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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number: 001-36127

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware						20-1945088
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

40300 Traditions Drive

Northville, Michigan 48168

(Address of principal executive offices) (Zip Code)

(248) 596-5900

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of voting and non-voting common stock held by non-affiliates as of June 30, 2025 was $363,042,894.

The number of the registrant’s shares of common stock, $0.001 par value per share, outstanding as of February 6, 2026 was 17,637,009 shares.

Documents Incorporated by Reference

Certain portions, as expressly described in this report, of the Registrant’s Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS


		Page
PART I

Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	22
Item 1C.	Cybersecurity	22
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	[Reserved]	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	86
Item 9A.	Controls and Procedures	86
Item 9B.	Other Information	86
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	86

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	87
Item 11.	Executive Compensation	87
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	87
Item 13.	Certain Relationships and Related Transactions, and Director Independence	87
Item 14.	Principal Accounting Fees and Services	87

PART IV

Item 15.	Exhibits and Financial Statement Schedules	88
SIGNATURES		96

PART I

Item 1. Business

Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company,” “Cooper Standard,” “we,” “our” or “us”) is a leading manufacturer of sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems). Our 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 our activities are conducted through our subsidiaries.

Cooper Standard is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “CPS.” The Company has approximately 22,000 employees, including 4,000 contingent workers, across 108 facilities in 20 countries. We believe we are the largest global producer of sealing systems, the second largest global producer of the types of fuel and brake delivery products we manufacture, and the third largest global producer of the types of fluid transfer systems we manufacture. We design and manufacture our products in each major region of the world through a disciplined and sustained approach to engineering and operational excellence. We operate in 65 manufacturing locations and 43 design, engineering, administrative and logistics locations.

Approximately 86% of our sales in 2025 were to OEMs. Our largest customers are Ford Motor Company (“Ford”), General Motors Company (“GM”), Stellantis, Volkswagen Group, Mercedes-Benz, and Renault-Nissan. Our other customers include BMW, Jaguar/Land Rover, Toyota, Hyundai, Honda, and Rivian, among others. Our OEM customers in China include BYD, Geely, and Chery, among others. The remaining 14% of our 2025 sales were primarily to Tier I and Tier II automotive suppliers, non-automotive customers, and replacement market distributors. The Company’s products are featured on more than 430 nameplates globally.

Our organizational structure primarily consists of global product-line focused business segments. For the periods presented herein, our business was organized in two reportable segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. On an ongoing basis, we undertake restructuring, expansion and cost reduction initiatives to improve competitiveness.

Corporate History and Business Developments

Cooper-Standard Holdings Inc. was established in 2004 as a Delaware corporation and began operating on December 23, 2004 when it acquired the automotive segment of Cooper Tire & Rubber Company. Cooper-Standard Holdings Inc. operates the business primarily through its principal operating subsidiary, Cooper-Standard Automotive Inc. (“CSA U.S.”). Since the 2004 acquisition, the Company has expanded and diversified its customer base through a combination of organic growth and strategic acquisitions.

Our Industrial and Specialty Group (“ISG”) business is a dedicated team that leverages Cooper Standard’s decades of engineering and manufacturing expertise to deliver OEM-quality solutions across diverse transportation and industrial markets. We furthered the expansion of our ISG business through the acquisition of Lauren Manufacturing and Lauren Plastics in 2018.

In 2023, we finalized the divestiture of our European technical rubber products business and sold the Company’s entire controlling equity interest in a joint venture in the Asia Pacific region.

Business Strategy

Cooper Standard’s Purpose statement - Creating Sustainable Solutions Together - reflects the Company’s focus on creating solutions that ensure the long-term health of the business and the sustained value that we work each day to deliver to our stakeholders (customers, investors, employees, suppliers and communities). Our key strategic imperatives are defined as:


Financial Strength:			Execute our business plans achieving and sustaining double-digit EBITDA margins, ROIC and strong free cash flow generation.

World-Class Execution:			Attain world-class results across all our business allowing the Company to Be the First Choice of the Stakeholders We Serve.

Profitable Growth Driven by Innovation:			Leverage our materials science and product knowledge, innovation and manufacturing expertise across our product groups in the pursuit of organic and inorganic growth.

Corporate Responsibility:			Deliver value to all our stakeholders through our environmental, social and governance initiatives to ensure the long-term sustainability of the Company.

Cooper Standard’s global alignment around these imperatives continues to drive further value in many areas of the business.

Operational and Strategic Initiatives

As part of Cooper Standard’s world-class operations, the Company leverages its CSOS (Cooper Standard Operating System) to drive growth and maintain global consistency across engineering design, program management, manufacturing process, purchasing and IT systems. Standardization across all regions is particularly crucial to supporting customers’ global platforms that require the same design, quality and delivery standards worldwide. Cooper Standard is also implementing digital technologies across manufacturing, from core enterprise systems to advanced analytics and artificial intelligence (“A.I.”). Our strategy leverages enterprise resource planning (“ERP”) standardization, A.I.-assisted manufacturing, and smart factory principles to create a highly data-driven, automated, and efficient production environment. Through these initiatives, the Company has successfully utilized CSOS to achieve an average annual savings of approximately $40 million each of the past five years by enhancing operational efficiency.

We also utilize A.I. systems for automated process control in polymer extrusion and other continuous manufacturing processes to help reduce process variation, improve product quality, and enhance operational efficiency. To support the deployment of these technologies and evaluate potential commercial applications, the Company formed Liveline Technologies Inc. as a wholly-owned subsidiary.

In addition, as part of our continued focus on sustainability and corporate responsibility, the Company’s Global Sustainability Council provides executive-level oversight for our sustainability strategy to help ensure alignment and integration with business goals and stakeholder priorities. The council maintains a holistic look at the Company’s environmental, social and governance initiatives, tracking rapidly-evolving best practices and regulations to further support our long-term strategic goals.

Cooper Standard continues to advance its diversification strategy through its ISG business, which is charged with accelerating and maximizing expertise in the Company’s core product types for applications in the industrial and specialty markets. The Company also drives growth and diversification through its applied materials science offerings, which include the Fortrex™ chemistry platform that provides performance advantages while also significantly reducing carbon footprint.

Leveraging Technology and Materials Science for Innovative Solutions

We use our technical and materials science expertise to provide customers with innovative and sustainable product solutions. Our engineers use the results of advanced computational simulations and incorporate a broad understanding of materials science to design products which meet or exceed our customers’ stringent requirements. We believe our reputation for successful innovation in product design and materials is the reason our customers consult us early in the development and design process of their next-generation vehicles or products.

Cooper Standard uses its i3 Innovation Process (Imagine, Initiate and Innovate) as a key mechanism to capture novel ideas while promoting a culture of innovation. Our global product line teams and Global Technology Council carefully evaluate these ideas, selecting the most promising ones for accelerated development. We are continuously cultivating innovative technologies based on materials expertise, process know-how, and application vision, which may drive future product direction. We have developed several significant technologies, especially related to advanced materials, processing and weight reduction. These include: FlexiCore®, a thermoplastic body seal that replaces traditional metal carriers in vehicle on-body seals with a more eco-friendly, lightweight plastic; FlushSeal™, an advanced integrated solution for frame-under-glass static sealing systems offering better appearance, improved aerodynamics, quieter ride and reduced weight; TPE body seal, a next generation body seal that replaces traditionally less sustainable EPDM and metal with recyclable thermoplastic materials which save significant component weight; eCoFlow™ switch pump, a solution that offers features of both an electric water pump and electronically driven valve in a single integrated coolant control module; plastic coolant hub, a solution that combines many fluid handling components and a uniquely integrated pressure balancing feature into a sophisticated centralized compact plastic manifold; MagAlloy® brake tube coating, a processing technology for brake lines that increases long-term durability through superior corrosion resistance; and Easy-Lock® quick connect, a small package coolant and fuel vapor quick connect. Given the trajectory and anticipated future growth of electric vehicles, Cooper Standard has developed innovations to provide lightweight plastic tubing with our PlastiCool® 2000, smooth and convoluted mid-temperature multilayer tubing, and our next-generation Ergo-Lock® and Ergo-Lock® + VDA quick connectors for glycol thermal management needs.

Cooper Standard is strategically integrating digital tools and advanced analysis to help deliver the best solutions. We offer advanced computer-aided engineering and digital simulations for engineered solutions. In addition, our team of experts has developed digital tools that enable them to conduct prototype testing without the need for physical samples, resulting in sustainability benefits. We can provide up to 100% virtual testing of the products we produce.

We incorporate A.I. technologies across several aspects of our business where they provide measurable operational benefits. These include proprietary A.I.-based tools such as Formulink, which supports the development of polymer compounds, and virtual validation models that assist in evaluating product performance and reducing physical testing requirements.

In addition, the Company applies automation and A.I. to internal productivity and decision‑support activities across various functions, including engineering, finance, manufacturing, purchasing, cybersecurity, and information technology operations. These agentic A.I. systems operate within the Company’s established governance and security frameworks for responsible A.I. use.

Our innovations are receiving industry recognition. Our FlexiCore® Thermoplastic Body Seal received the SAA Innovations in Lightweighting Award in 2024 and was named a 2025 Automotive News PACE Pilot finalist. Cooper Standard earned an Environment + Energy Leader Award in 2022 for our Fortrex® chemistry platform, in addition to being named a General Motors Overdrive Award winner in the ‘Sustainability’ category in 2021, a 2018 Automotive News PACE Award winner, and a 2018, 2019, and 2023 Society of Plastics Engineers Innovation Award finalist. Cooper Standard’s A.I.-enhanced development cycle for polymer compound development was named a finalist for the 2019 Automotive News PACE Awards.

In 2025, our quick connector with integrated temperature sensor was recognized as a 2025 Society of Plastics Engineers (SPE) Automotive Innovation Award finalist. In 2024, our Plastic Coolant Hub Technology was selected as a 2024 Automotive Innovation Award winner in the Powertrain category and our eCoFlow™ Switch Pump was named as a 2025 Automotive News PACE Pilot Award winner. Cooper Standard’s fluid handling products were also selected as the Society of Plastics Engineers 2022 Automotive Innovation Award winner in the Material category for our innovative battery electric vehicle thermoplastic thermal management solution utilizing PlastiCool® 2000 multilayer tube and Ergo-Lock® connectors.

Industry

The automotive industry is one of the world’s largest and most competitive markets. Consumer demand for new vehicles largely determines sales and production volumes of global OEMs. The business and commercial environment in each region also plays a role in vehicle demand as it relates to fleet vehicle sales and industrial-use vehicles such as light and heavy trucks.

OEMs compete for market share in a variety of ways including pricing and incentives, the development of new, more attractive models, branding and advertising, and the ability to customize vehicle features and options to meet specific consumer needs or demands. They rely heavily on thousands of specialized suppliers to provide the many distinct components and systems that comprise the modern vehicle. They also rely on these automotive suppliers to develop technological innovations that will help them meet internal and consumer demands as well as regulatory requirements.

The supplier industry is a highly competitive industry and is generally characterized by high barriers to entry, significant start-up costs and long-standing customer relationships. The criteria by which OEMs judge automotive suppliers include quality, price, service, launch performance, design and engineering capabilities, innovation, timely delivery, financial stability, global footprint and sustainability. Over the last decade, the most successful suppliers have been able to achieve manufacturing scale globally, reduce structural costs, diversify their customer base and provide innovative, value-added technologies.

The technology of today’s vehicles is evolving rapidly. This evolution is being driven by many factors including consumer preferences and social behaviors, a competitive drive for differentiation, regulatory requirements and environmental impact and safety. Cooper Standard supports these trends by providing innovations that reduce weight, increase life-cycle and durability, reduce interior noise, enhance exterior appearance, simplify the manufacturing and assembly process, and help reduce a vehicle’s environmental impact. These are innovations that can be applicable and valuable to virtually any vehicle (including internal combustion, hybrid or battery electric powertrains) or vehicle manufacturer and, in many cases, can also be transferred to non-automotive applications in adjacent markets. Cooper Standard remains closely aligned with our customers and is prepared to meet their evolving needs as they shift their fleets and offer more electric vehicle (“EV”) and hybrid options. We are focused on growing our business in the EV segment by leveraging our technology and innovation to provide value-add solutions for increasingly specialized technical requirements.

Markets Served

Our automotive business is focused on the passenger car and light truck market, up to and including Class 3 full-size, full-frame trucks, better known as the global light vehicle market. This is our largest market and accounts for approximately 96% of our global sales.

Customers

We are a leading supplier to numerous OEMs and are increasing our presence with major OEMs throughout the world. The following charts show the percentage of sales to our top customers for the years ended December 31, 2025, 2024 and 2023:

Our other customers include OEMs such as BMW, Jaguar/Land Rover, Toyota, Hyundai, Honda, and Rivian, among others. Our OEM customers in China include BYD, Geely, and Chery, among others. Our business with any given customer is typically split among several contracts for different parts on a number of platforms.

Products

Our product lines include sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems). These products are produced and supplied globally to a broad range of customers in multiple markets.

In addition to these product lines, we also sell our core products into other adjacent markets. The percentage of sales by product line and other markets for the years ended December 31, 2025, 2024 and 2023 are as follows:

Product Lines

Market Position

SEALING SYSTEMS

Protect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface treatment.

Global leader

Products:

–

Fortrex® materials platform

–

FlexiCore® Thermoplastic Body Seal

–

Dynamic seals

–

FlushSeal™ sealing systems

–

Static seals

–

Variable extrusion

–

Encapsulated glass

–

Specialty sealing products

–

Tex-A-Fib® (Textured Surface with Cloth Appearance)

–

Decorative trims

–

Obstacle Detection Sensor system

–

Frameless Systems

FLUID HANDLING SYSTEMS

Fuel and Brake Delivery Systems: Sense, deliver and control fluid and fluid vapors for fuel and brake systems.

Top 2 globally

Products:

–

Chassis & tank fuel lines & bundles (fuel lines, vapor lines & bundles)

–

Direct injection & port fuel rails (fuel rails & fuel charging assemblies)

–

Metallic brake lines and bundles

–

MagAlloy® brake tube coating

–

Quick connectors

–

ArmorTube™ brake tube coating

–

Low oligomer multi-layer convoluted tube

–

Series 300 and S300LT (low temperature) quick connects

–

Brake jounce lines

–

Gen III Posi-Lock® quick connects

Fluid Transfer Systems: Sense, deliver, connect and control fluid delivery for optimal thermal management, powertrain and HVAC operation.

Top 3 globally

Products:

–

eCoFlow™ switch pump

–

Secondary air hoses

–

Heater/coolant hoses

–

Brake and clutch hoses

–

Quick connects (SAE and VDA)

–

Easy-Lock® quick connect

–

Diesel particulate filter (DPF) lines

–

Ergo-Lock® VDA quick connect

–

Charge air cooler ducts/assemblies

–

Ergo-Lock® + VDA quick connect

–

Charged air cooling (air intake and discharge)

–

PlastiCool® 2000 multi-layer tubing for glycol thermal management

–

Transmission oil cooling hoses

–

Plastic coolant hub

–

Multilayer tubing for glycol thermal management

–

TC3000 transmission oil cooling plastic tubing

–

PlastiCool® 5000 high temperature MLT

Competition

We believe that the principal competitive factors in our industry are quality, price, service, launch performance, design and engineering capabilities, innovation, timely delivery, financial stability, global footprint and sustainability. We believe that our capabilities in these core competencies are integral to our position as a market leader in each of our product lines. Our sealing systems products compete with Toyoda Gosei, Henniges, Hutchinson, Standard Profil, HSR&A, SaarGummi and JianXin, among others. Our fluid handling systems products compete with TI Automotive, Akwel, Hutchinson, Chinaust, Sulian, Sanoh, SFC, Teklas, Tristone, and HSR&A, among others.

Joint Ventures and Strategic Alliances

Joint ventures represent an important part of our business, both operationally and strategically. We have utilized joint ventures to enter and expand in geographic markets such as China, India and Thailand, to acquire new customers and to develop new technologies. When entering new geographic markets, teaming with a local partner can reduce capital investment by

leveraging pre-existing infrastructure. In addition, local partners in these markets can provide knowledge and insight into local practices and access to local suppliers of raw materials and components.

The following table shows our significant unconsolidated joint ventures as of December 31, 2025:


Country	Name	Products	Ownership Percentage
Thailand	Nishikawa Tachaplalert Cooper Ltd.	Sealing systems	20%
India	Polyrub Cooper Standard FTS Private Ltd.	Fluid transfer systems	35%
United States	Nishikawa Cooper LLC	Sealing systems	40%
China	Yantai Leading Solutions Auto Parts Co., Ltd.	Fuel and brake delivery systems	50%
China	Cooper Standard Sealing (Guangzhou) Co. Ltd.	Sealing and fluid transfer systems	51%

Research and Development

We have a dedicated team of technical and engineering resources for each product line, some of which are located at our customers’ facilities. We utilize simulation, digital tools, best practices, standardization and track key process indicators to drive efficiency in execution with an emphasis on manufacturability and quality. Our development teams work closely with our customers to design and deliver innovative solutions, unique for their applications. Amounts spent on engineering, research and development, and program management were as follows:


Year	Amount	Percentage of Sales
(Dollar amounts in millions)
2025	$80.6	2.9%
2024	$82.8	3.0%
2023	$84.1	3.0%

Intellectual Property

We believe that one of our key competitive advantages is our ability to translate customer needs and our ideas into innovation through the development of intellectual property. We hold a significant number of patents and trademarks worldwide.

Our patents are grouped into two major categories: (1) specific product invention claims and (2) specific manufacturing processes that are used for producing products. The vast majority of our patents fall within the product invention category. We consider these patents to be of value and seek to protect our rights throughout the world against infringement. While in the aggregate these patents are important to our business, we do not believe that the loss or expiration of any one patent would materially affect our Company. We continue to seek patent protection for our new products, and we develop significant technologies that we treat as trade secrets and choose not to disclose to the public through the patent process. These technologies nonetheless provide significant competitive advantages and contribute to our global leadership position in various markets. We believe that our trademarks, including FlexiCore® Thermoplastic Body Seal, eCoFlow™ switch pump, FlushSeal™ sealing systems, Gen III Posi-Lock® quick connects, Easy-Lock® quick connect, MagAlloy® brake tube coating, Ergo-Lock® + VDA quick connect, PlastiCool® 2000 multi-layer tubing for glycol thermal management and Fortrex® materials platform, help differentiate us and lead customers to seek our partnership.

We also have technology sharing and licensing agreements with various third parties, including Nishikawa Rubber Company, one of our joint venture partners in sealing products. We have mutual agreements with Nishikawa Rubber Company for sales, marketing and engineering services on certain sealing products. Under those agreements, each party pays for services provided by the other and royalties on certain products for which the other party provides design or development services. We also have licensing and joint development agreements for commercial applications of our Fortrex™ chemistry platform in non-automotive industries.

Innovation, Materials, and Product Lifecycle

The global transition toward a lower-carbon, more circular economy continues to shape our industry and the markets in which we operate. The international response to risks and opportunities of climate change is transforming our global economy. Our most significant opportunity to contribute is by reducing the environmental impact of our products and manufacturing processes. We purposefully apply sustainable principles in the design and production of our products, reducing the environmental impact from sourcing through end-of-life. These efforts also enable our customers to reduce their own environmental footprints.

When obtaining or innovating materials for our products, we seek to sustainably source raw materials, increase the use of recycled content or recyclable material where feasible, reduce the use of hazardous chemicals wherever possible, and ensure proper disclosure of restricted materials to customers and regulators. We believe our culture of innovation is a key differentiator, enabling us to compete and succeed within an increasingly dynamic global market.

Supplies and Raw Materials

Cooper Standard is committed to building and maintaining strong relationships with our supply partners. We recognize the importance of engaging with suppliers to create value for our customers.

The principal raw materials for our business include rubber, carbon black, process oils, and plastic resins. Principal procured components are primarily made from plastic, carbon steel, aluminum and stainless steel. We manage the procurement of our direct and indirect materials to assure supply continuity and to obtain the most favorable total cost. Procurement arrangements include short-term and long-term supply agreements that may contain formula-based pricing tied to commodity indices. These arrangements provide quantities needed to satisfy normal manufacturing demands. We believe we have adequate sources for the supply of raw materials and components for our products with suppliers located around the world.

Our business is susceptible to inflationary pressures with respect to raw materials. Abrupt changes in the market prices or availability of certain key raw materials may result in operational and profitability challenges for the Company and the industry as a whole. Cooper Standard has historically worked with customers to implement or expand index-based commercial agreements that have enabled us to partially mitigate the impact of volatile material markets.

