Cooper-Standard signs rights plan for ~$215M tax benefits
If stockholders have not ratified the agreement by November 1, 2027, the Rights are scheduled to expire on that date.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Cooper-Standard Holdings Inc. (CPS) entered into a Section 382 Rights Agreement, replacing its existing agreement effective at the close of business on November 5, 2026. It provides one Right per common share to holders of record on November 12, 2026, and will be submitted for stockholder ratification at the 2027 Annual Meeting. Estimated U.S. Tax Benefits were approximately $215 million as of September 30, 2026, potentially available to offset future taxable income.
The plan is intended to deter acquisitions of 4.9% or more of common stock without Board approval, because an ownership change under Section 382 could limit or delay use of those tax attributes. If the Rights become exercisable, holders other than the triggering person may acquire common stock at a 50% discount; the agreement states an exercise price of $100 per Right, subject to adjustment.
Rights expire at the earliest of specified events, including redemption, exchange, Section 382-related determinations, or November 1, 2029. The Board may redeem all Rights for $0.001 per Right before the later of the distribution date and its first public announcement of an acquiring person.
Filing Explained
The agreement does not treat holders who already owned 4.9% or more on
8-K Event Classification
4 items: 1.01, 3.03, 8.01, 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 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Estimated U.S. Tax Benefits: approximately $215 million
Acquisition threshold: 4.9% or more
Rights distribution: 1 Right per common share
+4 more
7 metrics
Estimated U.S. Tax Benefits
approximately $215 million
As of September 30, 2026; may be available to offset future taxable income
Acquisition threshold
4.9% or more
Common stock ownership without Board approval
Rights distribution
1 Right per common share
For holders of record on November 12, 2026
Exercise price
$100 per Right
Subject to adjustment
Common stock discount
50%
For eligible holders if the Rights become exercisable
Redemption price
$0.001 per Right
For redemption of all Rights by the Board
Scheduled expiration date
November 1, 2029
One of the stated earliest-expiration events
Key Terms
Tax Benefits, ownership change, five percent stockholders, acquiring person, +1 more
5 terms
Tax Benefits financial
"net operating loss carryforwards ... and other tax attributes"
ownership change regulatory
"an “ownership change,” as defined in Section 382 of the 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.
five percent stockholders regulatory
"one or more “five percent stockholders”"
acquiring person regulatory
"an “acquiring person” of the Common Stock"
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.
flip-in event technical
"if a flip-in event has already occurred"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much are Cooper-Standard's estimated U.S. tax benefits?
Cooper-Standard estimated its U.S. Tax Benefits at approximately $215 million as of September 30, 2026. The company said they may be available to offset future taxable income and that a Section 382 ownership change could limit or delay their use.
What CPS stock ownership level can trigger the rights agreement?
The agreement is intended to deter a person or group from acquiring 4.9% or more of common stock without Board approval. A person who beneficially owned 4.9% or more as of November 2, 2026, may continue to hold those shares but may not acquire additional shares without triggering the agreement.
When do CPS rights become exercisable?
The Rights become exercisable on the earlier of 10 days after a public announcement that a person or group has become an acquiring person, or 10 business days after a person or group begins a tender or exchange offer that, if completed, would result in that status. The Board may set a later date for the offer-related trigger.
When does Cooper-Standard's rights agreement expire?
The Rights expire at the earliest of several events: the close of business on November 1, 2029; redemption; exchange of all exercisable Rights; or the close of business on November 1, 2027, if stockholder approval has not been obtained. Other stated early-expiration events relate to repeal of Section 382 or Board determinations about the Tax Benefits.
Can CPS's Board redeem or exempt rights under the agreement?
The Board may redeem all Rights, but not fewer than all, for $0.001 per Right before the later of the distribution date and the company's first public announcement or disclosure that a person or group has become an acquiring person. The Board may also exempt a transaction or a person or group from the agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip code) | ||||||||||
Registrant’s telephone number, including area code (248 ) 596-5900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
On November 2, 2026, Cooper-Standard Holdings Inc. (the “Company”) entered into a Section 382 Rights Agreement, dated as of November 2, 2026, by and between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent (the “Rights Agreement”), which replaces the Company’s existing rights agreement upon its expiration, effective as of the close of business on November 5, 2026, 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”). The Rights Agreement will be submitted to a vote of the Company’s stockholders for ratification at the 2027 Annual Meeting of the Stockholders. The Rights Agreement provides for a dividend of one right (a “Right”) for each outstanding share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to stockholders of record at the close of business on November 12, 2026. Each Right entitles its holder, under certain circumstances described below, to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $0.001 per share (the “Series A Preferred Stock”), at an exercise price of $100.00 per Right, subject to adjustment.
The Company views its Tax Benefits as highly valuable assets, which are likely to inure to the benefit of the Company and its stockholders. If the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code, as amended (the “Code”), however, 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 Common Stock without the approval of the Company’s Board of Directors (the “Board”), thereby protecting 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. Stockholders who beneficially own 4.9% or more of the Company’s outstanding Common Stock as of the date of the Rights Agreement will not be deemed to be an “acquiring person.”
