Cooper-Standard (CPS) CEO Edwards granted RSUs, PSUs and disposes shares

Rhea-AI Filing Summary

Cooper-Standard Holdings chairman and CEO Jeffrey S. Edwards reported several equity award transactions dated February 12, 2026. He received 46,867 restricted stock units and 46,561 performance stock units under the company’s 2021 Omnibus Incentive Plan.

On the same date, 49,024 performance stock units were exercised into 49,024 shares of common stock, followed by a disposition of 49,024 common shares back to the company at $34.15 per share. After these transactions, Edwards directly held 318,742 common shares, with additional indirect holdings of 13,200 shares by an irrevocable family trust and 22,900 shares by a revocable living trust.

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^*

Edwards Jeffrey S

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		49,024	A	(1)	367,766	D
Common stock	02/12/2026		D		49,024	D	$34.15(1)	318,742	D
Common stock								13,200	I	By Trust(2)
Common stock								22,900	I	By Living Trust(3)

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(4)	(5)	02/12/2026		A		46,867		(6)	(6)	Common stock	46,867	$0	46,867	D
Performance Stock Units(7)	(8)	02/12/2026		A		46,561		(9)	(9)	Common stock	46,561	$0	46,561	D
Performance Stock Units(10)	(1)	02/12/2026		M			49,024	(11)	(11)	Common stock	49,024	$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. Shares held by an irrevocable family trust for which the Reporting Person's spouse is a beneficiary. The Reporting Person disclaims beneficial ownership of the stock held by the trust except to the extent of his pecuniary interest therein.

3. Shares held by a revocable living trust for which Reporting Person is the sole trustee.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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

11. 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 Jeffrey S. Edwards 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 transactions did CPS chairman Jeffrey S. Edwards report on February 12, 2026?

Jeffrey S. Edwards reported multiple equity award transactions on February 12, 2026. He received 46,867 restricted stock units, 46,561 performance stock units, exercised 49,024 performance stock units into common shares, and then disposed of 49,024 common shares back to the company at $34.15 per share.

How many Cooper-Standard (CPS) restricted and performance stock units were granted to Jeffrey S. Edwards?

Edwards was granted 46,867 restricted stock units and 46,561 performance stock units. Both awards were issued under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, and are subject to future vesting conditions tied to continued employment and performance criteria.

How many Cooper-Standard (CPS) common shares does Jeffrey S. Edwards own after these transactions?

After the reported transactions, Edwards directly owns 318,742 shares of Cooper-Standard common stock. In addition, 13,200 shares are held indirectly by an irrevocable family trust and 22,900 shares by a revocable living trust associated with him, reflecting indirect beneficial holdings.

What was the price for Jeffrey S. Edwards’ disposition of Cooper-Standard (CPS) shares?

Edwards disposed of 49,024 shares of Cooper-Standard common stock back to the company at $34.15 per share. This disposition followed the exercise of 49,024 performance stock units into common shares, as reported in the same Form 4 filing for February 12, 2026.

How are Jeffrey S. Edwards’ Cooper-Standard (CPS) performance stock units settled?

The company may settle performance stock units either in shares or cash. It can make a book entry for shares equal to vested units or pay cash equal to the fair market value of the vested share-equivalent, determined as of the applicable vesting date for those units.

What vesting conditions apply to Jeffrey S. Edwards’ new Cooper-Standard (CPS) RSU and PSU awards?

The RSUs vest in three equal installments on each of the first three anniversaries of March 1, 2026, if employment continues. The PSUs vest and settle on or after March 1, 2028, subject to continued employment and satisfaction of performance criteria determined for the relevant performance period.