Form 8-K

8-K — Cooper-Standard Holdings Inc.

Accession: 0001320461-26-000110

Filed: 2026-08-06

Period: 2026-08-05

CIK: 0001320461

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cps-20260805.htm (Primary)

EX-99 (q22026earningsrelease.htm)

GRAPHIC (cslogohorizontala23a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cps-20260805.htm · Sequence: 1

cps-20260805

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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) – August 5, 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 August 5, 2026, Cooper-Standard Holdings Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the second quarter ended June 30, 2026, and will host a conference call to discuss those preliminary results on August 6, 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 August 5, 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: August 6, 2026

EX-99

Filename: q22026earningsrelease.htm · Sequence: 2

Document

Cooper Standard Highlights Positive Cash Flow and Continued Strong New Business Awards in the Second Quarter of 2026; Maintains Midpoint of Full-year Guidance

NORTHVILLE, Mich., August 5, 2026 -- Cooper-Standard Holdings Inc. (NYSE: CPS) today reported results for the second quarter 2026 that demonstrate continued progress towards sustained financial improvements, long-term profitable growth and positive cash flows.

Second Quarter 2026 Summary

•Sales of $721.3 million, an increase of 2.2% vs. the second quarter of 2025

•Net loss of $18.8 million, or $(1.04) per diluted share

•Adjusted net loss of $2.3 million, or $(0.13) per diluted share

•Adjusted EBITDA of $53.9 million, or 7.5% of sales

•Net cash provided by operating activities of $30.1 million and free cash flow of $16.3 million

•Net New Business Awards totaled $118.4 million during the quarter

“Our teams are continuing to operate at world-class levels, delivering consistent value for our customers.” said Jeffrey Edwards, chairman and CEO, Cooper Standard. “While higher oil prices drove inflationary pressures on our costs in the second quarter as we had anticipated, we expect to recover most of those incremental costs in the second half of the year. With our continued operating excellence and expected cost recoveries, we believe we remain on track to achieve our sales and profitability targets for the full year.”

Consolidated Results

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(Dollar amounts in millions except per share amounts)

Sales $ 721.3 $ 706.0 $ 1,407.7 $ 1,373.0

Net (loss) income

$ (18.8) $ (1.4) $ (52.1) $ 0.2

Adjusted net (loss) income* $ (2.3) $ 1.0 $ (7.6) $ 4.5

Net (loss) income per diluted share

$ (1.04) $ (0.08) $ (2.90) $ 0.01

Adjusted net (loss) income per diluted share*

$ (0.13) $ 0.06 $ (0.42) $ 0.25

Adjusted EBITDA*

$ 53.9 $ 62.8 $ 104.9 $ 121.5

Net cash provided by (used in) operating activities $ 30.1 $ (15.6) $ (39.0) $ (30.4)

Free cash flow* $ 16.3 $ (23.4) $ (76.9) $ (55.7)

*Adjusted net (loss) income, adjusted EBITDA, adjusted net (loss) income per diluted share and free cash flow 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 2.2% in the second quarter due primarily to favorable foreign exchange and favorable volume and mix.

Net loss for the second quarter of 2026 was $18.8 million, including restructuring charges of $17.1 million. Net loss for the second quarter of 2025 was $1.4 million, including restructuring charges of $2.9 million. Excluding these special items and their related tax impact, adjusted net loss was $2.3 million in the second quarter of 2026 compared to adjusted net income of $1.0 million in the second quarter of 2025. The year-over-year change was driven primarily by higher material costs, general inflationary pressures, unfavorable volume and mix, and increased customs duties and tariffs. These cost increases were partially offset by continuing supply chain optimization and lean manufacturing savings.

Adjusted EBITDA for the second quarter of 2026 was $53.9 million compared to $62.8 million in the second quarter of 2025. The year-over-year change was driven primarily by higher material costs, general inflationary pressures, unfavorable volume and mix, and increased customs duties and tariffs. These cost increases were partially offset by continuing supply chain optimization and lean manufacturing savings.

Cash Flow and Liquidity

Cash provided by operating activities in the second quarter of 2026 was $30.1 million. Free cash flow (defined as net cash provided by operating activities minus capital expenditures) in the second quarter of 2026 was $16.3 million, an increase of $39.7 million compared to the second quarter of 2025.

As of June 30, 2026, Cooper Standard had cash and cash equivalents totaling $126.6 million. Total liquidity, including availability under the Company's amended senior asset-based revolving credit facility, was $294.2 million at the end of the second 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.

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 second quarter of 2026, the Company received net new business awards totaling $118.4 million in anticipated incremental future annualized sales, including $36.6 million in new awards associated with battery electric or full-hybrid platforms. For the first six months of the year, net new business awards totaled $246.3 million, including $68.3 million in new awards associated with battery electric or full-hybrid platforms.

Segment Results of Operations

Sales

Three Months Ended June 30, Variance Due To:

2026 2025 Change Volume/Mix* Foreign Exchange

(Dollar amounts in thousands)

Sales to external customers

Sealing systems $ 353,954 $ 364,368 $ (10,414) $ (18,606) $ 8,192

Fluid handling systems 345,264 322,430 22,834 20,852 1,982

* Net of customer price adjustments, including recoveries.