The Rights. The Board authorized the issuance of one Right per each outstanding share of Common Stock on November 12, 2026. If the Rights become exercisable, each Right would allow its holder to purchase from the Company one one-hundredth of a share of the Series A Preferred Stock for a purchase price of $100. Each fractional share of Series A Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one common share. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights.
Exercisability. The Rights will not be exercisable until the earlier of (i) 10 days after the Company’s public announcement that a person or group has become an acquiring person and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or exchange offer that, if completed, would result in that person or group becoming an acquiring person.
The date on which the Rights become exercisable is referred to as the “distribution date.” Until the distribution date, the certificates for the shares of Common Stock will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of Common Stock prior to the distribution date will constitute a transfer of the associated Rights. After the distribution date, the Rights will separate from the shares of Common Stock and be evidenced by right certificates, which the Company will mail to all holders of Rights that have not become void.
Flip-in Event. After the distribution date, if a person or group already is or becomes an acquiring person, all holders of Rights, except the acquiring person, may exercise their Rights upon payment of the purchase price to purchase shares of Common Stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price.
Flip-over Event. After the distribution date, if a flip-in event has already occurred and we are acquired in a merger or similar transaction, all holders of Rights except the acquiring person may exercise their Rights, upon payment of the purchase price, to purchase shares of the acquiring corporation with a market value of two times the purchase price of the Rights.
Expiration. The Rights will 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.
Redemption. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the distribution date and the date of the Company’s first public announcement or disclosure that a person or group has become an acquiring person. Once the Rights are redeemed, the Right to exercise the Rights will terminate, and the only right of the holders of Rights will be to receive the redemption price. The Board may adjust the redemption price if the Company declare a stock split or issues a stock dividend on our common stock.
Exchange. After the later of the distribution date and the date of the Company’s first public announcement that a person or group has become an acquiring person, but before any person beneficially owns 50% or more of the Company’s outstanding shares of Common Stock, the Board may exchange each Right (other than Rights that have become void) for one share of Common Stock or an equivalent security.
Anti-Dilution Provisions. The Board may adjust the purchase price of the shares of Series A Preferred Stock, the number of shares of Series A Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including among others, a stock dividend, a stock split or a reclassification of the Series A Preferred Shares or the shares of Common Shares. No adjustments to the purchase price of less than 1% will be made.
Amendments. Before the time that the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right. At any time thereafter, the Board may amend or supplement the Rights Agreement only to cure an ambiguity, to alter time period provisions, to correct inconsistent provisions or to make any additional changes to the Rights Agreement, but only to the extent that those changes do not impair or adversely affect any Rights holder and do not result in the Rights again becoming redeemable. The limitations on the ability of the Board to amend the Rights Agreement does not affect the power or ability of the Board to take any other action that is consistent with its fiduciary duties, including, without limitation, accelerating or extending the expiration date of the Rights, making any amendment to the Rights Agreement that is permitted by the Rights Agreement or adopting a new rights agreement with such terms as the Board determines in its sole discretion to be appropriate; provided, that, any amendment to the Agreement will be submitted for stockholder approval at the first annual meeting of the stockholders following the date of such amendment.
No Rights as Stockholder. Until a Right is exercised, the holder thereof will have no rights as a stockholder of the Company beyond those as an existing stockholder, including, without limitation, the right to vote or to receive dividends.
Miscellaneous. The issuance of the Rights should not be taxable to the Company or to stockholders under presently existing federal income tax law. That said, if the Rights become exercisable or are redeemed, stockholders may recognize taxable income, depending on the circumstances then existing.
The foregoing summary of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Rights Agreement, a copy of which has been filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 8.01 Other Events.
On November 2, 2026, the Company issued a press release announcing the adoption of the Rights Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
| Exhibit No. | Description | ||||
| 4.1 | Section 382 Rights Agreement, dated as of November 2, 2026, by and between Cooper-Standard Holdings Inc. and Broadridge Corporate Issuer Solutions, LLC, which includes the Form of Certificate Designation as Exhibit A, Form of Rights Certificate as Exhibit B and the Form of Summary of Rights as Exhibit C (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed on November 2, 2026). | ||||
| 99.1 | Press Release of Cooper-Standard Holdings Inc., dated November 2, 2026. | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language). | ||||
SIGNATURES
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.
Cooper-Standard Holdings Inc.
| /S/ MARYANN PETERSON KANARY | ||||||||
| Name: | MaryAnn Peterson Kanary | |||||||
| Title: | Senior Vice President, Chief Legal Officer and Secretary | |||||||
Date: November 2, 2026
Exhibit 99.1
Cooper Standard Adopts Tax Benefits Preservation Plan to Protect its Tax Benefits and Shareholder Value
NORTHVILLE, Mich., November 2, 2026 – 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 | ||||