Edwards Jeffrey S 4
4 · Cooper-Standard Holdings Inc. · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Cooper-Standard (CPS) CEO Jeffrey Edwards Vests RSUs, Withholds Shares
What Happened
Jeffrey S. Edwards, Chairman and CEO of Cooper‑Standard Holdings (CPS), had restricted stock units (RSUs) vest on March 1, 2026. A total of 97,574 shares were issued on settlement of three time‑based RSU grants (34,585; 29,612; 33,377). To cover tax withholding, 40,512 shares were surrendered/withheld at $38.44 per share, generating approximately $1,557,282 in proceeds. The net increase to his holdings from this vesting was 57,062 shares.
Key Details
- Transaction date: March 1, 2026; Form 4 filed March 3, 2026 (appears timely).
- RSUs settled (acquired): 34,585 + 29,612 + 33,377 = 97,574 shares.
- Shares withheld for taxes (disposed): 14,399 + 12,215 + 13,898 = 40,512 shares at $38.44 each = $1,557,282.
- Net shares added to Edwards’ holdings: 97,574 − 40,512 = 57,062 shares.
- Footnotes: company settles RSUs by book entry in the reporting person’s name (F1). Grants were time‑based RSUs from 2023, 2024 and 2025 omnibus plan awards (F4, F6, F8) with standard one‑third annual vesting schedule (F5, F7, F9).
- Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = payment of exercise price or tax liability (share withholding).
- The withheld shares were for tax withholding (routine), not an open‑market sale.
Context
This was a routine RSU vesting and tax‑withholding event (a cashless/net settlement). Withholdings to cover taxes are common and do not necessarily indicate the insider is reducing exposure to the company; they simply satisfy tax obligations on vested equity. The filing shows conversion of RSUs to shares (derivative conversion) and simultaneous withholding of shares to cover taxes.
Insider Transaction Report
- Exercise/Conversion
Common stock
[F1]2026-03-01+34,585→ 353,327 total - Tax Payment
Common stock
2026-03-01$38.44/sh−14,399$553,498→ 338,928 total - Exercise/Conversion
Common stock
[F1]2026-03-01+29,612→ 368,540 total - Tax Payment
Common stock
2026-03-01$38.44/sh−12,215$469,545→ 356,325 total - Exercise/Conversion
Common stock
[F1]2026-03-01+33,377→ 389,702 total - Tax Payment
Common stock
2026-03-01$38.44/sh−13,898$534,239→ 375,804 total - Exercise/Conversion
Restricted Stock Units
[F4][F1][F5]2026-03-01−34,585→ 0 total→ Common stock (34,585 underlying) - Exercise/Conversion
Restricted Stock Units
[F6][F1][F7]2026-03-01−29,612→ 29,613 total→ Common stock (29,612 underlying) - Exercise/Conversion
Restricted Stock Units
[F8][F1][F9]2026-03-01−33,377→ 66,755 total→ Common stock (33,377 underlying)
- 13,200(indirect: By Trust)
Common stock
[F2] - 22,900(indirect: By Trust)
Common stock
[F3]
Footnotes (9)
- [F1]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.
- [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 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan.
- [F5]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 March 1, 2023
- [F6]These are time-based restricted stock units (RSUs) granted to the reporting person on February 14, 2024, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan , as amended and restated.
- [F7]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 March 1, 2024.
- [F8]These are time-based restricted stock units (RSUs) granted to the reporting person on February 12, 2025, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated.
- [F9]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, 2025.