Form 4: Cooper Cos. Exec Vests RSUs, Sells Shares for Tax

Holly R. Sheffield, President of CSI at The Cooper Companies, reported the vesting of restricted stock units and subsequent sale of shares for tax withholding purposes on January 8, 2026.

Summary

• Holly R. Sheffield, President of CSI at The Cooper Companies, Inc. (COO), reported transactions on January 8, 2026, under a Rule 10b5-1(c) plan.
• Acquired a total of 8,050 shares of Common Stock through the vesting of Restricted Stock Units (RSUs) at an exercise price of $0.00.
• Disposed of a total of 3,841 shares of Common Stock at a price of $83.13 per share, primarily to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, direct beneficial ownership of Common Stock increased by a net of 4,209 shares, resulting in a total of 43,261 shares directly owned.
• Remaining unvested Restricted Stock Units include 1,592 shares from an award vesting through 2027, 6,612 shares from an award vesting through 2028, and 9,462 shares from an award vesting through 2029, totaling 17,666 unvested RSUs.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation events (RSU vesting and tax-related sales). While the net increase in direct ownership is positive, the overall impact is neutral as these are pre-planned, non-discretionary transactions.

Positives

• The vesting of 8,050 Restricted Stock Units signifies the realization of long-term incentive compensation for a key executive.
• A net increase of 4,209 shares in direct beneficial ownership demonstrates continued alignment of executive interests with long-term shareholder value.

Negatives

• The disposition of 3,841 shares, while for tax purposes, represents a reduction in the executive's direct shareholdings.

Future Outlook

The filing details future vesting schedules for Restricted Stock Units through January 8, 2029, indicating continued long-term incentive alignment for the executive, subject to continued service.

Management Comments

• This award vests 25%/year over 4 years 1,592 shares on 1/8/2024, 1,592 shares on 1/8/2025, 1,592 shares on 1/8/2026, 1,592 shares on 1/8/2027 subject to continued service.
• This award has no expiration date. Restricted Stock Units will either vest or be forfeited.
• This award vests 25%/year over 4 years 3,308 shares on 1/8/2025, 3,304 shares on 1/8/2026, 3,308 shares on 1/8/2027, 3,304 shares on 1/8/2028 subject to continued service.
• This award vests 25%/year over 4 years 3,154 shares on 1/8/2026, 3,154 shares on 1/8/2027, 3,154 shares on 1/8/2028, 3,154 shares on 1/8/2029 subject to continued service.

Industry Context

This Form 4 filing reports routine executive compensation transactions, specifically the vesting of restricted stock units and subsequent tax-related share dispositions. Such transactions are standard practice across publicly traded companies to incentivize and retain key management personnel, aligning their interests with long-term shareholder value. The specific details reflect The Cooper Companies' compensation structure rather than broader industry trends.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a common practice across various industries, including healthcare and medical devices, aligning executive incentives with long-term company performance.
• The vesting schedule of 25% per year over four years is a typical structure for RSU awards, comparable to practices at peer companies like Alcon Inc. (ALC) or Bausch Health Companies Inc. (BHC) in the vision care sector, or other medical device companies.
• The disposition of shares to cover tax withholding upon RSU vesting is a standard, non-discretionary event for executives, observed widely across all public companies.

Related Party Transactions

• Holly R. Sheffield, an officer of The Cooper Companies, Inc., acquired 8,050 shares of common stock through the vesting of Restricted Stock Units.
• She subsequently disposed of 3,841 shares of common stock to cover tax withholding obligations related to the RSU vesting.

Stakeholder Impact

• Shareholders: The net increase in direct beneficial ownership by a key executive may be viewed positively as it aligns management's interests with long-term shareholder value. The transactions are routine and pre-planned, so direct market impact is typically minimal.
• Employees: The vesting of RSUs demonstrates the company's commitment to executive compensation and retention strategies, which can indirectly influence employee morale and retention.

Next Steps

• Future tranches of the RSU award of 1,592 shares are scheduled to vest on January 8, 2027.
• Future tranches of the RSU award of 3,304 shares are scheduled to vest on January 8, 2027, and January 8, 2028.
• Future tranches of the RSU award of 3,154 shares are scheduled to vest on January 8, 2027, January 8, 2028, and January 8, 2029.

Key Dates

Recommendation

This Form 4 filing reports routine, pre-planned executive compensation transactions (RSU vesting and tax-related sales). While there's a net increase in the executive's direct ownership, these are not discretionary purchases or sales that would signal a change in management's outlook on the company's prospects. Therefore, the filing itself does not provide new information warranting a change in investment recommendation; a 'hold' stance is appropriate based solely on this administrative disclosure.

Keywords

Cooper Companies, COO, Holly R Sheffield, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Executive Compensation, Stock Ownership