Seasonality

Within the automotive industry, sales to OEMs are often lowest in the months preceding model changeovers or during planned assembly plant shutdowns. Automotive production typically slows during July, August and during year-end holidays, and our quarterly results may reflect these seasonal patterns. However, broader economic conditions and shifts in consumer demand may influence or alter the industry's traditional seasonality. In recent years, global light vehicle production, inventory levels, and consumer demand experienced significant disruptions that diverged from historic norms. Prolonged supply chain challenges further constrained output, limiting automotive OEMs’ ability to rebuild inventory and respond to accumulated consumer demand. As supply chain pressures eased, production and inventory levels gradually returned to a more typical balance. Although overall production volumes remain below earlier historical levels, seasonality of automotive production has largely normalized.

Backlog

Our OEM sales are generally based upon purchase orders issued by the OEMs, with updated releases for volume adjustments. As such, we typically do not have a firm and definitive backlog of orders at any point in time. Once selected to supply products for a particular platform, we typically supply those products for the platform life, which is normally five to eight years, though this term is not guaranteed. In addition, when we are the incumbent supplier for a given platform, we believe we have a competitive advantage in winning the redesign or replacement platform, although future awards are not guaranteed.

Human Capital and Safety

As of December 31, 2025, we had approximately 22,000 employees, including 4,000 contingent workers. We believe that we maintain good relations with both our union and non-union employees and, in the past ten years, have not experienced any major work stoppages.

Our people have always been the driving force of value at Cooper Standard. We continue to embrace new ways of working, and our unwavering dedication to keeping our employees healthy and safe has only made them more critical to our success. We accomplish this by developing the capabilities of our employees through continuous learning and performance management processes. Additionally, building an internal talent pipeline supports the achievement of this priority. In 2025, our internal fill rate was approximately 74%. This metric, which is based on salaried, director-level positions and above, helps us to understand where employees are advancing in their careers and the effectiveness of our internal development programs. For 2025, our combined voluntary and involuntary salaried employee turnover rate was approximately 12%. We believe that our culture and continued effort to provide our employees with growth opportunities contributes to retaining our strong talent.

In addition, we aim to diversify our workforce because we recognize the value of engaging different opinions and backgrounds in a global company. We are committed to recruiting, developing and retaining a high-performing and diverse workforce. A global measurement for our diversity is women in the company and women in leadership. In 2025, women made up approximately 40% of our workforce. Of our leadership positions, defined as vice president positions and above, women held approximately 23% of such roles.

Safety remains a top priority and primary focus of management. An emphasis on reducing workplace incidents helps Cooper Standard to maintain a safe workforce and continue to deliver world-class results for product quality. In 2025, our total incident rate (“TIR”) was 0.24, which represents an Occupational Safety and Health Administration measurement of recordable injuries x 200,000 / total hours worked. Based on our review of industry peer sustainability reports, we have a lower TIR relative to our peer group and better than our world-class benchmark.

Community Involvement

Supported by the Cooper Standard Foundation, our employees are highly engaged in their local communities. The Foundation’s mission is to strengthen the communities where Cooper Standard employees work and live through the passionate support of children’s charities, education, health and wellness, and community revitalization. The Cooper Standard Foundation is a 501(c)(3) organization with oversight by its Board of Trustees and Philanthropic Committee. For more information on the Company’s community involvement, please visit our Corporate Responsibility Report located on the Cooper Standard website.

Sustainability

Cooper Standard integrates sustainability into its core business strategy to drive long-term value, maintain regulatory compliance and meet stakeholder expectations. The Board of Directors of the Company (the “Board”) oversees the Company’s environmental, social and governance strategy to ensure alignment with long-term objectives. Specific responsibilities are delegated across Board committees, and all directors receive regular updates through a structured calendar of key dates and developments. The Nominating and Corporate Governance Committee of the Board reviews environmental, social and governance topics at least annually and the Company provides updates on its performance annually through its Corporate Responsibility Report.

In 2025, Cooper Standard was named to Newsweek’s list of America’s Most Responsible Companies for the seventh consecutive year and recognized on the USA Today America’s Best Climate Leaders 2025 list for the second consecutive year. Additionally, Nissan honored the Company for its sustainability and socially responsible practices as did EcoVadis. These awards are a further testament to Cooper Standard’s commitment to driving value for all of our stakeholders including the communities we live and operate in.

Cooper Standard considers itself a steward of the environment, and we actively monitor the impact of our business and products. We prioritize our environmental management as a means of driving and sustaining excellence. In 2025, we established ambitious targets to achieve carbon neutrality in Europe by 2040 and globally by 2050, reinforcing our commitment to reducing greenhouse gas emissions and supporting a sustainable future. We are subject to a broad range of federal, state, and local environmental and occupational safety and health laws and regulations in the United States and other countries, including regulations governing: emissions to air, discharges to water, noise and odor emissions; the generation, handling, storage, transportation, treatment, reclamation and disposal of chemicals and waste materials; the cleanup of contaminated properties; and human health and safety. We have made, and will continue to make, expenditures to comply with environmental requirements. While our 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 our financial condition, such costs could be material to our financial statements in the future. Further details regarding our commitments and contingencies are provided in Note 20. “Contingent Liabilities” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K (the “Report”).

Market Data

Certain market data and other statistical information used throughout this Annual Report on Form 10-K is based on data from independent firms such as S&P Global, among others. Other data is based on good faith estimates, which are derived from our review of internal analyses, as well as third-party sources. Although we believe these third-party sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. To the extent that we have been unable to obtain information from third-party sources, we have expressed our belief on the basis of our own internal analyses of our products and capabilities in comparison to our competitors.

Available Information

We make available free of charge on our website (www.cooperstandard.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (“SEC”). Our reports filed with the SEC also may be found on the SEC’s website at www.sec.gov. We may also use our website as a

distribution channel of material company information. Neither the information on our website nor the information on the SEC’s website is incorporated by reference into this Report unless expressly noted.

Forward-Looking Statements

This Annual Report on Form 10-K 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; the effects of the current U.S. government shutdown and its impact on our customers; 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; 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.

You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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.

Item 1A. Risk Factors

We have listed below (not necessarily in order of importance or probability of occurrence) the most significant risk factors that could cause our actual results to vary materially from recent or anticipated results and could materially and adversely affect our business, results of operations, financial condition and cash flows.

Operational Risks

Changes in U.S. or foreign trade policies, including the imposition of tariffs on imported goods and other trade restrictions, as well as uncertainty over such actions, may adversely impact our business and financial performance.

We obtain raw materials, components and other products and services from numerous suppliers and other vendors throughout the world. Changes in laws or policies governing the terms of foreign trade and, in particular, increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products or from where we import products or raw materials could have an impact on our competitive position, business operations and financial performance.

Recently, the U.S. government announced substantial changes in U.S. trade policy and U.S. trade agreements, including the initiation of tariffs and trade restrictions on certain foreign goods. In response to these tariffs, certain foreign governments subject to such tariffs, including China, have retaliated by imposing tariffs on certain U.S. goods, which could represent near-term challenges to our industry. Increased retaliatory tariffs imposed by other countries on U.S. exports, further increases in U.S. tariffs, and the uncertainties surrounding domestic and foreign tariffs could require us to increase our prices, which could decrease demand for our products, and in certain cases, the Company may be unable to pass along such increased costs to our customers. We are actively monitoring and evaluating the development and potential impacts of tariffs on our supply chain and results of operations. While the Company continues to assess these developments, it may not be able to fully mitigate the effects of any prolonged tariffs or trade disputes.

Further, additional trade restrictions could be adopted with little to no advanced notice, and we may not be able to effectively mitigate the adverse impacts from those such measures. Political uncertainty surrounding trade or other international disputes also could have a negative impact on consumer confidence and willingness to spend money, which could impair our business. We cannot predict whether, and to what extent, there may be changes to international trade agreements, such as those between the U.S. and China, or whether, or to what extent, additional tariffs, taxes on imports or other restrictions will be changed or imposed by the U.S. or by other countries. Any of these events could increase the cost of our products, create disruptions to our supply chain and impair our ability to effectively operate and compete in the countries where we do business.

Our business, financial condition and results of operations may be adversely impacted by the effects of inflation.

Inflation has the potential to adversely affect our business, financial condition and results of operations by increasing our overall cost structure. Other inflationary pressures could affect wages, the cost and availability of components and raw materials and other inputs and our ability to meet customer demand. Inflation may further exacerbate other risk factors, including supply chain disruptions, risks related to international operations and the recruitment and retention of qualified employees. If we are unsuccessful in negotiating pricing adjustments with our customers to raise the prices of our products sufficiently to keep up with the rate of inflation, our profit margins and cash flows may be adversely affected.

Increases in the costs, or reduced availability, of raw materials and manufactured components may adversely affect our profitability.

Raw material costs have recently been volatile which has been further exacerbated by the changes to U.S. policies related to global trade and increased tariffs and trade restrictions. The principal raw materials to produce our products include rubber, carbon black, process oils, and plastic resins. Principal procured components are primarily made from plastic, carbon steel, aluminum and stainless steel. Material costs represented approximately 52% of our total cost of products sold in 2025. The costs and availability of raw materials and manufactured components could continue to fluctuate due to factors beyond our control, such as other geopolitical events and the effects of climate change. Changes in global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters may adversely affect the availability or pricing for certain raw materials.

A significant increase in the price of raw materials, or a restriction in their availability, could materially increase our operating costs and adversely affect our profitability because it is generally difficult to pass through these increased costs to our customers. While we entered into index pricing agreements with some of our customers which provide for a price adjustment based on quoted market prices to attempt to address some of these risks (primarily with respect to steel and rubber), there can be no assurance that commodity price fluctuations will not adversely affect our results of operations and cash flows. In addition,

while the use of index pricing adjustments may provide us with some protection from adverse fluctuations in commodity prices, by utilizing these instruments, we potentially forego the benefits that might result from favorable fluctuations in price.

Disruptions in the supply chain could have an adverse effect on our business, financial condition, results of operations and cash flows.

We obtain components and other products and services from numerous suppliers and other vendors throughout the world. We are responsible for managing our supply chain, including suppliers that may be the sole sources of products that we require, that our customers direct us to use or that have unique capabilities that would make it difficult and/or expensive to re-source. In certain instances, entire industries may experience short-term capacity constraints. Any significant disruptions in the automotive industry due to industry-wide parts shortages, global supply chain constraints and price volatility due to increased tariffs and trade restrictions could adversely affect our operations and financial performance. Uncertain economic or industry conditions resulting from such supply chain constraints and trade disputes could result in financial distress within our supply base, thereby further increasing the risk of supply disruption. Furthermore, any economic downturn or other unfavorable conditions in one or more of the regions in which we operate could cause supply disruptions and thereby adversely affect our financial condition, operating results and cash flows.

Work stoppages or other disruptions to our operations could negatively affect our operations and financial performance.

We may experience work stoppages caused by labor disputes under existing collective bargaining agreements or in connection with the negotiation of new agreements given that we have a number of agreements that expire in any given year. Further, there is no certainty that we will be successful in negotiating new collective bargaining agreements that extend beyond the current expiration dates or that new agreements will be on terms as favorable to us as past labor agreements. In addition, it is possible that our workforce will become more unionized in the future. Unionization activities could increase our costs, which could negatively affect our results of operations.

Our operations may also be disrupted by other labor issues, including absenteeism, public health events and government restrictions; major equipment failure with prolonged downtime or a complete loss of critical equipment where either no other comparable equipment exists or the remaining equipment does not have enough capacity to pick up the demand; plant closures or disruptions caused by natural or other disasters; disruptions caused by cybersecurity attacks; or any similar disruptions at one or more of our suppliers or our customers’ suppliers if an alternative source of supply were not readily available. Additionally, similar disruptions at our customers’ facilities could result in reduced demand for our products causing us to delay or cancel production. Any significant disruption to our production could negatively affect our operations, customer relationships and financial performance.

A disruption in, or the inability to successfully implement upgrades to, our information technology systems, including disruptions relating to cybersecurity as well as data privacy concerns, could adversely affect our business and financial performance.

We rely upon information technology networks, systems and processes, including the information technology networks of third parties such as suppliers and joint venture partners, to manage and support our business. We have implemented a number of procedures and practices designed to protect against breaches or failures of our systems. Despite the security measures that we have implemented, including those measures to prevent cyber-attacks, our systems could be breached or damaged by computer viruses or unauthorized physical or electronic access. Like other public companies, our computer systems and those of our third-party vendors, partners and service providers are regularly subject to, and will continue to be the target of, computer viruses, malware or other malicious codes (including ransomware), unauthorized access, cyber-attacks or other computer-related penetrations (including through the use of A.I.) which may cause disruptions to our operations. While we have experienced threats to our data and systems, to date, we are not aware that we have experienced a cybersecurity incident that has materially affected our business strategy, results of operations, or financial condition. Over time, however, the sophistication of these threats continues to increase. The preventative actions we take to reduce the risk of cyber incidents and protect our information may be insufficient. A breach of our information technology systems, or those of the third parties on whom we rely, could result in theft of our intellectual property, disruption to business or unauthorized access to customer or personal information. Such a breach could adversely impact our operations and or our reputation and may cause us to incur significant time and expense to cure or remediate the breach.

Further, we continually update and expand our information technology systems to enable us to run our business more efficiently, including the potential incorporation of traditional and generative A.I. solutions into our information systems and processes. The increasing use and evolution of this technology creates potential risks for loss or misuse of sensitive Company data that forms part of any data set that was collected, used, stored, or transferred to run our business, and unintentional dissemination or intentional destruction of confidential information stored in our or our third party providers' systems, portable media or storage

devices. All of these risks have the potential to result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims. In addition, if the content, analyses, or recommendations that A.I. programs assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations and our reputation may be adversely affected. If our information technology systems and infrastructure are not maintained or implemented successfully and in a timely, cost-effective, compliant and responsible manner, our operations and business could be disrupted and our ability to report accurate and timely financial results could be adversely affected.

Our Company’s, our suppliers’ or our customers’ and their supplier’s inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance.

In connection with the award of new business, we may obligate ourselves to deliver new products that are subject to our customers’ timing, performance and quality standards. Given the number and complexity of new program launches, we may experience difficulties managing product quality, timeliness and associated costs. In addition, new program launches require a significant ramp up of costs. Our sales related to these new programs generally are dependent upon the timing and success of our customers’ introduction of new vehicles. Our inability, and that of our suppliers and customers and our customers’ suppliers, to effectively manage the timing, quality and costs of these new program launches could adversely affect our financial condition, operating results and cash flows.

Our success depends in part on our development of improved products, and our efforts may fail to meet the needs of customers on a timely or cost-effective basis.

Our continued success depends on our ability to maintain advanced technological capabilities and knowledge necessary to adapt to changing market demands, as well as to develop and commercialize innovative products. We may be unable to develop new products successfully or to keep pace with technological developments by our competitors and the industry in general, which in recent years includes the rapid development and rising use of digital, A.I. and machine learning technologies. In addition, we may develop specific technologies and capabilities in anticipation of customers’ demands for new innovations and technologies. If such demand does not materialize, we may be unable to recover the costs incurred in the development of such technologies and capabilities. If we are unable to recover these costs or if any such programs do not progress as expected, our business, results of operations and financial condition could be adversely affected.

We may incur material losses and costs as a result of product liability and warranty and recall claims that may be brought against us.

We may be exposed to product liability and warranty claims in the event that our products actually or allegedly fail to perform as specified or expected or the use of our products results, or is alleged to result, in bodily injury and/or property damage. Accordingly, we could experience material warranty or product liability expenses in the future and incur significant costs to defend against these claims. In addition, if any of our products are, or are alleged to be, defective, we may be required to participate in a recall of that product if the defect or the alleged defect relates to automotive safety. Product recalls could cause us to incur material costs and could harm our reputation or cause us to lose customers, particularly if any such recall causes customers to question the safety or reliability of our products. Also, while we possess considerable historical warranty and recall data with respect to the products we currently produce, we do not have such data relating to new products, assembly programs or technologies, including any new fuel and emissions technology and systems being brought into production, to allow us to accurately estimate future warranty or recall costs.

In addition, the increased focus on systems integration platforms utilizing fuel and emissions technology with more sophisticated components from multiple sources could result in an increased risk of component warranty costs over which we have little or no control and for which we may be subject to an increasing share of liability to the extent any of the other component suppliers are in financial distress or are otherwise incapable of fulfilling their warranty or product recall obligations. Our costs associated with providing product warranties and responding to product recall claims could be material. Product liability, warranty and recall costs may adversely affect our business, results of operations and financial condition.

Our commitment to drive value through culture, innovation and results is dependent on our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce.

Our people are the driving force behind our success at Cooper Standard. Our ability to pursue breakthrough technology innovations, implement cutting-edge manufacturing and business processes, and achieve our operating and strategic goals is dependent on the engagement, skills, experience and knowledge of our employees. Any failure or delay in attracting, retaining and developing such a workforce, including the loss of key technological and leadership personnel, could adversely impact our business, financial condition and operating results.

Our financial condition and results of operations have been previously, and may in the future be, adversely affected by public health events.

We could face risks related to public health events, including epidemics and pandemics. Preventative measures taken to contain or mitigate public health events may materially impact our financial condition and operations results due to shutdowns of our and our customers’ and suppliers’ facilities; increased operating and production costs; disruptions and financial distress in the supply chain; disruptions in our production cycle; lost or absent members of the workforce; a decline in demand due to an economic downturn; and inability to access capital due to disruptions in the global financial markets.

The full impact of a public health event on our financial condition and operations results will depend on various factors, such as the ultimate duration and scope of the crisis, its impact on our customers, suppliers and logistics partners, how quickly normal operations can resume and the duration and magnitude of the economic downturn caused by the health crisis in our key markets. A public health event may also exacerbate the other risks disclosed in this Item 1A. Risk Factors.

Strategic Risks

We are highly dependent on the automotive industry. A prolonged or material contraction in automotive sales and production volumes could adversely affect our business, results of operations and financial condition.

Automotive sales and production are cyclical and depend on, among other things, general economic conditions and consumer spending, vehicle demand and preferences (which can be affected by a number of factors, including fuel costs, employment levels and the availability of consumer financing). These factors could make it difficult for us, our suppliers and our customers to forecast accurately and plan future business activities. As the volume of automotive production and the mix of vehicles produced fluctuate, the demand for our products also fluctuates. Prolonged or material contraction in automotive sales and production volumes, or significant changes in the mix of vehicles produced, could cause our customers to reduce orders of our products, which could adversely affect our business, results of operations and financial condition and our ability to provide accurate forecasts and guidance.

We are subject to other risks associated with our international operations.

We have significant manufacturing operations outside the United States, including joint ventures and other alliances. Our operations are located in 20 countries, and we export to several other countries. In 2025, approximately 78% of our sales were attributable to products manufactured outside the United States. Risks inherent in our international operations include:

•currency exchange rate fluctuations, currency controls and restrictions, and the ability to hedge currencies;

•changes in laws and regulations, including laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs, or taxes or the imposition of embargoes on imports from countries where we manufacture products;

•changes in local economic conditions;

•repatriation restrictions or requirements, including tax increases on remittances and other payments by our foreign subsidiaries;

•global sovereign fiscal uncertainty and hyperinflation in certain foreign countries;

•operating in foreign jurisdictions where the ability to protect and enforce our intellectual property rights is limited as a statutory or practical matter;

•exposure to possible expropriation or other government actions;

•disease, pandemics or other severe public health events; and

•the current geopolitical uncertainty around the world, and the potential exposure to local political or social unrest resulting from acts of war, terrorism, or similar events.

The occurrence of any of these risks may adversely affect the results of operations and financial condition of our international operations and our business as a whole.

In addition, we are subject to the Foreign Corrupt Practices Act (the “FCPA”) and other laws which prohibit improper payments to foreign governments and their officials by U.S. and other business entities. Certain of the countries in which we operate present heightened corruption risks, which therefore increases the risks of our exposure under the FCPA and other applicable anti-bribery and corruption laws and regulations.

We may not realize sales represented by awarded business, which could adversely affect our business, financial condition, results of operations and cash flows.

The realization of future sales from awarded business is subject to risks and uncertainties inherent in the cyclicality of vehicle production. In addition, our customers generally have the right to resource awarded business without penalty. Therefore, the ultimate amount of our sales is not guaranteed. If actual production orders from our customers are not consistent with the projections we use in calculating the amount of awarded business, we could realize substantially less sales and profit over the life of these awards than currently projected.

Pricing pressures and other commercial adjustments may adversely affect our business.

Upfront and ongoing pricing strategies and demands could result in either unsatisfactory profitability, loss of replacement or targeted business, and/or exposure to competitive challenges and resourcing. Further, the automotive industry continues to experience aggressive pricing pressure from customers. Vehicle manufacturers often seek price reductions in both the initial bidding process and during the term of the contract and may seek other commercial adjustments, including but not limited to new or adjusted demands relating to annual commercial productivity, quality standards, research and development funding, packaging and materials and demands for the Company to share in productivity and efficiency savings in excess of our cost reduction targets. Price reductions historically have adversely impacted our sales and profit margins and may do so in the future. If we are not able to offset price reductions through improved operating efficiencies and reduced expenditures, those price reductions may have a negative impact on our financial condition.

Our business could be adversely affected if we lose any of our largest customers or significant platforms.

