Form 8-K

8-K — Cooper-Standard Holdings Inc.

Accession: 0001320461-26-000078

Filed: 2026-05-07

Period: 2026-05-06

CIK: 0001320461

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cps-20260506.htm (Primary)

EX-99 (q12026earningsrelease.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cps-20260506.htm · Sequence: 1

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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) – May 6, 2026

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36127 20-1945088

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

40300 Traditions Drive,

Northville

Michigan

48168

(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

Common Stock, par value $0.001 per share CPS New York Stock Exchange

Preferred Stock Purchase Rights - New York Stock Exchange

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 2.02 Results of Operations and Financial Condition.

On May 6, 2026, Cooper-Standard Holdings Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the first quarter ended March 31, 2026, and will host a conference call to discuss those preliminary results on May 7, 2026 at 9 a.m. ET. The press release is furnished as Exhibit 99 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:

Exhibit 99 Press release dated May 6, 2026

Exhibit 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: May 7, 2026

EX-99

Filename: q12026earningsrelease.htm · Sequence: 2

Document

Cooper Standard Reports Solid First Quarter 2026 Results and Strong New Business Awards; Remains on Track to Achieve or Exceed Full Year Plans

NORTHVILLE, Mich., May 6, 2026 -- Cooper-Standard Holdings Inc. (NYSE: CPS) today reported results for the first quarter 2026.

First Quarter 2026 Highlights

•Sales of $686.4 million, an increase of 2.9% vs. the first quarter of 2025

•Gross profit of $82.4 million, an increase of 6.8% vs. the first quarter of 2025

•Net loss of $33.3 million, or $(1.85) per diluted share, including loss on refinancing of debt

•Adjusted net loss of $5.2 million, or $(0.29) per diluted share

•Adjusted EBITDA of $51.0 million, or 7.4% of sales

•Net New Business Awards totaled $127.9 million during the quarter

“Our teams delivered results in the quarter that were consistent with our plans and expectations,” said Jeffrey Edwards, chairman and CEO, Cooper Standard. “By maintaining focus on operational excellence and our strategic execution, we are effectively managing current market dynamics and believe we are on track to achieve or exceed our sales and profitability targets for the full year.”

Consolidated Results

Three Months Ended March 31,

2026 2025

(Dollar amounts in millions except per share amounts)

Sales $ 686.4 $ 667.1

Net (loss) income

$ (33.3) $ 1.6

Adjusted net (loss) income* $ (5.2) $ 3.5

Net (loss) income per diluted share

$ (1.85) $ 0.09

Adjusted net (loss) income per diluted share*

$ (0.29) $ 0.19

Adjusted EBITDA*

$ 51.0 $ 58.7

*Adjusted net (loss) income, adjusted EBITDA, and adjusted net (loss) income per diluted share are non-GAAP measures. Reconciliations to the most directly comparable financial measures, calculated and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), are provided in the attached supplemental schedules.

Sales increased by 2.9% in the first quarter due primarily to favorable foreign exchange, partially offset by unfavorable volume and mix.

Net loss for the first quarter of 2026 was $33.3 million, including restructuring charges of $4.6 million, a loss of $24.2 million related to the successful debt refinancing completed during the quarter, and other special items. Net income for the first quarter of 2025 was $1.6 million, including restructuring charges of $2.1 million and other special items. Excluding these special items and their related tax impact, adjusted net loss was $5.2 million in the first quarter of 2026 compared to adjusted net income of $3.5 million in the first quarter of 2025. The year-over-year change was primarily due to unfavorable volume and mix, the non-recurrence of certain royalty payments

received in the first quarter of 2025, and general cost inflation, partially offset by cost savings from increased manufacturing and purchasing efficiency.

Adjusted EBITDA for the first quarter of 2026 was $51.0 million compared to $58.7 million in the first quarter of 2025. The year-over-year change was primarily driven by unfavorable volume and mix, the non-recurrence of certain royalty payments received in the first quarter of 2025, and general cost inflation, partially offset by increased manufacturing and purchasing efficiency.

