Cooper-Standard Holdings Inc.

1. Overview

Basis of Presentation

Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company” or “Cooper Standard”), through its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (“CSA U.S.”), is a leading manufacturer of sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems). The Company’s products are primarily designed for passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. Nearly all of the Company’s activities are conducted through its subsidiaries.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), as filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These financial statements include all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company. The operating results for the interim period ended September 30, 2026 are not necessarily indicative of results for the full year. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

Recently Adopted Accounting Pronouncements

The Company adopted the following Accounting Standard Update (“ASU”) during the nine months ended September 30, 2026, which did not have a material impact on its condensed consolidated financial statements:

Recently Issued Accounting Pronouncements

The Company considered the recently issued accounting pronouncements summarized as follows, which could have a material impact on its consolidated financial statements or disclosures. The Company is currently evaluating the impact of these updates on its consolidated financial statements and disclosures.

2. Divestiture

2024 Divestiture

In the fourth quarter of 2024, the Company completed the sale of its non-core Canadian tooling business. Under the terms of the agreement, total cash proceeds of $2,558 were received during the nine months ended September 30, 2025. A contingent payment of up to $2,000 may be received in the future based on the Company issuing a set value of purchase orders to the buyer over a specified period.

During the nine months ended September 30, 2025, the Company recognized a net gain of $98 related to final purchase price adjustments associated with the sale. This amount is included in selling, engineering & administrative expenses in the condensed consolidated statement of operations.

3. Revenue

Revenue is recognized for manufactured parts at a point in time, generally when products are shipped or delivered. The point at which revenue is recognized often depends on the shipping terms. The Company usually enters into agreements with customers to produce products at the beginning of a vehicle’s life. Blanket purchase orders received from customers and related documents generally establish the annual terms, including pricing, related to a vehicle model. Customers typically pay for parts based on customary business practices with payment terms generally between 30 and 90 days.

The passenger and light duty customer group consists of sales to automotive OEMs and automotive suppliers, while the commercial customer group represents sales to OEMs of on- and off-highway commercial equipment and vehicles. The other customer group includes sales related to specialty and adjacent markets.

Revenue by customer group for the three months ended September 30, 2026 was as follows:

Revenue by customer group for the nine months ended September 30, 2026 was as follows:

Revenue by customer group for the three months ended September 30, 2025 was as follows:

Revenue by customer group for the nine months ended September 30, 2025 was as follows:

Substantially all of the Company’s revenue is generated from sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems) for use in passenger vehicles and light trucks manufactured by global OEMs.

A summary of the Company’s products is as follows:

Revenue by geographical region for the three months ended September 30, 2026 was as follows:

Revenue by geographical region for the nine months ended September 30, 2026 was as follows:

Revenue by geographical region for the three months ended September 30, 2025 was as follows:

Revenue by geographical region for the nine months ended September 30, 2025 was as follows:

Contract Estimates

The amount of revenue recognized is usually based on the purchase order price and adjusted for variable consideration, including pricing concessions. The Company accrues for pricing concessions by reducing revenue as products are shipped or delivered. The accruals are based on contractual terms, historical experience, anticipated performance and management’s best judgment. The Company also generally has ongoing adjustments to customer pricing arrangements based on the content and cost of its products. Such pricing accruals are adjusted as they are settled with customers. Customer returns, which are infrequent, are usually related to quality or shipment issues and are recorded as a reduction of revenue. The Company generally does not recognize significant return obligations due to their infrequent nature.

Contract Balances

The Company’s contract assets consist of unbilled tariff recoveries from customers and unbilled amounts associated with variable pricing arrangements. These amounts are recognized as contract assets until the applicable tariff recoveries and pricing are finalized and invoiced, at which time they are reclassified to accounts receivable. As a result, contract asset balances are impacted by the timing of tariff recoveries invoicing, revenue recognition, customer billings, and changes in foreign exchange rates. Contract assets were not materially impacted by any other factors during the nine months ended September 30, 2026. As of September 30, 2026 and December 31, 2025, the Company had $9,255 and $9,346, respectively, of contract assets recorded in other current assets in the condensed consolidated balance sheets.

The Company’s contract liabilities consist of advance payments received from customers and amounts billed to customers in advance of revenue recognition. As of September 30, 2026 and December 31, 2025, the Company did not have any contract liabilities recorded in the condensed consolidated balance sheets.

