Ott Larry 4
4 · Cooper-Standard Holdings Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Cooper-Standard (CPS) SVP/CHRO Larry Ott Sells 6,219 Shares
What Happened
Larry Ott, Senior Vice President and Chief Human Resources Officer of Cooper-Standard Holdings (CPS), had 6,219 derivative units converted/settled and those 6,219 shares were disposed back to the issuer at $34.15 per share for a total of $212,379 on Feb 12, 2026. The Form 4 also reports new awards: 6,660 time-based RSUs and 6,065 PSUs granted on Feb 12, 2026 (recorded at $0 as awards). The sale/disposition appears to be a company settlement/withholding related to vested RSUs/PSUs rather than an open-market sale.
Key Details
- Transaction date(s): Feb 12, 2026; Form 4 filed Feb 17, 2026 (filed 5 days after the transactions).
- Sale/disposition: 6,219 shares disposed to issuer at $34.15/share = $212,379. (Transaction codes: M = exercise/conversion of derivative; D = disposition to issuer; A = award/grant.)
- Awards reported: 6,660 RSUs (time-based) and 6,065 PSUs (performance-based) granted/credited on Feb 12, 2026.
- Shares owned after transaction: not disclosed in this filing.
- Notable footnotes: company may settle PSUs in cash or shares; RSUs/PSUs are subject to continued employment and specified vesting schedules (see footnotes re: March 1, 2026/2028 and Feb 12/Dec 31 vesting conditions). The disposition to the issuer is consistent with tax withholding or settlement rather than an open-market sale.
- Timeliness: Filing date is five days after the transaction — later than the typical 2-business-day Form 4 requirement; this may reflect an administrative delay.
Context
This appears to be a routine settlement/withholding tied to vesting of restricted and performance stock units (derivative instruments), not a discretionary open-market sale. For derivative-related entries, "exercise/conversion" plus immediate disposition to the issuer commonly indicates shares were converted and then surrendered to the company (often to satisfy tax withholding). Such awards are common for executives and — while they result in a cash payment — do not necessarily signal a personal decision to divest equity for investment reasons.
Insider Transaction Report
- Exercise/Conversion
Common stock
[F1]2026-02-12+6,219→ 50,764 total - Disposition to Issuer
Common stock
[F1]2026-02-12$34.15/sh−6,219$212,379→ 44,545 total - Award
Restricted Stock Units
[F2][F3][F4]2026-02-12+6,660→ 6,660 total→ Common stock (6,660 underlying) - Award
Performance Stock Units
[F5][F6][F7]2026-02-12+6,065→ 6,065 total→ Common stock (6,065 underlying) - Exercise/Conversion
Performance Stock Units
[F8][F1][F9]2026-02-12−6,219→ 0 total→ Common stock (6,219 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.