Edwards Jeffrey S 4

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.