Cooper Standard Adopts Tax Benefits Preservation Plan to Protect its Tax Benefits and Shareholder Value

The agreement gives non-triggering rights holders access to discounted shares if its ownership threshold is triggered.

Rhea-AI Summary

Cooper Standard (NYSE: CPS) adopted a rights agreement intended to protect its tax benefits by deterring certain stock acquisitions. Estimated U.S. tax benefits were approximately $215 million as of September 30, 2026, and may offset future taxable income. An ownership change under Section 382 could limit or delay their use.

Rights generally become exercisable when a person or group acquires 4.9% or more of outstanding common stock without Board approval. Other rights holders could then acquire common shares at a 50% discount. Existing holders of 4.9% or more may retain their shares but cannot add shares without triggering the agreement. The Board may grant exemptions. Rights expire no later than November 1, 2029, unless terminated earlier, including on November 1, 2027, if stockholder approval has not been obtained by then.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.The rights agreement aims to preserve approximately $215 million in estimated U.S. tax benefits as of September 30, 2026.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.A Section 382 ownership change could substantially limit tax-benefit use and substantially delay its timing.
• Minor point. Forward-looking: it has not happened yet and may not happen.Acquisitions reaching 4.9% or more generally trigger rights; existing holders at that level cannot add shares without triggering.
• Minor point. Forward-looking: it has not happened yet and may not happen.Triggered rights allow other holders to buy common shares at a 50% discount, diluting the triggering holder.
• Minor point. Forward-looking: it has not happened yet and may not happen.Rights expire on November 1, 2027 if stockholder approval has not been obtained by then.

Key Figures

Estimated U.S. Tax Benefits: $215 million Rights exercisability threshold: 4.9% of outstanding common stock Share purchase discount: 50% +4 more

Estimated U.S. Tax Benefits

$215 million

As of September 30, 2026

Rights exercisability threshold

4.9% of outstanding common stock

Acquisition threshold under the Rights Agreement

Share purchase discount

50%

Discount available to rights holders other than a triggering person if rights become exercisable

Ownership-change threshold

More than 50 percentage points

Increase in five percent stockholders' ownership over the applicable prior period

Rights distribution record date

November 12, 2026

Record date for distribution of the rights

Stated expiration date

November 1, 2029

Rights expire on this date unless an earlier termination condition applies

Conditional approval deadline

November 1, 2027

Rights expire on this date if stockholder approval has not been obtained

Key Terms

net operating loss carryforwards, net unrealized built-in loss, section 382

3 terms

net operating loss carryforwards financial

"use its net operating loss carryforwards"

Net operating loss carryforwards are tax rules that let a company apply past operating losses against future taxable profits, reducing the amount of tax it must pay when it returns to profitability. Think of it like a negative balance in a tax ledger that can be used to lower future tax bills, improving after-tax cash flow and earnings; investors track the size, expiration rules and any limits because they affect valuation and future cash available to the business.

net unrealized built-in loss financial

"any loss or deduction attributable to a "net unrealized built-in loss""

The net amount by which a taxpayer’s unrealized losses on assets exceed its unrealized gains at a particular date for tax purposes. It is calculated by comparing each asset’s tax basis to its current fair market value (or other tax rule-prescribed value), summing the resulting unrealized losses and gains, and taking the excess losses as the net unrealized built-in loss. Tax rules often use this figure to limit how much of those “paper” losses can be recognized for tax purposes after events such as changes in ownership, transfers into a consolidated group, or other taxable-status shifts.

section 382 regulatory

"an "ownership change," as defined in Section 382 of the Code"

Section 382 is a U.S. tax rule that limits how much of a company’s past tax losses and other tax attributes can be used to offset future taxable income after the company experiences an ownership change. For investors, it matters because a takeover or large shift in ownership can sharply reduce the tax value of those losses—think of it as a speed limit on how quickly a new owner can use prior losses to lower future taxes, which affects after‑tax earnings and company valuation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NORTHVILLE, Mich., Nov. 2, 2026 /PRNewswire/ -- Cooper-Standard Holdings Inc. ("Cooper Standard" or the "Company") (NYSE: CPS) today announced that its Board of Directors (the "Board") adopted a tax benefits preservation plan (the "Rights Agreement") in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company's ability to use its net operating loss carryforwards, any loss or deduction attributable to a "net unrealized built-in loss" and other tax attributes (collectively, "Tax Benefits") under the Internal Revenue Code (the "Code").

As of September 30, 2026, Cooper Standard's estimated U.S. Tax Benefits are approximately $215 million, which may be available to offset its future taxable income. The Company views its Tax Benefits as highly valuable assets, which are likely to inure to the benefit of the Company and its stockholders. However, if the Company experiences an "ownership change," as defined in Section 382 of the Code, its ability to use the Tax Benefits could be substantially limited, and the timing of the usage of the Tax Benefits could be substantially delayed, which could significantly impair the value of the Tax Benefits. Generally, an "ownership change" occurs if the percentage of the Company's stock owned by one or more "five percent stockholders" increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last "ownership change" experienced by the Company.