Other

The Company, at times, enters into agreements that provide for lump sum payments to customers. These payment agreements are recorded as a reduction of revenue during the period in which the commitment is made, unless the payment is contractually recoverable. Amounts related to commitments of future payments to customers in the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025 were current liabilities of $3,141 and $7,676, respectively, and long-term liabilities of $601 and $1,265, respectively.

The Company provides assurance-type warranties to its customers. These warranties offer assurance that the related products will perform as intended and conform to agreed-upon specifications. Costs associated with these warranties are recognized in cost of products sold in the condensed consolidated statements of operations.

4. Restructuring

On an ongoing basis, the Company evaluates its business and objectives to ensure it is appropriately structured and sized in response to changing market conditions. As a result, the Company has implemented several restructuring initiatives, including closure or consolidation of facilities throughout the world and the reorganization of its operating structure.

The Company’s restructuring charges consist of severance, retention and outplacement services, and severance-related postemployment benefits (collectively, “employee separation costs”), along with other related exit costs and asset impairments related to restructuring activities (collectively, “other exit costs”). Employee separation costs are recorded based on existing union and employee contracts, statutory requirements, completed negotiations and Company policy.

Restructuring charges for the three and nine months ended September 30, 2026 primarily consisted of employee separation and other costs associated with the closure and downsizing of certain plants in Europe and North America.

Restructuring charges by segment for the three and nine months ended September 30, 2026 and 2025 were as follows:

(a) Restructuring charges incurred during the three and nine months ended September 30, 2026 are net of reimbursement already received and reimbursement expected to be received in the future.

Restructuring activity for all restructuring initiatives for the nine months ended September 30, 2026 was as follows:

(a) Restructuring charges incurred during the nine months ended September 30, 2026 exclude reimbursement already received and reimbursement expected to be received in the future, which is presented gross in other current assets in the condensed consolidated balance sheet as of September 30, 2026.

5. Inventories

Inventories as of September 30, 2026 and December 31, 2025 consisted of the following:

6. Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill by reporting unit for the nine months ended September 30, 2026 were as follows:

The Company tests goodwill for impairment on an annual basis in the fourth quarter, or more frequently if an event occurs or circumstances indicate the carrying value of goodwill may be impaired. Goodwill impairment testing is performed at the reporting unit level. There were no indicators of potential impairment during the nine months ended September 30, 2026.

Intangible Assets

Definite-lived intangible assets and accumulated amortization balances as of September 30, 2026 and December 31, 2025 were as follows:

7. Debt and Other Financing

A summary of outstanding debt as of September 30, 2026 and December 31, 2025 was as follows:

Refinancing Transactions

On March 4, 2026 (the “Settlement Date”), CSA U.S. completed certain refinancing transactions (the “Refinancing Transactions”) consisting of:

•the issuance by CSA U.S. of $1,100,000 aggregate principal amount of 9.250% Senior Secured First Lien Notes due 2031 (the “Senior Secured First Lien Notes”) pursuant to an Indenture, dated as of the Settlement Date (the “Indenture”), by and among CSA U.S., the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Collateral Agent”);

•the redemption of all $616,854 aggregate principal amount of CSA U.S.’s 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “First Lien Notes”) at a redemption price of 102.250% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding the Settlement Date;

•the redemption of all $391,767 aggregate principal amount of CSA U.S.’s 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Third Lien Notes”) at a redemption price of 101.410% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding the Settlement Date;

•the redemption of all $42,554 aggregate principal amount of CSA U.S.’s 5.625% Senior Notes due 2026 (the “2026 Senior Notes”) at a redemption price of 100.000% of the principal amount thereof, plus accrued interest and unpaid interest thereon to, but excluding the Settlement Date; and

•the entry into Amendment No. 5 (the “Fifth Amendment”) to the Third Amended and Restated Loan Agreement (the “ABL Facility”) with certain lenders, Bank of America, N.A., as agent, and the other parties thereto.

