Venkatasubramanian Somasundhar 4
4 · Cooper-Standard Holdings Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Cooper-Standard (CPS) SVP V. Somasundhar Sells 3,226 Shares
What Happened Venkatasubramanian Somasundhar, Senior Vice President, Chief Information Technology and AI Officer at Cooper-Standard (CPS), had 3,226 performance-based units/derivatives converted and settled for cash on Feb 12, 2026, producing proceeds of $110,168 (3,226 x $34.15). On the same date he was also granted new equity awards: 3,762 time-based RSUs and 3,370 performance-based PSUs (derivative awards) under the company’s 2021 Omnibus Incentive Plan.
Key Details
- Transaction date: February 12, 2026; Form 4 filed Feb 17, 2026 (the filing was posted five calendar days after the transactions).
- Sale/settlement: 3,226 derivative units converted/settled to the issuer for $34.15 each = $110,168 (Disposition code D; Conversion/Exercise code M).
- New awards: 3,762 RSUs (time‑based) and 3,370 PSUs (performance‑based) granted (code A); both recorded at $0.00 per share because they are deferred/conditional awards.
- Shares owned after transaction: Not specified in this Form 4.
- No 10b5-1 plan or other sale program is disclosed in the filing.
- Relevant footnotes:
- RSUs (3,762) are time-based and vest one‑third on each of the first three anniversaries of March 1, 2026 (F2, F3, F4).
- PSUs (3,370) are performance-based (granted Feb 12, 2025) and vest/settle subject to continued employment through March 1, 2028 (F5, F6, F7).
- The 3,226 settled units relate to earlier PSUs deemed to have met performance criteria and were settled (cash or book entry) following vesting (F1, F6, F8, F9).
Context
- This was not an open‑market sale to a third party; the filing shows conversion/settlement of vested performance units and a disposition to the issuer (cash settlement), which is common for PSU/RSU settlement or tax withholding arrangements rather than an indicator of immediate market selling pressure.
- The filing also shows new deferred awards (RSUs and PSUs) that vest in future years, so the reporting person increased future equity compensation while receiving cash for vested units.
Insider Transaction Report
Form 4
Venkatasubramanian Somasundhar
See remarks
Transactions
- Exercise/Conversion
Common stock
[F1]2026-02-12+3,226→ 22,801 total - Disposition to Issuer
Common stock
[F1]2026-02-12$34.15/sh−3,226$110,168→ 19,575 total - Award
Restricted Stock Units
[F2][F3][F4]2026-02-12+3,762→ 3,762 total→ Common stock (3,762 underlying) - Award
Performance Stock Units
[F5][F6][F7]2026-02-12+3,370→ 3,370 total→ Common stock (3,370 underlying) - Exercise/Conversion
Performance Stock Units
[F8][F1][F9]2026-02-12−3,226→ 0 total→ Common stock (3,226 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 Somasundhar Venkatasubramanian under power-of-attorney|2026-02-17