Cooper Standard Announces Pricing of $1.1 Billion of Senior Secured First Lien Notes (Form 8-K)

Cooper Standard Announces Pricing of $1.1 Billion of Senior Secured First Lien Notes

NORTHVILLE, Mich., February 20, 2026 -- Cooper-Standard Holdings Inc. (NYSE: CPS) ("Cooper Standard," "Company" or "we") today announced the pricing of the private offering by its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (the "Issuer"), of $1,100.0 million in aggregate principal amount of 9.250% Senior Secured First Lien Notes due 2031 (the "Notes"). The Notes will be the senior secured obligations of, and will be guaranteed on a senior secured basis by, CS Intermediate HoldCo 1 LLC and certain of the Issuer's domestic subsidiaries that guarantee certain other indebtedness. The Notes will also be guaranteed on a senior unsecured basis by Cooper-Standard Latin America B.V., which also guarantees the Issuer's senior asset-based revolving credit facility. The Notes offering is expected to close on March 4, 2026, subject to customary closing conditions.

The Issuer intends to use the net proceeds from the Notes offering, together with cash on hand, to (i) redeem all of its existing and outstanding 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027, 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 and 5.625% Senior Notes due 2026 at the applicable redemption prices including premiums, if any (collectively, the "Redemptions"); and (ii) pay fees and expenses related to the Notes offering and the Redemptions.

The Notes are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), only to "qualified institutional buyers" in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes and the related note guarantees have not and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States to, or for the benefit of, U.S. persons except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.