Adjusted EBITDA

Three Months Ended June 30, Variance Due To:

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

(Dollar amounts in thousands)

Segment adjusted EBITDA

Sealing systems $ 26,129 $ 40,345 $ (14,216) $ (12,328) $ 1,192 $ (3,080)

Fluid handling systems 27,655 26,997 658 11,810 (4,945) (6,207)

* 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.

Outlook

The Company believes it is well positioned to continue driving sustainable value through profitable growth and margin enhancement as production volumes and commodity costs stabilize over time. Key value drivers include expanding relationships with new customers, the continued launch of new, innovative programs, enhanced index-based commercial agreements, and further actions to optimize our global manufacturing footprint.

Following actual reported results in the first half of the year, the Company believes it remains on track to achieve full-year results for sales and adjusted EBITDA in line with its original 2026 business plan. In terms of adjusted EBITDA, this is reflected at the midpoint of guidance, which remains unchanged, while the upper and lower bounds of the range have been tightened to reflect improved mid-year visibility. Other elements of full-year guidance and light vehicle production volume assumptions have been adjusted as follows:

Initial 2026 Guidance1

Current 2026 Guidance1

Sales

$2.7 - $2.9 billion

Adjusted EBITDA2

$260 - $300 million

$265 - $295 million

Capital Expenditures

$55 - $65 million

$60 - $70 million

Cash Restructuring

$25 - $30 million

$30 - $35 million

Net Cash Interest

$105 - $115 million

$90 - $100 million

Net Cash Taxes

$30 - $35 million

Key Light Vehicle Productions Assumptions (Units)

North America 15.0 million 15.1 million

Europe 16.9 million 16.9 million

Greater China 32.7 million 31.6 million

South America 3.2 million 3.1 million

1 Guidance is representative of management's estimates and expectations as of the date it is published. Initial guidance was presented in our Fourth quarter 2025 earnings press release published on February 12, 2026. Current guidance as presented in this press release considers July 2026 Mobility Global production forecasts for relevant light vehicle platforms and models, customers' planned production schedules, and other internal assumptions.

2 Adjusted EBITDA is a non-GAAP financial measure. The Company has not provided a reconciliation of projected adjusted EBITDA to projected net income (loss) because full-year net income (loss) will include special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end. Due to this uncertainty, the Company cannot reconcile projected adjusted EBITDA to U.S. GAAP net income (loss) without unreasonable effort.

Conference Call Details

Cooper Standard management will host a conference call and webcast on August 6, 2026 at 9 a.m. ET to discuss its second 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; escalating pricing pressures; 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; 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; our ability to collect tariff recoveries from our customers; foreign currency exchange rate fluctuations; 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Sales $ 721,349 $ 705,973 $ 1,407,708 $ 1,373,042

Cost of products sold 637,593 612,922 1,241,534 1,202,813

Gross profit 83,756 93,051 166,174 170,229

Selling, administration & engineering expenses 52,605 51,210 105,110 102,401

Amortization of intangibles 1,227 1,710 2,451 3,322

Restructuring charges 17,063 2,852 21,695 4,963

Operating income 12,861 37,279 36,918 59,543

Interest expense, net of interest income (26,996) (28,712) (55,304) (57,331)

Equity in earnings of affiliates 1,650 1,708 3,099 3,484

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

Other (expense) income, net (1,005) (3,667) (3,117) 5,217

(Loss) income before income taxes (13,490) 6,608 (42,559) 10,913

Income tax expense 5,428 8,081 9,625 10,784

Net (loss) income (18,918) (1,473) (52,184) 129

Net loss attributable to noncontrolling interests 75 72 38 22

Net (loss) income attributable to Cooper-Standard Holdings Inc. $ (18,843) $ (1,401) $ (52,146) $ 151

Weighted average shares outstanding:

Basic 18,051,719 17,882,361 18,010,896 17,797,933

Diluted 18,051,719 17,882,361 18,010,896 18,058,008

Net (loss) income per share:

Basic $ (1.04) $ (0.08) $ (2.90) $ 0.01

Diluted $ (1.04) $ (0.08) $ (2.90) $ 0.01

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands except share amounts)

June 30, 2026 December 31, 2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents $ 126,579 $ 191,699

Accounts receivable, net 373,454 334,267

Tooling receivable, net 80,692 72,316

Inventories 188,721 154,189

Prepaid expenses 26,253 23,940

Value added tax receivable 47,328 47,329

Other current assets 88,101 57,360

Total current assets 931,128 881,100

Property, plant and equipment, net 507,541 523,508

Operating lease right-of-use assets, net 90,025 83,474

Goodwill 140,503 140,696

Intangible assets, net 26,730 28,978

Other assets 179,983 175,418

Total assets $ 1,875,910 $ 1,833,174

Liabilities and Equity

Current liabilities:

Debt payable within one year $ 44,950 $ 86,121

Accounts payable 373,292 337,319

Payroll liabilities 100,766 122,395

Accrued liabilities 149,926 114,150

Current operating lease liabilities 18,085 18,412

Total current liabilities 687,019 678,397

Long-term debt 1,099,862 1,018,483

Pension benefits 89,727 91,336

Postretirement benefits other than pensions 25,411 26,461

Long-term operating lease liabilities 76,703 69,806

Other liabilities 36,119 40,268

Total liabilities 2,014,841 1,924,751

Equity:

Common stock, $0.001 par value, 190,000,000 shares authorized; 19,835,017 shares issued and 17,769,208 shares outstanding as of June 30, 2026, and 19,702,818 shares issued and 17,637,009 shares outstanding as of December 31, 2025 18 17

Additional paid-in capital 526,739 524,312

Retained deficit (526,873) (474,727)

Accumulated other comprehensive loss (130,451) (133,090)

Total Cooper-Standard Holdings Inc. equity (130,567) (83,488)

Noncontrolling interests (8,364) (8,089)

Total equity (138,931) (91,577)

Total liabilities and equity $ 1,875,910 $ 1,833,174

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollar amounts in thousands)

Six Months Ended June 30,

2026 2025

Operating activities:

Net (loss) income $ (52,184) $ 129

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

Depreciation 43,844 45,027

Amortization of intangibles 2,451 3,322

Share-based compensation expense 5,462 5,481

Equity in earnings of affiliates, net of dividends related to earnings (1,062) (1,515)

Loss on refinancing and extinguishment of debt 24,155 —

Deferred income taxes 1,032 2,496

Other 1,941 2,448

Changes in operating assets and liabilities (64,668) (87,819)

Net cash used in operating activities (39,029) (30,431)

Investing activities:

Capital expenditures (37,860) (25,315)

Proceeds from sale of businesses — 2,558

Other 4 —

Net cash used in investing activities (37,856) (22,757)

Financing activities:

Proceeds from issuance of long-term debt, net of debt issuance costs 1,084,552 —

Repayment of long-term debt (1,008,621) —

Principal payments on long-term debt (1,081) (1,412)

Decrease in short-term debt, net (42,544) (1,259)

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

Taxes withheld and paid on employees' share-based payment awards (2,936) (1,686)

Other (180) —

Net cash provided by (used in) financing activities 9,661 (4,357)

Effects of exchange rate changes on cash, cash equivalents and restricted cash (469) 6,419

Changes in cash, cash equivalents and restricted cash (67,693) (51,126)

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

Cash, cash equivalents and restricted cash at end of period $ 132,189 $ 127,571

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

Balance as of

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 126,579 $ 191,699

Restricted cash included in other current assets 3,178 6,581

Restricted cash included in other assets 2,432 1,602

Total cash, cash equivalents and restricted cash $ 132,189 $ 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net (loss) income attributable to Cooper-Standard Holdings Inc. $ (18,843) $ (1,401) $ (52,146) $ 151

Income tax expense 5,428 8,081 9,625 10,784

Interest expense, net of interest income 26,996 28,712 55,304 57,331

Depreciation and amortization 23,275 24,521 46,295 48,349

EBITDA $ 36,856 $ 59,913 $ 59,078 $ 116,615

Restructuring charges 17,063 2,852 21,695 4,963

Gain on sale of businesses, net (1)

— — — (98)

Loss on refinancing and extinguishment of debt (2)

— — 24,155 —

Adjusted EBITDA $ 53,919 $ 62,765 $ 104,928 $ 121,480

Sales $ 721,349 $ 705,973 $ 1,407,708 $ 1,373,042

Net (loss) income margin (2.6) % (0.2) % (3.7) % — %

Adjusted EBITDA margin 7.5 % 8.9 % 7.5 % 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.

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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net (loss) income attributable to Cooper-Standard Holdings Inc. $ (18,843) $ (1,401) $ (52,146) $ 151

Restructuring charges 17,063 2,852 21,695 4,963

Gain on sale of businesses, net (1)

— — — (98)

Loss on refinancing and extinguishment of debt (2)

— — 24,155 —

Tax impact of adjusting items (3)

(534) (428) (1,265) (539)

Adjusted net (loss) income $ (2,314) $ 1,023 $ (7,561) $ 4,477

Weighted average shares outstanding:

Basic 18,051,719 17,882,361 18,010,896 17,797,933

Diluted 18,051,719 17,882,361 18,010,896 18,058,008

Net (loss) income per share:

Basic $ (1.04) $ (0.08) $ (2.90) $ 0.01

Diluted $ (1.04) $ (0.08) $ (2.90) $ 0.01

Adjusted net (loss) income per share:

Basic $ (0.13) $ 0.06 $ (0.42) $ 0.25

Diluted $ (0.13) $ 0.06 $ (0.42) $ 0.25

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

(2)Loss on refinancing and extinguishment of debt relating to the Refinancing Transactions.

(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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net cash provided by (used in) operating activities $ 30,125 $ (15,580) $ (39,029) $ (30,431)

Capital expenditures

(13,819) (7,772) (37,860) (25,315)

Free cash flow

$ 16,306 $ (23,352) $ (76,889) $ (55,746)

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