As a result of the Refinancing Transactions, the Company extended the maturities of its indebtedness and reduced the amount of cash interest the Company is required to pay on such indebtedness. The Company recognized a loss on the refinancing and extinguishment of debt of $24,155 during the nine months ended September 30, 2026 related to redemption premiums associated with the prepayment of our First Lien Notes and Third Lien Notes and the write off of unamortized debt issuance costs and unamortized original issue discount on our First Lien Notes and Third Lien Notes. Additionally, the Company incurred total fees and redemption premiums of $35,404 associated with the Refinancing Transactions which were paid during the nine months ended September 30, 2026. The fees and redemption premiums paid during the nine months ended September 30, 2026 are reflected as cash used in financing activities in the condensed consolidated statement of cash flows.

Issuance of Senior Secured First Lien Notes

On the Settlement Date, CSA U.S. issued $1,100,000 aggregate principal amount of Senior Secured First Lien Notes pursuant to the Indenture.

The Senior Secured First Lien Notes are senior secured obligations of CSA U.S. and are guaranteed on a senior secured basis by CS Intermediate Holdco 1 LLC and each of CSA U.S.’s domestic subsidiaries that guarantee certain other indebtedness, including the ABL Facility (collectively, the “Domestic Guarantors”). The Senior Secured First Lien Notes are also guaranteed on a senior unsecured basis by Cooper-Standard Latin America B.V. (together with the Domestic Guarantors, the “Guarantors”), which also guarantees the ABL Facility on a senior unsecured basis.

The Senior Secured First Lien Notes will mature on March 1, 2031. The Senior Secured First Lien Notes bear interest at the rate of 9.250% per annum, payable semi-annually in arrears in cash on May 15 and November 15 of each year, commencing on November 15, 2026.

CSA U.S. may, at its option, redeem all or part of the Senior Secured First Lien Notes at any time on or after March 1, 2028 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Prior to March 1, 2028, CSA U.S. may, at its option, redeem some or all of the Senior Secured First Lien Notes at any time, at a price equal to 100% of the principal amount of the Senior Secured First Lien Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “Make-Whole Premium,” as described in the Indenture. CSA U.S. may also redeem up to 35% of the Senior Secured First Lien Notes prior to March 1, 2028 using the proceeds from certain equity offerings at the redemption price set forth in the Indenture. In addition, at any time prior to March 1, 2028, CSA U.S. may, at its option, redeem during any twelve-month period commencing on the Settlement Date up to 10% of the aggregate principal amount of the Senior Secured First Lien Notes (including any additional Senior Secured First Lien Notes issued after the Settlement Date) at a redemption price equal to 103% of the principal amount of the Senior Secured First Lien Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), CSA U.S. will be required to make an offer to repurchase all of the Senior Secured First Lien Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Indenture contains certain covenants that limit CSA U.S.’s and its restricted subsidiaries’ ability to, among other things, incur or guarantee additional indebtedness or issue certain preferred stock; incur liens on assets, pay dividends or make other distributions in respect of, or repurchase or redeem, their capital stock or make other restricted payments; prepay, redeem or repurchase certain debt; make certain loans and investments; enter into agreements restricting certain subsidiaries’ ability to pay dividends; enter into transactions with affiliates; and sell certain assets or merge or consolidate with or into other companies. These covenants are subject to a number of important limitations and exceptions. The Indenture also provides for events of default, which, if any occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Secured First Lien Notes to be due and payable immediately.

In connection with the issuance of the Senior Secured First Lien Notes and execution of the Indenture, CSA U.S. and the Domestic Guarantors entered into a Pledge and Security Agreement, dated as of the Settlement Date, among CSA U.S., the Domestic Guarantors and the Collateral Agent. Pursuant to the Pledge and Security Agreement, the obligations of CSA U.S. and the Domestic Guarantors will be secured on (i) a first-priority basis, equally and ratably with all of CSA U.S.’s and the Domestic Guarantor’s obligations under any other pari passu indebtedness, by liens on substantially all of CSA U.S.’s and each Domestic Guarantor’s assets (other than ABL Facility Priority Collateral (as defined below)) (the “Fixed Asset Collateral”) and (ii) a second-priority basis by liens on CSA U.S.’s and each Domestic Guarantor’s accounts receivable, inventory, instruments, chattel paper and other contracts, evidencing, or substituted for, any accounts receivable, guarantees, letters of credit, security and other credit enhancements in each case for the accounts receivable, commercial tort claims and general intangibles to the extent relating to any of the accounts receivable or inventory, bank accounts or securities accounts into which any proceeds of accounts receivable or inventory are deposited, tax refunds, and books and records relating to any of the foregoing (the “ABL Facility Priority Collateral”) and, in each case, any proceeds thereof, subject to certain exceptions set forth in such agreement. On the Settlement Date, the Collateral Agent also joined, as the applicable collateral agent holding a first-priority lien on the Fixed Asset Collateral and a second-priority lien on the ABL Facility Priority Collateral, that certain intercreditor agreement, dated as of January 23, 2023 (the “Intercreditor Agreement”), which provides for the relative priorities of the respective security interests in the Fixed Asset Collateral and the ABL Facility Priority Collateral, and certain other matters relating to the administration of security interests.

