Quinn Shannon B 4
4 · Cooper-Standard Holdings Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Cooper-Standard (CPS) President Quinn Shannon B Sells 2,304 Shares
What Happened
Quinn Shannon B, President, ISG at Cooper-Standard Holdings (CPS), had 2,304 derivative units converted to/into shares and those 2,304 shares were disposed to the issuer at $34.15 per share for proceeds of $78,682 on February 12, 2026. The filing also shows new equity awards: two time-based restricted stock unit (RSU) grants of 2,467 and 2,451 units (granted Feb 12, 2026) and performance-based stock units (PSUs) from prior grants that were deemed to satisfy certain performance conditions and converted/vested (per footnotes).
Key Details
- Transaction date: February 12, 2026; filing date: February 17, 2026 (filed 5 days after the transaction). This may be outside the usual 2-business-day Form 4 filing window.
- Sale/Disposition: 2,304 shares disposed to the issuer at $34.15 each = $78,682. (Transaction coded D)
- Conversion/Exercise entries: 2,304 derivative units were converted/exercised (codes M); related entries show acquisition and immediate disposition (consistent with withholding/settlement).
- Grants/Awards: RSUs of 2,467 and 2,451 shares reported as awards (codes A) with $0 per-share reported (standard for time-based grants).
- Notable footnotes:
- RSUs are settled by book-entry of shares when vested (F2, F3); one-third of one RSU grant vests on each of the first three anniversaries of March 1, 2026 (F4).
- PSUs from prior grants were deemed to have met performance targets and are subject to settlement in cash or shares at the company’s discretion (F1, F5, F6, F8, F9). Some PSUs remain subject to continued employment through March 1, 2028 (F7).
- Shares owned after the transaction: aggregate post-transaction holdings are not specified in the provided excerpt.
Context
The filing shows a conversion/vesting of derivative awards (PSUs/RSUs) and an immediate disposition of 2,304 shares to the issuer—a pattern commonly used to satisfy tax withholding or settle awards. RSU grants are time-based and vest over specified anniversaries; PSUs are performance-based and may be settled in cash or stock per the company’s plan. These award-related transactions are typically compensation-related rather than open-market investment buys or discretionary insider selling.
Insider Transaction Report
- Exercise/Conversion
Common stock
[F1]2026-02-12+2,304→ 5,535 total - Disposition to Issuer
Common stock
[F1]2026-02-12$34.15/sh−2,304$78,682→ 3,231 total - Award
Restricted Stock Units
[F2][F3][F4]2026-02-12+2,467→ 2,467 total→ Common stock (2,467 underlying) - Award
Performance Stock Units
[F5][F6][F7]2026-02-12+2,451→ 2,451 total→ Common stock (2,451 underlying) - Exercise/Conversion
Performance Stock Units
[F8][F1][F9]2026-02-12−2,304→ 0 total→ Common stock (2,304 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.