While we provide parts to virtually every major global OEM for use on a wide range of different platforms, sales to our three largest customers, Ford, GM, and Stellantis, on a worldwide basis represented approximately 56% of our sales for the year ended December 31, 2025. Our ability to reduce the risks inherent in certain concentrations of business will depend, in part, on our ability to continue to diversify our sales on a customer, product, platform and geographic basis. Although business with each customer is typically split among numerous contracts, the loss of a major customer, significant reduction in purchases of our products by such customer, or any discontinuance or resourcing of a significant platform could adversely affect our business, results of operations and financial condition.

We operate in a highly competitive industry and efforts by our competitors to gain market share could adversely affect our financial performance.

The automotive parts industry is highly competitive. We face numerous competitors in each of our product lines. In general, there are three or more significant competitors and numerous smaller competitors for most of the products we offer. We also face competition for certain of our products from suppliers producing in lower-cost regions such as Asia and Eastern Europe. Our competitors’ efforts to grow market share could exert downward pressure on the pricing of our products and our margins, or result in the resourcing of platforms by our customers.

The benefits of our continuous improvement programs and other cost savings plans may not be fully realized.

Our operations strategy includes continuous improvement programs and implementation of lean manufacturing tools across all facilities to achieve cost savings and increased performance. Further, we have and may continue to initiate restructuring actions designed to improve future profitability and competitiveness. The cost savings that we anticipate from these initiatives may not be achieved on schedule or at the level we anticipate and could be negatively impacted by lower-than-expected production volumes. If we are unable to realize these anticipated savings, our operating results and financial condition may be adversely affected.

We may continue to incur significant costs related to manufacturing facility closings or consolidation which could have an adverse effect on our financial condition.

If we close or consolidate manufacturing locations, the exit costs associated with such closures or consolidation, including employee termination costs, may be significant. Such costs could negatively affect our cash flows, results of operations and financial condition.

A portion of our operations are conducted by joint ventures which have unique risks.

Certain of our operations are carried out by joint ventures. In joint ventures, we share the management of the company with one or more partners who may not have the same goals, resources or priorities as we do. The operations of our joint ventures are subject to agreements with our partners, which typically include additional organizational formalities as well as requirements to share information and decision making and may also limit our ability to sell our interest. Additional risks include one or more

partners failing to satisfy contractual obligations, a change in ownership of any of our partners and our limited ability to control our partners’ compliance with applicable laws, including the FCPA. Any such occurrences could adversely affect our financial condition, operating results, cash flow or reputation.

Any acquisitions or divestitures we make may be unsuccessful, may take longer than anticipated or may negatively impact our business, financial condition, results of operations and cash flows.

We may pursue acquisitions or divestitures in the future as part of our strategy. Acquisitions and divestitures involve numerous risks, including identifying attractive target acquisitions, undisclosed risks affecting the target, difficulties integrating acquired businesses, the assumption of unknown liabilities, potential adverse effects on existing customer or supplier relationships, and the diversion of management’s attention from day-to-day business. We may not have, or be able to raise on acceptable terms, sufficient financial resources to make acquisitions. Our ability to make investments may also be limited by the terms of our existing or future financing arrangements. Any acquisitions or divestitures we pursue may not be successful or prove to be beneficial to our operations and cash flow.

Financial Risks

Developments in new or ongoing conflicts around the world and related disruptions could adversely affect our liquidity, business, and results of operations.

Developments in new or ongoing conflicts or civil unrest around the world may cause significant disruptions to the global financial system, international trade, and the transportation and energy sectors, among others, potentially impacting supply chain and commodity prices which may result in substantial inflation. These disruptions together with the uncertainty created by these conflicts could have recessionary effects on the global economy. Prolonged inflationary conditions and periods of high interest rates could further negatively affect U.S. and international commerce and exacerbate or further extend the period of high energy prices and supply chain constraints. These and other issues resulting from a global economic slowdown and turmoil in the financial markets may continue to adversely affect the automotive industry, which may lead to a decline in the general demand for our products, our profitability or both. We do not have operations in the regions where there are current conflicts, nor do we sell into these markets. Nonetheless, if there is further global economic slowdown and a continuation of these conflicts, our liquidity, business, and results of operations may continue to be adversely affected.

Global, market and economic conditions could impact our ability to access liquidity sources.

Our continued access to sources of liquidity depends on multiple factors, including global economic conditions, public health events and any global supply chain disruptions on our customers and their production rates, the costs of raw materials, the state of the overall automotive industry, the condition of global financial markets, the availability of sufficient amounts of financing, our operating performance and cash flows and our credit ratings. In particular, the global automotive industry is susceptible to uncertain economic conditions that could adversely impact new vehicle demand and production, and business conditions may vary significantly from period to period or region to region. In recent years, global automotive production was negatively impacted by lingering impacts of the COVID-19 pandemic and broad supply chain challenges stemming, in part, from a sharp rebound in overall industrial demand. Further, rising inflation, interest rates and supply chain challenges contributed to global economic uncertainty. In addition, continuing military actions in Eastern Europe and the Middle East are having broad negative impacts on key sectors of the global economy. Our business is also directly affected by the automotive vehicle production rates in North America, Europe, Asia Pacific and South America which have been adversely impacted by a series of events in recent years.

Our ability to borrow against our senior asset-based revolving credit facility (the “ABL Facility”) is limited to our borrowing base, which consists primarily of our U.S. and Canadian accounts receivable and inventory. Production shutdowns or disruptions in both the United States and Canada could lead to significant reductions in these working capital balances and significantly decrease our ability to borrow under our ABL Facility.

In addition, if the Company has borrowing availability under its ABL Facility less than the greater of (i) $15.0 million and (ii) 10% of the Borrowing Base (as defined in the ABL Facility), it must be in compliance with a springing Fixed Charge Coverage Ratio maintenance covenant of 1.00:1.00. Any adverse effects on the Company’s business due to global, market and economic conditions may adversely impact the Company’s ability to satisfy such covenant. As of December 31, 2025, there were no obligations outstanding under the ABL Facility, the Company’s borrowing base was $168.3 million, and the monthly fixed charge coverage ratio was at a level that provided the Company full access to the borrowing base. Net of $7.4 million of outstanding letters of credit, the Company effectively had $160.9 million available for borrowing under its ABL Facility.

Furthermore, production shutdowns or disruptions will result in working capital swings which could result in increased outflows. As a result of current economic conditions and global supply chain disruptions, we may be required to raise additional

capital, and our access to and cost of financing will depend on, among other things, our performance, changing global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. Such capital may not be available on favorable terms or at all.

We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.

We have a significant amount of indebtedness. As of December 31, 2025, we had total indebtedness of $1,104.6 million. Our substantial amount of debt and our debt service obligations could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position. For example, it could:

•make it more difficult for us to satisfy our obligations;

•increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations, because a portion of our borrowings accrues interest at variable rates;

•require us to dedicate a substantial portion of our cash flows from operations to payments on our debt and debt service obligations, which would reduce the availability of cash to fund working capital, capital expenditures, research and development efforts, acquisitions or other general corporate purposes;

•limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete;

•place us at a disadvantage compared to competitors that may have less debt; and

•limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, research and development efforts, debt service requirements, acquisitions and general corporate purposes.

Our ability to make scheduled payments on our debt or to refinance these obligations depends on our financial condition, operating performance and our ability to generate cash in the future. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell material assets, seek additional capital or restructure or refinance our indebtedness, any of which could have a material adverse effect on our business, results of operations and financial condition. In addition, we may not be able to effect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments, including the credit agreement governing the ABL Facility and the indentures governing the 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “First Lien Notes”) and the 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Third Lien Notes”), may limit or prevent us from taking any of these actions. In addition, a reduction of our credit rating could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. An inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations in respect of the 5.625% Senior Notes due 2026 (the “2026 Senior Notes”), the First Lien Notes, the Third Lien Notes, or the ABL Facility.

In addition, we and our subsidiaries may be able to incur other substantial additional indebtedness in the future. Although the credit agreement governing the ABL Facility and the indentures governing the First Lien Notes and the Third Lien Notes contain certain limitations on our ability to incur additional indebtedness, such restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. To the extent that we incur additional indebtedness or incur such other obligations that may be permitted under our debt instruments, the risks associated with our substantial indebtedness described above, including our potential inability to service our debt, will increase.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.

The borrowings under the ABL Facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.

Secured overnight financing rate (“SOFR”) and other interest rates that are indices deemed to be “benchmarks” are the subject of recent and ongoing national, international and other regulatory guidance and proposals for reform. Some of these reforms are already effective, while others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, to be replaced or disappear entirely, or have other consequences that cannot be predicted. Any such consequence could have a material adverse effect on our existing facilities or our future debt linked to such a “benchmark” and our ability to service debt that bears interest at floating rates of interest.

Our debt instruments impose significant operating and financial restrictions on us and our subsidiaries.

The credit agreements governing the ABL Facility and the indentures governing the First Lien Notes and the Third Lien Notes impose significant operating and financial restrictions and limit our ability, among other things, to:

•incur, assume or permit to exist additional indebtedness (including guarantees thereof);

•pay dividends or certain other distributions on our capital stock or repurchase our capital stock;

•prepay, redeem or repurchase indebtedness;

•incur liens on assets;

•make certain investments or other restricted payments;

•allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us;

•engage in transactions with affiliates; and

•sell certain assets or merge or consolidate with or into other companies.

Moreover, our ABL Facility provides the agent with considerable discretion to impose reserves, which could materially reduce the amount of borrowings that would otherwise be available to us.

As a result of these covenants and restrictions (including borrowing base availability), we are limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities or acquisitions. The terms of any future indebtedness we may incur could include more restrictive covenants. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from the lenders and/or amend the covenants in such agreements. Our failure to comply with the restrictive covenants described above as well as others contained in our future debt instruments from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or if we are unable to refinance such borrowings at all, our financial condition, results of operations and cash flows could be adversely affected.

If there were an event of default under any of the agreements relating to our outstanding indebtedness whether as a result of a payment default, covenant breach or otherwise, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. Our assets or cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon occurrence of an event of default. Further, if we are unable to repay, refinance or restructure our indebtedness under our secured debt, the holders of such debt could exercise remedies against the collateral securing that indebtedness with the holders of the First Lien Notes receiving full recovery on applicable collateral before the holders of the Third Lien Notes. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments. As a result, any default by us on our indebtedness could have a material adverse effect on our business, financial condition and results of operation.

Our expected annual effective tax rate and cash tax liability could be volatile and could materially change as a result of changes in many items including mix of earnings, debt and capital structure and other factors.

Many items could impact our effective tax rate and cash tax liability including changes in our debt and capital structure, mix of earnings and many other factors. Our overall effective tax rate is based upon the consolidated tax expense as a percentage of consolidated earnings before tax. However, tax expenses and benefits are not recognized on a consolidated or global basis, but rather on a jurisdictional, legal entity basis. Further, certain jurisdictions in which we operate generate losses where no current financial statement tax benefit is realized. In addition, certain jurisdictions have statutory rates greater than or less than the United States statutory rate. As such, changes in the mix and source of earnings between jurisdictions could have a significant impact on our overall effective tax rate and cash tax liability in future years. Changes in rules related to accounting for income taxes,

changes in tax laws and rates or adverse outcomes from tax audits that occur regularly in any of our jurisdictions could also have a significant impact on our overall effective tax rate and cash tax liability in future periods.

Our working capital requirements may negatively affect our liquidity and capital resources.

Our working capital requirements can vary significantly, depending in part on the level, variability and timing of our customers’ worldwide vehicle production and the payment terms with our customers and suppliers. If our working capital needs exceed our cash provided by operating activities, we would look to our cash balances and availability under our borrowing arrangements to satisfy those needs, as well as potential sources of additional capital, which may not be available on satisfactory terms and in adequate amounts, if at all.

Foreign currency exchange rate fluctuations could materially impact our operating results.

Our sales and manufacturing operations outside the United States expose us to currency risks. For our consolidated financial statements, our sales and earnings denominated in foreign currencies are translated into U.S. Dollars. This translation is calculated based on average exchange rates during the reporting period. Accordingly, our reported international sales and earnings could be adversely impacted in periods of a strengthening U.S. Dollar.

Although we generally produce in the same geographic region as our products are sold, we also produce in countries that predominately sell in another currency. Further, some of our commodities are purchased in or tied to the U.S. Dollar; therefore, our earnings could be adversely impacted during the periods of a strengthening U.S. Dollar relative to other foreign currencies. While we employ financial instruments to hedge certain portions of our foreign currency exposures, our efforts to manage these risks may not be successful and may not completely insulate us from the effects of currency fluctuations.

Impairment charges relating to our goodwill, long-lived assets or intangible assets could adversely affect our results.

We regularly monitor our goodwill, long-lived assets and intangible assets for impairment indicators. In conducting a quantitative goodwill impairment test, we compare the fair value of our reporting units to their related net book value. If we instead perform a qualitative goodwill impairment test, we assess whether there are any events or circumstances that indicate it is more likely than not that the fair value of our reporting units is less than their related book value. In conducting our impairment analysis of long-lived and intangible assets, we compare the undiscounted cash flows expected to be generated from the long-lived or intangible assets to the related net book values if indicators of impairment are identified. Changes in economic or operating conditions impacting our estimates and assumptions could result in the impairment of our goodwill, long-lived assets or intangible assets. In the event that we determine that our goodwill, long-lived assets or intangible assets are impaired, we may be required to record a significant charge to earnings, which could adversely affect our results.

Certain of our pension plans are currently underfunded, and we may have to make cash contributions to the plans, reducing the cash available for our business.

We sponsor various pension plans worldwide that are underfunded and will require cash contributions. Additionally, if the performance of the assets in our pension plans does not meet our expectations, or if other actuarial assumptions are modified, our required contributions may be higher than we expect. As of December 31, 2025, our U.S. supplemental employee retirement plan (“SERP”) was underfunded by $9.8 million and our non-U.S. pension plans (which typically are pay-as-you-go plans) were underfunded by $83.7 million. If our cash flow from operations is insufficient to fund our worldwide pension liabilities, it could have an adverse effect on our financial condition and results of operations.

As further described in Note 12. “Pensions” to the consolidated financial statements in Item 8. “Financial Statements and Supplementary Data” of this Report, on April 3, 2024, the Company irrevocably transferred approximately $137.0 million of remaining pension benefit obligations and associated plan assets related to the U.S. Pension Plan to a highly rated insurance company, thereby reducing the Company’s pension obligations and assets by the same amount.

Significant changes in discount rates, the actual return on pension assets and other factors could adversely affect our liquidity, results of operations and financial condition.

Our earnings may be positively or negatively impacted by the amount of income or expense recorded related to our pension plans. Generally accepted accounting principles in the United States (“U.S. GAAP”) require that income or expense related to the pension plans be calculated at the annual measurement date using actuarial calculations which reflect certain assumptions. Because these assumptions have fluctuated and will continue to fluctuate in response to changing market conditions, the amount of gains or losses that will be recognized in subsequent periods, the impact on the funded status of the pension plans and the future minimum required contributions, if any, could adversely affect our liquidity, results of operations and financial condition.

Failure to maintain effective controls and procedures could adversely impact our business, financial condition and results of operations.

Regulatory provisions governing the financial reporting of U.S. public companies require that we establish and maintain disclosure controls and internal controls over financial reporting across our operations in 20 countries. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives; as such, they can be susceptible to human error, circumvention or override, and fraud. Failure to maintain adequate, effective controls and procedures could result in potential financial misstatements or other forms of noncompliance that could have an adverse impact on our business, results of operations, financial condition or organizational reputation.

We operate as a holding company and depend on our subsidiaries for cash to satisfy the obligations of the holding company.

Cooper-Standard Holdings Inc. is a holding company. Our subsidiaries conduct all of our operations and own substantially all of our assets. Our cash flow and our ability to meet our obligations depend on the cash flow of our subsidiaries. In addition, the payment of funds in the form of dividends, intercompany payments, tax sharing payments and other payments may be subject to restrictions under the laws of the countries of incorporation of our subsidiaries or their governing documents.

We may not be able to procure insurance at reasonable rates to fully meet our needs.

Integral to our risk management strategy and due to requirements under certain of our contracts, we procure insurance coverage from third-party insurers. There can be no assurance that any of our existing insurance coverage will be renewable upon the expiration of the coverage period or that future coverage will be affordable at needed limits. Such circumstances will lead to an increase in both our overall risk exposure and our operational expenses, disrupt the management of our business, and could have a material adverse effect on our business, financial condition and results of our operations.

Legal and Compliance Risks

We are involved from time to time in legal and regulatory proceedings, claims or investigations which could have an adverse impact on our results of operations and financial condition.

We are involved in legal and regulatory proceedings, claims or investigations that, from time to time, may be significant. These matters typically arise in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with customers and suppliers; intellectual property matters; personal injury claims; environmental issues; tax matters; employment matters; antitrust matters; anti-corruption matters; or allegations relating to legal compliance by us or our employees.

For further information regarding our legal matters, see Item 3. “Legal Proceedings.” The industries in which we operate are also periodically reviewed or investigated by regulators, which could lead to enforcement actions, fines and penalties or the assertion of private litigation claims. It is not possible to predict with certainty the outcome of claims, investigations and lawsuits, and we could in the future incur judgments, fines or penalties or enter into settlements of lawsuits and claims that could have an adverse effect on our business, results of operations and financial condition in any particular period.

If we are unable to protect our intellectual property or if a third party challenges our intellectual property rights, our business could be adversely affected.

We own or have rights to proprietary technology that is important to our business. We rely on intellectual property laws, patents, trademarks and trade secrets to protect such technology. Such protections, however, vary among the countries in which we market and sell our products, and as a result, we may be unable to prevent third parties from using our intellectual property without authorization. Any infringement or misappropriation of our technology could have an adverse effect on our business and results of operations. We also face exposure to claims by others for infringement of intellectual property rights and could incur significant costs or losses related to such claims. In addition, many of our supply agreements require us to indemnify our customers from third-party infringement claims. These claims, regardless of their merit or resolution, are frequently costly to prosecute, defend or settle and divert the efforts and attention of our management and employees. If any such claim were to result in an adverse outcome, we could be required to take actions which may include: ceasing the manufacture, use or sale of the infringing products; paying substantial damages to third parties, including to customers, to compensate them for the discontinued use of a product or to replace infringing technology with non-infringing technology; or expending significant resources to develop or license non-infringing products, any of which could adversely affect our operations, business and financial condition.

We may be adversely affected by laws and regulations, including environmental, health and safety laws and regulations.

We are subject to various U.S. federal, state and local, and non-U.S. laws and regulations, including those related to environmental, health and safety, financial, tax, customs and other matters. We cannot predict the substance or impact of pending

or future legislation or regulations, or the application thereof. The introduction of new laws or regulations or changes in existing laws or regulations, or the interpretations thereof, could increase the costs of doing business for us or our customers or suppliers or restrict our actions and adversely affect our financial condition, results of operations and cash flows.

In particular, we are subject to a broad range of laws and regulations governing emissions to air; discharges to water; noise and odor emissions; the generation, handling, storage, transportation, treatment, reclamation and disposal of chemicals and waste materials; the cleanup of contaminated properties; and health and safety. We may incur substantial costs in complying with these laws and regulations. Many of our current and former facilities have been subject to certain environmental investigations and remediation activities, and we maintain environmental reserves for certain of these sites. Through various acquisitions, we have acquired a number of manufacturing facilities, and we cannot assure that we will not incur material costs or liabilities relating to activities that predate our ownership. Material future expenditures may be necessary if compliance standards change or material unknown conditions that require remediation are discovered. Environmental laws could also restrict our ability to expand our facilities or could require us to acquire costly equipment or to incur other significant expenses. In addition, climate change poses regulatory risks that could harm our results of operations or affect the way we conduct our businesses. For example, new or modified regulations could require us to spend substantial funds to enhance our environmental compliance efforts. If we fail to comply with present and future environmental laws and regulations, we could be subject to future liabilities, which could adversely affect our financial condition, operating results and cash flows.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

One of our organization’s top priorities is protecting Cooper Standard’s digital assets, and we increasingly rely on data and digital transactions to operate efficiently and effectively. We take action to prevent potential impacts related to system outages, data breaches, cyber-attacks and other threats to avoid disruption to our daily operations. Cooper Standard prioritizes increasing efficiency and efficacy as we design and refresh prescriptive incident response procedures to minimize impacts of potential cyber-attacks or outages. From time to time, the Company engages in table-top exercises, which involve cross-functional business leaders and third-party experts. Our information technology (“IT”) professionals focus on improving existing controls as outlined by ISO/IEC 27001:2022 (an internationally recognized information security framework), which is the foundation of our cybersecurity program. In recent years, we made advancements in this space by conducting a risk assessment carried out by an independent third-party and continued engagement with cyber advisory services as described further below.