New Business Awards

The Company continues to leverage its world-class engineering and manufacturing capabilities, its innovation programs and its reputation for quality and service to win new business awards with its OEM customers and capitalize on positive global trends associated with hybrid and battery electric vehicles. During the first quarter of 2026, the Company received net new business awards totaling $127.9 million in anticipated incremental future annualized sales, including $31.8 million in new awards associated with battery electric or full-hybrid platforms.

Segment Results of Operations

Sales

Three Months Ended March 31, Variance Due To:

2026 2025 Change Volume/Mix* Foreign Exchange

(Dollar amounts in thousands)

Sales to external customers

Sealing systems $ 348,303 $ 344,311 $ 3,992 $ (14,560) $ 18,552

Fluid handling systems 317,946 303,998 13,948 8,507 5,441

* Net of customer price adjustments, including recoveries.

Adjusted EBITDA

Three Months Ended March 31, Variance Due To:

2026 2025 Change Volume/Mix* Foreign Exchange Cost Decreases/(Increases)**

(Dollar amounts in thousands)

Segment adjusted EBITDA

Sealing systems $ 29,951 $ 32,312 $ (2,361) $ (9,799) $ 368 $ 7,070

Fluid handling systems 23,455 20,982 2,473 2,544 (4,619) 4,548

* Net of customer price adjustments, including recoveries.

** Net of savings from restructuring initiatives.

Additional detail on our quarterly segment variance analyses is available in our periodic filings with the Securities and Exchange Commission.

Cash and Liquidity

As of March 31, 2026, following the successful refinancing transaction completed during the quarter, Cooper Standard had cash and cash equivalents totaling $118.5 million. Total liquidity, including availability under the

Company's amended senior asset-based revolving credit facility, was $285.8 million at the end of the first quarter of 2026. Based on current expectations for light vehicle production and customer demand for our products, the Company believes it has sufficient financial resources to support ongoing operations and the execution of planned strategic initiatives for the foreseeable future. These financial resources include current cash on hand, continuing access to flexible credit facilities, and expected future positive cash generation.

Outlook

The Company believes it is well positioned to continue driving sustainable value through profitable growth and margin enhancement. While customer supply chain disruptions, changing trade and tariff policies, geopolitical issues and affordability concerns have impacted and may continue to impact production forecasts, the Company believes that the underlying demand for new light vehicle production in its key operating regions remains strong, supported by the age of the existing fleet, increasing population, increasing numbers of newly licensed drivers, and declining vehicle inventories. The Company remains confident that the continuing successful execution of its plans and strategies, including expanding relationships with new customers and the continued launch of new, innovative programs with enhanced contribution margins and enhanced index-based commercial agreements, will drive increasing profit margins and returns on invested capital over time as markets stabilize.

Following strong actual results in the first three months of the year, the Company believes it is on track to achieve or exceed the targeted ranges for sales and profitability as outlined in its formal guidance for 2026 issued in February. The Company expects to provide a formal update to its full year guidance in conjunction with the release of its second quarter 2026 results.

Conference Call Details

Cooper Standard management will host a conference call and webcast on May 7, 2026 at 9 a.m. ET to discuss its first quarter 2026 results, provide a general business update and respond to investor questions. Investors and other interested parties may listen to the call by accessing the online, real-time webcast at

https://ir.cooperstandard.com/events.

To participate by phone, callers in the United States and Canada can dial toll-free at 800-836-8184 (international callers dial 646-357-8785) and ask to be connected to the Cooper Standard conference call. Representatives of

the investment community will have the opportunity to ask questions during Q&A. Participants should dial-in at least five minutes prior to the start of the call.

A replay of the webcast will be available on the investors' portion of the Cooper Standard website (https://ir.cooperstandard.com) shortly after the live event.

