Adient boosts share buyback authorization by $400M
Adient reports $435 million of remaining repurchase authorization; shareholder ratification would extend the rights’ expiration to November 4, 2029.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Adient plc (ADNT) increased its share repurchase authorization by $400 million and adopted a Tax Benefits Preservation Plan. The increase brings total authorization to $1 billion, with $435 million remaining; the company said it had repurchased $565 million under the program launched in November 2022. Repurchases may occur through open-market purchases, privately negotiated transactions or other methods, subject to market conditions, legal requirements and other corporate considerations.
Adient said its U.S. net operating loss carryforwards and other tax attributes may be available to offset approximately $3.5 billion of future taxable income. The plan provides one right for each ordinary share held of record at the close of business on November 16, 2026. After the Separation Time, each right entitles its registered holder to purchase one one-thousandth of a Participating Preferred Share for $83.50, subject to adjustment and the plan terms. Rights generally become exercisable if a person or group acquires beneficial ownership of 4.95% or more of ordinary shares without prior board approval. Adient currently intends to seek shareholder approval at its next annual meeting; rights expire November 4, 2027, or November 4, 2029 if shareholders ratify the plan.
1 point · 1 major0 major · 0 points
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.
Positive
- Major pointShare repurchase authorization increased by $400 million, bringing the total to $1 billion. 31% of market cap
Negative
- None.
Filing Explained
Conditional exercise or exchange can add shares, reducing existing holders’ percentage ownership; no rights are exercisable yet.
Adient adopted the tax plan and directed one right per ordinary share, but the rights will be issuable only after the later of
After a plan-defined Flip-in Date, each right other than one held by an Acquiring Person may be exercised for
If those provisions result in additional ordinary shares, existing holders’ percentage ownership would fall, absent offsetting changes.
8-K Event Classification
4 items: 1.01, 3.03, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Repurchase authorization increase: $400 million
Total share repurchase authorization: $1 billion
Remaining repurchase authorization: $435 million
+5 more
8 metrics
Repurchase authorization increase
$400 million
Board-approved increase
Total share repurchase authorization
$1 billion
After the increase
Remaining repurchase authorization
$435 million
Current remaining amount
Shares repurchased
$565 million
Under the program launched in November 2022
Tax-attribute offset capacity
Approximately $3.5 billion of future taxable income
U.S. net operating loss carryforwards and other tax attributes
Exercise price
$83.50 per right
Purchase of one one-thousandth of a Participating Preferred Share
Ownership threshold
4.95% of outstanding ordinary shares
Threshold for generally becoming an acquiring person
Preferred share fraction per right
One one-thousandth of a Participating Preferred Share
Purchasable after the Separation Time
Key Terms
net operating loss carryforwards, ownership change, Acquiring Person, Exercise Price
4 terms
net operating loss carryforwards financial
"U.S. net operating loss carryforwards and other tax attributes"
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.
ownership change regulatory
"ownership change under Section 382 of the U.S. Internal Revenue Code"
An ownership change is when the pattern of who controls a company shifts significantly, such as when large blocks of shares are bought or a new group gains majority voting power—think of it as handing the steering wheel to a different driver. It matters to investors because new owners can change strategy, management, dividend policy or risk profile, and such shifts can trigger regulatory filings, tax rules, or forced stock buybacks that affect share value and future returns.
Acquiring Person regulatory
"has become an Acquiring Person, which announcement makes express reference"
An acquiring person is an individual or entity that buys or otherwise gains a significant ownership stake in a publicly traded company, often enough to influence control, board composition, or corporate strategy. Think of it like a new homeowner who purchases enough rooms in a shared house to decide how the house is run; such a change can affect management decisions, dividend policies, and how the market values the company.
Exercise Price financial
"$83.50 (the “Exercise Price”)"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When do ADNT's Tax Benefits Preservation Plan rights expire?
The rights expire at close of business on November 4, 2027; if shareholders ratify the plan, they expire on November 4, 2029. The plan also provides for earlier expiration at the Exchange Time, Redemption Time, or when the board determines that the tax attributes have been utilized in all material respects or are no longer available in any material respect.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 4, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
| (Address of principal executive offices) | ||
Registrant’s telephone number, including area code: 734 -254-5000
Not applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of class | Trading symbol(s) | Name of exchange on which registered | ||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated into this Item 1.01 by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
The Board of Directors (the “Board”) of Adient plc (the “Company”) has adopted a Tax Benefits Preservation Plan to help preserve the value of the Company’s U.S. net operating loss carryforwards and other tax assets. The Board has authorized and directed the issuance of one right (a “Right”) for each outstanding ordinary share, par value $0.001 per share, of the Company (the “Ordinary Shares”) held of record at the close of business on November 16, 2026 (the “Record Date”), or issued thereafter and prior to the Separation Time (as defined below) and issued thereafter pursuant to options and convertible securities outstanding at the Separation Time. The Rights will be issuable on the later of the Record Date and the certification by the New York Stock Exchange to the U.S. Securities and Exchange Commission that the Rights have been approved for listing and registration. The Rights will be issued pursuant to the Tax Benefits Preservation Plan, dated as of November 4, 2026 (the “NOL Plan”), between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent. Each Right entitles its registered holder to purchase from the Company, after the Separation Time, one one-thousandth of a Participating Preferred Share, par value $0.001 (the “Participating Preferred Shares”), for $83.50 (the “Exercise Price”), subject to adjustment and the terms of the NOL Plan.
