Cooper-Standard Holdings Inc 8-K, filed Sep 12, 2025
Cooper-Standard Holdings Inc. (CPS)
8-K
2025-09-12
For: 2025-09-12
View Original
Added on
April 06, 2026
About this 8-K
Cooper-Standard Holdings Inc filed this 8-K on September 12, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.03: Change to shareholders' rights
- Item 9.01: Financial statements and exhibits
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
(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 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 | ||||||||
| 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
Exhibit 4.1
FIRST AMENDMENT TO THE
SECTION 382 RIGHTS AGREEMENT
by and between
COOPER-STANDARD HOLDINGS INC.
and
BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC,
as Rights Agent
This FIRST AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “First Amendment”) is made and entered into September 12, 2025, and is effective immediately, by and between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC (as successor-in-interest to Broadridge Corporate Issuer Solutions, Inc.), as rights agent (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent are parties to that certain Section 382 Rights Agreement, dated as of November 7, 2022 (the “Rights Agreement”);
WHEREAS, the Rights Agreement, under its current terms, will expire on November 6, 2025;
WHEREAS, the Company may amend the Rights Agreement pursuant to Section 27 thereof; and
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to extend the Final Expiration Date until November 5, 2026 in accordance with the terms set forth in this First Amendment.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the Company and the Rights Agent agree as follows:
1. Amendments.
(a) Section 1(v) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:
“(v) “Final Expiration Date” means November 5, 2026.”
2. Capitalized Terms. Capitalized terms not defined herein shall have the meanings given such terms in the Rights Agreement.
3. Descriptive Headings. Descriptive headings of the several Sections of this First Amendment are included for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.
4. Governing Law. This First Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed and enforced in
1
accordance with the laws of such state applicable to contracts to be made and performed entirely within such State.
5. Counterparts. This First Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this First Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.
6. Effect of First Amendment. Except as expressly modified by this First Amendment, the Rights Agreement remains in full force and effect and is hereby ratified and confirmed.
[Remainder of page left intentionally blank]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first written above.
| COOPER-STANDARD HOLDINGS INC. | ||||||||
| By: | /s/ MaryAnn P. Kanary | |||||||
| Name: | MaryAnn P. Kanary | |||||||
| Title: | Senior Vice President, Chief Legal Officer and Secretary | |||||||
| BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC | ||||||||
| By: | /s/ John P. Dunn | |||||||
| Name: | John P. Dunn | |||||||
| Title: | SVP | |||||||
[Signature Page to First Amendment to Rights Agreement]