several sources, including internal estimates, customer production schedules and the most recent S&P Global Mobility production estimates for our vehicle platforms.

Our outlook excludes any future impact of potential changes to tariffs or Company or industry-wide production disruptions.

Our 2026 financial outlook is summarized below:

Full Year 2026 Financial Outlook

Net Sales $23,210 million - $24,010 million

Core Operating Earnings $1,030 million - $1,200 million

Adjusted EBITDA $1,650 million - $1,820 million

Restructuring Costs ≈$175 million

Operating Cash Flow $1,210 million - $1,310 million

Capital Spending ≈$660 million

Free Cash Flow $550 million - $650 million

The financial outlook is based on a full year average exchange rate of $1.17/Euro and 6.91 RMB/$.

Certain of the forward-looking financial measures above are provided on a non-GAAP basis. The Company does not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with GAAP because to do so would be potentially misleading and not practical given the difficulty of

projecting event-driven transactional and other non-core operating items in any future period. The magnitude of these items, however, may be significant.

First Quarter 2026 Conference Call and Webcast Information

A conference call and webcast will be held to discuss Lear’s first quarter 2026 financial results and related matters on May 1, 2026, at 9:00 a.m. EDT. The webcast link for the conference call will be available through Lear’s investor relations webpage at ir.lear.com. In addition, the conference call can be accessed by dialing 1-877-883-0383 (domestic) or 1-412-902-6506 (international) with Conference I.D. 8201618. The webcast replay will be available two hours following the call.

Non-GAAP Financial Information

In addition to the results reported in accordance with accounting principles generally accepted in the United States (GAAP) included throughout this press release, the Company has provided information regarding “pretax income before equity income, interest, other expense, restructuring costs and other special items” (core operating earnings or adjusted segment earnings), “pretax income before equity income, interest, other expense, depreciation expense, amortization of intangible assets, restructuring costs and other special items” (adjusted EBITDA), “adjusted net income attributable to Lear” (adjusted net income), “adjusted diluted net income per share attributable to Lear” (adjusted earnings per share) and “free cash flow” (each, a non-GAAP financial measure). Other expense includes, among other things, non-income related taxes, foreign exchange gains and losses, gains and losses related to certain derivative instruments and hedging activities, gains and losses on certain disposals of assets and the non-service cost components of net periodic benefit cost. Adjusted net income and adjusted earnings per share represent net income attributable to Lear and diluted net income per share attributable to Lear, respectively, adjusted for restructuring costs and other special items, including the tax effect thereon. Free cash flow represents net cash provided by (used in) operating activities less capital expenditures.

Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company’s financial position and results of operations. In particular, management believes that core operating earnings, adjusted EBITDA, adjusted net income and adjusted earnings per share are useful measures in assessing the Company’s financial performance by excluding certain items that are not indicative of the Company’s core operating performance or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management also believes that these measures provide improved comparability between fiscal periods. Management believes that free cash flow is useful to both management and investors in their analysis of the Company’s ability to service and repay its debt. Further, management uses these non-GAAP financial measures for planning and forecasting future periods.

Core operating earnings, adjusted EBITDA, adjusted net income, adjusted earnings per share and free cash flow should not be considered in isolation or as a substitute for net income attributable to Lear, diluted net income per share attributable to Lear, cash provided by (used in) operating activities or other income statement or cash flow statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt and, therefore, does not reflect funds available for investment or other discretionary uses. Also, these non-GAAP financial measures, as determined and presented by the Company, may not be comparable to related

or similarly titled measures reported by other companies. Set forth below are reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results and liquidity. The words “may,” “designed to,” “outlook,” “believes,” “should,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “forecasts”, “targets” and similar expressions identify certain of these forward-looking statements. The Company also may provide forward-looking statements in oral statements or other written materials released to the public. All statements contained or incorporated in this press release or in any other public statements that address operating performance, events or developments that the Company expects or anticipates may occur in the future are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its other Securities and Exchange Commission filings. Future operating results will be based on various factors, including actual industry production volumes, the impact of, and our ability to mitigate the effects of, U.S. or foreign policies regarding trade, including tariffs and export restrictions and any changes to tariffs or export restrictions, any resulting volume reductions or changes in vehicle production schedules by our customers, the duration and scope of any government shutdown and any other industry disruptions, supply chain disruptions, labor disruptions, unforeseen operational disruptions impacting our customers, commodity prices, changes in foreign exchange rates, the impact of restructuring actions and the Company's success in implementing its operating strategy.

