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Cooper-Standard (NYSE: CPS) president awarded RSUs, PSUs, trades shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cooper-Standard Holdings Inc. executive Shannon B. Quinn, President ISG, reported multiple equity-compensation transactions dated February 12, 2026. Quinn received grants of 2,467 time-based restricted stock units and 2,451 performance stock units under the company’s 2021 Omnibus Incentive Plan.

On the same date, 2,304 performance stock units were exercised into 2,304 shares of common stock, and 2,304 common shares were then disposed of to the issuer at $34.15 per share. After these transactions, Quinn directly owned 3,231 shares of common stock, along with 2,467 RSUs and 2,451 PSUs.

Positive

  • None.

Negative

  • None.
Insider Quinn Shannon B
Role President, ISG
Type Security Shares Price Value
Grant/Award Restricted Stock Units 2,467 $0.00 --
Grant/Award Performance Stock Units 2,451 $0.00 --
Exercise Performance Stock Units 2,304 $0.00 --
Exercise Common stock 2,304 $0.00 --
Disposition Common stock 2,304 $34.15 $79K
Holdings After Transaction: Restricted Stock Units — 2,467 shares (Direct); Performance Stock Units — 2,451 shares (Direct); Common stock — 5,535 shares (Direct)
Footnotes (1)
  1. 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. 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. 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. 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. 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. 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. 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. 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 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Quinn Shannon B
(Last) (First) (Middle)
40300 TRADITIONS DRIVE
(Street)
NORTHVILLE MI 48168
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cooper-Standard Holdings Inc. [ CPS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, ISG
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock 02/12/2026 M 2,304 A (1) 5,535 D
Common stock 02/12/2026 D 2,304 D $34.15(1) 3,231 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(2) (3) 02/12/2026 A 2,467 (4) (4) Common stock 2,467 $0 2,467 D
Performance Stock Units(5) (6) 02/12/2026 A 2,451 (7) (7) Common stock 2,451 $0 2,451 D
Performance Stock Units(8) (1) 02/12/2026 M 2,304 (9) (9) Common stock 2,304 $0 0 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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
9. 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.
Remarks:
/s/ Denise Balog on behalf of Shannon B. Quinn, under power of attorney 02/17/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CPS executive Shannon B. Quinn report?

Shannon B. Quinn reported equity-compensation activity including new grants of 2,467 RSUs and 2,451 PSUs, plus an exercise of 2,304 PSUs into common stock and a matching 2,304-share disposition of common stock back to Cooper-Standard.

How many Cooper-Standard (CPS) RSUs and PSUs were granted to Shannon Quinn?

The filing shows a grant of 2,467 restricted stock units and 2,451 performance stock units to Shannon B. Quinn. Both awards were issued under Cooper-Standard Holdings Inc.’s 2021 Omnibus Incentive Plan, as amended and restated.

What happened to the 2,304 Cooper-Standard PSUs on February 12, 2026?

On February 12, 2026, 2,304 performance stock units were exercised into 2,304 shares of common stock. Those 2,304 common shares were then disposed of to the issuer at a price of $34.15 per share, according to the Form 4.

How many Cooper-Standard (CPS) common shares does Shannon Quinn own after the Form 4 transactions?

Following the reported transactions, Shannon B. Quinn directly owned 3,231 shares of Cooper-Standard common stock. In addition, Quinn held 2,467 RSUs and 2,451 PSUs, all reported as directly owned derivative securities.

How are Cooper-Standard RSUs and PSUs for Shannon Quinn settled?

The filing states RSUs are settled by a book entry for shares equal to vested units. PSUs may be settled, at the company’s discretion, by either a book entry of shares or cash equal to the fair market value of the vested share amount.

What are the key vesting conditions for Shannon Quinn’s CPS RSUs and PSUs?

One-third of the RSUs vests on each of the first three anniversaries of March 1, 2026, subject to continued employment. Certain PSUs vest based on performance criteria and continued employment through dates including December 31, 2025 and March 1, 2028.