Cooper-Standard Holdings Inc.·4

Feb 17, 4:18 PM ET

Kanary MaryAnn Peterson 4

4 · Cooper-Standard Holdings Inc. · Filed Feb 17, 2026

Research Summary

AI-generated summary of this filing

Updated

Cooper-Standard (CPS) SVP & CLO Kanary Peterson Sells 5,130 Shares

What Happened

  • Kanary MaryAnn Peterson, Senior Vice President, Chief Legal Officer and Secretary of Cooper‑Standard (CPS), had 5,130 vested performance units converted to shares and those 5,130 shares were disposed to the issuer at $34.15 each, generating $175,190. On the same date (Feb 12, 2026) she was granted a total of 15,309 derivative awards (8,325 time‑based RSUs and 6,984 PSUs) at $0.00 value (these are equity awards, not open‑market purchases).

Key Details

  • Transaction date: February 12, 2026; Form 4 filed February 17, 2026 (filing appears timely given the Feb 16 federal holiday).
  • Sale/Disposition: 5,130 shares sold to the issuer at $34.15 per share for total proceeds of $175,190 (transaction code D).
  • Grants/Awards: 8,325 RSUs (time‑based) and 6,984 PSUs (performance‑based) granted (transaction code A); these are derivative awards that vest per the footnote schedules.
  • Conversion/Settlement: The 5,130 shares reflect conversion/exercise of vested PSUs/derivatives (transaction code M) that were then settled/disposed to the issuer.
  • Shares owned after the transaction: Not specified in the provided filing excerpt.
  • Relevant footnotes: RSUs settle by book entry and vest one‑third each year starting March 1, 2026 (F2–F4). PSUs may be settled in shares or cash at the company’s discretion; some PSUs were deemed to satisfy performance criteria and have specific future vesting/settlement dates (F1, F5–F9).

Context

  • This filing mainly reports equity awards and the settlement of vested performance units; the disposition to the issuer typically reflects a company repurchase or withholding (often to cover taxes or cash settlement) rather than an open‑market sale.
  • A = award/grant, M = exercise/conversion of a derivative, D = disposition to issuer. These transactions are routine compensation and award settlements; they are factual disclosures and do not, by themselves, indicate management’s investment intent.

Insider Transaction Report

Form 4
Period: 2026-02-12
Transactions
  • Exercise/Conversion

    Common stock

    [F1]
    2026-02-12+5,13013,077 total
  • Disposition to Issuer

    Common stock

    [F1]
    2026-02-12$34.15/sh5,130$175,1907,947 total
  • Award

    Restricted Stock Units

    [F2][F3][F4]
    2026-02-12+8,3258,325 total
    Common stock (8,325 underlying)
  • Award

    Performance Stock Units

    [F5][F6][F7]
    2026-02-12+6,9846,984 total
    Common stock (6,984 underlying)
  • Exercise/Conversion

    Performance Stock Units

    [F8][F1][F9]
    2026-02-125,1300 total
    Common stock (5,130 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.
Signature
/s/ Denise Balog, on behalf of MaryAnn Peterson Kanary under power of attorney|2026-02-17

Documents

1 file
  • 4
    wk-form4_1771363093.xmlPrimary

    FORM 4