As of September 30, 2026, the Company had $13,770 of unamortized debt issuance costs related to the Senior Secured First Lien Notes, which are presented as a direct deduction from the principal balance in the condensed consolidated balance sheet. The debt issuance costs are amortized into interest expense over the term of the Senior Secured First Lien Notes.

ABL Facility

On November 2, 2016, the Company entered into a third amendment and restatement of the ABL Facility. The ABL Facility was amended in March 2020 by Amendment No. 1, in May 2020 by Amendment No. 2, in December 2022 by Amendment No. 3, which became effective on January 27, 2023, in May 2024 by Amendment No. 4, in March 2026 by Amendment No, 5, and, most recently, in September 2026 by Amendment No. 6 entered into by certain subsidiaries of the Company, namely Holdings, the CSA U.S. (the “Borrower”), Cooper-Standard Automotive Canada Limited (the “Canadian Borrower”), and certain other subsidiaries of the Borrower, with certain lenders, Bank of America, N.A., as agent, and the other parties thereto.

Amendment No. 6, among other matters, (i) increased the aggregate revolving loan commitment from $180,000 to $200,000, (ii) extended the maturity date of the commitments under the ABL Facility for each lender to September 3, 2031 and (iii) decreased the applicable margin for borrowings bearing interest based on the Secured Overnight Financing Rate ("SOFR"), the Canadian Overnight Repo Rate Average ("CORRA"), a base rate or a prime rate, such that revolving loans are now priced by reference to a grid based on the average quarterly availability, with the margins ranging from 150 basis points to 225 basis points (for borrowings bearing interest based on SOFR or CORRA) and 50 basis points to 125 basis points (for borrowings bearing interest based on a base rate or prime rate).

The aggregate revolving loan availability includes a $100,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The ABL Facility also provides for an uncommitted incremental loan facility, subject to a maximum total facility commitment amount of $280,000 (if requested by the Borrowers and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase, subject to receiving any required consents under the Company’s other debt documents which contain restrictions on incremental debt. The Company’s borrowing base as of September 30, 2026 was$200,000 and the monthly fixed charge coverage ratio was at a level that provided the Company with full access to the borrowing base. Net of$6,877 of outstanding letters of credit, the Company effectively had$193,123 available for borrowing under its ABL Facility as of September 30, 2026.

As of September 30, 2026 and December 31, 2025, there wereno borrowings under the ABL Facility.

As of September 30, 2026 and December 31, 2025, the Company had $1,511 and $840, respectively, of unamortized debt issuance costs related to the ABL Facility recorded in other long-term assets in the condensed consolidated balance sheets.

Debt Covenants

The Company was in compliance with all applicable covenants of the Senior Secured First Lien Notes and ABL Facility as of September 30, 2026.

Other Financing

Finance leases and other. Other borrowings as of September 30, 2026 and December 31, 2025 reflect finance leases and other borrowings under local bank lines classified as debt payable withinone year in the condensed consolidated balance sheets.

Receivables factoring. As a part of its working capital management, the Company sells certain receivables through a single third-party financial institution (the “Factor”) in a pan-European program. The amount sold varies each month based on the amount of underlying receivables and cash flow needs of the Company. These are permitted transactions under the Company’s credit agreements governing the ABL Facility and the indenture governing the Senior Secured First Lien Notes. The European factoring facility allows the Company to factor up to €85,000 of its Euro-denominated accounts receivable without recourse in exchange for cash, accelerating the Company’s access to cash and reducing credit risk. The European factoring facility expires on December 31, 2028.

