Edwards Jeffrey S 4
4 · Cooper-Standard Holdings Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Cooper-Standard (CPS) CEO Jeffrey S. Edwards Sells 49,024 Shares
What Happened
- Jeffrey S. Edwards, Chairman, CEO and Director of Cooper‑Standard Holdings Inc. (CPS), reported exercising/converting derivative awards and immediately surrendering 49,024 shares to the issuer on 2026-02-12. The disposition was at $34.15 per share for total proceeds of $1,674,170. In the same filing he was granted two derivative awards (RSUs/PSUs) totaling 93,428 units (46,867 and 46,561 units) at $0 per unit (typical for time- or performance-based awards).
Key Details
- Transaction date: February 12, 2026; Form 4 filed February 17, 2026.
- Sale/surrender: 49,024 shares disposed to issuer at $34.15 each = $1,674,170.
- New awards: 46,867 RSUs (time‑based) and 46,561 PSUs (performance‑based) granted at $0 (derivative awards).
- Shares owned after transaction: not specified in the provided filing details.
- Relevant footnotes: Company may settle PSUs in cash or stock; certain PSUs/RSUs vest only with continued employment (vesting schedules and settlement mechanics described in footnotes F1–F11).
- Transaction codes in the filing: M = exercise/conversion of derivative, D = disposition to issuer, A = grant/award.
Context
- The 49,024 shares appear to have been surrendered to the company as part of an exercise/settlement (often used to cover exercise costs or tax withholding) rather than an open‑market sale—i.e., a cashless/net settlement to the issuer.
- The simultaneous grants are standard compensation (time‑based RSUs and performance‑based PSUs) subject to vesting and possible cash settlement; they do not necessarily reflect an immediate economic investment by the insider.
- Form 4s are generally due within two business days of a reportable transaction; this filing was dated five days after the transactions (filed Feb 17 for Feb 12 activity). Check the filing for any timeliness notation (e.g., "L") or company explanation.
Insider Transaction Report
Form 4
Edwards Jeffrey S
DirectorChairman and CEO
Transactions
- Exercise/Conversion
Common stock
[F1]2026-02-12+49,024→ 367,766 total - Disposition to Issuer
Common stock
[F1]2026-02-12$34.15/sh−49,024$1,674,170→ 318,742 total - Award
Restricted Stock Units
[F4][F5][F6]2026-02-12+46,867→ 46,867 total→ Common stock (46,867 underlying) - Award
Performance Stock Units
[F7][F8][F9]2026-02-12+46,561→ 46,561 total→ Common stock (46,561 underlying) - Exercise/Conversion
Performance Stock Units
[F10][F1][F11]2026-02-12−49,024→ 0 total→ Common stock (49,024 underlying)
Holdings
- 13,200(indirect: By Trust)
Common stock
[F2] - 22,900(indirect: By Trust)
Common stock
[F3]
Footnotes (11)
- [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]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
- [F11]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]Shares held by an irrevocable family trust for which the Reporting Person's spouse is a beneficiary. The Reporting Person disclaims beneficial ownership of the stock held by the trust except to the extent of his pecuniary interest therein.
- [F3]Shares held by a revocable living trust for which Reporting Person is the sole trustee.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Signature
/s/ Denise Balog, on behalf of Jeffrey S. Edwards under Power of Attorney|2026-02-17