Form 4: Clark Patrick reports multiple insider transactions in CPS

Rhea-AI Filing Summary

Clark Patrick reported multiple insider transaction types in a Form 4 filing for CPS. The filing lists transactions totaling 49,931 shares at a weighted average price of $34.15 per share. Following the reported transactions, holdings were 11,100 shares.

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

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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^*

Clark Patrick

(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		9,676	A	(1)	9,676	D
Common stock	02/12/2026		D		9,676	D	$34.15(1)	0	D
Common stock								42,494	I	By Trust(2)

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(3)	(4)	02/12/2026		A		11,100		(5)	(5)	Common stock	11,100	$0	11,100	D
Performance Stock Units(6)	(7)	02/12/2026		A		9,803		(8)	(8)	Common stock	9,803	$0	9,803	D
Performance Stock Units(9)	(1)	02/12/2026		M			9,676	(10)	(10)	Common stock	9,676	$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. Revocable family trust for which Reporting Person is the sole trustee.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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

10. 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:

President, Sealing Systems and Chief Manufacturing Officer

	/s/ Denise Balog, on behalf of Patrick Clark, 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.

FAQ

What insider transactions did Cooper-Standard (CPS) officer Patrick Clark report?

Patrick Clark reported equity award activity including new grants and a share disposition. He received 11,100 restricted stock units and 9,803 performance stock units, exercised 9,676 performance stock units into shares, then transferred 9,676 shares back to the issuer at $34.15 per share.

How many restricted and performance stock units did CPS grant to Patrick Clark?

Cooper-Standard granted Patrick Clark 11,100 restricted stock units and 9,803 performance stock units. These awards were issued under the 2021 Omnibus Incentive Plan and vest over time, subject to continued employment and, for performance units, achievement of specified performance criteria.

What was the price for Patrick Clark’s share disposition in Cooper-Standard (CPS)?

Patrick Clark disposed of 9,676 shares of Cooper-Standard common stock back to the issuer at $34.15 per share. This disposition followed the exercise of an equal number of performance stock units into common shares on the same date, February 12, 2026.

Did Patrick Clark buy or sell Cooper-Standard (CPS) shares on the open market?

The filing shows no open-market buys or sells. It reports equity grants, the exercise of 9,676 performance stock units into shares, and a disposition of those 9,676 shares to the issuer at $34.15 per share, rather than through market trading.

How many Cooper-Standard (CPS) shares does Patrick Clark own indirectly?

Patrick Clark indirectly holds 42,494 shares of Cooper-Standard common stock through a revocable family trust. The filing explains he is the sole trustee of this trust, meaning he reports these shares as indirect beneficial ownership in addition to his direct equity awards.

Under which plan were Patrick Clark’s CPS equity awards granted?

The restricted stock units and performance stock units reported for Patrick Clark were granted under the Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated. This plan governs time-based RSUs and performance-based stock units with vesting and settlement conditions.