The Rights Agreement is intended to act as a deterrent to any person acquiring 4.9% or more of the outstanding shares (an "acquiring person") of the Company's common stock without the approval of the Board. This would protect the Tax Benefits because changes in ownership by a person owning less than 4.9% of the common stock are not included in the calculation of "ownership change" for purposes of Section 382 of the Code.

The record date for the distribution of the rights is November 12, 2026. Under the Rights Agreement, the rights will initially trade with the Company's common stock and will generally become exercisable only if a person (or any persons acting as a group) acquires 4.9% or more of the Company's outstanding common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of common stock at a 50% discount. Under the Rights Agreement, any person who currently owns 4.9% or more of the Company's common stock may continue to own its shares of common stock but may not acquire any additional shares without triggering the Rights Agreement. Under the Rights Agreement, the Board has the discretion to exempt any transaction and to exempt any person (or group of persons) from the provisions of the Rights Agreement.

The rights expire, unless earlier terminated, on the earliest to occur of: (i) the close of business on November 1, 2029; (ii) the time at which the Rights are redeemed; (iii) the time at which all exercisable Rights are exchanged; (iv) the close of business on November 1, 2027, if the approval of the Company's stockholders of the Rights Agreement has not been obtained by that date; (v) the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary or desirable for the preservation of the Tax Benefits; or (vii) the time at which the Board determines that the Tax Benefits are fully utilized or no longer available under Section 382 of the Code or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes.

Additional information about the Rights Agreement is available on a Form 8-K filed by Cooper Standard with the U.S. Securities and Exchange Commission.

About Cooper Standard

Cooper Standard, headquartered in Northville, Mich., with locations in 20 countries, is a leading global supplier of sealing and fluid handling systems and components. Utilizing our materials science and manufacturing expertise, we create innovative and sustainable engineered solutions for diverse transportation and industrial markets. Cooper Standard's approximately 22,000 team members (including contingent workers) are at the heart of our success, continuously improving our business and surrounding communities. Learn more at www.cooperstandard.com or follow us on LinkedIn, X, Facebook, Instagram or YouTube.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words "estimate," "expect," "anticipate," "project," "plan," "intend," "believe," "outlook," "guidance," "forecast," or future or conditional verbs, such as "will," "should," "could," "would," or "may," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: volatility or decline of the Company's stock price, or absence of stock price appreciation; impacts and disruptions related to the wars in Ukraine and the Middle East; escalating pricing pressures; our ability to achieve commercial recoveries and to offset the adverse impact of higher commodity and other costs through pricing and other negotiations with our customers; work stoppages or other labor disruptions with our employees or our customers' employees; prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruptions in our supply base or our customers' supply base; competitive threats and commercial risks associated with our diversification strategy; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws, regulations, and policies governing the terms of foreign trade such as increased trade restrictions and tariffs; our ability to collect tariff recoveries from our customers; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness and rates of interest; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; significant costs related to manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers' needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal and regulatory proceedings, claims or investigations against us; the potential impact of any future public health events on our financial condition and results of operations; the ability of our intellectual property to withstand legal challenges; cyber-attacks, data privacy concerns, other disruptions in, or the inability to implement upgrades to, our information technology systems; the possible volatility of our annual effective tax rate; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce; our ability to procure insurance at reasonable rates; and our dependence on our subsidiaries for cash to satisfy our obligations; and other risks and uncertainties, including those detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission.

You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this press release and we undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law.

Contact for Analysts: Roger Hendriksen Cooper Standard (248) 596-6465 roger.hendriksen@cooperstandard.com

Contact for Media: Chris Andrews Cooper Standard (248) 596-6217 candrews@cooperstandard.com

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SOURCE Cooper Standard

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership threshold triggers Cooper Standard's tax benefits preservation plan?

Rights generally become exercisable if a person or group acquires 4.9% or more of outstanding common stock without Board approval. Rights holders other than the triggering person would then be entitled to acquire common shares at a 50% discount.

Can Cooper Standard exempt investors or transactions from its rights agreement?

The Board has discretion to exempt any transaction and any person or group from the rights agreement.

What can end Cooper Standard's rights agreement before its final expiration date?

The rights can end early through redemption, exchange of all exercisable rights, or specified tax-related determinations. These include a Board determination that tax benefits are fully used or no longer available, or that an ownership change would not materially impair their amount or timing. Repeal of Section 382 can also end the plan if the Board determines it is no longer necessary or desirable.