CTS (CTS) CEO logs performance share award and tax withholding share surrender

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CTS CORP President & CEO Kieran O'Sullivan reported equity compensation activity involving company common stock. On the certification of performance for a 2023-2025 period under the 2018 Equity and Incentive Compensation Plan, he acquired 16,873 shares as earned Performance Stock Units at a reference price of $52.94 per share. To cover tax withholding obligations tied to vesting of restricted shares, 7,526 shares were surrendered, also at $52.94 per share. After these grant and tax-withholding disposition entries, his directly held stake stands at 437,693 CTS shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider O'SULLIVAN KIERAN M

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	16,873	$52.94	$893K
Tax Withholding	Common Stock	7,526	$52.94	$398K

Holdings After Transaction: Common Stock — 445,219 shares (Direct)

Footnotes (1)

Performance Stock Units were granted pursuant to the CTS Corporation 2018 Equity and Incentive Compensation Plan and were subject to the achievement of specified performance criteria for the 2023-2025 performance period. The audited financial statements for the applicable performance period were filed with the Securities and Exchange Commission on February 24, 2026, and the Compensation and Talent Committee certified the level of achievement of the applicable performance goals. The shares reported herein represent the number of shares earned and issued based on such certification. Reflects shares of the Issuer's common stock surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of shares granted under a restricted stock agreement.

Form 4 Insider Transactions: What Each Field Means →

02/26/2026 - 04:00 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
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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^*

O'SULLIVAN KIERAN M

(Last)

(First)

(Middle)

4925 INDIANA AVE

(Street)

LISLE

60532

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CTS CORP [ CTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A		16,873⁽¹⁾	A	$52.94	445,219	D
Common Stock	02/24/2026		F		7,526⁽²⁾	D	$52.94	437,693	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)

Explanation of Responses:

1. Performance Stock Units were granted pursuant to the CTS Corporation 2018 Equity and Incentive Compensation Plan and were subject to the achievement of specified performance criteria for the 2023-2025 performance period. The audited financial statements for the applicable performance period were filed with the Securities and Exchange Commission on February 24, 2026, and the Compensation and Talent Committee certified the level of achievement of the applicable performance goals. The shares reported herein represent the number of shares earned and issued based on such certification.

2. Reflects shares of the Issuer's common stock surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of shares granted under a restricted stock agreement.

	Debra S. Rouse, attorney-in-fact for Kieran M. O'Sullivan	02/26/2026
	** 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 CTS (CTS) report for Kieran O'Sullivan?

CTS reported that President & CEO Kieran O'Sullivan received an equity award of 16,873 common shares and surrendered 7,526 shares for tax withholding. Both entries occurred on February 24, 2026, reflecting routine compensation and related tax obligations tied to existing stock awards.

How many CTS (CTS) shares did the CEO acquire in this Form 4 filing?

The CEO was credited with 16,873 CTS common shares as earned Performance Stock Units. These units were granted under the 2018 Equity and Incentive Compensation Plan for the 2023-2025 performance period, following certification of performance goals based on audited financial statements filed on February 24, 2026.

Why were 7,526 CTS (CTS) shares disposed of in the Form 4?

The 7,526 CTS shares were surrendered to satisfy tax withholding obligations when restricted stock vested. This tax-withholding disposition, coded “F,” reflects payment of tax liabilities by delivering shares rather than a market sale, and is common for equity compensation events involving restricted stock awards.

What plan governed the CTS (CTS) CEO’s Performance Stock Units?

The Performance Stock Units were granted under the CTS Corporation 2018 Equity and Incentive Compensation Plan. They depended on achievement of specified performance criteria for 2023-2025, with the Compensation and Talent Committee certifying results after audited financial statements were filed with the SEC on February 24, 2026.

What is Kieran O'Sullivan’s CTS (CTS) shareholdings after these transactions?

After the award and tax-withholding share surrender, Kieran O'Sullivan directly holds 437,693 CTS common shares. This closing balance reflects the net effect of receiving 16,873 earned Performance Stock Unit shares and surrendering 7,526 shares to meet tax obligations at the time of vesting.

Were the CTS (CTS) CEO’s transactions open-market buys or sells?

The filing shows no open-market buying or selling. Instead, the CEO acquired 16,873 shares through a Performance Stock Unit award and disposed of 7,526 shares solely to cover tax withholding, a non-market transaction commonly used to satisfy tax liabilities on vested equity awards.