We annually contract with a well-known third-party to conduct a comprehensive, enterprise-wide cyber risk assessment. In addition to other mandates, this assessment evaluates Cooper Standard’s cybersecurity program from an information security risk perspective and assesses our IT controls for alignment with the ISO/IEC 27001:2022 information security framework. Based on the assessment results, we refresh the roadmap for our cybersecurity program, focusing on the highest-risk vulnerabilities first and monitoring for significant changes and emerging risks, continuously adjusting the roadmap as needed.

Our cybersecurity program is built on a collection of fundamental security controls, focused on the overall protection of company and stakeholder data. Company leadership has defined the following objectives for information security:

•Governance: Establish proper governance for the cybersecurity program.

•Security Operations and Data Protection: Create a secure digital operating environment (apps, networks, systems, etc.) designed to protect critical data and to prevent business disruption.

•Response and Recovery: Develop and practice incident response, business continuity and disaster recovery processes to minimize the impact of a major incident.

•Compliance and Effectiveness: Meet all compliance requirements and develop program metrics to ensure effectiveness.

To achieve these objectives, we emphasize fundamental security measures, such as access controls, cyber hygiene (e.g., patching and malware protection) and employee awareness training.

Third-party risk management is an important focus of the Cooper Standard cybersecurity program. Cybersecurity is evaluated and considered throughout the lifecycle (onboarding, ongoing operations, offboarding) of third-party relationships as we conduct business with them. We review the security posture of each third-party prior to initiation of the relationship, and

periodically throughout the relationship. We evaluate several aspects of information security, utilizing guidance from globally recognized frameworks (e.g., ISO 27000:2022). In addition to point-in-time reviews, for third parties deemed critical, we continuously monitor their security posture via a third-party managed service. Critical service providers are also required to submit independently certified assurance of their security controls based on internationally recognized standards (e.g., ISEA 3402, SOC 1 Type 2, SOC 2 Type 2, etc.). Finally, upon relationship termination, we ensure each third party is properly offboarded, addressing critical cybersecurity concerns such as eliminating access and obtaining and/or deleting Company data.

Cooper Standard continuously works to update and strengthen our ability to respond to and recover from incidents, when and if they occur. Our Incident Response (“IR”) program defines response procedures and prescriptive controls designed to streamline response and speed recovery. Our designated cross-functional Incident Response Team (“IRT”) consists of leaders from human resources, global communications, legal, internal audit and information technology. Cooper Standard’s IRT is dedicated to maintaining a culture of continuous improvement, taking into consideration lessons learned from table-top exercises and feedback from the third-party expert with whom we annually contract. For catastrophic events, where there may be extended outages, we have developed and tested a Business Continuity plan to ensure continued service to our stakeholders despite difficult circumstances.

While we have experienced threats to our data and systems, to date, we have not experienced a cybersecurity incident that has materially affected our business strategy, results of operations, or financial condition. That said, a significant cybersecurity incident may materially impact the Company’s business strategy, results of operations and financial condition in the future. For further information regarding cybersecurity risks to the Company, see Part 1, Item 1A, Risk Factors, “A disruption in, or the inability to successfully implement upgrades to, our information technology systems, including disruptions relating to cybersecurity as well as data privacy concerns, could adversely affect our business and financial performance.”

Governance

We align our cybersecurity and IT compliance programs to take advantage of natural synergies and our IT controls environment. Our Senior Vice President, Chief Information Technology Officer and A.I. Officer, who has more than 25 years of experience in technology and information security risk management in our industry and across a number of organizations, is responsible for overseeing the risks related to cybersecurity. Our cybersecurity team holds several cybersecurity industry certifications such as ISC2 CISSP, ISACA CISM, EC-Council CEH, among others.

The Cooper Standard IT leadership team manages the global cybersecurity and IT compliance organization, and the Senior Vice President, Chief Information Technology Officer and A.I. Officer directly reports updates to the Audit Committee of the Board of Directors at least twice annually and the full Board of Directors at least annually. Further, our cybersecurity team periodically reports to our Global Leadership Team (“GLT”). Data privacy, cybersecurity and digitization is also managed as a material topic as a part of our Enterprise Risk Management (“ERM”) Committee which ensures cybersecurity risks are integrated into our overall risk management. From an accountability perspective, our internal audit team independently assesses the cybersecurity program by evaluating the design and effectiveness of our controls. We have an Architecture Review Board (“ARB”) which reviews new IT initiatives to ensure they align with our digital strategy. Similarly, our Project Management Office (“PMO”) monitors those initiatives throughout implementation to ensure proper communication and seamless transition. The ARB and PMO processes include cybersecurity requirements designed to ensure this topic is considered from the beginning.

Item 2. Properties

As of December 31, 2025, our operations were conducted through 108 wholly-owned, leased and consolidated joint venture facilities in 20 countries (North America: Canada, Costa Rica, Mexico, United States; Asia Pacific: China, India, Japan, South Korea, Thailand; Europe: Czech Republic, France, Germany, Italy, Netherlands, Poland, Romania, Serbia, Spain, United Kingdom; South America: Brazil), of which 65 are predominantly manufacturing facilities and 43 have design, engineering, administrative or logistics designations. Our corporate headquarters are located in Northville, Michigan. Our manufacturing facilities are located in North America, Europe, Asia and South America. We believe that substantially all of our properties are in generally good condition and there is sufficient capacity to meet current and projected manufacturing, product development and logistics requirements. The following table summarizes our key property holdings by segment:


Segment	Type	Total Facilities*	Owned Facilities
Sealing Systems	Manufacturing (a)	33	16
	Other (b)	12	—
Fluid Handling Systems	Manufacturing (a)	29	17
	Other (b)	17	—
Corporate and other	Manufacturing (a)	3	1
	Other (b)	14	—

(a)Includes multi-activity sites which are predominantly manufacturing.

(b)Includes design, engineering, R&D, administrative and logistics locations.

(*) Excludes unconsolidated joint ventures and 2 unutilized facilities in North America.

Item 3. Legal Proceedings

The litigation process is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. See Note 20. “Contingent Liabilities” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for discussion of loss contingencies.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities

Market Information

Our common stock has been traded on the NYSE since October 17, 2013 under the symbol “CPS.”

Holders of Common Stock

As of February 6, 2026, there were approximately 6 holders of record of our common stock. This stockholder figure does not include a substantially greater number of holders whose shares are held of record by banks, brokers and other financial institutions.

Dividends

Cooper-Standard Holdings Inc. has never paid or declared a dividend on its common stock. The declaration of any prospective dividends is at the discretion of the Board of Directors and would be dependent upon sufficient earnings, capital requirements, financial position, general economic conditions, state law requirements and other relevant factors. Additionally, our credit agreements governing our ABL Facility and our indentures governing our First Lien Notes and Third Lien Notes contain covenants that, among other things, restrict our ability to pay certain dividends and distributions subject to certain qualifications and limitations. See “Liquidity and Capital Resources” under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report. We do not anticipate paying any dividends on our common stock in the foreseeable future.

Securities Repurchase Program

In June 2018, our Board of Directors approved a common stock repurchase program (the “2018 Program”) authorizing us to repurchase, in the aggregate, up to $150.0 million of our 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 our management and in accordance with prevailing market conditions and federal securities laws and regulations. We expect to fund any future repurchases from cash on hand and future cash flows from operations. We are 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 was effective beginning November 2018.

We did not repurchase any shares during the years ended December 31, 2025, 2024, or 2023 under the 2018 Program. As of December 31, 2025, we had approximately $98.7 million of repurchase authorization remaining.

Performance Graph

The following graph and corresponding table compare the cumulative total stockholder return for Cooper-Standard Holdings Inc. to the Standard & Poor’s 500 Index and the Standard & Poor’s Supercomposite Auto Parts & Equipment Index based on currently available data. The analysis assumes an initial investment of $100 on December 31, 2020 and reflects the cumulative total return on that investment, including the reinvestment of all dividends where applicable, through December 31, 2025.

Comparison of Cumulative Return


	Ticker	12/31/2020	12/31/2021	12/30/2022*	12/29/2023*	12/31/2024	12/31/2025
Cooper-Standard Holdings Inc.	CPS	$100.00	$64.64	$26.13	$56.36	$39.11	$94.69
S&P 500	SPX	$100.00	$126.36	$103.28	$130.44	$162.66	$191.36
S&P Supercomposite Auto Parts & Equipment Index	S15AUTP	$100.00	$121.45	$82.01	$87.27	$69.28	$83.89

* Represents last trading day of the year.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Our historical results may not indicate, and should not be relied upon as an indication of, our future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. See Item 1. “Business—Forward-Looking Statements” for a discussion of risks associated with reliance on forward-looking statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed below and in Item 1A. “Risk Factors.” Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those statements included in Item 8. “Financial Statements and Supplementary Data” of this Report. References in this Annual Report on Form 10-K (the “Report”) to “we”, “our”, or the “Company” refer to Cooper-Standard Holdings Inc., together with its consolidated subsidiaries.

Executive Overview

Our Business

We design, manufacture and sell sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems) for use primarily in passenger vehicles and light trucks manufactured by global OEMs. In 2025, approximately 86% of our sales consisted of original equipment sold directly to OEMs for installation on new vehicles. The remaining 14% of our sales were primarily to Tier I and Tier II suppliers and non-automotive manufacturers. Accordingly, sales of our products are directly affected by the annual vehicle production of OEMs, particularly the production levels of the vehicles for which we provide specific parts. Most of our products are custom designed and engineered for a specific vehicle platform. Our sales and product development personnel frequently work directly with OEM engineering departments in the design and development of our various products.

Although each OEM may emphasize different requirements as the primary criteria for judging its suppliers, we believe success as an automotive supplier generally requires outstanding performance with respect to quality, price, service, new program launches, design and engineering capabilities, innovation, timely delivery, financial stability, an extensive global footprint, and sustainability. Also, we believe our continued commitment to invest in global common processes is an important factor in servicing global customers with the same quality and consistency of product wherever we produce in the world. This is especially important when supplying products for global platforms.

In addition, to remain competitive and offset continued customer pricing pressure, we must also consistently achieve and sustain cost savings. In an ongoing effort to reduce our cost structure, we run a global continuous improvement program which includes training for our employees, as well as implementation of lean tools, structured problem solving, best business practices, standardized processes and change management. We also continually evaluate opportunities to optimize our manufacturing footprint by consolidating facilities and relocating production as appropriate. We believe we will continue to be successful in our efforts to improve our design and engineering capabilities and manufacturing processes while achieving cost savings, including through our continuous improvement initiatives.

Our OEM sales are generally based upon purchase orders issued by the OEMs, with updated releases for volume adjustments. As such, we typically do not have a defined backlog of orders at any point in time. Once selected to supply products for a particular platform, we typically supply those products for the platform life, which is normally five to eight years, though this term is not guaranteed. In addition, when we are the incumbent supplier to a given platform, we believe we have a competitive advantage in winning the redesign or replacement platform, although future awards are not guaranteed.

In 2025, approximately 59% of our sales were generated in North America. Because of our significant international operations, we are subject to the risks associated with doing business in other countries, such as increased trade restrictions, tariffs or taxes or the imposition of embargoes on imports, currency volatility, high interest and inflation rates, and the general political and economic risk that are associated with some of these markets.

Recent Trends and Conditions

General Economic Conditions and Outlook

The global automotive industry is susceptible to unpredictable economic conditions that can adversely impact new vehicle demand and production. Disruptions in the supply chains for certain critical materials and components can further exacerbate these challenges, and business conditions can fluctuate significantly across different regions and time periods. In 2023, light

vehicle production showed strong resilience and growth, supported by sustained consumer demand and OEM efforts to replenish depleted inventory levels. This resilience and growth occurred despite ongoing global economy uncertainty created by persistent inflation, rising interest rates and heightened geopolitical tension in key regions of the world. In 2024, light vehicle production slowed modestly, primarily due to rising inventory levels, relatively high interest rates, concerns about vehicle affordability, and ongoing geopolitical tensions around the world. In 2025, global light vehicle production returned to moderate growth despite lingering economic risks and uncertainties stemming from ongoing geopolitical conflicts and shifts in U.S. trade policy, including the implementation of significant new tariffs on many imported goods, autos among them. This global growth was primarily driven by strong production volume in China which more than offset declines in North America and Europe. In 2026, industry forecasts anticipate a 0.4 percent decline in global vehicle production compared to 2025.

In North America, consumer confidence in the United States remains subdued, with certain indices remaining near their lowest levels in over a decade. Ongoing uncertainty surrounding U.S. trade policy continues to create instability across capital and consumer markets. Persistently high interest rates, elevated prices for consumer goods, and rising consumer debt are further weighing on overall economic activity. Despite these headwinds, lower tax rates, reduced regulation, and other incentives included in recent legislation are expected to help stimulate both commercial investment and consumer demand in 2026. Economists at the International Monetary Fund (IMF) now project that the economies of the United States, Canada and Mexico will grow by 2.4 percent, 1.6 percent and 1.5 percent, respectively, in 2026.

In Europe, rising real wages, increased employment, lower inflation (including reduced energy costs), and declining interest rates are driving stronger household consumption. Fiscal stimulus measures, particularly in Germany, along with increased investments in infrastructure and defense are also contributing to overall economic growth. Nevertheless, uncertainty remains regarding the implementation of recent trade agreements with the United States and their potential effects on the region. Amid this uncertain environment, economists at the IMF project that the Eurozone economy will grow by 1.3 percent in 2026.

In the Asia Pacific region, China’s economy has continued to grow steadily, supported by domestic stimulus measures and an increase in exports. However, weak domestic consumer demand, persistent declines in property values and mounting public debt are obscuring the prospects for future growth. Consumer confidence remains near its lowest point in a decade. Additionally, ongoing uncertainty surrounding trade relations with the United States has contributed to a slowdown in private industrial investment. Despite these challenges, economists at the IMF project that the Chinese economy will grow by 4.5 percent in 2026.

In South America, the Brazilian central bank has maintained interest rates at restrictive levels to combat persistent inflation. While these high interest rates, combined with a more conservative fiscal policy have resulted in lower inflation, it has not yet reached the target rate of 4.0 percent. Lower inflation, strong global demand for the country’s exports, and expectations of interest rate cuts later in 2026 as inflation nears the target rate are contributing to improved consumer confidence in the country. However, after two years of economic growth averaging roughly 3.0 percent, economists at the IMF project that Brazil's economic growth rate will slow modestly to 1.6 percent in 2026.

Production Levels

Our business is directly affected by the automotive vehicle production rates in North America, Europe, the Asia Pacific region and South America. These production rates can be impacted by changing macro-economic conditions, geopolitical actions, regional consumer sentiment, labor disruptions, supply chain disruptions and changing regulatory and trade requirements, among other factors.

According to estimates of S&P Global, global light vehicle production was approximately 92.9 million units in 2025. This reflects an increase of approximately 3.7% globally compared to 2024.

Light vehicle production in certain regions for 2025 and 2024, as well as projections for 2026, are provided in the following table:


(in millions of units)	2026(1)	2025(1)	2024(1)	Projected % Change 2026 vs. 2025	% Change 2025 vs. 2024
North America	15.0	15.3	15.4	(2.2)%	(1.0)%
Europe	16.9	17.0	17.2	(0.4)%	(1.2)%
Asia Pacific	55.2	55.2	51.7	—%	6.9%
Greater China	32.7	33.1	30.1	(1.3)%	10.1%
South America	3.2	3.0	3.0	6.2%	1.8%

(1) Production data based on S&P Global, January 2026.

Industry Overview

Competition in the automotive supplier industry is intense and has increased in recent years as OEMs have demonstrated a preference for stronger relationships with fewer suppliers. Because of a growing emphasis on global vehicle platforms, automotive suppliers with a global manufacturing footprint capable of fully servicing customers around the world will typically have a competitive advantage over smaller, regional competitors. This dynamic is likely to result in further consolidation of competing suppliers within our industry over time.

OEMs have shifted some research and development, design and testing responsibility to suppliers, while simultaneously shortening new product cycle times. To remain competitive, suppliers must have state-of-the-art engineering and design capabilities and continuously improve their engineering, design and manufacturing processes to effectively service the customer. Suppliers are increasingly expected to collaborate on, or assume the product design and development of, key automotive components. This shift requires suppliers to provide innovative solutions to meet evolving technologies aimed at improved emissions and fuel economy.

Increased competitiveness in the industry, as well as customer focus on costs, has resulted in continued pressure on suppliers for price reductions, even in an inflationary environment, which reduces the overall profitability of the supply industry. Consolidations and market share shifts among vehicle manufacturers continue to put additional pressures on the supply chain. These pricing and market pressures will continue to drive our focus on reducing our overall cost structure through continuous improvement initiatives, capital redeployment, restructuring and other cost management processes. In response to ongoing inflationary cost pressures, we have implemented aggressive lean and cost optimization initiatives to help mitigate their impact. In addition, we continue to actively pursue pricing adjustments from our customers to offset higher costs on our existing business, particularly where such costs are market driven and beyond our immediate control.

In addition to the above, other factors will present opportunities for automotive suppliers that are positioned to meet the demands of evolving automotive markets and operating environments. These include advancements in autonomous and connected vehicle technologies, shifting regulatory requirements, and growing consumer preferences for environmentally friendly products. Rapid developments in hybrid and electric vehicle (“EV”) architectures such as expanded global EV adoption, accelerating investment in charging infrastructure, and continued improvements in battery technology are reshaping industry expectations. EV sales continued to grow into 2025, supported by broader model availability and enhanced battery performance, while global forecasts project further expansion driven by regulatory pressure on emissions and ongoing electrification across major markets.

Raw Materials

Our business is susceptible to inflationary pressures with respect to raw materials. Abrupt changes in the market prices or availability of certain key raw materials may result in operational and profitability challenges for the Company and the industry as a whole. Although global commodity markets and pricing remained stable in 2025, we continually work with our customers and suppliers to mitigate ongoing inflationary pressures and material-related cost exposures through a combination of expanded index-based agreements and other commercial enhancements.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in Note 2. “Basis of Presentation and Summary of Significant Accounting Policies” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. These policies require the most difficult, subjective or complex judgments that management makes in the preparation of the financial statements and accompanying notes. We consider an accounting estimate to be critical if (i) it requires us to make assumptions about matters that were uncertain at the time we were making the estimate, and (ii) changes in the estimate or different estimates that we could have selected could have had a material impact on our financial condition or results of operations. Such critical accounting estimates are discussed below. For these, materially different amounts could be reported under varied conditions and assumptions. While other items in our consolidated financial statements require estimation, however, in our judgment, they are not as critical as those discussed below.

Goodwill. Goodwill is tested for impairment as of October 1 of each year, or more frequently if an event occurs or circumstances indicate the carrying value of goodwill may be impaired. Our goodwill impairment testing is performed at the reporting unit level. We test goodwill for impairment by performing a qualitative assessment or using a quantitative test. We first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative goodwill impairment test. We would perform a quantitative test if the qualitative assessment determined it is more likely than not that a reporting unit’s carrying value is more than its fair value. We may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit. If we elect to perform a quantitative test, fair value is based on the cash flows projected in

the reporting units’ strategic plans and long-range planning forecasts, discounted at a risk-adjusted rate of return. Our long-range planning forecasts are based on our assessment of revenue growth rates generally based on industry specific data, external vehicle build assumptions published by widely used external sources, and customer market share data based on known and targeted awards over a three-year period. The projected profit margin assumptions included in the plans are based on the current cost structure and adjustments for anticipated cost reductions or increases. If different assumptions were used in these plans, the related cash flows used in measuring fair value could be different and impairment of goodwill might be recorded. For the 2025 annual goodwill impairment test, we performed a quantitative assessment and determined that it is more likely than not that the fair values of our Sealing Systems, Fluid Handling Systems, and Industrial and Specialty Group reporting units exceeded their carrying values. See Note 9. “Goodwill and Intangible Assets” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.

Long-Lived Assets. We monitor our long-lived assets for impairment indicators on an ongoing basis. If impairment indicators exist, we analyze the undiscounted cash flows expected to be generated from the long-lived asset group compared to the related net book values. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is determined by using various valuation approaches depending on the asset type. Fair value of machinery and equipment is based upon either estimated salvage value or estimated orderly liquidation value. Fair value of leased buildings is based on a discounted cash flow approach. Fair value of owned buildings is based on a sales comparison approach or cost approach. When determining fair value, cash flows are estimated using internal budgets based on recent sales data, independent automotive production volume estimates, and customer commitments. If applicable, discount rates are used in fair value calculations where required. Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets.

In 2025, 2024 and 2023, we recorded impairment charges related to buildings and machinery and equipment. The 2025 and 2024 impairments were related solely to idle assets and were based on internal assessments. In contrast, for 2023, we engaged a third-party valuation firm to determine fair values in order to calculate impairment charges. See Note 8. “Property, Plant and Equipment, Net” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.