About Cooper Standard

Cooper Standard, headquartered in Northville, Mich., with locations in 20 countries, is a leading global supplier of sealing and fluid handling systems and components. Utilizing our materials science and manufacturing expertise, we create innovative and sustainable engineered solutions for diverse transportation and industrial markets. Cooper Standard's approximately 22,000 team members (including contingent workers) are at the heart of our success, continuously improving our business and surrounding communities. Learn more at www.cooperstandard.com or follow us on LinkedIn, X, Facebook, Instagram or YouTube.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “outlook,” “guidance,” “forecast,” or future or conditional verbs, such as “will,” “should,” “could,” “would,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: volatility or decline of the Company’s stock price, or absence of stock price appreciation; impacts and disruptions related to the wars in Ukraine and the Middle East; our ability to achieve commercial recoveries and to offset the adverse impact of higher commodity and other costs through pricing and other negotiations with our customers; work stoppages or other labor disruptions with our employees or our customers’ employees; prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruptions in our supply base or our customers’ supply base; competitive threats and commercial risks associated with our diversification strategy; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws, regulations, and policies governing the terms of foreign trade such as increased trade restrictions and tariffs; foreign currency exchange rate fluctuations; the effects of a potential U.S. government shutdown and its impact on our customers; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness and rates of interest; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; significant costs related to manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers’ needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal and regulatory proceedings, claims or investigations against us; the potential impact of any future public health events on our financial condition and results of operations; the ability of our intellectual property to withstand legal challenges; cyber-attacks, data privacy concerns, other disruptions in, or the inability to implement upgrades to, our information technology systems; the possible volatility of our annual effective tax rate; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce; our ability to procure insurance at reasonable rates; and our dependence on our subsidiaries for cash to satisfy our obligations.; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission.

You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this press release and we undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law.

This press release also contains estimates and other information that is based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.

Contact for Analysts: Contact for Media:

Roger Hendriksen Chris Andrews

Cooper Standard Cooper Standard

(248) 596-6465 (248) 596-6217

roger.hendriksen@cooperstandard.com

candrews@cooperstandard.com

Financial statements and related notes follow:

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollar amounts in thousands except share and per share amounts)

Three Months Ended March 31,

2026 2025

Sales $ 686,359 $ 667,069

Cost of products sold 603,941 589,891

Gross profit 82,418 77,178

Selling, administration & engineering expenses 52,505 51,191

Amortization of intangibles 1,224 1,612

Restructuring charges 4,632 2,111

Operating income 24,057 22,264

Interest expense, net of interest income (28,308) (28,619)

Equity in earnings of affiliates 1,449 1,776

Loss on refinancing and extinguishment of debt (24,155) —

Other (expense) income, net (2,112) 8,884

(Loss) income before income taxes (29,069) 4,305

Income tax expense 4,197 2,703

Net (loss) income (33,266) 1,602

Net income attributable to noncontrolling interests (37) (50)

Net (loss) income attributable to Cooper-Standard Holdings Inc. $ (33,303) $ 1,552

Weighted average shares outstanding:

Basic 17,969,620 17,712,568

Diluted 17,969,620 17,911,855

Net (loss) income per share:

Basic $ (1.85) $ 0.09

Diluted $ (1.85) $ 0.09

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands except share amounts)

March 31, 2026 December 31, 2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents $ 118,488 $ 191,699

Accounts receivable, net 378,007 334,267

Tooling receivable, net 74,876 72,316

Inventories 185,004 154,189

Prepaid expenses 23,830 23,940

Value added tax receivable 41,103 47,329

Other current assets 81,793 57,360

Total current assets 903,101 881,100

Property, plant and equipment, net 511,744 523,508

Operating lease right-of-use assets, net 93,987 83,474

Goodwill 140,609 140,696

Intangible assets, net 27,851 28,978

Other assets 175,762 175,418

Total assets $ 1,853,054 $ 1,833,174

Liabilities and Equity

Current liabilities:

Debt payable within one year $ 44,289 $ 86,121

Accounts payable 364,770 337,319

Payroll liabilities 104,189 122,395

Accrued liabilities 112,673 114,150

Current operating lease liabilities 18,715 18,412

Total current liabilities 644,636 678,397

Long-term debt 1,099,887 1,018,483

Pension benefits 89,905 91,336

Postretirement benefits other than pensions 25,845 26,461

Long-term operating lease liabilities 80,340 69,806

Other liabilities 35,925 40,268

Total liabilities 1,976,538 1,924,751

Equity:

