[8-K] Cooper-Standard Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Cooper-Standard Holdings, Inc. amended its Section 382 Rights Agreement to extend the Final Expiration Date of the rights issued under the agreement. The First Amendment, effective September 12, 2025, pushes the expiration from the close of business on November 6, 2025, to the close of business on November 5, 2026. Aside from this extension, the Rights Agreement remains unchanged. The company states its board believes the extension is in the best interests of the company and its stockholders. A copy of the First Amendment is filed as an exhibit and incorporated by reference.

Positive

• Extension of Final Expiration Date maintains existing shareholder protections and preserves the company’s Section 382 framework for an additional year

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine extension of rights expiration, likely neutral for valuation absent other changes.

The First Amendment extends the Final Expiration Date by one year while leaving all other terms intact, which preserves existing shareholder protections and maintains the previously established tax-loss-mitigation framework tied to Section 382 provisions. This action appears procedural and precautionary, providing management additional time to assess capital and ownership strategy without altering outstanding rights economics. No financial statements or quantitative impacts were provided, limiting assessment to qualitative implications.

Corporate Governance Expert

TL;DR: Governance action extends shareholder rights timeline; materiality is limited and non-disruptive.

Extending the Final Expiration Date signals the board's desire to maintain the existing rights structure longer, which can help prevent inadvertent ownership shifts that trigger adverse tax consequences under Section 382. Because the amendment does not change other terms, it preserves governance status quo and avoids dilution or new contractual burdens. The amendment is material as a disclosure but not transformative for control or capital structure based on the information provided.

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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) – September 12, 2025

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36127

20-1945088

(State or other jurisdiction  of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

40300 Traditions Drive,			Northville			Michigan			48168
(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

Common Stock, par value $0.001 per share

CPS

New York Stock Exchange

Preferred Stock Purchase Rights

-

New York Stock Exchange

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 September 12, 2025, Cooper-Standard Holdings Inc. (the “Company”) entered into the First Amendment to the Section 382 Rights Agreement (the “First Amendment”), which amends the Section 382 Rights Agreement, dated as of November 7, 2022, by and between the Company and Broadridge Corporate Issuer Solutions, LLC (as successor-in-interest to Broadridge Corporate Issuer Solutions, Inc.), as Rights Agent (the “Rights Agreement”). Pursuant to the terms of the First Amendment, effective immediately as of September 12, 2025, the Company amended the Rights Agreement to extend the Final Expiration Date (as defined in the Rights Agreement) of the rights issued pursuant to the Rights Agreement from the close of business on November 6, 2025, to the close of business on November 5, 2026. Except for the extension of the Final Expiration Date, the Rights Agreement otherwise remains unmodified.

The First Amendment has been adopted because the Company’s board of directors believes that it is in the best interests of the Company and its stockholders to extend the Final Expiration Date as set forth in the First Amendment.

The foregoing summary of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, a copy of which have 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
4.1						First Amendment to Section 382 Rights Agreement, dated as of September 12, 2025, by and between Cooper-Standard Holdings Inc. and Broadridge Corporate Issuer Solutions, LLC (as successor-in-interest to Broadridge Corporate Issuer Solutions, Inc.).
104						The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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: September 12, 2025

FAQ

What change did Cooper-Standard (CPS) make to its Section 382 Rights Agreement?

The company extended the Final Expiration Date of the rights from the close of business on November 6, 2025 to the close of business on November 5, 2026.

When did the First Amendment become effective?

The First Amendment was effective as of September 12, 2025.

Did the First Amendment change any other terms of the Rights Agreement?

No. Except for the extension of the Final Expiration Date, the Rights Agreement remains unmodified.

Why did the board approve the extension?

The company states the board believes the extension is in the best interests of the company and its stockholders.

Where can I find the full text of the First Amendment?

A copy of the First Amendment is filed as Exhibit 4.1 to the Current Report and is incorporated by reference.