Income Taxes. In determining the provision for income taxes for financial statement purposes, we make estimates and judgments which affect our evaluation of the carrying value of our deferred tax assets as well as our calculation of certain tax liabilities. We evaluate the carrying value of our deferred tax assets on a quarterly basis. In completing this evaluation, we consider all available positive and negative evidence. Such evidence includes historical operating results, the existence of cumulative earnings and losses in the most recent fiscal years, taxable income in prior carryback year(s) if permitted under the tax law, expectations for future pretax operating income which considers forecasted revenue trends within the automotive industry, the time period over which our temporary differences will reverse, and the implementation of feasible and prudent tax planning strategies. Deferred tax assets are reduced by a valuation allowance if, based on the weight of this evidence, it is more likely than not that all or a portion of the recorded deferred tax assets will not be realized in future periods.

Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. We utilize three years’ cumulative pre-tax book results adjusted for significant permanent book to tax differences as a measure of cumulative results in recent years. In certain jurisdictions, our analysis indicates that we have cumulative three-year historical losses on this basis. This is considered significant negative evidence which is difficult to overcome. However, the three-year loss position is not solely determinative, and, accordingly, management considers all other available positive and negative evidence in its analysis. In the U.S. and certain foreign jurisdictions, we concluded that it is more likely than not that the net deferred tax assets may not be realized in the future. Accordingly, we continue to maintain and adjust as appropriate the valuation allowance related to those net deferred tax assets. However, since future financial results may differ from previous estimates, periodic adjustments to our valuation allowances may be necessary.

In addition, the calculation of our tax benefits and liabilities includes uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We recognize tax benefits and liabilities based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these liabilities based on changing facts and circumstances; however, due to the complexity of some of these uncertainties and the impact of any tax audits, the ultimate resolutions may be materially different from our estimated liabilities. See Note 15. “Income Taxes” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.

Pensions and Postretirement Benefits Other Than Pensions. Included in our results of operations are significant pension and postretirement benefit costs, which are measured using actuarial valuations. Inherent in these valuations are key assumptions,

including discount rates, mortality rates, expected returns on plan assets and health care cost trend rates. These assumptions are determined as of the current year measurement date. We consider current market conditions, including changes in interest rates, in making these assumptions. Changes in pension and postretirement benefit costs may occur in the future due to changes in these assumptions. Experience gains and losses as well as the effects of changes in actuarial assumptions are recognized in other comprehensive income. Cumulative actuarial gains and losses in excess of 10% of the projected benefit obligations or the fair value of plan assets for a particular plan are amortized over the average future service period of the employees in that plan. Our net pension and postretirement benefit costs (income), which included net pension settlement charges of $0.1 million, were approximately $7.3 million and $(0.9) million, respectively, for the year ended December 31, 2025.

To develop the discount rate for each pension plan, the expected cash flows underlying the plan’s benefit obligations were discounted using a December 31, 2025 pension index to determine a single equivalent rate. To develop our expected return on plan assets, we considered historical long-term asset return experience, the expected investment portfolio mix of plan assets and an estimate of long-term investment returns.

Weighted average assumptions used to determine pension benefit obligations as of December 31, 2025 were as follows:



	U.S.	Non-U.S.
Discount rate	5.00%	4.69%
Rate of compensation increase	N/A (*)	3.23%

* The U.S assumptions relate only to the Company’s U.S. SERP which is a frozen plan; therefore, the rate of compensation increase was not applicable.

Weighted average assumptions used to determine net periodic benefit costs for the year ended December 31, 2025 were as follows:



	U.S.	Non-U.S.
Discount rate	5.50%	4.21%
Expected return on plan assets	N/A (*)	2.75%
Rate of compensation increase	N/A (**)	3.14%

* There were no U.S. plan assets as of December 31, 2025; therefore, the expected return on plan assets was not applicable.

** The U.S assumptions relate only to the Company’s U.S. SERP which is a frozen plan; therefore, the rate of compensation increase was not applicable.

The sensitivity of our pension cost and obligations to changes in key assumptions, holding all other assumptions constant, is as follows:

Change in assumption

Impact on 2026 net periodic benefit cost

Impact on PBO as of December 31, 2025

1% increase in discount rate

- $0.6 million

- $11.3 million

1% decrease in discount rate

+ $0.6 million

+ $13.5 million

1% increase in expected return on plan assets

- $0.3 million

—

1% decrease in expected return on plan assets

+ $0.3 million

—

Aggregate pension net periodic benefit cost is forecasted to be approximately $6.7 million in 2026.

Health care cost trend rates are assumed to reflect market trend, actual experience and future expectations. Health care cost trend rate assumptions used to determine the postretirement benefit obligations as of December 31, 2025 were as follows:


	U.S.	Non-U.S.
Health care cost trend rate	5.93%	5.00%
Ultimate health care cost trend rate	4.50%	5.00%
Year that the rate reaches the ultimate trend rate	2031	N/A

Aggregate other postretirement net periodic benefit income is forecasted to be approximately $0.5 million in 2026.

The Company’s policy is to fund pension plans such that sufficient assets will be available to meet future benefit requirements and contribute amounts required by local statute. The Company does not anticipate making cash contributions to its

U.S. SERP in 2026 but does expect to make immaterial minimum funding cash contributions to its non-U.S. pension plans in 2026.

The Company does not prefund its postretirement benefit obligations. Rather, payments are made as costs are incurred by covered retirees. We expect net other postretirement benefit payments to be approximately $2.1 million in 2026.

Historical Periods

Refer to Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the fiscal year ended December 31, 2024 for discussion of the Results of Operations, Segment Results of Operations, and Liquidity and Capital Resources for the year ended December 31, 2024 compared to the year ended December 31, 2023, which is incorporated by reference herein.

Results of Operations


	Year Ended December 31,				Change
	2025		2024		2025 vs. 2024
	(Dollar amounts in thousands)
Sales	$	2,740,915	$	2,730,893	$	10,022
Cost of products sold	2,413,391		2,427,978		(14,587)
Gross profit	327,524		302,915		24,609
Selling, administration & engineering expenses	214,366		207,553		6,813
Gain on sale of businesses, net	(98)		(1,971)		1,873
Gain on sale of buildings and land, net	—		(3,317)		3,317
Amortization of intangibles	6,304		6,512		(208)
Restructuring charges	19,981		23,601		(3,620)
Impairment charges	369		713		(344)
Operating income	86,602		69,824		16,778
Interest expense, net of interest income	(114,676)		(115,639)		963
Equity in earnings of affiliates	5,620		6,828		(1,208)
Pension settlement and curtailment charges	(134)		(44,553)		44,419
Other expense, net	(931)		(17,938)		17,007
Loss before income taxes	(23,519)		(101,478)		77,959
Income tax benefit	(19,205)		(23,348)		4,143
Net loss	(4,314)		(78,130)		73,816
Net loss (income) attributable to noncontrolling interests	149		(616)		765
Net loss attributable to Cooper-Standard Holdings Inc.	$	(4,165)	$	(78,746)	$	74,581

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Sales


	Year Ended December 31,						Variance Due To:
	2025		2024		Change		Volume / Mix*		Foreign Exchange
	(Dollar amounts in thousands)
Total sales	$	2,740,915	$	2,730,893	$	10,022	$	(1,757)	$	11,779

* Net of customer price adjustments, including recoveries.

Sales for the year ended December 31, 2025 increased 0.4%, compared to the year ended December 31, 2024. The increase in sales was driven by favorable foreign exchange, partially offset by unfavorable volume and mix, net of customer price adjustments including recoveries.

Gross Profit


	Year Ended December 31,								Variance Due To:
	2025			2024			Change		Volume / Mix*		Foreign Exchange		Cost (Decreases) / Increases**
	(Dollar amounts in thousands)
Cost of products sold	$	2,413,391		$	2,427,978		$	(14,587)	$	15,562	$	6,694	$	(36,843)
Gross profit	327,524			302,915			24,609		(17,318)		5,084		36,843
Gross profit percentage of sales	11.9		%	11.1		%

* Net of customer price adjustments, including recoveries.

** Net of savings from restructuring initiatives.

Cost of products sold is primarily comprised of direct materials, labor, manufacturing overhead, freight, depreciation, and other direct operating expenses. Among these, direct materials represent the largest component, accounting for approximately 52% and 51% of total cost of products sold for the years ended December 31, 2025 and December 31, 2024, respectively. The change in cost of products sold was impacted by manufacturing and purchasing cost savings through lean initiatives and savings from prior year restructuring initiatives, partially offset by unfavorable foreign exchange, unfavorable volume and mix, net of recoveries, and higher labor and overhead inflation.

Gross profit for the year ended December 31, 2025 increased 8.1% compared to the year ended December 31, 2024. As a percentage of sales, gross profit was 11.9% and 11.1% for the years ended December 31, 2025 and December 31, 2024, respectively. The change was driven by manufacturing and purchasing savings through lean initiatives, savings from prior year restructuring initiatives and favorable foreign exchange, partially offset by unfavorable volume and mix, net of recoveries, and higher labor and overhead inflation.

Selling, Administration and Engineering Expenses. Selling, administration and engineering expenses include administrative expenses as well as product engineering and design and development costs. Selling, administration and engineering expenses for the year ended December 31, 2025 were $214.4 million, or 7.8% of sales, compared to $207.6 million, or 7.6% of sales, for the year ended December 31, 2024. The increase, in both dollar terms and as a percentage of sales, was primarily due to higher stock-based compensation expense driven by stock price appreciation during the year ended December 31, 2025, partially offset by savings realized from restructuring actions and spending reductions initiated in 2024.

Gain on Sale of Businesses, Net. Gain on sale of businesses, net for the year ended December 31, 2024 was $2.0 million, resulting from the net effect of the sale of our Canadian tooling business. See Note 4. “Divestitures” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.

Gain on Sale of Buildings and Land, Net. Gain on sale of buildings and land, net for the year ended December 31, 2024 was $3.3 million, resulting from the sale of a building and land related to one of our Canadian facilities. See Note 8. “Property, Plant and Equipment, Net” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.

Restructuring Charges. Restructuring charges for the year ended December 31, 2025 decreased $3.6 million compared to the year ended December 31, 2024. Our restructuring actions, which include plant and facility closures as well as workforce reductions, are initiated to maintain a competitive footprint or in response to changes in global and regional automotive markets. The decrease was primarily driven by a cost optimization restructuring plan that was implemented in the second quarter of 2024, resulting in higher restructuring-related expenses recognized in the prior year. See Note 6. “Restructuring” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.

Impairment Charges. Non-cash asset impairment charges of $0.4 million and $0.7 million for the years ended December 31, 2025 and December 31, 2024, respectively, related to property, plant and equipment impairment charges.

Pension Settlement and Curtailment Charges. Non-cash settlement and curtailment charges for the year ended December 31, 2025 decreased $44.4 million compared to the year ended December 31, 2024. The decrease was primarily related to the termination of a certain U.S. pension plan that was completed during the year ended December 31, 2024. See Note 12. “Pensions” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.

Other Expense, Net. Other expense, net for the year ended December 31, 2025 decreased $17.0 million compared to the year ended December 31, 2024. The change was primarily driven by $10.3 million of income recognized in connection with certain royalty settlements during the year ended December 31, 2025 and a decrease in foreign currency losses by $5.7 million year-over-year.

Income Tax Benefit. Income tax benefit for the year ended December 31, 2025 was $19.2 million on losses before taxes of $23.5 million. This compared to an income tax benefit of $23.3 million on losses before taxes of $101.5 million for the year ended December 31, 2024. The tax expense in 2025 and 2024 differed from the statutory rate primarily due to incremental valuation allowances recorded on tax losses generated in the U.S. and certain foreign jurisdictions, the mix of income between the U.S. and foreign sources, tax credits and incentives, and other nonrecurring discrete items. Additionally, the year ended December 31, 2025 included a $45.4 million benefit for valuation allowance reversals in France, Spain, and a Korean location while the year ended December 31, 2024 included a $41.5 million benefit for valuation allowance reversals in Brazil, Poland, and a Chinese location.

Segment Results of Operations

Our business is organized in two reportable segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. The Company uses segment adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. We have defined adjusted EBITDA as net income before interest, taxes, depreciation, amortization, restructuring expense, and special items.

The following tables present sales and segment adjusted EBITDA for each of the reportable segments.

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Sales


	Year Ended December 31,						Variance Due To:
	2025		2024		Change		Volume / Mix*		Foreign Exchange
	(Dollar amounts in thousands)
Sales to external customers
Sealing Systems	$	1,415,288	$	1,420,034	$	(4,746)	$	(15,665)	$	10,919
Fluid Handling Systems	1,252,110		1,236,837		15,273		14,414		859

* Net of customer price adjustments, including recoveries.

Sealing Systems. The variance in volume and mix was driven by lower customer volumes, unfavorable product mix and unfavorable customer price adjustments. The foreign currency exchange variance was primarily driven by the strengthening of the Euro relative to the U.S. dollar, which resulted in an $18.4 million favorable impact, partially offset by a $3.9 million unfavorable impact of the Brazilian Real, a $3.0 million unfavorable impact of the Canadian Dollar, and a $0.6 million unfavorable impact of all other currencies.

Fluid Handling Systems. The variance in volume and mix was driven by favorable customer price adjustments, including tariff recoveries and increased pass-through pricing associated with directed-buy components, partially offset by lower customer volumes and unfavorable product mix. The foreign currency exchange variance was primarily driven by the strengthening of the Euro relative to the U.S. dollar, which resulted in a $5.2 million favorable impact, partially offset by a $3.2 million unfavorable impact of the Korean Won, and a $1.1 million unfavorable impact of all other currencies.

Segment adjusted EBITDA


	Year Ended December 31,						Variance Due To:
	2025		2024		Change		Volume / Mix*		Foreign Exchange		Cost (Increases)/Decreases**
	(Dollar amounts in thousands)
Segment adjusted EBITDA
Sealing Systems	$	135,608	$	126,524	$	9,084	$	(14,372)	$	(1,350)	$	24,806
Fluid Handling Systems	92,085		77,686		14,399		(1,002)		18,232		(2,831)

* Net of customer price adjustments, including recoveries.

** Net of savings from restructuring initiatives.

Sealing Systems. The variance in volume and mix, including customer price adjustments, was driven by lower customer volumes and unfavorable product mix. The foreign currency exchange variance was primarily driven by a $4.8 million unfavorable impact of the Canadian Dollar. The cost decreases were primarily driven by $43.4 million of manufacturing and purchasing savings through lean initiatives. These savings were partially offset by $12.9 million of unfavorable inflation in labor and $5.7 million of other operational cost increases.

Fluid Handling Systems. The variance in volume and mix was driven by lower customer volumes and unfavorable product mix, partially offset by favorable customer price adjustments. The foreign currency exchange variance was primarily driven by a $16.6 million favorable impact of the Mexican Peso. The cost increases were primarily driven by $11.3 million of unfavorable inflation in labor and other operational costs, $3.2 million of higher tariff-related costs incurred but not yet recovered, and $3.4 million of other operational cost increases. These cost increases were partially offset by $15.1 million of manufacturing and purchasing savings through lean initiatives.

Liquidity and Capital Resources

Short and Long-Term Liquidity Considerations and Risks

The sources to fund our ongoing working capital, capital expenditures, debt service and other funding requirements are a combination of cash flows from operations, cash on hand, borrowings under our senior asset-based revolving credit facility (“ABL Facility”) and receivables factoring. We utilize intercompany loans and equity contributions to fund our worldwide operations. However, certain country-specific regulations may impose restrictions or result in increased costs when repatriating funds. See Note 10. “Debt and Other Financing” to the consolidated financial statements in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.

We continue to actively preserve cash and enhance liquidity, including proactively managing our capital expenditures. We continuously monitor and forecast our liquidity situation in light of automotive industry, customer and economic factors, and take the necessary actions to preserve our liquidity and evaluate other financial alternatives that may be available to us should the need arise. Our ability to fund our working capital needs, debt payments and other obligations, and to comply with the financial covenants, including borrowing base limitations under our ABL Facility, depends on our future operating performance and cash flows. These may be impacted by many factors outside of our control, including but not limited to industry production levels, the costs of raw materials, the state of the overall automotive industry, general financial and economic conditions, including global trade and tariff policies, work stoppages, and potential public health events. Considering these factors, current projections for light vehicle production and customer demand for our products, we believe that our cash flows from operations, cash on hand, availability under our ABL Facility and receivables factoring will enable us to meet our ongoing working capital requirements, capital expenditures, debt service and other funding requirements for the foreseeable future, despite the challenges facing the industry.

Cash Flows

Operating Activities. Net cash provided by operating activities was $64.4 million for the year ended December 31, 2025, compared to net cash provided by operating activities of $76.4 million for the year ended December 31, 2024. The net change was primarily due to lower net cash earnings year-over-year, changes in working capital and an increase in cash interest payments by $12.4 million year-over-year. Working capital was negatively impacted primarily by a larger increase in receivables, reflecting timing of collections from customers during the year ended December 31, 2025 compared to the year ended December 31, 2024.

Investing Activities. Net cash used in investing activities was $45.6 million for the year ended December 31, 2025, compared to net cash used in investing activities of $45.1 million for the year ended December 31, 2024. The net change was primarily due to proceeds from the sale of fixed assets of $4.3 million received during the year ended December 31, 2024, partially offset by lower capital expenditures year-over-year, as well as a net increase in proceeds from the sale of businesses by $1.8 million year-over-year. Capital expenditures were $48.2 million for the year ended December 31, 2025 compared to $50.5 million for the year ended December 31, 2024. We expect to maintain disciplined capital spending and anticipate total capital expenditures of approximately $55 million to $65 million in 2026.

Financing Activities. Net cash used in financing activities totaled $4.0 million for the year ended December 31, 2025, compared to net cash used in financing activities of $9.6 million for the year ended December 31, 2024. The net change was primarily due to a net decrease in principal payments on outstanding debt by $7.5 million year-over-year and a net decrease in debt issuance costs by $1.9 million year-over-year. The prior year debt issuance costs were paid in connection with Amendment No. 4 to the Company’s ABL Facility, which was executed in May 2024. These changes were partially offset by a net increase in tax withholding amounts related to employees’ share-based payment awards by $1.1 million year-over-year.

Off-Balance Sheet Arrangements

As a part of our working capital management, we sell accounts receivable from certain European customers through a third-party financial institution in off-balance sheet arrangements. The amount sold varies each month based on the amount of underlying receivables and cash flow needs. As of December 31, 2025 and 2024, we had $70.7 million and $53.4 million, respectively, of receivables outstanding under receivable transfer agreements entered into by various locations. For the years ended December 31, 2025 and 2024, total accounts receivable factored were $463.0 million and $497.4 million, respectively. Costs incurred on the sale of receivables were $2.1 million, $2.9 million and $2.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts are recorded in other expense, net in the consolidated statements of operations. These are permitted transactions under the credit agreements governing the ABL Facility and the indentures governing the First Lien Notes, Third Lien Notes, and 2026 Senior Notes.

Other Capital Transactions Impacting Liquidity

Share Repurchase Program

In June 2018, our Board of Directors approved a common stock repurchase program (the “2018 Program”) authorizing us to repurchase, in the aggregate, up to $150.0 million of our 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. We expect to fund any future repurchases from cash on hand and future cash flows from operations. The specific timing and amount of any future repurchase will vary based on market and business conditions, changes in tax laws and other factors. We are not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at our discretion. The 2018 Program was effective beginning November 2018. As of December 31, 2025, we had approximately $98.7 million of repurchase authorization under the 2018 Program. We did not make any repurchases under the 2018 Program during the years ended December 31, 2025, 2024 or 2023.

The First Lien Notes, Third Lien Notes, and ABL Facility each contain covenants that restrict the Company’s ability to pay dividends or make distributions on, or repurchases of, the Common Stock, subject to certain exceptions.

Contractual Obligations

Our contractual obligations consist of legal commitments requiring us to make fixed or determinable cash payments, regardless of the contractual requirements of the vendor to provide future goods or services. Except as otherwise disclosed, this table does not include information on our recurring purchase of materials for use in production because our raw materials purchase contracts typically do not require fixed or minimum quantities.

The following table summarizes the total amounts due in future periods under all debt agreements at nominal value, undiscounted finance lease commitments and other contractual obligations as of December 31, 2025:


	Payment due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(Dollar amounts in millions)
Debt obligations	$	1,092.7	$	84.1	$	1,008.6	$	—	$	—
Interest on debt obligations	142.7		108.9		33.8		—		—
Operating lease obligations	106.2		23.6		35.8		22.6		24.2
Finance lease obligations	21.1		3.0		5.4		7.4		5.3
Total	$	1,362.7	$	219.6	$	1,083.6	$	30.0	$	29.5

As of December 31, 2025, undiscounted lease payments of the Company’s future operating leases that have not yet commenced were immaterial.

In addition to our contractual obligations and commitments set forth in the table above, we have employment arrangements with certain key executives that provide for continuity of management. These arrangements include payments of multiples of annual salary, certain incentives and continuation of benefits upon the occurrence of specified events in a manner believed to be consistent with comparable companies.

