Nudd Alison S 4

What Happened
Alison S. Nudd, Vice President and Chief Accounting Officer of Cooper‑Standard Holdings, received equity awards reported on Feb 12, 2026: 2,158 time‑based restricted stock units (RSUs) and 1,838 performance‑based stock units (PSUs). Both awards were recorded at $0.00 at grant (typical for RSU/PSU grants) and are derivative awards that will convert to shares or cash only if vesting and settlement conditions are met. This is an award/grant (code A), not an open‑market buy or sale.

Key Details

• Transaction date: February 12, 2026; reported on Form 4 filed February 17, 2026.
• Award amounts: 2,158 RSUs and 1,838 PSUs; grant price $0.00 (no cash paid at grant).
• Shares owned after transaction: Not specified in the Form 4 filing.
• Relevant footnotes:
  • RSUs (F1–F3): granted under the 2021 Omnibus Incentive Plan; settled by book entry; time‑based vesting — one‑third vests on each of the first three anniversaries of March 1, 2026 (i.e., annually beginning March 1, 2027), subject to continued employment.
  • PSUs (F4–F6): originally granted Feb 12, 2025; the company determined on Feb 12, 2026 that the applicable performance criteria for the 2025 year were (at least partially) satisfied for these PSUs. These PSUs remain subject to continued employment through March 1, 2028 and will vest and settle (in shares or cash at the company’s discretion) on or shortly after March 1, 2028.
• Filing timeliness: The Form 4 was filed five days after the transaction (Feb 12 → Feb 17), which appears to miss the usual two business‑day Form 4 filing window; late filings can reduce short‑term transparency.

Context
RSUs and PSUs are common long‑term incentive awards for executives; they do not represent an immediate cash outlay by the executive and will only deliver value if the vesting/ performance conditions are met and the awards are settled. These awards are retention and performance incentives rather than active bets (buys) or exits (sales) by the insider.