Cooper-Standard Holdings enters new rights agreement

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 carryforwards¹, 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 Stockholders². The Rights Agreement provides for a dividend of one right (a " Right ") for each outstanding share of the Company's common stock³, 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 Company³, par value $0.001 per share (the " Series A Preferred Stock "), at an exercise price of $100.00 per Right³, 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 limited⁴, 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 chan

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-K⁵ 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. Description⁶

4.1 Section 382 Rights Agreement⁶, 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, 2026⁶.

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