Document

S-8 1 lear-sx82026.htm S-8 Document

As filed with the Securities and Exchange Commission on July 31, 2026

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

_______________________________________

LEAR CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________________


Delaware						13-3386776
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

21557 Telegraph Road
Southfield, MI						48033
(Address of Principal Executive Offices)						(Zip Code)

Lear Corporation 2019 Long-Term Stock Incentive Plan

(As Amended and Restated May 14, 2026)

(Full Title of the Plan)

Amanda J. Pontes

Vice President, General Counsel and Corporate Secretary

Lear Corporation

21557 Telegraph Road

Southfield, Michigan 48033

(Name and Address of Agent for Service)

(248) 447-1500

(Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Lillian Brown

Wilmer Cutler Pickering Hale and Dorr LLP

2100 Pennsylvania Avenue NW

Washington, DC 20037

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”), relating to an aggregate of 1,725,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Lear Corporation (“Lear”), a Delaware Corporation, issuable under the Lear Corporation 2019 Long-Term Incentive Plan (the “2019 Plan”), as amended and restated as of May 18, 2023 (the “2023 Plan”), and as further amended and restated as of May 14, 2026, is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference (i) the contents of the Registration Statement on Form S-8, File No. 333-232856, filed by Lear with the Securities and Exchange Commission on July 26, 2019 relating to the 2019 Plan and (ii) the contents of the Registration Statement on Form S-8, File No. 333-273594, filed by Lear with the Securities and Exchange Commission on August 2, 2023 relating to the 2023 Plan, in each case, except to the extent amended or superseded by the contents hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Lear Corporation, a Delaware corporation (“Lear”), with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement on Form S-8 (the “Registration Statement”):

a.Lear’s annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 13, 2026;

b.Lear’s quarterly reports on Form 10-Q for the fiscal quarters ended April 4, 2026, filed with the Commission on May 1 , 202 6, and July 4, 2026, filed with the Commission on July 31 , 202 6;

c.Lear’s current report on Form 8-K filed with the Commission on May 14 , 202 6; and

d.The description of Lear’s Common Stock contained in Lear’s Registration Statement on Form 8-A filed with the Commission on November 6, 2009 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by the description of the Common Stock contained in Exhibit 4.8 of Lear’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any subsequent amendment or any report filed for the purpose of updating such description.

All documents filed by Lear pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post‑effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by Lear under Items 2.02 or 7.01 of any current report on Form 8-K that Lear may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement. Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.


Exhibit No.						Description
4.1						Amended and Restated Certificate of Incorporation of Lear (incorporated by reference to Exhibit 3.1 to Lear’s Current Report on Form 8-K filed with the Commission on November 9, 2009).
4.2						Second Amended and Restated Bylaws of Lear (incorporated by reference to Exhibit 3.1 to Lear’s Current Report on Form 8-K filed with the Commission on November 16, 2023).
5.1						Opinion of Wilmer Cutler Pickering Hale and Dorr LLP (filed herewith).
23.1						Consent of Ernst & Young LLP (filed herewith).
23.2						Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in opinion filed as Exhibit 5.1).
24.1						Powers of Attorney (included on signature page).
99.1						Lear Corporation 2019 Long-Term Stock Incentive Plan (amended and restated as of May 14, 2026) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 4, 2026).
107						Filing Fee Table (filed herewith).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Lear Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Southfield, Michigan on this 31st date of July, 2026.


									Lear Corporation

						By:			/s/ Raymond E. Scott
									Raymond E. Scott
									President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURE

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raymond E. Scott, Jason M. Cardew and Amy A. Doyle as his or her true and lawful attorneys-in-fact (with full power to each of them to act alone), with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with the exhibits thereto, and other documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the foregoing as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Raymond E. Scott

President, Chief Executive Officer and Director

July 31, 2026

Raymond E. Scott

(Principal Executive Officer)

/s/ Jason M. Cardew

Senior Vice President and Chief Financial Officer

July 31, 2026

Jason M. Cardew

(Principal Financial Officer)

/s/ Amy A. Doyle

Vice President and Chief Accounting Officer

July 31, 2026

Amy A. Doyle

(Principal Accounting Officer)

/s/ Julian G. Blissett

Director

July 31, 2026

Julian G. Blissett

/s/ Jonathon F. Foster

Director

July 31, 2026

Jonathon F. Foster

/s/ Bradley M. Halverson

Director

July 31, 2026

Bradley M. Halverson

/s/ Mary Lou Jepsen

Director

July 31, 2026

Mary Lou Jepsen

/s/ Roger A. Krone

Director

July 31, 2026

Roger A. Krone

/s/ Rod A. Lache

Director

July 31, 2026

Rod A. Lache

Signature

Title

Date

/s/ Patricia L. Lewis

Director

July 31, 2026

Patricia L. Lewis

/s/ Kathleen A. Ligocki

Director

July 31, 2026

Kathleen A. Ligocki

/s/ Conrad L. Mallett, Jr.

Director

July 31, 2026

Conrad L. Mallett, Jr.

/s/ Gregory C. Smith

Non-Executive Chairman and Director

July 31, 2026

Gregory C. Smith