Banas Jonathan P 4
4 · Cooper-Standard Holdings Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Cooper-Standard (CPS) CFO Jonathan Banas Sells 10,644 Shares
What Happened
Jonathan P. Banas, EVP and CFO of Cooper‑Standard Holdings Inc. (CPS), had 10,644 vested performance units converted/settled and those 10,644 underlying shares were surrendered to the issuer (Disposition) at $34.15 per share for proceeds of $363,493. At the same time he was granted new equity awards: 12,333 time‑based RSUs and 11,947 performance‑based PSUs (both recorded as awards at $0 intrinsic cost).
Key Details
- Transaction date: February 12, 2026; Form 4 filed February 17, 2026.
- Sale/surrender: 10,644 shares disposed to the issuer at $34.15/share, total $363,493 (transaction code D).
- Awards granted: 12,333 RSUs (time‑based) and 11,947 PSUs (performance‑based) recorded as grants (transaction code A).
- Derivative entries: conversion/exercise/settlement of 10,644 derivative units also reported (codes M) as part of the vest/settlement process.
- Shares owned after transaction: Not disclosed on the provided report.
- Notable footnotes: PSUs may be settled in cash or shares per company plan (F1, F6); the RSUs and PSUs have standard vesting schedules and continued‑employment conditions (F2–F5, F7–F9).
Context
This appears to be a routine equity‑award vesting/settlement plus surrender of vested shares (commonly done to satisfy tax withholding) rather than an open‑market sale signaling a directional bet. The grants (RSUs and PSUs) are awards with future vesting conditions; the PSU settlement mechanism allows the company to pay cash or issue shares. The filing shows the mechanics of equity compensation and withholding rather than a discretionary sale or purchase.
Insider Transaction Report
- Exercise/Conversion
Common stock
[F1]2026-02-12+10,644→ 64,571 total - Disposition to Issuer
Common stock
[F1]2026-02-12$34.15/sh−10,644$363,493→ 53,927 total - Award
Restricted Stock Units
[F2][F3][F4]2026-02-12+12,333→ 12,333 total→ Common stock (12,333 underlying) - Award
Performance Stock Units
[F5][F6][F7]2026-02-12+11,947→ 11,947 total→ Common stock (11,947 underlying) - Exercise/Conversion
Performance Stock Units
[F8][F1][F9]2026-02-12−10,644→ 0 total→ Common stock (10,644 underlying)
Footnotes (9)
- [F1]The Company settles such performance-based stock units (PSUs) by delivering an amount of cash equal to the fair market value of a number of shares equal to the number of PSUs that have vested.
- [F2]These are time-based restricted stock units (RSUs) granted to the reporting person on February 12, 2026, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated.
- [F3]The company settles such RSUs by making an appropriate book entry in the reporting person's name for a number of shares equal to the number of RSU's that have vested.
- [F4]Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of the date of March 1, 2026.
- [F5]Represents performance-based stock units (PSUs) granted to the reporting person on February 12, 2025, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which were deemed to have satisfied the portion of the performance vesting criteria applicable for the year ended December 31, 2025, as determined by the Company on February 12, 2026.
- [F6]The company, in its sole discretion, settles such PSU's by electing either to (i) make an appropriate book entry in the reporting person's name for a number of shares equal to the number of PSU's that have vested or (ii) deliver an amount of cash equal to the fair market value, determined as of the vesting date, of a number of shares equal to the number of PSU's that have vested.
- [F7]Subject to the reporting person's continued employment with the company or its affiliates through March 1, 2028, these PSUs shall vest and no longer be subject to forfeiture and will settle on or as soon as practicable following March 1, 2028.
- [F8]Represents performance-based stock units (PSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which were deemed to have satisfied the portion of the performance vesting criteria applicable for the year ended December 31, 2024, as determined by the Company on February 12, 2025
- [F9]Subject to the reporting person's continued employment with the company or its affiliates through December 31, 2025, these PSUs shall vest and no longer be subject to forfeiture and will settle on or as soon as practicable following February 12, 2026.