Cooper-Standard (NYSE: CPS) officer converts RSUs and withholds shares for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cooper-Standard Holdings Inc. officer Larry Ott reported multiple equity award transactions. On March 1, 2026, he exercised restricted stock units into common stock and disposed of some shares to cover tax obligations.

Several batches of restricted stock units granted under the 2021 Omnibus Incentive Plan vested and were settled in shares pursuant to time-based vesting conditions tied to continued employment. To satisfy tax withholding, Ott delivered common shares at a price of $38.44 per share in three separate tax-withholding dispositions. After these transactions, he directly owned 53,261 shares of common stock.

Insider Trade Summary

12,529 shares exercised/converted

Mixed 9 txns

Insider Ott Larry

Role See remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,324	$0.00	--
Exercise	Restricted Stock Units	3,858	$0.00	--
Exercise	Restricted Stock Units	4,347	$0.00	--
Exercise	Common stock	4,324	$0.00	--
Tax Withholding	Common stock	1,152	$38.44	$44K
Exercise	Common stock	3,858	$0.00	--
Tax Withholding	Common stock	1,013	$38.44	$39K
Exercise	Common stock	4,347	$0.00	--
Tax Withholding	Common stock	1,648	$38.44	$63K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common stock — 48,869 shares (Direct)

Footnotes (1)

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. These are time-based restricted stock units (RSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan. 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 March 1, 2023 These are time-based restricted stock units (RSUs) granted to the reporting person on February 14, 2024, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan , as amended and restated. 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 March 1, 2024. These are time-based restricted stock units (RSUs) granted to the reporting person on February 12, 2025, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated. 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, 2025.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 04:18 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
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^*

Ott Larry

(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)
	See remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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)
Common stock	03/01/2026		M		4,324	A	⁽¹⁾	48,869	D
Common stock	03/01/2026		F		1,152	D	$38.44	47,717	D
Common stock	03/01/2026		M		3,858	A	⁽¹⁾	51,575	D
Common stock	03/01/2026		F		1,013	D	$38.44	50,562	D
Common stock	03/01/2026		M		4,347	A	⁽¹⁾	54,909	D
Common stock	03/01/2026		F		1,648	D	$38.44	53,261	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)
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⁽²⁾	⁽¹⁾	03/01/2026		M			4,324	⁽³⁾	⁽³⁾	Common stock	4,324	$0	0	D
Restricted Stock Units⁽⁴⁾	⁽¹⁾	03/01/2026		M			3,858	⁽⁵⁾	⁽⁵⁾	Common stock	3,858	$0	3,858	D
Restricted Stock Units⁽⁶⁾	⁽¹⁾	03/01/2026		M			4,347	⁽⁷⁾	⁽⁷⁾	Common stock	4,347	$0	8,696	D

Explanation of Responses:

1. 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.

2. These are time-based restricted stock units (RSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan.

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 March 1, 2023

4. These are time-based restricted stock units (RSUs) granted to the reporting person on February 14, 2024, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan , as amended and restated.

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 March 1, 2024.

6. These are time-based restricted stock units (RSUs) granted to the reporting person on February 12, 2025, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated.

7. 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, 2025.

Remarks:

Senior Vice President and Chief Human Resources Officer

	/s/ Denise Balog, on behalf of Larry Ott under power of attorney	03/03/2026
	** 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 did Larry Ott report in this Form 4 for Cooper-Standard (CPS)?

Larry Ott reported exercises of restricted stock units into Cooper-Standard common stock and share dispositions for tax withholding. Multiple RSU awards vested and were settled in shares, with some of those shares delivered back to the company to satisfy tax liabilities tied to the vesting.

What types of transactions are coded M and F in this CPS Form 4?

Code M transactions reflect the exercise or conversion of derivative securities, here restricted stock units, into common shares. Code F transactions represent dispositions of shares used to pay the exercise price or related tax liabilities, functioning as share withholding rather than ordinary open-market sales.

How many Cooper-Standard shares does Larry Ott own after these transactions?

After the reported March 1, 2026 transactions, Larry Ott directly owns 53,261 shares of Cooper-Standard common stock. This figure reflects all RSU conversions and tax-withholding share dispositions reported in this Form 4 and is shown as his direct ownership at the end of the day.

At what price were shares used to cover taxes in the CPS Form 4?

Shares delivered to cover tax obligations were valued at $38.44 per share. This price applies to the tax-withholding dispositions coded F in the filing, where common stock was surrendered instead of cash to satisfy income tax liabilities arising from vested restricted stock units.

What are the vesting terms of Larry Ott’s restricted stock units at Cooper-Standard?

The restricted stock units are time-based awards under the 2021 Omnibus Incentive Plan that vest in thirds over three years. One-third of each grant vests on each of the first three anniversaries of March 1 of the respective grant year, contingent on continued employment through each vesting date.

Were Larry Ott’s transactions open-market buys or sells of CPS stock?

The transactions were primarily equity award settlements and tax-withholding dispositions, not open-market trading. RSUs were converted into common stock via code M exercises, and shares coded F were delivered to satisfy tax liabilities associated with those vesting awards rather than discretionary market sales.