We also have funding requirements with respect to our pension obligations. We do not expect to make cash contributions to our U.S. SERP in 2026, but we do expect to make immaterial minimum funding cash contributions to our foreign pension plans in 2026. Our minimum funding requirements after 2026 will depend on several factors, including the investment performance of our retirement plans and prevailing interest rates. Our funding obligations may also be affected by changes in applicable legal requirements. We also have payments due with respect to our postretirement benefit obligations. Unlike our pension obligations, we do not prefund our postretirement benefit obligations; instead, payments are made as costs are incurred by covered retirees. We expect net other postretirement benefit payments to be approximately $2.1 million in 2026.

We may be required to make significant cash outlays due to our unrecognized tax benefits. However, due to the uncertainty of the timing of future cash flows associated with our unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, unrecognized tax benefits of $12.3 million as of December 31, 2025 have been excluded from the contractual obligations table above. See Note 15. “Income Taxes” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.

Excluded from the contractual obligations table above are open purchase orders as of December 31, 2025 for raw materials, supplies and capital expenditures in the normal course of business, supply contracts with customers, distribution agreements, joint venture agreements and other contracts without express funding requirements.

Other Matters

We may, from time to time, seek to purchase our outstanding debt securities or loans, including the First Lien Notes, Third Lien Notes, and 2026 Senior Notes. Such transactions could be privately negotiated or open market transactions, pursuant to tender offers or otherwise. Any such purchases will be made in our sole discretion in light of market conditions, applicable limitations contained in the agreements governing our indebtedness and other relevant factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may equate to a substantial amount of a particular class or series of debt, which may reduce the trading liquidity of such class or series.

In the third quarter of 2023, we designated Liveline Technologies, Inc. (“Liveline”) as an unrestricted subsidiary under the terms of certain of its debt agreements. Liveline remains a wholly-owned subsidiary of Cooper-Standard Automotive Inc. Liveline incurred a net loss of $1.7 million, $2.5 million and $0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 and 2024, Liveline had approximately $1.0 million and less than $0.5 million of gross assets, respectively. Liveline will look to the Company for necessary funding until it is able to sustain itself through sales of its products and services.

Non-GAAP Financial Measures

In evaluating our business, management considers EBITDA and Adjusted EBITDA to be key indicators of our operating performance. Our management also uses EBITDA and Adjusted EBITDA:

•because similar measures are utilized in the calculation of the financial covenants and ratios contained in our financing arrangements;

•in developing our internal budgets and forecasts;

•as a significant factor in evaluating our management for compensation purposes;

•in evaluating potential acquisitions;

•in comparing our current operating results with corresponding historical periods and with the operational performance of other companies in our industry; and

•in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in their assessments of performance and in forecasting and budgeting for our company.

In addition, we believe EBITDA and Adjusted EBITDA and similar measures are widely used by investors, securities analysts and other interested parties in evaluating our performance. We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization or EBITDA, as adjusted for items that management does not consider to be reflective of our core operating performance. These adjustments include, but are not limited to, restructuring costs, certain impairment charges, non-cash fair value adjustments and acquisition-related costs.

EBITDA and Adjusted EBITDA are not financial measurements recognized under U.S. GAAP, and when analyzing our operating performance, investors should use EBITDA and Adjusted EBITDA as a supplement to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S. GAAP, nor as an alternative to cash flow from operating activities as a measure of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of our results of operations as reported under U.S. GAAP. These limitations include the following:

•they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments;

•they do not reflect changes in, or cash requirements for, our working capital needs;

•they do not reflect interest expense or cash requirements necessary to service interest or principal payments under our ABL Facility, First Lien Notes, Third Lien Notes, and 2026 Senior Notes;

•they do not reflect certain tax payments that may represent a reduction in cash available to us;

•although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and

•other companies, including companies in our industry, may calculate these measures differently and, as the number of differences in the way companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.

In addition, in evaluating Adjusted EBITDA, it should be noted that in the future, we may incur expenses similar to the adjustments in the below presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by special items.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA from net loss, which is the most comparable financial measure in accordance with U.S. GAAP:


	Year Ended December 31,
	2025		2024		2023
	(Dollar amounts in thousands)
Net loss attributable to Cooper-Standard Holdings Inc.	$	(4,165)	$	(78,746)	$	(201,985)
Income tax (benefit) expense	(19,205)		(23,348)		8,933
Interest expense, net of interest income	114,676		115,639		130,077
Depreciation and amortization	97,975		103,565		109,931
EBITDA	$	189,281	$	117,110	$	46,956
Restructuring charges	19,981		23,601		18,018
Impairment charges (1)	369		713		4,768
Gain on sale of businesses, net (2)	(98)		(1,971)		(586)
Gain on sale of buildings and land, net (3)	—		(3,317)		—
Loss on refinancing and extinguishment of debt (4)	—		—		81,885
Pension settlement and curtailment charges (5)	134		44,553		16,035
Adjusted EBITDA	$	209,667	$	180,689	$	167,076

(1)Non-cash impairment charges in 2025 and 2024 related to idle assets in certain locations in Asia Pacific. Non-cash impairment charges in 2023 related to certain assets in Europe and Asia Pacific.

(2)Gain on sale of businesses related to divestitures in 2024 and 2023. Gain recognized in 2025 related to final purchase price adjustments associated with the divestiture in 2024.

(3)In 2024, the Company recognized a gain on the sale of building and land related to a Canadian facility.

(4)Loss on refinancing and extinguishment of debt related to refinancing transactions in 2023.

(5)Non-cash net pension settlement and curtailment charges and administrative fees incurred related to certain of our U.S. and non-U.S. pension plans.

Recent Accounting Pronouncements

See Note 3. “New Accounting Pronouncements” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to fluctuations in interest rates, currency exchange rates and commodity prices. We actively manage our exposure to risk from changes in foreign currency exchange rates through the use of derivative financial instruments in accordance with management’s guidelines. We do not enter into derivative instruments for trading or speculative purposes. See Item 8. “Financial Statements and Supplementary Data,” specifically Note 11. “Fair Value Measurements and Financial Instruments” to the consolidated financial statements.

Foreign Currency Exchange Rate Risk. We use forward foreign exchange contracts to reduce the effect of fluctuations in foreign exchange rates on a portion of forecasted sales, material purchases, operating expenses and certain assets and liabilities. As of December 31, 2025, the notional amount of these contracts was $243.5 million. As of December 31, 2025, the fair value of the Company’s forward foreign exchange contracts was a net asset of $7.1 million. The potential fair value of the forward foreign exchange contracts from a hypothetical 10% adverse or favorable movement in the foreign currency exchange rates in relation to the U.S. Dollar is as follows:

December 31, 2025

December 31, 2024

10% strengthening of U.S. Dollar

- $10.2 million

- $17.3 million

10% weakening of U.S. Dollar

+$28.4 million

+ $12.9 million

These estimates assume a parallel shift in all currency exchange rates and, as a result, may overstate the potential impact to earnings because currency exchange rates do not typically move all in the same direction.

In addition to transactional exposures, our operating results are impacted by the translation of our foreign operating income into U.S. Dollars. In 2025, net sales outside of the United States accounted for 78% of our consolidated net sales, although certain non-U.S. sales are U.S. Dollar denominated. We do not enter into foreign exchange contracts to mitigate this exposure.

Interest Rates. The Company historically used interest rate swap contracts to create fixed interest payments on variable rate debt instruments in order to manage exposure to fluctuations in interest rates. As of December 31, 2025 and 2024, we did not have any outstanding debt at variable interest rates and therefore did not enter into any interest rate swap contracts in 2025 or 2024.

Commodity Prices. We have commodity price risk with respect to purchases of certain raw materials, including natural gas and carbon black. Raw material, energy, and commodity costs have experienced significant volatility in recent years, though global commodity markets have shown substantial stabilization throughout 2024 and 2025. We did not enter into any commodity derivative instruments in 2025 or 2024. We will continue to evaluate, and may use, derivative financial instruments to manage our exposure to raw material, energy and commodity price fluctuations in the future.

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Annual Financial Statements



			Page
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42)			42
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, Internal Control over Financial Reporting			44
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023			45
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023			46
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024			47
Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023			48
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023			49
Notes to Consolidated Financial Statements			50
Schedule II—Valuation and Qualifying Accounts			85

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Cooper-Standard Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cooper-Standard Holdings Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Taxes – Realizability of Deferred Tax Assets in France and Spain


Description of the Matter			As described in Note 15, as of December 31, 2025, the Company has consolidated deferred tax assets of $521 million with a valuation allowance of $382 million. A valuation allowance is provided on deferred tax assets if the Company determines that it is more likely than not that the asset will not be realized. In making such determination, the Company considers all available evidence, both positive and negative, regarding the realization of the deferred tax assets and the assessment of the likelihood of sufficient future taxable income. Sources of taxable income include taxable income in prior carryback year(s) if carryback is permitted under the tax law, future reversals of existing taxable temporary differences, tax planning strategies that would be implemented and are prudent and feasible, and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). During 2025, the Company determined it was more likely than not that the deferred tax assets in France and Spain are realizable. As a result, the Company released the valuation allowance related to these deferred tax assets of $23.6 million and $17.7 million in France and Spain, respectively, and recorded a corresponding net income tax benefit. We identified as a critical audit matter management’s determination that the positive evidence of the cumulative three-year trend of objective and verifiable pre-tax income and forecasts of taxable income outweighed the negative evidence of historical losses in France and Spain. Due to the judgment required by management in determining forecasted taxable income, a higher degree of auditor judgment and increased effort were necessary. This included the need to involve our income tax specialists to assist in performing our audit procedures to evaluate the Company’s assessment.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls relating to the realizability of deferred tax assets. This included controls over management’s projections of future taxable income. To test the realizability of the Company’s deferred tax assets for the France and Spain jurisdictions, our audit procedures included evaluating the time period over which temporary differences are expected to reverse, evaluating the assumptions used by the Company to develop projections of future taxable income, and testing the calculations of existing taxable temporary differences. We evaluated the assumptions used by the Company to develop projections of future taxable income for the France and Spain jurisdictions and tested the completeness and accuracy of the underlying data used in its projections. We compared the projections of future taxable income for the France and Spain jurisdictions with the actual results of prior periods and considered external data sources and historical trends, to the extent applicable. Our income tax specialists were used to assist in the evaluation of the realizability of the Company’s deferred tax assets for the France and Spain jurisdictions, including consideration of applicable tax statutes.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2005.

Detroit, Michigan

February 13, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Cooper-Standard Holdings Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Cooper-Standard Holdings Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Cooper-Standard Holdings Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 13, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Detroit, Michigan

February 13, 2026

COOPER-STANDARD HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollar amounts in thousands except per share amounts)


	Year Ended December 31,
	2025		2024		2023
Sales	$	2,740,915	$	2,730,893	$	2,815,879
Cost of products sold	2,413,391		2,427,978		2,525,103
Gross profit	327,524		302,915		290,776
Selling, administration & engineering expenses	214,366		207,553		215,741
Gain on sale of businesses, net	(98)		(1,971)		(586)
Gain on sale of buildings and land, net	—		(3,317)		—
Amortization of intangibles	6,304		6,512		6,804
Restructuring charges	19,981		23,601		18,018
Impairment charges	369		713		4,768
Operating income	86,602		69,824		46,031
Interest expense, net of interest income	(114,676)		(115,639)		(130,077)
Equity in earnings of affiliates	5,620		6,828		3,281
Loss on refinancing and extinguishment of debt	—		—		(81,885)
Pension settlement and curtailment charges	(134)		(44,553)		(16,035)
Other expense, net	(931)		(17,938)		(15,698)
Loss before income taxes	(23,519)		(101,478)		(194,383)
Income tax (benefit) expense	(19,205)		(23,348)		8,933
Net loss	(4,314)		(78,130)		(203,316)
Net loss (income) attributable to noncontrolling interests	149		(616)		1,331
Net loss attributable to Cooper-Standard Holdings Inc.	$	(4,165)	$	(78,746)	$	(201,985)

Net loss per share:
Basic	$	(0.23)	$	(4.48)	$	(11.64)
Diluted	$	(0.23)	$	(4.48)	$	(11.64)

The accompanying notes are an integral part of these consolidated financial statements.

COOPER-STANDARD HOLDINGS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollar amounts in thousands)


	Year Ended December 31,
	2025		2024		2023
Net loss	$	(4,314)	$	(78,130)	$	(203,316)
Other comprehensive income (loss):
Currency translation adjustment	23,429		(24,227)		(214)
Benefit plan liabilities adjustment, net of tax	5,776		8,798		16,102
Pension settlement, net of tax	—		48,190		—
Fair value change of derivatives, net of tax	10,798		(4,312)		(8,163)
Other comprehensive income, net of tax	40,003		28,449		7,725
Comprehensive income (loss)	35,689		(49,681)		(195,591)
Comprehensive loss (income) attributable to noncontrolling interests	488		(832)		1,913
Comprehensive income (loss) attributable to Cooper-Standard Holdings Inc.	$	36,177	$	(50,513)	$	(193,678)

The accompanying notes are an integral part of these consolidated financial statements.

COOPER-STANDARD HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands except share amounts)


	December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	191,699	$	170,035
Accounts receivable, net	334,267		310,738
Tooling receivable, net	72,316		69,204
Inventories	154,189		142,401
Prepaid expenses	23,940		25,833
Income tax receivable and refundable credits	11,499		11,576
Value added tax receivable	47,329		45,120
Other current assets	45,861		30,349

Total current assets	881,100		805,256
Property, plant and equipment, net	523,508		539,201
Operating lease right-of-use assets, net	83,474		87,292
Goodwill	140,696		140,443
Intangible assets, net	28,978		33,805
Deferred tax assets	103,112		63,240
Other assets	72,306		63,828
Total assets	$	1,833,174	$	1,733,065

Liabilities and Equity
Current liabilities:
Debt payable within one year	$	86,121	$	42,428
Accounts payable	337,319		295,178
Payroll liabilities	122,395		103,701
Accrued liabilities	114,150		116,617
Current operating lease liabilities	18,412		18,859

Total current liabilities	678,397		576,783
Long-term debt	1,018,483		1,057,839
Pension benefits	91,336		89,253
Postretirement benefits other than pensions	26,461		26,336
Long-term operating lease liabilities	69,806		71,907
Deferred tax liabilities	3,475		3,801
Other liabilities	36,793		40,516
Total liabilities	1,924,751		1,866,435

Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding	—		—
Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,702,818 shares issued and 17,637,009 outstanding as of December 31, 2025, and 19,392,340 shares issued and 17,326,531 outstanding as of December 31, 2024	17		17
Additional paid-in capital	524,312		518,208
Retained deficit	(474,727)		(470,562)
Accumulated other comprehensive loss	(133,090)		(173,432)
Total Cooper-Standard Holdings Inc. equity	(83,488)		(125,769)
Noncontrolling interests	(8,089)		(7,601)
Total equity	(91,577)		(133,370)
Total liabilities and equity	$	1,833,174	$	1,733,065

The accompanying notes are an integral part of these consolidated financial statements.

COOPER-STANDARD HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Dollar amounts in thousands except share amounts)


	Total Equity
	Common Shares	Common Stock		Additional Paid-In Capital		Retained Deficit		Accumulated Other Comprehensive Loss		Cooper-Standard Holdings Inc. Equity		Noncontrolling Interests		Total Equity
Balance as of December 31, 2022	17,108,029	$	17	$	507,498	$	(189,831)	$	(209,971)	$	107,713	$	(6,521)	$	101,192



Share-based compensation, net	89,450	—		4,666		—		—		4,666		—		4,666



Net loss for 2023	—	—		—		(201,985)		—		(201,985)		(1,331)		(203,316)
Other comprehensive income (loss)	—	—		—		—		8,306		8,306		(581)		7,725
Balance as of December 31, 2023	17,197,479	$	17	$	512,164	$	(391,816)	$	(201,665)	$	(81,300)	$	(8,433)	$	(89,733)


Share-based compensation, net	129,052	—		6,044		—		—		6,044		—		6,044




Net (loss) income for 2024	—	—		—		(78,746)		—		(78,746)		616		(78,130)
Other comprehensive income	—	—		—		—		28,233		28,233		216		28,449
Balance as of December 31, 2024	17,326,531	$	17	$	518,208	$	(470,562)	$	(173,432)	$	(125,769)	$	(7,601)	$	(133,370)


Share-based compensation, net	310,478	—		6,104		—		—		6,104		—		6,104



Net loss for 2025	—	—		—		(4,165)		—		(4,165)		(149)		(4,314)
Other comprehensive income (loss)	—	—		—		—		40,342		40,342		(339)		40,003
Balance as of December 31, 2025	17,637,009	$	17	$	524,312	$	(474,727)	$	(133,090)	$	(83,488)	$	(8,089)	$	(91,577)

The accompanying notes are an integral part of these consolidated financial statements.

COOPER-STANDARD HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)


	Year Ended December 31,
	2025		2024		2023
Operating activities:
Net loss	$	(4,314)	$	(78,130)	$	(203,316)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	91,671		97,053		103,127
Amortization of intangibles	6,304		6,512		6,804
Gain on sale of businesses, net	(98)		(1,971)		(586)
Gain on sale of buildings and land, net	—		(3,317)		—
Impairment charges	369		713		4,768
Pension settlement and curtailment charges	134		44,553		16,035
Share-based compensation expense	15,248		9,161		7,718
Equity in earnings of affiliates, net of dividends related to earnings	(746)		(3,246)		(982)
Loss on refinancing and extinguishment of debt	—		—		81,885
Payment-in-kind interest	—		12,367		58,808
Deferred income taxes	(35,120)		(45,466)		(5,813)
Other	5,027		5,291		4,838
Changes in operating assets and liabilities:
Accounts and tooling receivable	(12,180)		67,761		(12,333)
Inventories	(4,362)		(3,125)		6,412
Prepaid expenses	2,813		1,119		2,924
Income tax receivable and refundable credits	622		(836)		2,603
Accounts payable	21,616		(18,440)		6,743
Payroll and accrued liabilities	1,266		(19,968)		16,924
Other	(23,808)		6,338		20,718
Net cash provided by operating activities	64,442		76,369		117,277
Investing activities:
Capital expenditures	(48,192)		(50,498)		(80,743)
Proceeds from sale of businesses, net of cash divested	2,558		763		15,351
Proceeds from sale of fixed assets	—		4,328		—
Other	—		287		424
Net cash used in investing activities	(45,634)		(45,120)		(64,968)
Financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs	—		—		924,299
Repayment and refinancing of long-term debt	—		—		(927,046)
Principal payments on long-term debt	(2,262)		(2,464)		(2,127)
Increase (decrease) in short-term debt, net	22		(7,288)		(1,234)
Debt issuance costs and other fees	—		(1,936)		(74,376)



Taxes withheld and paid on employees' share-based payment awards	(1,728)		(612)		(214)
Contribution from noncontrolling interests and other	—		38		(439)
Proceeds from other financing activities	—		2,617		—
Net cash used in financing activities	(3,968)		(9,645)		(81,137)
Effects of exchange rate changes on cash, cash equivalents and restricted cash	6,345		(5,968)		(918)
Changes in cash, cash equivalents and restricted cash	21,185		15,636		(29,746)
Cash, cash equivalents and restricted cash at beginning of period	178,697		163,061		192,807
Cash, cash equivalents and restricted cash at end of period	$	199,882	$	178,697	$	163,061
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet:
Cash and cash equivalents	$	191,699	$	170,035	$	154,801
Restricted cash included in other current assets	6,581		7,590		7,244
Restricted cash included in other assets	1,602		1,072		1,016
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	199,882	$	178,697	$	163,061
Supplemental disclosure:
Cash paid for interest	$	113,869	$	101,514	$	78,699
Cash paid for income taxes, net of refunds	9,047		19,085		10,301

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. Description of Business

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 for use in 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 Company believes it is the largest global producer of sealing systems, the second largest global producer of the types of fuel and brake delivery products that it manufactures and the third largest global producer of the types of fluid transfer systems that it manufactures. The Company designs and manufactures its products in each major region of the world through a disciplined and sustained approach to engineering and operational excellence. The Company operates in 65 manufacturing locations and 43 design, engineering, administrative and logistics locations in 20 countries around the world.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Certain balances in prior periods have been conformed to the current presentation.

Summary of Significant Accounting Policies

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and the wholly-owned and, as applicable, less than wholly-owned subsidiaries controlled by the Company. All material intercompany accounts and transactions have been eliminated. Acquired businesses are included in the consolidated financial statements from the dates of acquisition or when the Company gained control.

The equity method of accounting is followed for investments in which the Company does not have control but does have the ability to exercise significant influence over operating and financial policies. Generally, this occurs when ownership is between 20% to 50%.

Foreign Currency – The financial statements of foreign subsidiaries are translated to United States (“U.S.”) Dollars at the end-of-period exchange rates for assets and liabilities and at a weighted average exchange rate for each period for revenues and expenses. Translation adjustments for those subsidiaries whose local currency is their functional currency are recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) in stockholders’ equity. Transaction related gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized in earnings as incurred, except for those intercompany balances which are designated as long-term-investment nature.

