Cooper-Standard Holdings Inc. filed a Form 8-K on November 2, 2026, disclosing that it entered into a new Section 382 Rights Agreement dated November 2, 2026, with Broadridge Corporate Issuer Solutions, LLC as Rights Agent, replacing an expiring prior rights agreement effective at the close of business on November 5, 2026.

Key Highlights

  • New rights agreement: Cooper-Standard entered into the Section 382 Rights Agreement on November 2, 2026, replacing its existing rights agreement upon its expiration on November 5, 2026.
  • Record date: One Right will be issued per outstanding share of Common Stock to stockholders of record at the close of business on November 12, 2026.
  • Exercise price: Each Right entitles the holder, under certain circumstances, to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at $100.00 per Right, subject to adjustment.
  • Ownership threshold: The agreement is intended to deter any person from acquiring 4.9% or more of outstanding Common Stock without Board approval, to protect the company's Tax Benefits under Section 382 of the Internal Revenue Code.
  • Stockholder ratification: The Rights Agreement will be submitted to a vote of stockholders at the 2027 Annual Meeting; if approval is not obtained by the close of business on November 1, 2027, the Rights will expire at that time.
  • Expiration: The Rights will otherwise expire at the close of business on November 1, 2029, unless earlier redeemed, exchanged, or terminated under specified conditions.
  • Redemption price: The Board may redeem all Rights at $0.001 per Right before the later of the distribution date and the date of first public announcement that an acquiring person has emerged.

Cooper-Standard's Section 382 Rights Agreement: Tax Attribute Protection and Key Terms

According to the filing, Cooper-Standard Holdings Inc. (NYSE:CPS) adopted the Rights Agreement specifically to protect its net operating loss carryforwards, any loss or deduction attributable to a "net unrealized built-in loss," and other tax attributes, collectively referred to as "Tax Benefits." The company disclosed that if it experiences an "ownership change" as defined in Section 382 of the Internal Revenue Code, its ability to use those 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." The filing describes "ownership change" as occurring when the percentage of stock owned by one or more "five percent stockholders" increases by more than fifty percentage points over the lowest percentage owned during the prior three-year period.

The Rights Agreement sets a 4.9% acquisition threshold. Stockholders who already beneficially own 4.9% or more of outstanding Common Stock as of the agreement date will not be treated as an "acquiring person" under the agreement. If the Rights become exercisable following a flip-in event, all holders of Rights except the acquiring person may purchase shares of Common Stock with a market value of two times the purchase price. In a subsequent merger or similar transaction (a flip-over event), holders may purchase shares of the acquiring corporation at the same two-times-purchase-price ratio.

The Board retains several adjustment and amendment powers. It may adjust the purchase price and the number of shares issuable under anti-dilution provisions triggered by events such as stock dividends, stock splits, or reclassifications, provided that no adjustments of less than 1% of the purchase price will be made. Before the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without holder consent, except that no amendment may decrease the redemption price below $0.001 per Right. The filing notes that the Rights Agreement will be submitted for stockholder ratification at the 2027 Annual Meeting of Stockholders.

What Was Disclosed

Cooper-Standard disclosed the adoption of a Section 382 Rights Agreement on November 2, 2026, replacing an expiring prior agreement, to preserve Tax Benefits by deterring acquisitions of 4.9% or more of Common Stock without Board approval. Key terms include a $100.00 exercise price per Right, a November 12, 2026 record date, and a November 1, 2029 expiration.