Common stock, $0.001 par value, 190,000,000 shares authorized; 19,821,093 shares issued and 17,755,284 shares outstanding as of March 31, 2026, and 19,702,818 shares issued and 17,637,009 shares outstanding as of December 31, 2025 18 17

Additional paid-in capital 523,887 524,312

Retained deficit (508,030) (474,727)

Accumulated other comprehensive loss (131,193) (133,090)

Total Cooper-Standard Holdings Inc. equity (115,318) (83,488)

Noncontrolling interests (8,166) (8,089)

Total equity (123,484) (91,577)

Total liabilities and equity $ 1,853,054 $ 1,833,174

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollar amounts in thousands)

Three Months Ended March 31,

2026 2025

Operating activities:

Net (loss) income $ (33,266) $ 1,602

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation 21,796 22,216

Amortization of intangibles 1,224 1,612

Share-based compensation expense 2,610 2,199

Equity in losses of affiliates, net of dividends related to earnings 588 193

Loss on refinancing and extinguishment of debt 24,155 —

Deferred income taxes 1,037 3,929

Other 969 1,257

Changes in operating assets and liabilities (88,267) (47,859)

Net cash used in operating activities (69,154) (14,851)

Investing activities:

Capital expenditures (24,041) (17,543)

Proceeds from sale of businesses — 2,377

Other 4 12

Net cash used in investing activities (24,037) (15,154)

Financing activities:

Proceeds from issuance of long-term debt, net of debt issuance costs 1,090,610 —

Repayment of long-term debt (1,051,175) —

Principal payments on long-term debt (523) (763)

Debt issuance costs and other fees (19,529) —

Taxes withheld and paid on employees' share-based payment awards (2,936) (1,678)

Other (8) (22)

Net cash provided by (used in) financing activities 16,439 (2,463)

Effects of exchange rate changes on cash, cash equivalents and restricted cash (704) 2,121

Changes in cash, cash equivalents and restricted cash (77,456) (30,347)

Cash, cash equivalents and restricted cash at beginning of period 199,882 178,697

Cash, cash equivalents and restricted cash at end of period $ 122,426 $ 148,350

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:

Balance as of

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 118,488 $ 191,699

Restricted cash included in other current assets 2,882 6,581

Restricted cash included in other assets 1,056 1,602

Total cash, cash equivalents and restricted cash $ 122,426 $ 199,882

Non-GAAP Financial Measures

EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss), adjusted earnings (loss) per share, and free cash flow are measures not recognized under U.S. GAAP and which exclude certain non-cash and special items that may obscure trends and operating performance not indicative of the Company’s core financial activities. Net new business is a measure not recognized under U.S. GAAP which is a representation of potential incremental future revenue but which may not fully reflect all external impacts to future revenue. Management considers EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss), adjusted earnings (loss) per share, free cash flow and net new business to be key indicators of the Company’s operating performance and believes that these and similar measures are widely used by investors, securities analysts and other interested parties in evaluating the Company’s performance. In addition, similar measures are utilized in the calculation of the financial covenants and ratios contained in the Company’s financing arrangements and management uses these measures for developing internal budgets and forecasting purposes. EBITDA is defined as net income (loss) adjusted to reflect income tax expense (benefit), interest expense net of interest income, depreciation and amortization, and adjusted EBITDA is defined as EBITDA further adjusted to reflect certain items that management does not consider to be reflective of the Company’s core operating performance. Adjusted net income (loss) is defined as net income (loss) adjusted to reflect certain items that management does not consider to be reflective of the Company’s core operating performance. Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of sales. Adjusted basic and diluted earnings (loss) per share is defined as adjusted net income (loss) divided by the weighted average number of basic and diluted shares, respectively, outstanding during the period. Free cash flow is defined as net cash provided by operating activities minus capital expenditures and is useful to both management and investors in evaluating the Company’s ability to service and repay its debt. Net new business reflects anticipated sales from formally awarded programs, less lost business, discontinued programs and replacement programs and is based on S&P Global (IHS Markit) forecast production volumes. The calculation of “net new business” does not reflect customer price reductions on existing programs and may be impacted by various assumptions embedded in the respective calculation, including actual vehicle production levels on new programs, foreign exchange rates and the timing of major program launches.

