Edwards Jeffrey S 4

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.