Upon sale, the Company does not maintain any beneficial interests in the receivables. The Company continues to service the receivables on behalf of the Factor, but otherwise maintains no significant continuing involvement with respect to the transferred receivables.

Costs incurred on the sale of receivables are recorded in other expense, net in the condensed consolidated statements of operations. The sale of receivables under this contract is considered an off-balance sheet arrangement to the Company and is accounted for as a true sale and is excluded from accounts receivable in the condensed consolidated balance sheets. Proceeds from the sale of these receivables are reflected as cash provided by operating activities in the condensed consolidated statements of cash flows.

Amounts outstanding under the European factoring facility as of September 30, 2026 and December 31, 2025 were as follows:

Accounts receivable factored and related costs associated with the European factoring facility were as follows:

As of September 30, 2026 and December 31, 2025, cash collections on behalf of the Factor that had yet to be remitted were $1,305 and $1,606, respectively, and are reflected in other current assets as restricted cash with a corresponding payable reflected in accrued liabilities in the condensed consolidated balance sheets.

8. Fair Value Measurements and Financial Instruments

Fair Value Measurements

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy is utilized, which prioritizes the inputs used in measuring fair value as follows:

Items Measured at Fair Value on a Recurring Basis

Estimates of the fair value of foreign currency derivative instruments are determined using exchange traded prices and rates. The Company also considers the risk of non-performance in the estimation of fair value and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. In certain instances where market data is not available, the Company uses management judgment to develop assumptions that are used to determine fair value. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured or disclosed at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 were as follows:

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, the Company measures certain assets and liabilities at fair value on a nonrecurring basis, which are not included in the table above. As these nonrecurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy.

Items Not Carried at Fair Value

Fair value of the Company’s Senior Secured First Lien Notes as of September 30, 2026, and the combined fair values of the Company’s First Lien Notes, Third Lien Notes, and 2026 Senior Notes as of December 31, 2025, were as follows:

(1)Excludes unamortized debt issuance costs and unamortized original issue discount.

Fair values were based on quoted market prices and are classified within Level 1 of the fair value hierarchy.

Derivative Instruments and Hedging Activities

The Company is exposed to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Company enters into derivative instruments primarily to hedge portions of its forecasted foreign currency denominated cash flows and designates these derivative instruments as cash flow hedges in order to qualify for hedge accounting. The Company also enters into derivative instruments to manage exposure related to foreign currency denominated monetary assets and liabilities.

The Company formally documents its hedge relationships, including the identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company also formally assesses whether a cash flow hedge is highly effective in offsetting changes in cash flows of the hedged item. Derivatives are recorded at fair value in other current assets, other assets, accrued liabilities and other long-term liabilities.

For a cash flow hedge, the change in fair value of the derivative is recorded in accumulated other comprehensive income (loss) (“AOCI”) in the condensed consolidated balance sheets, to the extent that the hedges are effective, and reclassified into earnings when the underlying hedged transaction is realized. The realized gains and losses are recorded on the same line as the hedged transaction in the condensed consolidated statements of operations. Derivatives not designated as hedging instruments are marked-to-market with changes in fair value recorded in earnings. Cash flows from derivatives used to manage foreign exchange risks are classified as operating activities within the condensed consolidated statements of cash flows.

The Company is exposed to credit risk in the event of nonperformance by its counterparties on its derivative financial instruments. The Company mitigates this credit risk exposure by entering into agreements directly with major financial institutions with high credit standards that are expected to fully satisfy their obligations under the contracts.

Cash Flow Hedges

Forward Foreign Exchange Contracts. The Company uses forward contracts to mitigate the potential volatility to earnings and cash flows arising from changes in currency exchange rates that impact the Company’s foreign currency transactions. The principal currencies hedged by the Company include various European currencies, the Canadian Dollar, and the Mexican Peso. As of September 30, 2026 and December 31, 2025, the notional amount of these contracts was $296,204 and $222,988, respectively, and consisted of hedges of cash flow transactions extending out to December 2027.

