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Cooper-Standard (CPS) director logs RSU vesting, tax withholding and new equity grant

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

Rhea-AI Filing Summary

Cooper-Standard Holdings Inc. director Adriana E. Macouzet Flores reported compensation-related equity activity involving restricted stock units and common shares. On May 14, 2026, 7,527 restricted stock units converted into the same number of common shares, reflecting a routine vesting event. To cover tax obligations, 1,130 common shares were disposed of at $28.78 per share, with no open-market sale decision implied.

Following these transactions, she holds 56,912 common shares directly. On the same date, she also received a new grant of 3,937 time-based restricted stock units under the Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated. These RSUs vest, subject to her continued service as a director, on the earlier of the first anniversary of the grant date or the first annual shareholders meeting after the grant date. The company may settle vested RSUs either in shares or in cash equal to the fair market value at vesting.

Positive

  • None.

Negative

  • None.
Insider Macouzet Flores Adriana E.
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 3,937 $0.00 --
Exercise Restricted Stock Units 7,527 $0.00 --
Exercise Common stock 7,527 $0.00 --
Tax Withholding Common stock 1,130 $28.78 $33K
Holdings After Transaction: Restricted Stock Units — 3,937 shares (Direct, null); Common stock — 58,042 shares (Direct, null)
Footnotes (1)
  1. The company, in its sole discretion, settles such RSU'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 RSU'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 RSU's that have vested. These are time-based restricted stock units (RSUs) granted to the reporting person on May 14, 2026, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated. Subject to the reporting person's continued service as a director, these RSU's vest and are no longer subject to forfeiture on the earlier of the first anniversary of the grant date or the date of the first annual shareholders meeting of the company that occurs after the grant date, subject to the director's deferral election, if applicable. These are time-based restricted stock units (RSUs) granted to the reporting person on May 15, 2025, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated.
Tax-withholding shares 1,130 shares at $28.78 Common stock delivered for tax liability on May 14, 2026
RSUs vested and converted 7,527 units/shares Restricted stock units converting into common stock on May 14, 2026
Common shares after vesting before withholding 58,042 shares Total common shares following RSU-to-share conversion
Common shares after tax withholding 56,912 shares Direct holdings after 1,130-share tax-withholding disposition
New RSU grant 3,937 units Time-based restricted stock units granted May 14, 2026
Restricted stock units financial
"These are time-based restricted stock units (RSUs) granted to the reporting person on May 14, 2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2021 Omnibus Incentive Plan financial
"under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated"
vesting financial
"RSU's vest and are no longer subject to forfeiture on the earlier of the first anniversary"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
forfeiture financial
"RSU's vest and are no longer subject to forfeiture on the earlier of the first anniversary"
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Macouzet Flores Adriana E.
(Last)(First)(Middle)
40300 TRADITIONS DRIVE
(Street)
NORTHVILLE MICHIGAN 48168
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Cooper-Standard Holdings Inc. [ CPS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common stock05/14/2026M7,527A(1)58,042D
Common stock05/14/2026F1,130D$28.7856,912D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)(1)05/14/2026A3,937 (3) (3)Common stock3,937$03,937D
Restricted Stock Units(4)(1)05/14/2026M7,527 (3) (3)Common stock7,527$00D
Explanation of Responses:
1. The company, in its sole discretion, settles such RSU'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 RSU'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 RSU's that have vested.
2. These are time-based restricted stock units (RSUs) granted to the reporting person on May 14, 2026, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated.
3. Subject to the reporting person's continued service as a director, these RSU's vest and are no longer subject to forfeiture on the earlier of the first anniversary of the grant date or the date of the first annual shareholders meeting of the company that occurs after the grant date, subject to the director's deferral election, if applicable.
4. These are time-based restricted stock units (RSUs) granted to the reporting person on May 15, 2025, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated.
Remarks:
/s/ Denise Balog on behalf of Adriana E. Macouzet Flores under power of attorney05/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Adriana E. Macouzet Flores report at Cooper-Standard (CPS)?

Adriana E. Macouzet Flores reported RSU vesting, related tax withholding, and a new RSU grant. 7,527 restricted stock units converted into common shares, 1,130 shares were withheld to cover taxes, and she received 3,937 new time-based RSUs as director compensation.

How many Cooper-Standard (CPS) shares did Macouzet Flores acquire through RSU vesting?

She acquired 7,527 shares of Cooper-Standard common stock through the vesting and conversion of an equal number of restricted stock units. These RSUs were originally granted on May 15, 2025, under the company’s 2021 Omnibus Incentive Plan, as amended and restated.

Why were 1,130 Cooper-Standard (CPS) shares disposed of in this Form 4 filing?

The 1,130 shares were disposed of to satisfy tax obligations tied to the RSU vesting. This tax-withholding disposition, priced at $28.78 per share, reflects shares delivered for tax liability rather than a discretionary open-market sale decision by the director.

What new restricted stock units did Macouzet Flores receive from Cooper-Standard (CPS)?

She received a grant of 3,937 time-based restricted stock units on May 14, 2026, under the 2021 Omnibus Incentive Plan. These RSUs vest, subject to continued board service, on the earlier of the first grant anniversary or the first annual shareholders meeting after the grant date.

How many Cooper-Standard (CPS) shares does Macouzet Flores hold after these transactions?

After the reported transactions, Adriana E. Macouzet Flores directly holds 56,912 shares of Cooper-Standard common stock. She also holds 3,937 restricted stock units outstanding, which may later convert into shares or be settled in cash at the company’s discretion when vested.

How can Cooper-Standard (CPS) settle vested restricted stock units for Macouzet Flores?

Cooper-Standard may settle vested RSUs either in shares or cash. It can record shares in the director’s name equal to vested RSUs or pay cash equal to the fair market value of an equivalent number of shares on the vesting date, at its sole discretion.