Couch Christopher 4
4 · Cooper-Standard Holdings Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Cooper-Standard (CPS) CTO Christopher Couch Sells 6,257 Shares
What Happened
Christopher Couch, President, Fluid Handling Systems and Chief Technology Officer of Cooper‑Standard (CPS), had a derivative conversion and immediate disposition on Feb 12, 2026: 6,257 shares were converted/exercised and disposed to the issuer at $34.15 per share, generating $213,677. On the same date he was granted compensation awards: 11,100 time‑based restricted stock units (RSUs) and 9,803 performance‑based stock units (PSUs) (both reported at $0.00 per unit as awards).
Key Details
- Transaction date: Feb 12, 2026; Form 4 filed Feb 17, 2026 (filed one business day late).
- Sale/disposition: 6,257 shares to the issuer at $34.15 each = $213,677. (Reported as exercise/conversion of a derivative followed by disposition.)
- Awards received: 11,100 RSUs (granted Feb 12, 2026) and 9,803 PSUs (reported in connection with performance determinations).
- Vesting/settlement notes: RSUs vest one‑third on each of the first three anniversaries beginning March 1, 2026. Certain PSUs are subject to continued employment and future vesting/settlement dates; the company may settle PSUs in shares or cash. (See filing footnotes for details.)
- Shares owned after transaction: Not disclosed in the filing.
- Filing timeliness: Late (filed Feb 17 for a Feb 12 transaction; Form 4 due within two business days).
Context
The 6,257 shares were the result of a derivative conversion/exercise and were immediately surrendered to the issuer — a common way to cover tax withholding or settle awards rather than an open‑market sale. The new RSU/PSU grants are compensation awards with future vesting conditions and do not necessarily indicate immediate bullish or bearish sentiment. This is executive compensation and routine insider activity; purchases are generally considered more informative about insider conviction than awards or routine settlements.
Insider Transaction Report
- Exercise/Conversion
Common stock
[F1]2026-02-12+6,257→ 37,384 total - Disposition to Issuer
Common stock
[F1]2026-02-12$34.15/sh−6,257$213,677→ 31,127 total - Award
Restricted Stock Units
[F2][F3][F4]2026-02-12+11,100→ 11,100 total→ Common stock (11,100 underlying) - Award
Performance Stock Units
[F5][F6][F7]2026-02-12+9,803→ 9,803 total→ Common stock (9,803 underlying) - Exercise/Conversion
Performance Stock Units
[F8][F1][F9]2026-02-12−6,257→ 0 total→ Common stock (6,257 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.