Information in this press release relies on assumptions in the Company’s core sales backlog. The Company’s core sales backlog reflects anticipated net sales from formally awarded new programs less lost and discontinued programs and excludes the impact of non-core products winding down in our E-Systems business. The Company enters into contracts with its customers to provide production parts generally at the beginning of a vehicle’s life cycle. Typically, these contracts do not provide for a specified quantity of production, and many of these contracts may be terminated by the Company’s customers at any time. Therefore, these contracts do not represent firm orders. Further, the calculation of the core sales backlog does not reflect customer price reductions on existing or newly awarded programs. The core sales backlog may be impacted by various assumptions embedded in the calculation, including vehicle production levels on new programs, foreign exchange rates and the timing of major program launches.

The forward-looking statements in this press release are made as of the date hereof, and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

About Lear Corporation

Lear Corporation (NYSE: LEA) is a global automotive leader in Seating and E-Systems. The company designs, manufactures, and delivers advanced technologies to the world’s major automakers. Building on more than 100 years of heritage, Lear is the largest U.S.-based automotive supplier, headquartered in Southfield, Michigan. Driven by a commitment to innovation, operational excellence, and sustainability, Lear’s global team of talented

employees is shaping the future of mobility by developing solutions that enhance comfort, safety, and efficiency. More information is available at Lear.com.

CONTACTS:

Marianne Vidershain

Tim Brumbaugh

Vice President, Treasurer

Vice President, Investor Relations

and Head of Investor Relations

(248) 447-1329

(248) 447-5541

Lear Corporation and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited; in millions, except per share amounts)

Three Months Ended

April 4,

2026 March 29,

2025

Net sales $ 5,822.8 $ 5,560.3

Cost of sales 5,372.5 5,201.1

Selling, general and administrative expenses 190.3 172.4

Amortization of intangible assets 5.0 5.2

Interest expense 25.6 25.8

Other expense, net 12.7 20.4

Consolidated income before income taxes and equity in net income of affiliates 216.7 135.4

Income taxes 38.4 45.2

Equity in net income of affiliates (14.4) (12.3)

Consolidated net income 192.7 102.5

Net income attributable to noncontrolling interests 20.4 21.8

Net income attributable to Lear $ 172.3 $ 80.7

Diluted net income per share attributable to Lear $ 3.34 $ 1.49

Weighted average number of diluted shares outstanding 51.5 54.2

Lear Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(In millions)

April 4,

2026 December 31,

2025

(Unaudited) (Audited)

ASSETS

Current:

Cash and cash equivalents $ 881.9 $ 1,033.0

Accounts receivable 4,174.4 3,902.8

Inventories 1,750.7 1,693.2

Other 1,447.0 1,034.0

8,254.0 7,663.0

Long-Term:

PP&E, net 2,845.5 2,913.1

Goodwill 1,775.8 1,777.8

Other 2,578.3 2,489.2

7,199.6 7,180.1

Total Assets $ 15,453.6 $ 14,843.1

LIABILITIES AND EQUITY

Current:

Short-term borrowings $ 28.3 $ 27.9

Accounts payable and drafts 3,780.2 3,416.5

Accrued liabilities 2,403.5 2,219.0

Current portion of long-term debt 3.8 3.7

6,215.8 5,667.1

Long-Term:

Long-term debt 2,711.6 2,711.5

Other 1,250.9 1,263.5

3,962.5 3,975.0

Equity 5,275.3 5,201.0

Total Liabilities and Equity $ 15,453.6 $ 14,843.1

Lear Corporation and Subsidiaries

Consolidated Supplemental Data

(Unaudited; in millions, except content per vehicle and per share amounts)

