Cooper-Standard (CPS) VP Alison Nudd awarded new RSU and PSU grants

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nudd Alison S reported acquisition or exercise transactions in this Form 4 filing.

Cooper-Standard Holdings Inc. VP and Chief Accounting Officer Alison S. Nudd reported equity awards in the form of restricted and performance stock units. On February 12, 2026, she received 2,158 time-based restricted stock units granted under the 2021 Omnibus Incentive Plan.

These RSUs vest in three equal parts on each of the first three anniversaries of March 1, 2026, assuming continued employment. She was also credited with 1,838 performance stock units tied to performance criteria for the year ended December 31, 2025. These PSUs are scheduled to vest and settle on or shortly after March 1, 2028, subject to continued employment, and may be settled in shares or cash at the company’s discretion.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nudd Alison S

Role VP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	2,158	$0.00	--
Grant/Award	Performance Stock Units	1,838	$0.00	--

Holdings After Transaction: Restricted Stock Units — 2,158 shares (Direct); Performance Stock Units — 1,838 shares (Direct)

Footnotes (1)

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.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 04:17 PM

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
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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^*

Nudd Alison S

(Last)

(First)

(Middle)

40300 TRADITIONS DRIVE

(Street)

NORTHVILLE

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)
	VP, Chief Accounting Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	⁽²⁾	02/12/2026		A		2,158		⁽³⁾	⁽³⁾	Common stock	2,158	$0	2,158	D
Performance Stock Units⁽⁴⁾	⁽⁵⁾	02/12/2026		A		1,838		⁽⁶⁾	⁽⁶⁾	Common stock	1,838	$0	1,838	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

Remarks:

	/s/ Denise Balog on behalf of Alison S. Nudd 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 transaction did CPS officer Alison Nudd report on this Form 4?

Alison S. Nudd reported receiving equity awards, not open-market trades. She was granted 2,158 restricted stock units and 1,838 performance stock units under Cooper-Standard Holdings Inc.’s 2021 Omnibus Incentive Plan as part of her compensation as VP and Chief Accounting Officer.

How many restricted stock units did CPS grant to Alison Nudd?

Cooper-Standard granted Alison Nudd 2,158 time-based restricted stock units. These RSUs vest in three equal installments on each of the first three anniversaries of March 1, 2026, provided she remains employed with the company or its affiliates through each applicable vesting date.

What performance stock units were reported by Cooper-Standard (CPS) for Alison Nudd?

The filing shows 1,838 performance stock units credited to Alison Nudd. These PSUs relate to 2025 performance criteria that were deemed satisfied and are scheduled to vest and settle on or as soon as practicable following March 1, 2028, subject to continued employment with Cooper-Standard.

When do Alison Nudd’s CPS restricted stock units vest and become non-forfeitable?

One third of Alison Nudd’s 2,158 restricted stock units vest on each of the first three anniversaries of March 1, 2026. Vesting requires her continued employment with Cooper-Standard or its affiliates through each applicable vesting date for those RSUs to become non-forfeitable.

How can Cooper-Standard (CPS) settle Alison Nudd’s performance stock units?

Cooper-Standard may settle Alison Nudd’s performance stock units either in shares or cash. The company can book shares equal to vested PSUs or pay cash equal to the fair market value of the equivalent shares, determined as of the vesting date, at its discretion.

What employment condition applies to Alison Nudd’s CPS performance stock units?

Her performance stock units require continued employment through March 1, 2028. If she remains employed with Cooper-Standard or its affiliates until then, the PSUs will vest and are expected to settle on or as soon as practicable following March 1, 2028, in shares or cash.