Cash and Cash Equivalents – The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents, for which the book value approximates fair value.

Accounts Receivable – The Company records trade accounts receivable when revenue is recorded in accordance with its revenue recognition policy and relieves accounts receivable when payments are received from customers. Accounts receivable are written off when it is apparent such amounts are not collectible. Generally, the Company does not require collateral for its accounts receivable, nor is interest charged on accounts receivable balances.

The Company receives bank notes from certain of its customers, which are classified as other current assets in the consolidated balance sheets, for certain amounts of accounts receivable, primarily in China. The Company may elect to hold such bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third-party financial institutions in exchange for cash.

Allowance for Credit Losses – An allowance for credit losses is established through charges to the provision for credit losses when it is probable that the outstanding receivable or reimbursable tooling will not be collected. The Company evaluates the adequacy of the allowance for credit losses on a periodic basis, including historical trends in collections and write-offs, management’s judgment of the probability of collecting accounts and management’s evaluation of business risk. This evaluation is inherently subjective, as it requires estimates that are susceptible to revision as more information becomes available. The allowance for credit losses was $6,602 and $5,437 as of December 31, 2025 and 2024, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Inventories – Inventories are valued at lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. The Company records inventory reserves for inventory in excess of production and/or forecasted requirements and for obsolete inventory.


	December 31,
	2025		2024
Finished goods	$	41,674	$	39,299
Work in process	38,438		36,785
Raw materials and supplies	74,077		66,317
Total	$	154,189	$	142,401

Derivative Financial Instruments – Derivative financial instruments are utilized by the Company to reduce exposure to foreign currency exchange fluctuations. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. On the date the derivative is established, the Company designates the derivative as either a fair value hedge, a cash flow hedge or a net investment hedge in accordance with its established policy. Alternatively, under certain circumstances, the Company may choose to leave the derivative undesignated. The Company does not enter into derivative financial instruments for trading or speculative purposes.

Income Taxes – Deferred tax assets or liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax laws and rates. A valuation allowance is provided on deferred tax assets if the Company determines that it is more likely than not that the asset will not be realized.

Long-lived Assets – Property, plant and equipment are recorded at cost and depreciated using primarily the straight-line method over estimated useful lives. Leasehold improvements are amortized over the expected life of the asset or term of the lease, whichever is shorter. Intangibles with finite lives, which include customer relationships, supply agreements and land use rights, are amortized over estimated useful lives. The Company evaluates the recoverability of long-lived assets when events and circumstances indicate that an asset group may be impaired and the undiscounted net cash flows estimated to be generated by those assets are less than their carrying value. If the net carrying value exceeds the fair value, an impairment loss exists and is calculated based on estimated salvage value, estimated orderly liquidation value or a value-in-exchange approach.

Pre-production Costs Related to Long-Term Supply Arrangements – Costs for molds, dies and other tools owned by the Company to produce products under long-term supply arrangements are recorded at cost in property, plant and equipment and amortized over the lesser of three years or the term of the related supply agreement. The amounts capitalized were $4,902 and $3,368 as of December 31, 2025 and 2024, respectively. The Company expenses all pre-production tooling costs related to customer-owned tools for which reimbursement is not contractually guaranteed by the customer. Reimbursable tooling costs are recorded in tooling receivable in the consolidated balance sheets if considered to be receivable in the next twelve months, and in other assets if considered to be receivable beyond twelve months. Tooling receivable for customer-owned tooling as of December 31, 2025 and 2024 was $72,316 and $69,204, respectively. Reimbursable tooling costs included in other assets in the accompanying consolidated balance sheets were $29,868 and $18,724 as of December 31, 2025 and 2024, respectively.

Goodwill – 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. The Company tests goodwill for impairment by performing a qualitative assessment or using a quantitative test. The impairment review for goodwill allows the Company to first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative goodwill impairment test. The Company would perform a quantitative test if the qualitative assessment determined it is more likely than not that a reporting unit’s carrying value is more than its fair value. The Company may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit. If the carrying value for any reporting unit exceeds its fair value, a goodwill impairment charge is recorded based on that difference.

In the fourth quarters of 2025 and 2024, the Company completed a quantitative and qualitative goodwill impairment test, respectively. After evaluating the results, events and circumstances, the Company concluded that sufficient evidence existed to assert that the fair value of its reporting units remained in excess of their carrying values. See Note 9. “Goodwill and Intangible Assets” for additional information.

Business Combinations – The purchase price of an acquired business is allocated to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. Determining the fair values of assets acquired and liabilities assumed requires management’s judgment, the utilization of independent appraisal firms and often involves the use of significant estimates and assumptions with respect to the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

timing and amount of future cash flows, market rate assumptions, actuarial assumptions, and appropriate discount rates, among other items.

Revenue Recognition and Sales Commitments – In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, revenue is recognized when the performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. The Company has one major performance obligation category: manufactured parts.

A contract’s transaction price is allocated to each distinct performance obligation and recognized when the performance obligation is satisfied. The Company’s contracts may include multiple performance obligations. In such cases, the Company typically allocates the contract’s transaction price to each performance obligation based on the purchase order or other arranged pricing.

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. Although purchase orders do not usually specify quantities, fulfillment of customers’ purchasing requirements can be the Company’s obligation for the entire production life of the vehicle. These agreements generally may be terminated by the customer at any time, but such cancellations have historically been minimal. Customers typically pay for parts based on customary business practices with payment terms generally between 30 and 90 days. The Company has no significant financing arrangements with customers.

The Company applies the optional exemption to forgo disclosing information about its remaining performance obligations because its contracts usually have an original expected duration of one year or less. The Company also applies an accounting policy to treat shipping and handling costs that are incurred after revenue is recognizable as a fulfillment activity by expensing such costs as incurred, instead of as a separate performance obligation. Amounts billed to customers related to shipping and handling are included in sales in the Company’s consolidated statements of operations. Shipping and handling costs are included in cost of products sold in the Company’s consolidated statements of operations.

Research and Development – Engineering, research and development, and program management costs are charged to selling, administration and engineering expenses as incurred and totaled $80,642, $82,818 and $84,112 for the years ended December 31, 2025, 2024 and 2023, respectively.

Share-based Compensation – The Company measures share-based compensation expense at fair value and generally recognizes such expenses on a straight-line basis over the vesting period of the share-based employee awards. See Note 19. “Share-Based Compensation” for additional information.

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect amounts reflected in the consolidated financial statements, as well as disclosure of contingent assets and liabilities. Considerable judgment is often involved in making such estimates, and the use of different assumptions could result in different conclusions. Management believes its assumptions and estimates are reasonable and appropriate. However, actual results could differ from those estimates.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

3. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

The Company adopted the following Accounting Standards Updates (“ASU”) in 2025, which did not have a material impact on its consolidated financial statements:

Standard

Description

Effective Date

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Requires disclosure of specific categories in the effective tax rate reconciliation, including additional information for reconciling items that meet a quantitative threshold, as well as disclosure of income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes, and further disaggregated by jurisdiction based on a quantitative threshold beginning with this Annual Report on Form 10-K. See Note 15. “Income Taxes” for required disclosures.

January 1, 2025

ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement

Requires joint ventures to apply a new basis of accounting upon formation, and as a result, initially measure all assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance).

January 1, 2025

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.

Standard

Description

Effective Date

ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

Provides a practical expedient that, if elected, allows entities to assume that current conditions as of the balance sheet date will not change for the remaining life of assets when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

January 1, 2026

ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements

Enables entities to expand the application of hedge accounting to a broader scope of highly effective economic hedges of forecasted transactions in order to more closely align hedge accounting with the economics of entities’ risk management activities.

January 1, 2027

ASU 2025-12, Codification Improvements

Updates the ASC for a broad range of topics arising from technical corrections, unintended application of the ASC, clarifications, and other minor improvements.

January 1, 2027

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

Requires disclosure of specified information about certain expenses presented in the statements of operations within the notes to financial statements at each interim and annual reporting period. The update also requires disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

January 1, 2027

ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date

Amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

January 1, 2027

ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

Modernizes the accounting for costs related to internal-use software by eliminating the previous model based on software development stages and introducing a principles-based approach. Under the new guidance, capitalization of software costs begins when management has authorized and committed to funding the project, and it is probable that the software will be completed and used for its intended purpose.

January 1, 2028

ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements

Clarifies the applicability of current interim disclosure requirements under ASC 270, Interim Reporting, and provides a comprehensive list of required interim disclosures. The update also incorporates a disclosure principle that requires entities to disclose material events that occur after the end of the last annual reporting period.

January 1, 2028

ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities

Provides recognition, measurement, and presentation guidance for government grants received by business entities. The update also defines government grants and clarifies their scope, establishes recognition criteria, and includes disclosure requirements regarding the nature of government grants, accounting policies applied, and significant terms and conditions.

January 1, 2029

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

4. Divestitures

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 year ended December 31, 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.

The Company recognized a net gain of $98 related to final purchase price adjustments associated with the sale and a net gain of $1,971 during the years ended December 31, 2025 and December 31, 2024, respectively, included in the consolidated statements of operations.

2023 Divestiture

In the second quarter of 2023, the Company signed a share purchase and assignment agreement to sell its European technical rubber products business. In the third quarter of 2023, the Company closed the transaction and received cash proceeds in the amount of $15,009. In the fourth quarter of 2023, the Company finalized computations of purchase price adjustments. Incremental proceeds of $663 resulting from final net purchase price adjustments were received in the first quarter of 2024.

Upon finalization of the sale, during the year ended December 31, 2023, the Company recorded a net gain of $477, included in the consolidated statements of operations. The net gain included the write off of goodwill of $1,300.

2023 Joint Venture Divestiture

Management approved a plan to sell the Company’s entire controlling equity interest of a joint venture in the Asia Pacific region, and the sale was completed in the third quarter of 2023. Upon meeting the criteria for held for sale classification, the Company recorded non-cash impairment charges of $787 to reduce the carrying value of the held for sale entity to fair value less costs to sell. Fair value, which is categorized within Level 3 of the fair value hierarchy, was determined using a market approach, estimated based on expected proceeds. The fair value less costs to sell were assessed each reporting period that the asset group remained classified as held for sale.

On completion of the sale, during the year ended December 31, 2023, the Company recorded a gain of $109. Both the non-cash impairment charges and gain on sale were included in the consolidated statements of operations.

5. Revenue

The passenger and light duty customer group consists of sales to automotive OEMs and automotive suppliers, while the commercial 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 year ended December 31, 2025 was as follows:


	Sealing Systems		Fluid Handling Systems		Other		Consolidated
Passenger and Light Duty	$	1,385,445	$	1,233,686	$	—	$	2,619,131
Commercial	27,695		8,945		7,714		44,354
Other	2,148		9,479		65,803		77,430
Revenue	$	1,415,288	$	1,252,110	$	73,517	$	2,740,915

Revenue by customer group for the year ended December 31, 2024 was as follows:


	Sealing Systems		Fluid Handling Systems		Other		Consolidated
Passenger and Light Duty	$	1,386,893	$	1,212,444	$	—	$	2,599,337
Commercial	30,909		10,720		7,891		49,520
Other	2,232		13,673		66,131		82,036
Revenue	$	1,420,034	$	1,236,837	$	74,022	$	2,730,893

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Revenue by customer group for the year ended December 31, 2023 was as follows:


	Sealing Systems		Fluid Handling Systems		Other		Consolidated
Passenger and Light Duty	$	1,414,502	$	1,237,300	$	2,650	$	2,654,452
Commercial	28,750		12,447		7,742		48,939
Other	1,245		15,206		96,037		112,488
Revenue	$	1,444,497	$	1,264,953	$	106,429	$	2,815,879

Substantially all 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:


Product Line						Description
Sealing Systems						Protect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface treatment.

Fluid Handling Systems						Fuel and Brake Delivery Systems: Sense, deliver and control fluid and fluid vapors for fuel and brake systems. Fluid Transfer Systems: Sense, deliver, connect and control fluid delivery for optimal thermal management, powertrain and HVAC operation.

Revenue by geographical region for the year ended December 31, 2025 was as follows:


	Sealing Systems		Fluid Handling Systems		Other		Consolidated
North America	$	604,506	$	931,792	$	—	$	1,536,298
Europe	458,652		131,355		—		590,007
Asia Pacific	266,453		152,761		—		419,214
South America	85,677		36,202		—		121,879
Corporate, eliminations and other	—		—		73,517		73,517
Revenue	$	1,415,288	$	1,252,110	$	73,517	$	2,740,915

Revenue by geographical region for the year ended December 31, 2024 was as follows:


	Sealing Systems		Fluid Handling Systems		Other		Consolidated
North America	$	611,761	$	916,005	$	—	$	1,527,766
Europe	461,798		125,390		—		587,188
Asia Pacific	254,446		161,389		—		415,835
South America	92,029		34,053		—		126,082
Corporate, eliminations and other	—		—		74,022		74,022
Revenue	$	1,420,034	$	1,236,837	$	74,022	$	2,730,893

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Revenue by geographical region for the year ended December 31, 2023 was as follows:


	Sealing Systems		Fluid Handling Systems		Other		Consolidated
North America	$	551,293	$	934,797	$	—	$	1,486,090
Europe	515,199		133,056		—		648,255
Asia Pacific	284,416		165,060		—		449,476
South America	93,589		32,040		—		125,629
Corporate, eliminations and other	—		—		106,429		106,429
Revenue	$	1,444,497	$	1,264,953	$	106,429	$	2,815,879

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 amounts associated with variable pricing arrangements in the Asia Pacific region. Once pricing is finalized, contract assets are transferred to accounts receivable. As a result, the timing of revenue recognition and billings, as well as changes in foreign exchange rates, will impact contract assets on an ongoing basis. Contract assets were not materially impacted by any other factors during the year ended December 31, 2025.

The Company’s contract liabilities consist of advance payments received and due from customers. Net contract assets (liabilities) as of December 31, 2025 and December 31, 2024 consisted of the following:


	December 31, 2025		December 31, 2024		Change
Contract assets	$	3,526	$	650	$	2,876
Contract liabilities	—		(14)		14
Net contract assets	$	3,526	$	636	$	2,890

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 the commitment is made, unless the payment is contractually recoverable. Amounts related to commitments of future payments to customers in the consolidated balance sheets as of December 31, 2025 and December 31, 2024, were current liabilities of $7,676 and $9,918, respectively, and long-term liabilities of $1,265 and $1,597, 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 consolidated statements of operations.

6. 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.

In May 2024, the Board of Directors of the Company approved a restructuring plan that eliminated approximately 400 salaried, contract and open positions based on the Company’s new product line organizational structure and current and anticipated market demands. This restructuring effort aimed to further improve and maximize the Company’s operational efficiency by streamlining business practices and deployed resources and improving the organization’s overall cost structure.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

After recognizing approximately $17,000 of restructuring expenses related to this plan during the year ended December 31, 2024, the Company did not recognize any significant additional expenses related to this plan during the year ended December 31, 2025 and does not anticipate doing so in the future. Cash expenditures include severance and other related costs directly attributable to the restructuring activities which were paid in 2024 and to a lesser extent in 2025. The restructuring activities are anticipated to generate annualized savings of approximately $40,000 to $45,000.

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 by segment for the years ended December 31, 2025, 2024 and 2023 were as follows:


	Year Ended December 31,
	2025		2024		2023
Sealing Systems	$	14,091	$	16,144	$	8,802
Fluid Handling Systems	4,884		2,841		6,663
Corporate and other	1,006		4,616		2,553
Total	$	19,981	$	23,601	$	18,018

Restructuring activity for all restructuring initiatives for the years ended December 31, 2025 and 2024 was as follows:


	Employee Separation Costs		Other Exit Costs		Total
Balance as of December 31, 2023	$	18,960	$	5,333	$	24,293
Expense	21,596		2,005		23,601
Cash payments	(23,728)		(2,755)		(26,483)

Foreign exchange translation and other	(1,771)		362		(1,409)
Balance as of December 31, 2024	$	15,057	$	4,945	$	20,002
Expense	9,761		10,220		19,981
Cash payments	(13,579)		(12,772)		(26,351)
Non-cash asset impairments included in expense	—		(1,023)		(1,023)
Foreign exchange translation and other	961		560		1,521
Balance as of December 31, 2025	$	12,200	$	1,930	$	14,130

Restructuring expense for the year ended December 31, 2025 primarily consisted of other exit costs associated with the closure and downsizing of certain plants in Europe and North America, as well as employee separation costs related to workforce reduction initiatives aimed at optimizing the Company’s cost structure.

Restructuring expense for the year ended December 31, 2024 primarily consisted of employee separation costs related to workforce reduction initiatives aimed at optimizing the Company’s cost structure. Other exit costs for the year ended December 31, 2024 included expenses associated with the closure of certain plants in Europe and North America.

7. Leases

The Company has operating and finance leases for certain manufacturing facilities, corporate offices and certain equipment. Operating leases are included in operating lease right-of-use assets, net, current operating lease liabilities and long-term operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property, plant and equipment, net, debt payable within one year, and long-term debt on the Company’s consolidated balance sheets.

Lease right-of-use assets are recognized at commencement date based upon the present value of the remaining future lease payments over the lease term. The Company’s lease terms include options to renew or terminate the lease when it is reasonably certain that the Company will exercise the option. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based upon information available at the lease commencement date to determine the present value of the remaining future lease payments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The Company has lease agreements with lease and non-lease components. For real estate leases, these components are accounted for separately, while for equipment leases, the lease and non-lease components are accounted for as a single lease component.

Variable lease expense includes payments based upon changes in a rate or index, such as consumer price indexes, as well as usage of the leased asset. Short-term lease expense includes leases with terms, at lease commencement, of 12 months or less and no purchase option reasonably certain to be exercised. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of lease expense for the years ended December 31, 2025, 2024 and 2023 were as follows:


	Year Ended December 31,
	2025		2024		2023
Operating lease expense	$	26,988	$	27,220	$	28,128
Short-term lease expense	5,358		5,585		5,037
Variable lease expense	2,875		2,817		2,310
Finance lease expense:
Amortization of right-of-use assets	2,210		2,291		2,216
Interest on lease liabilities	1,008		1,152		1,292
Total lease expense	$	38,439	$	39,065	$	38,983

The Company recorded sublease income of $957, $2,017 and $1,213 for the years ended December 31, 2025, 2024 and 2023, respectively.

Other information related to leases was as follows:


	Year Ended December 31,
	2025		2024		2023
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	27,330	$	27,611	$	28,432
Operating cash flows for finance leases	1,002		1,156		1,292
Financing cash flows for finance leases	2,380		2,527		2,247
Non-cash right-of-use assets obtained in exchange for lease obligations:
Operating leases	9,812		10,201		8,653
Finance leases	157		—		540

Weighted Average Remaining Lease Term (in years)
Operating leases	6.0		6.7		7.3
Finance leases	6.4		7.2		7.9

Weighted Average Discount Rate
Operating leases	7.1 %		7.2 %		6.7 %
Finance leases	5.7 %		6.0 %		6.0 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Future lease payments under non-cancellable leases as of December 31, 2025 were as follows:


Year	Operating Leases		Finance Leases
2026	$	23,633	$	2,980
2027	18,948		2,903
2028	16,883		2,492
2029	12,599		5,721
2030	10,015		1,691
Thereafter	24,150		5,307
Total future lease payments	$	106,228	$	21,094
Less: imputed interest	(18,010)		(3,758)
Total	$	88,218	$	17,336

Amounts recognized on the consolidated balance sheets as of December 31, 2025 and December 31, 2024 were as follows:


	December 31, 2025		December 31, 2024
Operating Leases
Operating lease right-of-use assets, net	$	83,474	$	87,292
Current operating lease liabilities	18,412		18,859
Long-term operating lease liabilities	69,806		71,907

Finance Leases
Property, plant and equipment, net	$	17,260	$	18,241
Debt payable within one year	2,088		2,655
Long-term debt	15,248		16,301

As of December 31, 2025, the Company had additional leases that have not yet commenced with undiscounted lease payments of approximately $42. These leases will commence in 2026 with lease terms up to four years.

8. Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following:


	December 31,				Estimated
	2025		2024		Useful Lives
Land and improvements	$	45,022	$	41,945	10 to 25 years
Buildings and improvements	274,806		256,606		10 to 40 years
Machinery and equipment	1,252,002		1,187,476		5 to 10 years
Construction in progress	55,021		60,142
Property, plant and equipment	$	1,626,851	$	1,546,169
Accumulated depreciation	(1,103,343)		(1,006,968)
Property, plant and equipment, net	$	523,508	$	539,201

For the year ended December 31, 2024, the Company closed on a transaction to sell building and land related to a previously closed Canadian facility. The Company received cash proceeds of $4,003 and recorded a gain on the sale transaction of $3,317, which is included in the consolidated statements of operations. The transaction included the removal of property, plant and equipment with a gross carrying value of $3,363 and accumulated depreciation of $2,676, which is reflected in the balance sheet as of December 31, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

For the year ended December 31, 2023, the Company recorded impairment charges of $2,348, related to machinery and equipment due to operating performance challenges at certain locations in North America, Europe, and Asia Pacific. The fair value of machinery and equipment was determined using estimated orderly liquidation value, which was deemed the highest and best use of the assets. Meanwhile, the fair value of real estate assets was determined using a value-in-exchange approach, which indicated that their fair value exceeded their carrying value.

