Cooper-Standard (NYSE: CPS) CFO logs RSU vesting and tax share offsets

Rhea-AI Filing Summary

Cooper-Standard Holdings EVP and CFO Jonathan P. Banas reported multiple equity transactions on March 1, 2026. Time-based restricted stock units granted in 2023, 2024 and 2025 under the 2021 Omnibus Incentive Plan vested and were settled in common stock at no cost. Some shares were disposed at $38.44 per share to satisfy tax obligations, leaving him with 67,277 common shares held directly.

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^*

Banas Jonathan P

(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)
	EVP and CFO

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)
			Code	V	Amount	(A) or (D)	Price
Common stock	03/01/2026		M		7,509	A	(1)	61,436	D
Common stock	03/01/2026		F		3,274	D	$38.44	58,162	D
Common stock	03/01/2026		M		7,598	A	(1)	65,760	D
Common stock	03/01/2026		F		3,313	D	$38.44	62,447	D
Common stock	03/01/2026		M		8,564	A	(1)	71,011	D
Common stock	03/01/2026		F		3,734	D	$38.44	67,277	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(2)	(1)	03/01/2026		M			7,509	(3)	(3)	Common stock	7,509	$0	0	D
Restricted Stock Units(4)	(1)	03/01/2026		M			7,598	(5)	(5)	Common stock	7,598	$0	7,598	D
Restricted Stock Units(6)	(1)	03/01/2026		M			8,564	(7)	(7)	Common stock	8,564	$0	17,128	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:

	/s/ Denise Balog, on behalf of Jonathan P. Banas 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.
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FAQ

What insider transactions did CPS EVP and CFO Jonathan P. Banas report?

Jonathan P. Banas reported multiple equity transactions on March 1, 2026, including exercises of restricted stock units into common stock at no cost and related share dispositions at $38.44 per share to cover tax liabilities tied to the RSU vesting.

How many Cooper-Standard (CPS) shares does Jonathan P. Banas own after these Form 4 transactions?

Following the March 1, 2026 transactions, Jonathan P. Banas directly holds 67,277 shares of Cooper-Standard common stock. This figure reflects both the RSU conversions into shares and the shares disposed to satisfy associated tax obligations reported in the filing.

What type of equity awards did the Cooper-Standard CFO exercise in this Form 4 filing?

The filing shows exercises of time-based restricted stock units, or RSUs, granted in 2023, 2024 and 2025 under Cooper-Standard Holdings Inc.’s 2021 Omnibus Incentive Plan, as amended and restated, which were settled by delivering an equivalent number of common shares.

Why were some CPS shares disposed at a price of $38.44 in the Form 4?

Shares shown with transaction code F at $38.44 per share represent dispositions used to pay exercise-price or tax liabilities. Instead of paying cash, a portion of the newly acquired common shares was withheld or delivered to cover these obligations on March 1, 2026.

How do the Cooper-Standard RSU vesting terms affect the CFO’s future share deliveries?

Footnotes explain that, subject to continued employment, one-third of each RSU grant vests on each of the first three anniversaries of March 1 of the applicable grant year. As tranches vest, vested RSUs are settled in common stock via book entry in his name.

Were the restricted stock units in this CPS Form 4 performance-based or time-based?

The filing specifies these are time-based restricted stock units. Each grant vests in three equal annual installments, contingent on Jonathan P. Banas’s continued employment with Cooper-Standard or its affiliates through the applicable March 1 vesting dates.