Pretax amounts related to the Company’s cash flow hedges that were recognized in other comprehensive income (loss) (“OCI”) were as follows:

Pretax amounts related to the Company’s cash flow hedges that were reclassified from AOCI and recognized in cost of products sold were as follows:

Derivatives Not Designated as Hedges

Forward Foreign Exchange Contracts. The Company uses one-month forward contracts to manage exposure related to certain foreign currency denominated monetary assets and liabilities. The contracts are not designated as cash flow or fair value hedges under ASC 815 and therefore are marked-to-market with changes in fair value recorded in earnings. The principal currency hedged by the Company is the Mexican Peso. As of September 30, 2026 and December 31, 2025, the notional amount outstanding was $15,332 and $20,489, respectively.

Pretax amounts related to the Company’s non-designated derivatives that were recognized in other (expense) income, net were as follows:

9. Pensions and Postretirement Benefits Other Than Pensions

The components of net periodic benefit cost (income) for the Company’s defined benefit plans and other postretirement benefit plans were as follows:

The service cost component of net periodic benefit cost (income) is included in cost of products sold and selling, administrative and engineering expenses in the condensed consolidated statements of operations. All other components of net periodic benefit cost (income) are included in other (expense) income, net, in the condensed consolidated statements of operations for all periods presented.

10. Other (Expense) Income, Net

The components of other (expense) income, net were as follows:

(a) Miscellaneous income includes $10,280 related to certain royalty settlements during the nine months ended September 30, 2025. The royalties were earned in connection with intellectual property licensed to the buyer of a previously divested business.

11. Income Taxes

The Company determines its effective tax rate each quarter based upon its estimated annual effective tax rate. The Company records the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year where no tax benefit can be recognized are excluded from the estimated annual effective tax rate.

Income tax expense, (loss) income before income taxes and the corresponding effective tax rate for the three and nine months ended September 30, 2026 and 2025 were as follows:

The effective tax rate for the three and nine months ended September 30, 2026 varied from the effective tax rate for the three and nine months ended September 30, 2025 primarily due to the geographic mix of pre-tax income and losses, and the inability to record a tax expense for pre-tax income and a benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances and other permanent items.

The income tax rate for the three and nine months ended September 30, 2026 and 2025 varied from the U.S. statutory rate primarily due to the inability to record a tax expense for pre-tax income and a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, tax credits, the impact of income taxes on foreign earnings taxed at rates varying from the U.S. statutory rate, and other permanent items.

The Company’s current and future provision for income taxes is impacted by changes in valuation allowances in the U.S. and certain foreign jurisdictions. The Company’s future provision for income taxes will include no tax benefit with respect to losses incurred and, except for certain jurisdictions, no tax expense with respect to income generated in these countries until the respective valuation allowances are eliminated. Accordingly, income taxes are impacted by changes in valuation allowances and the mix of earnings among jurisdictions. The Company evaluates the realizability of its deferred tax assets on a quarterly basis. In completing this evaluation, the Company considers all available evidence in order to determine, based on the weight of the evidence, if a valuation allowance for its deferred tax assets is necessary. Such evidence includes historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. If, based on the weight of the evidence, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized, a valuation allowance is recorded. If operating results improve or decline on a continual basis in a particular jurisdiction, the Company’s decision regarding the need for a valuation allowance could change, resulting in either the initial recognition or reversal of a valuation allowance in that jurisdiction, which could have a significant impact on income tax expense in the period recognized and subsequent periods. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments, which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities.

The Company has an ongoing dispute related to its 2015-2018 U.S. federal income tax filings. The Internal Revenue Service (“IRS”) asserts that income earned by a Netherlands subsidiary from its Mexican branch operations constitutes foreign based company sales income under Section 954(d) of the Internal Revenue Code and should be recognized currently as taxable income on the Company’s 2015-2018 U.S. federal income tax filings. The IRS has also proposed similar adjustments for the 2019-2022 tax years. The Company has been unable to reach a resolution through the IRS appeals process, but does plan to continue to challenge these proposed adjustments through the litigation process in the U.S. Court of Federal Claims in the future, if necessary. The Company believes, after consultation with tax and legal counsel, that it is more likely than not that it will ultimately be successful in defending its position. As such, the Company has not recorded any impact of the IRS’s proposed adjustment in its condensed consolidated financial statements as of the three and nine months ended September 30, 2026 with the exception of an income tax receivable of approximately $11,000 representing tax and interest previously paid to the IRS. In the event the Company is not successful in defending its position, this receivable would be reversed, increasing income tax expense by approximately $11,000.