For the years ended December 31, 2025, 2024 and 2023, the Company also recorded impairment charges of $369, $713 and $1,633, respectively, due to idle assets in certain locations in Asia Pacific and Europe. The fair value was determined using estimated salvage value, which was deemed the highest and best use of the assets.

Asset impairment charges by segment for the years ended December 31, 2025, 2024 and 2023 were as follows:


	Year Ended December 31,
	2025		2024		2023
Sealing Systems	$	268	$	531	$	164
Fluid Handling Systems	101		130		2,567
Corporate and other	—		52		1,250
Total (1)	$	369	$	713	$	3,981

(1) Excludes $787 of non-cash impairment charges for the year ended December 31, 2023 associated with a joint venture in the Asia Pacific region as disclosed in Note 4. “Divestitures”.

9. Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill by reporting unit for the years ended December 31, 2025 and 2024 were as follows:


	Sealing Systems		Fluid Handling Systems		Industrial Specialty Group		Total
Balance as of December 31, 2023	$	47,775	$	80,303	$	12,736	$	140,814

Foreign exchange translation	(371)		—		—		(371)
Balance as of December 31, 2024	47,404		80,303		12,736		140,443
Foreign exchange translation	253		—		—		253
Balance as of December 31, 2025	$	47,657	$	80,303	$	12,736	$	140,696

The Company performed its annual goodwill impairment during the fourth quarters of 2025, 2024 and 2023.

During the fourth quarter of 2025, the Company performed a quantitative goodwill impairment test. The fair value of each reporting unit was determined and compared to its carrying value. If the carrying value had exceeded the fair value, an impairment charge would have been recorded for the difference. The results of the annual quantitative impairment analyses indicated that the fair value of all reporting units exceeded their carrying values, resulting in no goodwill impairment for the year ended December 31, 2025.

During the fourth quarter of 2024, the Company performed a qualitative assessment, which was partly informed by quantitative valuations of each reporting unit conducted as of January 1, 2024, following a change to the Company’s management reporting structure with the launch of global product line-focused business segments. Based on this assessment, the Company concluded that it is more likely than not that the fair value of each reporting unit exceeds its carrying amount, and therefore, no goodwill impairment was required for the year ended December 31, 2024.

During the fourth quarter of 2023, the Company performed a quantitative goodwill impairment test. The fair value of each reporting unit was determined and compared to its carrying value. If the carrying value had exceeded the fair value, an impairment charge would have been recorded for the difference. The results of the annual quantitative impairment analyses indicated that the fair value of all reporting units exceeded their carrying values, resulting in no goodwill impairment for the year ended December 31, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The write off of goodwill of $1,300 during the year ended December 31, 2023 is related to the sale of the European technical rubber products business. Refer to Note 4. “Divestitures” for additional information.

Intangible Assets

Definite-lived intangible assets and accumulated amortization balances as of December 31, 2025 and 2024 were as follows:


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	152,572	$	(141,885)	$	10,687
Other	39,393		(21,102)		18,291
Balance as of December 31, 2025	$	191,965	$	(162,987)	$	28,978

Customer relationships	$	152,054	$	(137,654)	$	14,400
Other	37,737		(18,332)		19,405
Balance as of December 31, 2024	$	189,791	$	(155,986)	$	33,805

Estimated amortization expense for the next five years is shown in the table below:


Year	Expense
2026	$	5,400
2027	5,140
2028	4,199
2029	3,171
2030	2,870

10. Debt and Other Financing

A summary of outstanding debt as of December 31, 2025 and December 31, 2024 was as follows:


	December 31,
	2025		2024
First Lien Notes	$	613,577	$	610,955
Third Lien Notes	389,658		388,169
2026 Senior Notes	42,491		42,415



Finance leases	17,336		18,956
Other borrowings	41,542		39,772
Total debt	1,104,604		1,100,267
Less: current portion	(86,121)		(42,428)
Total long-term debt	$	1,018,483	$	1,057,839

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The principal maturities of debt, at nominal value, as of December 31, 2025 are as follows:


Year	Debt and Finance Lease Obligations*
2026	$	87,077
2027	1,011,524
2028	2,492
2029	5,721
2030	1,691
Thereafter	5,307
Total	$	1,113,812

* Inclusive of imputed interest on finance leases.

The weighted average interest rate of our debt payable within one year was 4.3% as of December 31, 2025 and 3.4% as of December 31, 2024.

First Lien Notes

On January 27, 2023, the Company issued $580,000 aggregate principal amount of its 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “First Lien Notes”). The First Lien Notes mature on March 31, 2027 and bear interest at the rate of 13.50% per annum, payable in cash semi-annually on June 15 and December 15 of each year. Interest payments commenced on June 15, 2023. For the first four interest periods, the Company had the option, at its sole discretion, to pay up to 4.50% of the interest by increasing the principal amount of the outstanding First Lien Notes or, in limited circumstances, by issuing additional First Lien Notes. As of December 31, 2025 and December 31, 2024, the outstanding aggregate carrying amounts of the First Lien Notes were $613,577 and $610,955, respectively. These balances reflect the Company’s election to pay 4.50% of the interest for the first three interest payments as payment-in-kind. The Company elected to pay the fourth interest payment, due December 15, 2024, entirely in cash.

As of December 31, 2025 and December 31, 2024, the Company had $3,148 and $5,666, respectively, of unamortized debt issuance costs, and $129 and $233, respectively, of unamortized original issue discount related to the First Lien Notes. These amounts are presented as direct deductions from the principal balance in the consolidated balance sheets. Both the debt issuance costs and the original issue discount are amortized into interest expense over the term of the First Lien Notes.

Third Lien Notes

On January 27, 2023, the Company issued $357,446 aggregate principal amount of its 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Third Lien Notes”). The Third Lien Notes mature on May 15, 2027 and bear interest at the rate of 5.625% per annum, payable in cash semi-annually on June 15 and December 15 of each year. Interest payments commenced on June 15, 2023. For the first four interest periods, the Company had the option, at its sole discretion, to pay interest at 10.625% per annum either by increasing the principal amount of the outstanding Third Lien Notes or, in limited circumstances, by issuing additional Third Lien Notes. As of December 31, 2025 and December 31, 2024, the outstanding aggregate carrying amounts of the Third Lien Notes were $389,658 and $388,169, respectively. These amounts reflect the Company’s election to fully pay the first two interest payments as payment-in-kind. The Company elected to pay the third and fourth interest payments on the Third Lien Notes, due June 15, 2024 and December 15, 2024, respectively, in cash.

As of December 31, 2025 and December 31, 2024, the Company had $2,109 and $3,598, respectively, of unamortized debt issuance costs related to the Third Lien Notes. These amounts are presented as direct deductions from the principal balance in the consolidated balance sheets. The debt issuance costs are amortized into interest expense over the term of the Third Lien Notes.

2026 Senior Notes

On November 2, 2016, the Company issued $400,000 aggregate principal amount of its 5.625% Senior Notes due 2026 (the “2026 Senior Notes”). As part of certain refinancing transactions that were completed on January 27, 2023, the Company exchanged $357,446 aggregate principal amount of its 2026 Senior Notes for $357,446 aggregate principal amount of its newly issued Third Lien Notes. Following the completion of the exchange, $42,554 aggregate principal amount of the 2026 Senior Notes remained outstanding. As of December 31, 2025 and December 31, 2024, the outstanding aggregate carrying amounts of the 2026 Senior Notes recognized in the consolidated balance sheets is $42,491 and $42,415, respectively. The 2026 Senior Notes mature

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

on November 15, 2026 and bear interest at the rate of 5.625% per annum, which is payable in cash semi-annually on May 15 and November 15 of each year.

As of December 31, 2025 and December 31, 2024, the Company had $63 and $139, respectively, of unamortized debt issuance costs related to the 2026 Senior Notes. These amounts are presented as direct deductions from the principal balance in the consolidated balance sheets. The debt issuance costs are being amortized into interest expense over the term of the 2026 Senior Notes.

ABL Facility

On November 2, 2016, the Company entered into a third amendment and restatement of the ABL Facility. In March 2020, the Company entered into Amendment No. 1 to the Third Amended and Restated Loan Agreement (“the First Amendment”). As a result of the First Amendment, the ABL Facility maturity was extended to March 2025, and the aggregate revolving loan commitment was reduced to $180,000. In May 2020, the Company entered into Amendment No. 2 to the Third Amended and Restated Loan Agreement (the “Second Amendment”), which modified certain covenants under the ABL Facility. In December 2022, the Company entered into Amendment No. 3 to the Third Amended and Restated Loan Agreement (the “Third Amendment”), which became effective on January 27, 2023. In May 2024, the Company entered into Amendment No. 4 to the Third Amended and Restated Loan Agreement (the “Fourth Amendment”), which, among other things, (1) extended the termination date for revolving commitments totaling $150,000 from March 24, 2025 ( “Existing Termination Date”) to May 6, 2029; (2) provided for leverage-based interest rate margin and commitment fee step-downs; and (3) replaced the Canadian BA Rate with Term CORRA as the applicable benchmark rate for all purposes under the ABL Facility for revolving loans denominated in Canadian Dollars. In September 2024, the Company entered into an agreement to transfer and assign revolving commitments totaling $35,000 from certain existing ABL Facility lenders to new ABL Facility lenders. As part of this agreement, the termination date for all outstanding revolving commitments that had not been previously extended was extended from the Existing Termination Date to May 6, 2029, with the aggregate revolving loan commitment remaining at $180,000.

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 $100,000 incremental loan facility, for a potential total ABL Facility of $280,000 (if requested by Cooper-Standard Automotive Inc. 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 December 31, 2025 was $168,282 and the monthly fixed charge coverage ratio was at a level that provided the Company with full access to the borrowing base. Net of $7,385 of outstanding letters of credit, the Company effectively had $160,897 available for borrowing under its ABL Facility as of December 31, 2025.

As of December 31, 2025 and December 31, 2024, there were no borrowings under the ABL Facility.

As of December 31, 2025 and December 31, 2024, the Company had $840 and $1,680, respectively, of unamortized debt issuance costs related to the ABL Facility recorded in other long-term assets in the consolidated balance sheets.

Debt Covenants

The Company was in compliance with all applicable covenants of the First Lien Notes, Third Lien Notes, 2026 Senior Notes, and ABL Facility as of December 31, 2025.

Other Financing

Finance leases and other. Other borrowings as of December 31, 2025 and December 31, 2024, reflect finance leases and other borrowings under local bank lines classified in debt payable within one year in the 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 indentures governing the First Lien Notes, Third Lien Notes, and 2026 Secured Notes. The European factoring facility allows the Company to factor up to €80,000 of its Euro-denominated accounts receivable, accelerating access to cash and reducing credit risk. The factoring facility expires on December 31, 2026.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Costs incurred on the sale of receivables are recorded in other expense, net in the 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 consolidated balance sheets.

Amounts outstanding under the European factoring facility as of December 31, 2025 and December 31, 2024 were as follows:


	December 31, 2025		December 31, 2024
Off-balance sheet arrangements	$	70,729	$	53,377

Accounts receivable factored and related costs associated with the European factoring facility for the years ended December 31, 2025, 2024 and 2023 were as follows:


	Off-Balance Sheet Arrangements
	Year Ended December 31,
	2025		2024		2023
Accounts receivable factored	$	462,956	$	497,408	$	420,119
Costs	2,135		2,904		2,226

As of December 31, 2025 and December 31, 2024, cash collections on behalf of the Factor that had yet to be remitted were $1,606 and $838, respectively, and are reflected in other current assets as restricted cash with a corresponding payable reflected in accrued liabilities in the consolidated balance sheets.

11. 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:


Level 1:			Observable inputs such as quoted prices in active markets;
Level 2:			Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:			Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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 December 31, 2025 and 2024 were as follows:


	December 31, 2025		December 31, 2024		Input
Derivatives designated as hedging instruments:
Forward foreign exchange contracts - other current assets	$	7,211	$	269	Level 2
Forward foreign exchange contracts - accrued liabilities	$	(68)	$	(4,109)	Level 2
Derivatives not designated as hedging instruments:
Forward foreign exchange contracts - other current assets	$	—	$	86	Level 2

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy. For additional information on assets and liabilities measured at fair value on a nonrecurring basis see Note 2. “Basis of Presentation and Summary of Significant Accounting Policies”, Note 4. “Divestitures”, Note 8. “Property, Plant and Equipment, Net”, and Note 9. “Goodwill and Intangible Assets”.

Items Not Carried at Fair Value

Fair values of the Company’s First Lien Notes, Third Lien Notes, and 2026 Senior Notes as of December 31, 2025 and 2024 were as follows:


	December 31, 2025		December 31, 2024
Aggregate fair value	$	1,062,833	$	1,012,495
Aggregate carrying value (1)	$	1,051,175	$	1,051,175

(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 AOCI in the 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 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 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 flow 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 December 31, 2025 and 2024, the notional amount of these contracts was $222,988 and $188,140, respectively, and consisted of hedges of cash flow transactions extending out to December 2026.

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


	Gain (Loss) Recognized in OCI
	Year Ended December 31,
	2025		2024
Cash flow hedges	$	18,132	$	(8,045)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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:


	Gain (Loss) Reclassified from AOCI to Income
	Year Ended December 31,
	2025		2024
Cash flow hedges	$	7,140	$	(3,919)

Derivatives Not Designated as Hedges

Forward Foreign Exchange Contracts. Effective in the third quarter of 2024, the Company began using one-month forward contracts to manage exposure related to 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 to earnings. The principal currencies hedged by the Company are the Mexican Peso and Brazil Real. As of December 31, 2025 and 2024, the notional amount outstanding was $20,489 and $16,426, respectively.

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


	(Loss) Gain Recognized in Income
	Year Ended December 31,
	2025		2024
Non-designated foreign currency contracts	$	(3,908)	$	690

12. Pensions

The Company maintains defined benefit pension plans covering certain employees in certain international locations and a supplemental employee retirement plan (“SERP”) for certain employees located in the United States. The majority of these plans are frozen, and all are closed to new employees. Benefits generally are based on compensation, length of service and age for salaried employees and on length of service for hourly employees. The Company’s policy is to fund pension plans such that sufficient assets will be available to meet future benefit requirements and contribute amounts required by local statute.

Pension Plan Termination

On October 11, 2022, the Company’s Board of Directors approved a resolution to merge certain of the Company’s U.S. defined benefit pension plans and terminate the resulting merged plan (“U.S. Pension Plan”) effective December 31, 2022.

On April 3, 2024, the Company irrevocably transferred approximately $137,000 of remaining pension benefit obligations and associated plan assets related to the U.S. Pension Plan to a highly-rated insurance company, thereby reducing the Company’s pension obligations and assets by the same amount. This transaction further de-risked the Company’s retirement-related plans by eliminating the potential for the Company to make future cash contributions to fund the remaining pension benefit obligations being transferred to the insurer. Beginning in June 2024, the insurance company began paying plan benefits to eligible plan participants through a group annuity contract.

The termination of the U.S. Pension Plan was completed during the year ended December 31, 2024.

For the year ended December 31, 2025, the Company recognized a net, pension settlement loss of $134 in the consolidated statements of operations related to lump sum payments made to eligible plan participants in certain international locations.

For the year ended December 31, 2024, the Company recognized a net one-time, non-cash pension settlement charge of $44,571 ($45,973 net of tax) in the consolidated statements of operations, primarily related to the accelerated recognition of accumulated actuarial losses included within AOCI in the consolidated balance sheets.

For the year ended December 31, 2023, the Company recognized a pension settlement loss of $16,285 in the consolidated statements of operations, due to completing the transfer of all lump sum payments to eligible plan participants who elected such lump sums or otherwise met the criteria for lump sum payments as part of the termination process.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Pension Plan Funded Status Reconciliation

Information related to the Company’s defined benefit pension plans was as follows:


	Year Ended December 31,
	2025				2024
	U.S.		Non-U.S.		U.S.		Non-U.S.
Change in projected benefit obligations:
Projected benefit obligations at beginning of period	$	9,782	$	110,536	$	161,813	$	126,795
Service cost	—		2,483		—		2,338
Interest cost	510		4,839		2,252		4,774
Net actuarial loss (gain)	502		(9,098)		(11,378)		(4,753)
Benefits paid	(1,041)		(6,455)		(6,426)		(4,687)
Foreign currency exchange rate effect	—		12,030		—		(9,421)
Settlements and curtailments	—		(1,503)		(136,479)		(4,686)


Other	—		(208)		—		176
Projected benefit obligations at end of period	$	9,753	$	112,624	$	9,782	$	110,536

Change in plan assets:
Fair value of plan assets at beginning of period	$	—	$	29,428	$	147,457	$	34,550
Actual return on plan assets	—		722		(5,686)		2,393
Employer contributions	1,041		5,339		1,042		4,711
Benefits paid	(1,041)		(6,455)		(6,426)		(4,687)
Foreign currency exchange rate effect	—		1,376		—		(2,767)
Settlements and curtailments	—		(1,503)		(136,479)		(4,552)

Other	—		—		92		(220)
Fair value of plan assets at end of period	$	—	$	28,907	$	—	$	29,428

Funded status of the plans	$	(9,753)	$	(83,717)	$	(9,782)	$	(81,108)

The U.S. amounts provided in the table above for projected benefit obligations at end of period, fair value of plan assets at end of period, and funded status of the plans for the year ended December 31, 2025 relate only to the Company’s U.S. SERP.


	December 31, 2025				December 31, 2024
	U.S.		Non-U.S.		U.S.		Non-U.S.
Amounts recognized in the consolidated balance sheet:
Other assets	$	—	$	3,338	$	—	$	3,253
Accrued liabilities	(1,007)		(4,465)		(1,005)		(3,885)
Pension benefits (long-term)	(8,746)		(82,590)		(8,777)		(80,476)

The U.S. amounts provided in the table above for amounts recognized in the consolidated balance sheet as of December 31, 2025 relate only to the Company’s U.S. SERP.

Pre-tax amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit cost (income) as of December 31, 2025 and 2024 were as follows:


	December 31, 2025				December 31, 2024
	U.S.		Non-U.S.		U.S.		Non-U.S.
Prior service cost	$	—	$	(8)	$	—	$	(8)
Actuarial (losses) gains	(3,035)		4,401		(2,671)		(4,836)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The Company uses the corridor approach when amortizing actuarial gains or losses. Under the corridor approach, net unrecognized actuarial losses in excess of 10% of the greater of i) the projected benefit obligations or ii) the fair value of plan assets for a particular plan are amortized over the average future service period of the employees in that plan.

The accumulated benefit obligations for all domestic and international defined benefit pension plans was $9,753 and $104,687 as of December 31, 2025 and $9,782 and $103,186 as of December 31, 2024, respectively. As of December 31, 2025, the fair value of plan assets for one of the Company’s defined benefit plans exceeded the projected benefit obligations of $14,773 by $3,338.

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


	Year Ended December 31,
	2025				2024				2023
	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Service cost	$	—	$	2,483	$	—	$	2,338	$	—	$	2,161
Interest cost	510		4,839		2,252		4,774		9,254		5,198
Expected return on plan assets	—		(809)		(1,701)		(1,319)		(8,451)		(1,230)
Amortization of prior service cost and actuarial loss	138		6		680		211		3,110		24
Settlement loss (gain)	—		134		44,571		87		16,285		(248)
Curtailment gain	—		—		—		(105)		—		—

Net periodic benefit cost	$	648	$	6,653	$	45,802	$	5,986	$	20,198	$	5,905

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 consolidated statements of operations. Any losses or gains associated with pension settlements, curtailments or other special one-time events are presented separately in the consolidated statements of operations for all periods presented. All other components of net periodic benefit cost (income) are included in other expense, net, in the consolidated statements of operations for all periods presented.

Plan Assumptions

Weighted average assumptions used to determine benefit obligations as of December 31, 2025 and 2024 were as follows:

December 31, 2025

December 31, 2024

U.S.

Non-U.S.

U.S.

Non-U.S.

Discount rate

5.00%

4.69%

5.50%

4.21%

Rate of compensation increase

N/A*

3.23%

N/A*

3.14%

Cash balance interest credit rate

N/A

* The U.S assumptions relate only to the Company’s U.S. SERP which is a frozen plan; therefore, the rate of compensation increase was not applicable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Weighted average assumptions used to determine net periodic benefit cost (income) for the years ended December 31, 2025, 2024 and 2023 were as follows:

Year Ended December 31,

2025

2024

Cooper-Standard Holdings Inc. 10-K