Clark Patrick 4
4 · Cooper-Standard Holdings Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Cooper-Standard (CPS) Exec Patrick Clark Sells 9,676 Shares
What Happened
- Patrick Clark, President, Sealing Systems and Chief Manufacturing Officer of Cooper-Standard (CPS), had 9,676 derivative shares converted and then disposed to the issuer on Feb 12, 2026 for $34.15 each, generating $330,435. At the same time he was granted new equity awards: 11,100 RSUs and 9,803 PSUs (both reported as acquisitions at $0.00).
- The disposed shares relate to vested performance-based units that the company settles in cash (see footnotes). The grants are time- and performance-based restricted stock units that vest on specified future dates subject to continued employment.
Key Details
- Transaction date: Feb 12, 2026.
- Sale/disposition: 9,676 shares disposed to issuer at $34.15 per share = $330,435 (code D). Conversion/exercise entries (code M) show the derivative units vesting/being converted.
- Grants: 11,100 RSUs (time-based) and 9,803 PSUs (performance-based) granted on Feb 12, 2026 (code A) at $0.00 (no cash outlay now).
- Vesting/settlement notes: Company may settle PSUs in cash equal to the fair market value or by book entry of shares (F1, F7). Some PSUs were deemed to have met performance criteria and vested (F6, F9); other awards carry multi-year service vesting schedules (F5, F8, F10).
- Shares owned after the transactions: not specified in the filing.
- Filing timeliness: Report filed Feb 17, 2026 for Feb 12 transactions — appears later than the typical 2-business-day Form 4 reporting window.
Context
- These transactions involve conversion/settlement of vested RSUs/PSUs and new awards. The disposition to the issuer combined with the footnotes indicates the company settled vested performance awards in cash (rather than delivering shares) for the amounts reported.
- Grants (RSUs/PSUs) are common executive compensation and are subject to future vesting conditions; they do not represent an immediate open-market purchase or sale of company stock.
Insider Transaction Report
Form 4
Clark Patrick
See Remarks
Transactions
- Exercise/Conversion
Common stock
[F1]2026-02-12+9,676→ 9,676 total - Disposition to Issuer
Common stock
[F1]2026-02-12$34.15/sh−9,676$330,435→ 0 total - Award
Restricted Stock Units
[F3][F4][F5]2026-02-12+11,100→ 11,100 total→ Common stock (11,100 underlying) - Award
Performance Stock Units
[F6][F7][F8]2026-02-12+9,803→ 9,803 total→ Common stock (9,803 underlying) - Exercise/Conversion
Performance Stock Units
[F9][F1][F10]2026-02-12−9,676→ 0 total→ Common stock (9,676 underlying)
Holdings
- 42,494(indirect: By Trust)
Common stock
[F2]
Footnotes (10)
- [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.
- [F10]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.
- [F2]Revocable family trust for which Reporting Person is the sole trustee.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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
Signature
/s/ Denise Balog, on behalf of Patrick Clark, under Power of Attorney|2026-02-17