Cooper-Standard Holdings Inc. filed a Form 8-A on November 2, 2026, registering Preferred Stock Purchase Rights on the New York Stock Exchange in connection with a new Section 382 Rights Agreement entered into the same date to help protect the company's tax attributes.

Key Highlights

  • New rights agreement: Cooper-Standard Holdings entered into a Section 382 Rights Agreement dated November 2, 2026, with Broadridge Corporate Issuer Solutions, LLC as Rights Agent, replacing an existing rights agreement upon its expiration effective close of business November 5, 2026.
  • Dividend record date: The Board authorized one Right per outstanding share of Common Stock (par value $0.001 per share) to stockholders of record at the close of business on November 12, 2026.
  • Exercise price: Each Right entitles its holder, under certain circumstances, to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at an exercise price of $100.00 per Right, subject to adjustment.
  • Acquiring person threshold: The Rights Agreement is intended to deter any person from acquiring 4.9% or more of outstanding Common Stock without Board approval; stockholders already at or above 4.9% as of the agreement date are not deemed acquiring persons.
  • Expiration: The Rights will expire on the earliest to occur of several conditions, including the close of business on November 1, 2029, or November 1, 2027, if stockholder approval has not been obtained by that date.
  • Stockholder vote: The Rights Agreement will be submitted to a vote of stockholders for ratification at the 2027 Annual Meeting of Stockholders.
  • Redemption price: The Board may redeem all Rights at a price of $0.001 per Right before the later of the distribution date and the first public announcement that an acquiring person exists.

Cooper-Standard's Section 382 Rights Agreement: Purpose, Terms, and Key Mechanics

According to the filing, Cooper-Standard Holdings Inc. (NYSE:CPS) entered into the Rights Agreement on November 2, 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 company disclosed that it views its Tax Benefits as "highly valuable assets, which are likely to inure to the benefit of the Company and its stockholders."

The filing explains that an "ownership change" under Section 382 of the Internal Revenue Code occurs if the percentage of stock owned by one or more "five percent stockholders" increases by more than fifty percentage points over the lowest percentage owned at any time during the prior three-year period. The Rights Agreement is intended to act as a deterrent to acquisitions at or above 4.9% without Board approval, since changes in ownership below that threshold are not included in the Section 382 ownership-change calculation, according to the filing. A flip-in event would allow all Rights holders except an acquiring person to purchase Common Stock with a market value of two times the purchase price. Similarly, a flip-over event would allow Rights holders to purchase shares of an acquiring corporation at the same two-times-purchase-price formula if a merger or similar transaction follows a flip-in event.

The filing further states that the Board may exchange each Right for one share of Common Stock or an equivalent security after the distribution date and before any person beneficially owns 50% or more of outstanding shares. Anti-dilution provisions permit the Board to adjust the purchase price and number of shares issuable to prevent dilution from events such as stock dividends, splits, or reclassifications, with no adjustment made for changes of less than 1%.

What Was Disclosed

Cooper-Standard Holdings registered Preferred Stock Purchase Rights on the New York Stock Exchange via a Form 8-A filed November 2, 2026, covering the terms of a new Section 382 Rights Agreement designed to protect the company's tax attributes from adverse ownership changes.