When analyzing the Company’s operating performance, investors should use EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss), adjusted earnings (loss) per share, free cash flow and net new business as supplements to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S. GAAP. EBITDA, adjusted EBITDA, adjusted net income (loss), adjusted earnings (loss) per share, free cash flow and net new business have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the Company’s results of operations as reported under U.S. GAAP. Other companies may report EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss), adjusted earnings (loss) per share, free cash flow and net new business differently and therefore the Company’s results may not be comparable to other similarly titled measures of other companies. In addition, in evaluating adjusted EBITDA and adjusted net income (loss), it should be noted that in the future the Company may incur expenses similar to or in excess of the adjustments in the below presentation. This presentation of adjusted EBITDA and adjusted net income (loss) should not be construed as an inference that the Company’s future results will be unaffected by special items. Reconciliations of EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss) and free cash flow follow.

Reconciliation of Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

(Unaudited)

(Dollar amounts in thousands)

The following table provides a reconciliation of EBITDA and adjusted EBITDA from net (loss) income:

Three Months Ended March 31,

2026 2025

Net (loss) income attributable to Cooper-Standard Holdings Inc. $ (33,303) $ 1,552

Income tax expense 4,197 2,703

Interest expense, net of interest income 28,308 28,619

Depreciation and amortization 23,020 23,828

EBITDA $ 22,222 $ 56,702

Restructuring charges 4,632 2,111

Gain on sale of businesses, net (1)

— (98)

Loss on refinancing and extinguishment of debt (2)

24,155 —

Adjusted EBITDA $ 51,009 $ 58,715

Sales $ 686,359 $ 667,069

Net (loss) income margin (4.9) % 0.2 %

Adjusted EBITDA margin 7.4 % 8.8 %

(1)Gain on sale of businesses related to divestiture in 2024.

(2)Loss on refinancing and extinguishment of debt relating to the Refinancing Transactions during the three months ended March 31, 2026.

Adjusted Net (Loss) Income and Adjusted Net (Loss) Income Per Share

(Unaudited)

(Dollar amounts in thousands except share and per share amounts)

The following table provides a reconciliation of net (loss) income to adjusted net (loss) income and the respective net (loss) income per share amounts:

Three Months Ended March 31,

2026 2025

Net (loss) income attributable to Cooper-Standard Holdings Inc. $ (33,303) $ 1,552

Restructuring charges 4,632 2,111

Gain on sale of businesses, net (1)

— (98)

Loss on refinancing and extinguishment of debt (2)

24,155 —

Tax impact of adjusting items (3)

(731) (111)

Adjusted net (loss) income $ (5,247) $ 3,454

Weighted average shares outstanding:

Basic 17,969,620 17,712,568

Diluted 17,969,620 17,911,855

Net (loss) income per share:

Basic $ (1.85) $ 0.09

Diluted $ (1.85) $ 0.09

Adjusted net (loss) income per share:

Basic $ (0.29) $ 0.20

Diluted $ (0.29) $ 0.19

(1)Gain on sale of businesses related to divestiture in 2024.

(2)Loss on refinancing and extinguishment of debt relating to the Refinancing Transactions during the three months ended March 31, 2026.

(3)Represents the elimination of the income tax impact of the above adjustments by calculating the income tax impact of these adjusting items using the appropriate tax rate for the jurisdiction where the charges were incurred and other discrete tax expense.

Free Cash Flow

(Unaudited)

(Dollar amounts in thousands)

The following table defines free cash flow:

Three Months Ended March 31,

2026 2025

Net cash used in operating activities $ (69,154) $ (14,851)

Capital expenditures

(24,041) (17,543)

Free cash flow

$ (93,195) $ (32,394)

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Namespace Prefix:

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Period Type:

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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- Definition

Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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No definition available.

+ Details

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Boolean flag that is true only for a security having no trading symbol.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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