Three Months Ended

April 4,

2026 March 29,

2025

Net Sales

North America $ 2,223.6 $ 2,248.8

Europe and Africa 2,300.9 2,062.1

Asia 1,084.9 1,071.6

South America 213.4 177.8

Total $ 5,822.8 $ 5,560.3

Content per Vehicle 1

North America $ 582 $ 607

Europe and Africa $ 504 $ 469

Free Cash Flow 2

Net cash used in operating activities $ 98.1 $ (127.7)

Capital expenditures (124.6) (104.0)

Free cash flow $ (26.5) $ (231.7)

Core Operating Earnings 2

Net income attributable to Lear $ 172.3 $ 80.7

Interest expense 25.6 25.8

Other expense, net 12.7 20.4

Income taxes 38.4 45.2

Equity in net income of affiliates (14.4) (12.3)

Net income attributable to noncontrolling interests 20.4 21.8

Restructuring costs and other special items -

Costs related to restructuring actions 43.0 87.4

Acquisition costs — 0.1

Disposal costs — 0.6

Recoveries related to Fisker Inc. — (0.4)

Impairments (recoveries) related to Russian operations, net 0.2 (1.4)

Other (0.9) 2.5

Core operating earnings $ 297.3 $ 270.4

Lear Corporation and Subsidiaries

Consolidated Supplemental Data

(continued)

(Unaudited; in millions, except content per vehicle and per share amounts)

Three Months Ended

April 4,

2026 March 29,

2025

Adjusted Net Income and Adjusted Earnings Per Share 2

Net income attributable to Lear $ 172.3 $ 80.7

Restructuring costs and other special items -

Costs related to restructuring actions 43.0 87.7

Acquisition costs — 0.1

Loss related to disposal of non-core business 0.4 3.3

Disposal costs — 0.6

Recoveries related to Fisker Inc. — (0.4)

Impairments (recoveries) related to Russian operations, net 0.2 (1.4)

Foreign exchange losses due to foreign exchange rate volatility related to Russia 0.7 —

Other 0.2 7.3

Tax impact of special items and other net tax adjustments 3

(17.3) (8.6)

Adjusted net income $ 199.5 $ 169.3

Weighted average number of diluted shares outstanding 51.5 54.2

Diluted net income per share available to Lear $ 3.34 $ 1.49

Adjusted earnings per share $ 3.87 $ 3.12

Diluted Shares Outstanding at End of Period 4

50,967,829 53,968,155

1 Content per Vehicle for 2025 has been updated to reflect actual production levels.

2 See "Non-GAAP Financial Information" included in this press release.

3 Represents the tax effect of restructuring costs and other special items, as well as several discrete tax items. The identification of these tax items is judgmental in nature, and their calculation is based on various assumptions and estimates.

4 Calculated using stock price at end of period.

Lear Corporation and Subsidiaries

Segment Supplemental Data

(Unaudited; in millions, except margins)

Three Months Ended

April 4,

2026 March 29,

2025

Adjusted Segment Earnings

Seating

Net sales $ 4,404.4 $ 4,151.1

Segment earnings $ 277.4 $ 215.7

Restructuring costs and other special items -

Costs related to restructuring actions 26.8 64.5

Impairments (recoveries) related to Russian operations, net 0.2 (1.4)

Other 0.4 1.1

Adjusted segment earnings $ 304.8 $ 279.9

Segment margins 6.3 % 5.2 %

Adjusted segment margins 6.9 % 6.7 %

E-Systems

Net sales $ 1,418.4 $ 1,409.2

Segment earnings $ 73.3 $ 55.5

Restructuring and other special items -

Costs related to restructuring actions 12.8 16.8

Recoveries related to Fisker Inc. — (0.4)

Other 0.4 1.9

Adjusted segment earnings $ 86.5 $ 73.8

Segment margins 5.2 % 3.9 %

Adjusted segment margins 6.1 % 5.2 %

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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