The Organization for Economic Co-operation and Development (“OECD”) has introduced model rules that propose a global minimum tax framework which has been implemented and enacted by a number European Union member states and other jurisdictions around the world. The Company has recorded the impact of the global minimum tax as currently enacted in the condensed consolidated financial statements for the three and nine months ended September 30, 2026 and September 30, 2025. On January 5, 2026 the OECD announced a new package of administrative guidance under the Pillar Two global minimum tax rules which introduces a new Side by Side Safe Harbor (“SbS Safe Harbor”) that allows multinational enterprise groups with an ultimate parent entity located in a qualified side by side regime to elect a deemed top-up tax of zero across all domestic and foreign operations. As of September 30, 2026, while the OECD has identified the United States as a qualifying jurisdiction, the SbS Safe Harbor has not yet been formally enacted into domestic law in most jurisdictions where we have operations. As a result, we have not reflected the potential benefits of the SbS Safe Harbor election in our condensed consolidated financial statements for the three and nine months ended September 30, 2026. The Company will continue to monitor the legislative progress of the SbS Safe Harbor and other Pillar Two measures and adjust its calculations accordingly when provisions are enacted. We do not expect these changes to have a material impact on the Company’s condensed consolidated financial statements.

On July 4, 2025, the United States enacted a budget reconciliation package known as the One Big Beautiful Bill Act of 2025 (“OBBBA”) into law. The OBBBA includes a broad range of tax reform provisions, including extending and modifying various provisions of the Tax Cuts and Jobs Act and expanding certain incentives in the Inflation Reduction Act while accelerating the phase-out of other incentives. The legislation has multiple effective dates, with some provisions that took effect in 2025 and others being implemented through 2027. The tax reform provisions of the OBBBA did not have a material impact on the Company’s condensed consolidated financial statements for the nine months ended September 30, 2026.

12. Net Loss Per Share Attributable to Cooper-Standard Holdings Inc.

Basic net loss per share attributable to Cooper-Standard Holdings Inc. was computed by dividing net loss attributable to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to Cooper-Standard Holdings Inc. was computed using the treasury stock method by dividing diluted net loss available to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding, including the potential dilutive effect of common stock equivalents and non-participating share-based awards, using the average share price during the period.

Information used to compute basic and diluted net loss per share attributable to Cooper-Standard Holdings Inc. was as follows:

Securities excluded from the calculation of diluted net loss per share were approximately 777,000 and 739,000 for the three months ended September 30, 2026 and September 30, 2025, respectively, and 830,000 and 435,000 for the nine months ended September 30, 2026 and September 30, 2025, respectively, because the inclusion of such securities in the calculation would have been anti-dilutive.

13. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component, net of related tax, were as follows:

(1)Includes other comprehensive income (loss) related to intra-entity foreign currency balances that are of a long-term investment nature of $(23,181) and $(4,644) for the three months ended September 30, 2026 and 2025, respectively, and $(6,219) and $(16,545) for the nine months ended September 30, 2026 and 2025, respectively.

(2)Includes the effect of the amortization of actuarial gains of $641 and amortization of prior service cost of $4, net of tax of $(3).

(3)Includes the effect of the amortization of actuarial gains of $610 and amortization of prior service cost of $4, net of tax of $(4).

(4)Includes the effect of the amortization of actuarial gains of $1,924 and amortization of prior service cost of $11, net of tax of $(11).

(5)Includes the effect of the amortization of actuarial gains of $1,826 and amortization of prior service cost of $11, net of tax of $(12).

14. Common Stock

Share Repurchase Program

In June 2018, the Company’s Board of Directors approved a common stock repurchase program (the “2018 Program”) authorizing the Company to repurchase, in the aggregate, up to $150,000 of its outstanding common stock. Under the 2018 Program, repurchases may be made on the open market, through private transactions, accelerated share repurchases, round lot or block transactions on the New York Stock Exchange or otherwise, as determined by management and in accordance with prevailing market conditions and federal securities laws and regulations. The Company expects to fund any future repurchases from cash on hand and future cash flows from operations. The Company is not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at the Company’s discretion. The 2018 Program became effective in November 2018. As of September 30, 2026, the Company had approximately $98,720 of repurchase authorization remaining under the 2018 Program. The Company did not make any repurchases under the 2018 Program during the nine months ended September 30, 2026 or 2025.