The Company’s ability to use its pre-ownership change net operating loss carryforwards and other pre‑ownership change tax attributes, such as research tax credits, to offset its post-ownership change income and taxes may be significantly limited in the United States if it experiences an “ownership change” for U.S. federal income tax purposes. In general, an “ownership change” occurs if there is a cumulative change in the Company’s ownership by “5% shareholders” that exceeds 50% at any time over a rolling three-year period. The NOL Plan is designed to reduce the risk of substantial impairment of the Company’s ability to use its U.S. net operating loss carryforwards and other tax assets that could result from such an “ownership change.”
The NOL Plan is designed to reduce the likelihood that the Company will experience an “ownership change” by discouraging any person or group from becoming a 4.95% or greater shareholder and discouraging any existing 4.95% shareholder from acquiring one or more additional Ordinary Shares.
The Rights will be evidenced by the certificates for the Ordinary Shares (or, if a certificate has not been issued, the registration of the Ordinary Shares on the register of members of the Company) until the next business day following the earlier of (i) the tenth business day (or such later date as the Board may from time to time fix by resolution adopted prior to the Separation Time that would otherwise have occurred) after the date on which any Person (as defined in the NOL Plan) commences a tender or exchange offer which, if consummated, would result in such Person’s becoming an Acquiring Person, as defined below, and (ii) the Flip-in Date (as defined below) (either, the “Separation Time”); provided that if the foregoing results in the Separation Time being prior to the Record Date, the Separation Time shall be the Record Date; and provided further that if a tender or exchange offer referred to in clause (i) is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares pursuant thereto, such offer shall be deemed never to have been made. A “Flip-in Date” will occur on any Share Acquisition Date (as defined below) or such later date and time as the Board may from time to time fix by resolution adopted prior to the Flip-in Date that would otherwise have occurred. A “Share Acquisition Date” means the first date on which the Company announces that a Person has become an Acquiring Person, which announcement makes express reference to such status as an Acquiring Person. An Acquiring Person is any Person having Beneficial Ownership (as defined in the NOL Plan) of 4.95% or more of the outstanding Ordinary Shares, which term shall not include (i) the Company, any wholly
owned subsidiary of the Company or any employee share ownership or other employee benefit plan of the Company, (ii) any Person who is the Beneficial Owner of 4.95% or more of the outstanding Ordinary Shares at the time of the first public announcement of the adoption of the NOL Plan or who shall become the Beneficial Owner of 4.95% or more of the outstanding Ordinary Shares solely as a result of an acquisition of Ordinary Shares by the Company, until such time as such Person acquires one or more additional Ordinary Shares, other than through a dividend or share split, (iii) any Person determined by the Board, in its sole discretion and without any obligation to make such determination, to not be an Acquiring Person because such Person became the Beneficial Owner of 4.95% or more of the outstanding Ordinary Shares without understanding the effect of such ownership on the Company or under the NOL Plan, if such Person promptly divests sufficient securities such that such 4.95% or greater Beneficial Ownership ceases or (iv) any Person determined to be an “Exempt Person” by the Board pursuant to the provisions of the NOL Plan. The NOL Plan provides that, until the Separation Time, the Rights will be transferred with and only with the Ordinary Shares. Certificates for the Ordinary Shares issued after the Record Date but prior to the Separation Time (or the registration of the Ordinary Shares on the register of members of the Company with respect to uncertificated shares) shall evidence one Right for each Ordinary Share represented thereby and such Certificates (or confirmation of registration with respect to uncertificated shares) shall contain a legend incorporating by reference the terms of the NOL Plan (as such may be amended from time to time). Notwithstanding the absence of the aforementioned legend, certificates evidencing Ordinary Shares outstanding at the Record Date (or registration) shall also evidence one Right for each Ordinary Share evidenced thereby. Promptly following the Separation Time, separate certificates evidencing the Rights (“Rights Certificates”) will be delivered to holders of record of Ordinary Shares at the Separation Time.
