Adient adopts tax benefits plan with $83.50 Rights

After the Separation Time, each Right permits the holder to purchase one one-thousandth of a Participating Preferred Share for $83.50.

Available on EDGAR 11/04/2026 - 06:56 AM EST Accepted by SEC EDGAR 11/04/2026 - 06:56 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Adient plc’s Board adopted a Tax Benefits Preservation Plan to help preserve U.S. net operating loss carryforwards and other tax assets, authorizing one Right per ordinary share held of record at close of business November 16, 2026. Rights are issuable on the later of that date and NYSE certification to the SEC that listing and registration have been approved. After the Separation Time, each Right entitles its holder to buy one one-thousandth of a Participating Preferred Share for $83.50, subject to adjustment and plan terms.

Key Figures

Rights distribution: 1 Right per ordinary share Purchase price per Right: $83.50 Preferred share fraction per Right: One one-thousandth of a Participating Preferred Share +2 more

5 metrics

Rights distribution 1 Right per ordinary share Ordinary shares held of record at close of business November 16, 2026

Purchase price per Right $83.50 Purchase of one one-thousandth of a Participating Preferred Share after the Separation Time

Preferred share fraction per Right One one-thousandth of a Participating Preferred Share Purchase entitlement after the Separation Time

Ordinary share par value $0.001 per share Adient plc ordinary shares

Participating Preferred Share par value $0.001 per share Shares purchasable under the Rights

Key Terms

Tax Benefits Preservation Plan, net operating loss carryforwards, Separation Time, Participating Preferred Shares

4 terms

Tax Benefits Preservation Plan financial

"adopted a Tax Benefits Preservation Plan"

A tax benefits preservation plan is a company’s set of policies and actions designed to protect valuable tax attributes—like net operating losses, credits, or favorable tax statuses—when the business changes ownership, reorganizes, or conducts large transactions. Investors care because preserving these tax benefits can reduce future tax bills and improve cash flow, much like keeping a valuable coupon valid so future purchases cost less, which can affect earnings and valuation.

net operating loss carryforwards financial

"U.S. net operating loss carryforwards and other tax assets"

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.

Separation Time technical

"after the Separation Time"

Participating Preferred Shares financial

"one one-thousandth of a Participating Preferred Share"

FAQ

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

What can each ADNT Right purchase?

Each ADNT Right entitles its registered holder, after the Separation Time, to purchase one one-thousandth of a Participating Preferred Share from Adient plc for $83.50, subject to adjustment and the Tax Benefits Preservation Plan.

When will ADNT Rights be issued?

The Rights are issuable on the later of November 16, 2026, and the New York Stock Exchange’s certification to the SEC that the Rights have been approved for listing and registration.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

For Registration of Certain Classes of Securities

Pursuant to Section 12(b) or (g) of the

Securities Exchange Act of 1934

ADIENT PLC

(Exact name of registrant as specified in its charter)

Ireland (State or other jurisdiction of incorporation or organization) 98-1328821 (IRS Employer Identification No.)

25 North Wall Quay,
Dublin 1, Ireland D01 H104

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered						Name of each exchange on which each class is to be registered
Share Purchase Rights						New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: Not applicable

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Item 1.Description of Registrant’s Securities to be Registered.

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 authorized and directed the issuance of one right (a “Right”) for each outstanding ordinary share, par value $0.001 per share, of the Company 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 in the NOL Plan, which is 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 (the “SEC”) 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, subject to adjustment and the terms of the NOL Plan.

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 Participating Preferred Shares) is attached hereto as an exhibit and is hereby incorporated herein by reference. The description of the Rights is incorporated by reference herein to the Company’s Current Report on Form 8-K, which was filed with SEC on November 4, 2026, and is qualified in its entirety by reference to the NOL Plan and such exhibits thereto.

Item 2.    Exhibits.

Exhibit No.						Description
(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 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 4, 2026).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

ADIENT PLC

By /s/ Heather M. Tiltmann            

Name: Heather M. Tiltmann

Title: Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary

Date: November 4, 2026