Cooper-Standard (CPS) SVP Larry Ott gets new stock units, converts PSUs

Rhea-AI Filing Summary

Cooper-Standard executive Larry Ott, Senior Vice President and Chief Human Resources Officer, reported several equity compensation transactions on February 12, 2026. He received grants of 6,660 time-based restricted stock units and 6,065 performance stock units under the company’s 2021 Omnibus Incentive Plan. On the same date, 6,219 performance stock units vested and were converted into the same number of common shares, which were then transferred back to the company at $34.15 per share. Following these transactions, Ott directly owned 44,545 shares of Cooper-Standard common stock, with the new RSUs and PSUs scheduled to vest over future years if employment and performance conditions are met.

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

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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^*

Ott Larry

(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)
	See remarks

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		6,219	A	(1)	50,764	D
Common stock	02/12/2026		D		6,219	D	$34.15(1)	44,545	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		6,660		(4)	(4)	Common stock	6,660	$0	6,660	D
Performance Stock Units(5)	(6)	02/12/2026		A		6,065		(7)	(7)	Common stock	6,065	$0	6,065	D
Performance Stock Units(8)	(1)	02/12/2026		M			6,219	(9)	(9)	Common stock	6,219	$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:

Senior Vice President and Chief Human Resources Officer

	/s/ Denise Balog, on behalf of Larry Ott 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.
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FAQ

What insider equity transactions did CPS executive Larry Ott report?

Larry Ott reported multiple equity compensation transactions. He received 6,660 restricted stock units and 6,065 performance stock units, and 6,219 performance stock units vested and converted into common stock, which he then transferred back to the company at $34.15 per share.

How many Cooper-Standard (CPS) shares does Larry Ott own after this Form 4?

After these transactions, Larry Ott directly owned 44,545 shares of Cooper-Standard common stock. This figure reflects the exercise of 6,219 performance stock units into shares and the subsequent transfer of those shares back to the company at $34.15 per share.

What new restricted stock units did CPS grant to Larry Ott?

Cooper-Standard granted Larry Ott 6,660 time-based restricted stock units on February 12, 2026. These RSUs vest in three equal annual installments starting March 1, 2026, subject to his continued employment, and are settled through book-entry shares when they vest.

What performance stock units did Larry Ott receive from Cooper-Standard (CPS)?

Larry Ott received 6,065 performance stock units tied to performance for the year ended December 31, 2025. These PSUs can be settled in shares or cash at the company’s discretion and are scheduled to vest and settle on or as soon as practicable after March 1, 2028.

How were the 6,219 performance stock units for CPS settled for Larry Ott?

The 6,219 performance stock units were deemed to have met performance criteria and converted into 6,219 shares of common stock. Those shares were then disposed of back to Cooper-Standard at $34.15 per share, reducing Ott’s directly held common shares to 44,545.

Under which plan were Larry Ott’s CPS RSU and PSU awards granted?

All of Larry Ott’s reported restricted stock unit and performance stock unit awards were granted under the Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which governs time-based and performance-based equity compensation for eligible participants.