The Rights will not be exercisable until the Separation Time. The Rights will expire on the earliest of (i) the Exchange Time (as defined below), (ii) the Redemption Time (as defined in the NOL Plan), (iii) the close of business on November 4, 2027, unless the NOL Plan is ratified by the shareholders of the Company, in which case the Rights will expire on November 4, 2029 and (iv) the time at which the Board determines, in its sole discretion, that the net operating loss carryforwards and other tax attributes are utilized in all material respects or no longer available in any material respect.
The Exercise Price and the number of Rights outstanding, or in certain circumstances the securities purchasable upon exercise of the Rights, are subject to adjustment from time to time to prevent dilution in the event of a dividend on Ordinary Shares payable in Ordinary Shares, or a subdivision or a combination into a smaller number of shares of Ordinary Shares, or the issuance or distribution of any securities or assets in respect of, in lieu of or in exchange for Ordinary Shares.
In the event that prior to the Expiration Time a Flip-in Date occurs, each Right (other than Rights Beneficially Owned by the Acquiring Person or any affiliate thereof, which Rights shall become void) shall constitute the right to purchase from the Company, upon the exercise thereof in accordance with the terms of the NOL Plan, that number of Ordinary Shares having an aggregate Market Price (as defined in the NOL Plan), on the Share Acquisition Date that gave rise to the Flip-in Date, equal to twice the Exercise Price for an amount in cash equal to the then current Exercise Price. In addition, the Board may, at its option, at any time after a Flip‑in Date and prior to the time that an Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding Ordinary Shares, elect to exchange all (but not less than all) the then outstanding Rights (other than Rights Beneficially Owned by the Acquiring Person or any affiliate thereof, which Rights become void) for Ordinary Shares at an exchange ratio of one Ordinary Share per Right (with the nominal value of such Ordinary Shares being paid-up in a manner consistent with Irish law), appropriately adjusted to reflect any share split, share dividend or similar transaction occurring after the date of the Separation Time (the “Exchange Ratio”). Immediately upon such action by the Board (the “Exchange Time”), the right to exercise the Rights will terminate and each Right will thereafter represent only the right to receive a number of Ordinary Shares equal to the Exchange Ratio.
Whenever the Company shall become obligated, as described in the preceding paragraphs, to issue Ordinary Shares upon exercise of or in exchange for Rights, the Company, at its option, may substitute therefor shares of Participating Preferred Shares, at a ratio of one one-thousandth of a Participating Preferred Share for each Ordinary Share so issuable. Under certain circumstances, as set forth in the NOL Plan, each Right may, at the Company’s option, constitute the right to receive, (x) in the case of any exercise pursuant to the terms of the NOL Plan, either (i) in return for the Exercise Price, debt or equity securities or other assets (or a combination thereof) having a fair value equal to twice the Exercise Price, or (ii) without payment of consideration (except as may be required for the valid issuance of securities or otherwise required by applicable law), debt or equity securities or other assets (or a combination thereof) having a fair value equal to the Exercise Price, or (y) in the case of an exchange of the Rights, debt or equity securities or other assets (or a combination thereof) having a fair value equal to the product of the market price of an Ordinary Share on the Flip-in Date multiplied by the Exchange Ratio in effect on the Flip-in Date.
The Board may, at its option, at any time, redeem all (but not less than all) the then outstanding Rights without consideration therefor in accordance with the terms of the NOL Plan. Immediately upon the action of the Board electing to redeem the Rights, without any further action and without any notice, the right to exercise the Rights will terminate.
The holders of Rights will, solely by reason of their ownership of Rights, have no rights as shareholders of the Company, including, without limitation, the right to vote or to receive dividends.
The NOL Plan (which includes as Exhibit A the forms of Rights Certificate, Assignment and Election to Exercise and as Exhibit B the form of Designation of the Participating Preferred Shares) is attached hereto as Exhibit 4.1 and is hereby incorporated herein by reference. The foregoing description of the Rights is qualified in its entirety by reference to the NOL Plan and such exhibits thereto.
Item 7.01 Regulation FD Disclosure.
