What do the RSU-related footnotes in the CPS Form 4 explain?

The footnotes explain that the RSUs are time-based awards granted in 2023, 2024 and 2025 under the 2021 Omnibus Incentive Plan. One third of each grant vests on each of the first three anniversaries of March 1 in the applicable grant year, subject to continued employment.

Cooper-Standard (NYSE: CPS) officer converts RSUs, surrenders shares for tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cooper-Standard Holdings Inc. officer Venkatasubramanian Somasundhar reported multiple equity award transactions dated March 1, 2026. He exercised or converted restricted stock units into common shares in several blocks, including 2,276, 2,143 and 2,415 shares, at a stated price of $0.0000 per share.

To cover tax liabilities tied to these vestings, he disposed of 651, 613 and 691 common shares at $38.44 per share under transaction code “F,” which indicates tax-withholding dispositions rather than open-market sales. After these transactions, his directly owned common stock holdings were reported as 24,454 shares.

Insider Trade Summary

6,834 shares exercised/converted

Mixed 9 txns

Insider Venkatasubramanian Somasundhar

Role See remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,276	$0.00	--
Exercise	Restricted Stock Units	2,143	$0.00	--
Exercise	Restricted Stock Units	2,415	$0.00	--
Exercise	Common stock	2,276	$0.00	--
Tax Withholding	Common stock	651	$38.44	$25K
Exercise	Common stock	2,143	$0.00	--
Tax Withholding	Common stock	613	$38.44	$24K
Exercise	Common stock	2,415	$0.00	--
Tax Withholding	Common stock	691	$38.44	$27K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common stock — 21,851 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 - 04:19 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^*

Venkatasubramanian Somasundhar

(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		2,276	A	⁽¹⁾	21,851	D
Common stock	03/01/2026		F		651	D	$38.44	21,200	D
Common stock	03/01/2026		M		2,143	A	⁽¹⁾	23,343	D
Common stock	03/01/2026		F		613	D	$38.44	22,730	D
Common stock	03/01/2026		M		2,415	A	⁽¹⁾	25,145	D
Common stock	03/01/2026		F		691	D	$38.44	24,454	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			2,276	⁽³⁾	⁽³⁾	Common stock	2,276	$0	0	D
Restricted Stock Units⁽⁴⁾	⁽¹⁾	03/01/2026		M			2,143	⁽⁵⁾	⁽⁵⁾	Common stock	2,143	$0	2,143	D
Restricted Stock Units⁽⁶⁾	⁽¹⁾	03/01/2026		M			2,415	⁽⁷⁾	⁽⁷⁾	Common stock	2,415	$0	4,831	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, Chief Information Technology and AI Officer

	/s/ Denise Balog, on behalf of Somasundhar Venkatasubramanian 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 insider transactions did CPS officer Venkatasubramanian Somasundhar report on March 1, 2026?

He reported exercises of restricted stock units into common stock and related tax-withholding dispositions. Several RSU grants vested and converted into shares, while smaller share blocks were surrendered at $38.44 per share to satisfy tax obligations tied to these equity awards.

Did the CPS Form 4 show open-market buying or selling by the insider?

The filing shows derivative exercises and tax-withholding dispositions, not open-market trades. Code “M” entries reflect RSUs converting into common stock, while code “F” entries represent shares delivered back to the company to cover tax liabilities from those vestings.

How many Cooper-Standard (CPS) shares did Somasundhar dispose of for taxes?

He disposed of 651, 613 and 691 common shares under transaction code “F.” These dispositions occurred at a reported price of $38.44 per share and were specifically labeled as payments of tax liabilities by delivering previously acquired securities.

What was Venkatasubramanian Somasundhar’s CPS common stock holding after these transactions?

Following the reported March 1, 2026 transactions, his directly owned Cooper-Standard common stock position was 24,454 shares. This figure reflects the net result of restricted stock unit conversions into shares and the smaller tax-withholding share dispositions reported in the Form 4.

How are Cooper-Standard RSUs settled for Somasundhar according to the filing?

The filing states that the company settles vested RSUs by making a book entry in the reporting person’s name. The number of common shares recorded equals the number of RSUs that have vested, aligning with the derivative exercises reported under transaction code “M.”