15. Commitments and Contingencies

The Company is periodically involved in claims, litigation and various legal matters (generally, “matters”) that arise in the ordinary course of business. The Company accrues for litigation exposure when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. As of September 30, 2026, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for claims, litigation and various legal matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s financial condition, results of operations or cash flows could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

In addition, many of the Company’s current and former facilities are located on properties with long histories of industrial or commercial operations, and some of these properties have been subject to certain environmental investigations and remediation activities. The Company maintains environmental reserves for certain of these locations. As of September 30, 2026 and December 31, 2025, the Company had approximately $7,275 and $7,550, respectively, reserved in accrued liabilities and other liabilities in the condensed consolidated balance sheets on an undiscounted basis. In some cases, remediation activities are expected to continue for an extended period of time. Where the full scope or duration of such activities cannot be reasonably estimated due to uncertainties related to regulatory requirements, site performance, or technology changes, the Company has accrued only for those costs that are currently estimable. The Company will update its estimates as new information becomes available, as applicable.

Because some environmental laws (such as the Comprehensive Environmental Response, Compensation and Liability Act and analogous state laws) can impose liability retroactively and regardless of fault on potentially responsible parties for the entire cost of cleanup at currently or formerly owned or operated facilities, as well as sites at which such parties disposed or arranged for disposal of hazardous waste, the Company could become liable for investigating or remediating contamination at their current or former properties or other properties (including offsite waste disposal locations). The Company may not always be in complete compliance with all applicable requirements of environmental laws or regulation, and the Company may receive notices of violation or become subject to enforcement actions or incur material costs or liabilities in connection with such requirements. In addition, new environmental requirements or changes to interpretations of existing requirements, or in their enforcement, could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

While the Company’s costs to defend and settle known claims arising under environmental laws have not been material in the past and are not currently estimated to have a material adverse effect on the Company’s financial condition, such costs may be material to the Company’s financial statements in the future.

16. Segment Reporting

The Company’s business is organized intwo reportable segments: Sealing Systems and Fluid Handling Systems. These reportable segments represent the operating segments that are evaluated by management, including the Chief Operating Decision Maker (“CODM”), to assess performance and allocate resources. Both segments meet the quantitative thresholds for separate disclosure under ASC 280. All other business activities are reported in Corporate, eliminations and other.

The Company’s CODM, the Chairman and Chief Executive Officer, uses segment adjusted EBITDA as the measure of earnings to evaluate the performance of each segment and to allocate resources, including employees, property, plant and equipment, as well as financial and capital resources. The CODM regularly reviews budget-to-actual variances on a monthly basis for segment adjusted EBITDA to assess performance and make resource allocation decisions. The results of each segment include certain allocations for general, administrative and other shared costs. Segment adjusted EBITDA as used by the Company may not be directly comparable to similarly titled measures reported by other companies.

The measure of segment assets used by the CODM to evaluate segment performance and allocate resources is reported as total assets on the condensed consolidated balance sheets. While inventory and tooling balances by segment are regularly provided to the CODM, this information is not used as a basis for assessing segment performance or determining resource allocation decisions.

Certain financial information on the Company’s reportable segments was as follows:

(a) Includes revenue from the Industrial and Specialty Group business, which is an operating segment that does not meet the quantitative thresholds for determining reportable segments.

(b) Includes depreciation consistent with the Company's condensed consolidated statements of operations. Depreciation is subsequently excluded from segment adjusted EBITDA through the "Other segment items" row to align with management's performance measure.

(c) Other segment items represent income and expenses that are included in the segment Adjusted EBITDA measure, such as selling, administration and engineering expenses and foreign currency gains and losses.

(a) Includes revenue from the Industrial and Specialty Group business, which is an operating segment that does not meet the quantitative thresholds for determining reportable segments.

(b) Includes depreciation consistent with the Company's condensed consolidated statements of operations. Depreciation is subsequently excluded from segment adjusted EBITDA through the "Other segment items" row to align with management's performance measure.

(c) Other segment items represent income and expenses that are included in the segment Adjusted EBITDA measure, such as selling, administration and engineering expenses and foreign currency gains and losses.