On November 4, 2026, the Company issued a press release regarding the adoption of the NOL Plan and the issuance of the Rights. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| EXHIBIT INDEX | |||||
| Exhibit No. | Exhibit Description | ||||
| 4.1 | Tax Benefits Preservation Plan, dated as of November 4, 2026 between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent, including as Exhibit A the forms of Rights Certificate, Assignment and Election to Exercise and as Exhibit B the form of Designation of Participating Preferred Shares. | ||||
| 99.1 | Adient plc Press Release dated November 4, 2026. | ||||
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADIENT PLC | ||||||||
| Date: November 4, 2026 | By: | /s/ Heather M. Tiltmann | ||||||
| Name: | Heather M. Tiltmann | |||||||
| Title: | Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary | |||||||
CONTACTS Media: Mary Kay Dodero T +1 734.386.6253 Mary.Kay.Dodero@adient.com Investors: Linda Conrad +1 734.209.0068 Linda.Conrad@adient.com Adient announces increased share repurchase authorization and adoption of tax benefits preservation plan PLYMOUTH, Mich., Nov. 4, 2026 – Adient (NYSE: ADNT), a global leader in automotive seating, today announced that its Board of Directors has approved an increase to the company's share repurchase authorization and adopted a Tax Benefits Preservation Plan intended to protect the value of Adient's significant U.S. tax attributes for the benefit of all shareholders. The board authorized a $400M increase in its share repurchase authorization, reflecting confidence in Adient's business outlook, cash flow generation and disciplined capital allocation framework. The new authorization increases the company's existing repurchase program launched in November 2022, under which the company has repurchased $565 million of shares. The new authorization brings the total share repurchase authorization to $1 billion with a current remaining authorization of $435 million and provides additional flexibility to continue returning capital to shareholders while maintaining investment in strategic priorities. In addition, the board adopted a Tax Benefits Preservation Plan designed to reduce the likelihood of an unintended ownership change under Section 382 of the U.S. Internal Revenue Code that could limit Adient's ability to utilize its valuable net operating loss carryforwards and other tax attributes. These tax attributes represent a significant asset that may reduce future cash tax payments and enhance long- term shareholder value. The terms of the Tax Benefits Preservation Plan are generally consistent with plans established by other U.S. listed companies to preserve valuable tax assets. "We are committed to a disciplined capital allocation strategy focused on enhancing long-term shareholder value through share repurchases, while continuing to invest in our business and maintain a strong, flexible balance sheet that supports
sustainable growth and financial strength," said Jerome Dorlack, Adient’s president and chief executive officer. "The increased share repurchase authorization reflects our confidence in the company's future cash generation and provides additional capacity to return capital to shareholders. At the same time, the board's adoption of the Tax Benefits Preservation Plan helps safeguard a valuable corporate asset that can support future cash flow and long-term value creation." Share Repurchase Authorization The new authorization increases Adient's capacity to repurchase shares and underscores the company's commitment to shareholder returns. Repurchases may be made periodically through open-market purchases, privately negotiated transactions or other methods, subject to market conditions, legal requirements and other corporate considerations. Tax Benefits Preservation Plan Adient has U.S. net operating loss carryforwards and other tax attributes that may be available to offset approximately $3.5 billion of future taxable income and reduce future cash tax payments. The company believes preserving its ability to use these tax attributes is in the best interests of all shareholders. The Tax Benefits Preservation Plan is intended to reduce the likelihood that Adient experiences an ownership change under Section 382 of the U.S. Internal Revenue Code, which could limit the company's ability to use these tax attributes. Under the Plan, the board authorized and directed the issuance of one right for each outstanding ordinary share that represents the right for its registered holder to purchase from the company a fraction of a participating preferred share for $83.50, subject to adjustment and the terms of the Plan. The rights generally become exercisable if a person or group acquires beneficial ownership of 4.95% or more of Adient's outstanding ordinary shares without prior board approval. A person or group that acquires beneficial ownership of 4.95% or more of the outstanding ordinary shares at any time after the Plan is publicly announced generally would be considered an “acquiring person,” subject to the terms and exceptions set forth in
the Plan. Any person or group that beneficially owns 4.95% or more of the outstanding ordinary shares when the Plan is publicly announced (or beneficially owns 4.95% or more of the outstanding ordinary shares solely as a result of an acquisition by the company of outstanding ordinary shares) may continue to own such shares; however, such person or group could not acquire beneficial ownership of any additional ordinary shares without becoming an “acquiring person,” subject to the terms and exceptions set forth in the Plan. The Plan does not prevent the board from considering or approving any proposal that it determines is in the best interests of shareholders, and the board retains the ability to exempt a transaction or waive application of the Plan when appropriate. The company currently intends to seek shareholder approval of the Tax Benefits Preservation Plan at its next annual meeting. Additional information regarding the Tax Benefits Preservation Plan will be included in a Form 8-K and a Registration Statement on Form 8-A to be filed with the U.S. Securities and Exchange Commission. About Adient: Adient (NYSE: ADNT) is a global leader in automotive seating. With more than 65,000 employees in 27 countries, Adient operates ~190 manufacturing/assembly plants worldwide. We produce and deliver automotive seating for all major OEMs. From complete seating systems to individual components, our expertise spans every step of the automotive seat-making process. We take our products from research and design to engineering and manufacturing — and into millions of vehicles every year. For more information, please visit www.adient.com. # # #