Every material Form 8-K Adient has filed with the SEC since January 28, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Adient's board adopted a Tax Benefits Preservation Plan to help protect its U.S. net operating loss carryforwards and other tax attributes, and increased its share repurchase authorization by $400 million to a total of $1 billion. The rights plan is designed to make it harder for any person or group to reach a 4.95% stake, which could limit a takeover or large holder purchase, while the larger buyback authorization gives the company more capacity to return capital to shareholders.
The company's rights are issued one per ordinary share, exercisable after the Separation Time for $83.50 to buy one one-thousandth of a participating preferred share.
The repurchase authorization rises by $400 million to $1 billion total, with $435 million remaining after $565 million repurchased under the program launched in November 2022.
The plan expires on November 4, 2027 unless shareholders ratify it, in which case it runs to November 4, 2029; the company intends to seek shareholder approval at its next annual meeting.
Adient reported a fourth-quarter fiscal 2026 net loss attributable to Adient of $47 million, or $0.62 per diluted share, compared with net income of $18 million, or $0.22 per share, a year earlier. Net sales rose to $3.73 billion from $3.69 billion, but restructuring and impairment costs increased to $74 million from $11 million. For the full year, the net loss narrowed to $17 million from $281 million, and adjusted diluted earnings per share were $1.87, down from $1.93.
Q4 net sales $3.73 billion vs. $3.69 billion a year earlier
Q4 net loss attributable to Adient $47 million ($0.62 per diluted share) vs. net income of $18 million ($0.22)
Q4 restructuring and impairment costs $74 million vs. $11 million; adjusted diluted EPS $0.52 in both periods
Full-year net loss attributable to Adient $17 million vs. $281 million; full-year adjusted diluted EPS $1.87 vs. $1.93
Adient said director Peter Carlin will resign from the board on Oct. 1, 2026, and join as vice president, finance, before becoming executive vice president and chief financial officer on Nov. 16, 2026, replacing Mark Oswald, who departs at that time. The board will shrink to seven members as of Oct. 1, and Carlin's CFO pay package includes a $820,000 base salary and a $4,250,000 target equity award for fiscal 2027.
Carlin, a director since 2018, resigns from the board on Oct. 1, 2026 and joins as vice president, finance
Carlin becomes CFO and principal financial officer effective Nov. 16, 2026, when Mark Oswald departs
CFO pay: $820,000 base salary, 100% target bonus, and $4,250,000 target equity award for fiscal 2027
Adient entered an amendment on August 20, 2026 to its term loan credit agreement, adding $500 million of incremental term loans that bring total loans outstanding to $1.12 billion. The proceeds, with cash on hand, will redeem all $500 million of the 7.000% Senior Secured Notes due 2028 and cover fees and expenses. The filing does not describe a change in the company's operating results.
Amendment dated August 20, 2026 adds $500 million of incremental term loans under the Term Loan Credit Agreement dated May 6, 2019.
Total loans outstanding under the amended credit agreement are $1.12 billion as of the amendment date.
Proceeds plus cash on hand will redeem all $500 million of Adient Global Holdings' 7.000% Senior Secured Notes due 2028.
Incremental term loans have the same maturity and terms as existing term loans and remain secured guarantees by Parent and certain subsidiaries.
Adient reported third-quarter fiscal 2026 results for the quarter ended June 30, 2026, with net sales of $3,929 million, up from $3,741 million a year earlier. Net income attributable to Adient fell to $25 million, or $0.32 per diluted share, from $36 million, or $0.43, while adjusted diluted EPS rose to $0.48 from $0.45. The filing contains no updated guidance, and shareholders get a mixed picture: higher sales and adjusted EPS alongside lower GAAP earnings.
Net sales were $3,929 million versus $3,741 million a year earlier.
Diluted EPS was $0.32 versus $0.43; adjusted diluted EPS was $0.48 versus $0.45.
Adjusted EBITDA was $225 million versus $226 million, with an adjusted EBITDA margin of 5.7% versus 6.0%.
Share repurchases were $30 million in the quarter, down from $50 million, and shares outstanding at period end were 77.1 million versus 81.2 million.
Adient's Chief Financial Officer, Mark Oswald, has given notice that he intends to leave the company no later than December 31, 2026. The company says the departure is not due to any disagreement over operations, policies or practices, and it has started an external search for a new CFO.
Mark Oswald, Executive Vice President and CFO, gave notice on July 6, 2026 of his intent to leave.
Departure is expected no later than December 31, 2026.
The company states the exit is not the result of any disagreement with management on operations, policies or practices.
Adient has initiated an external search for its next Chief Financial Officer.
Adient reported second-quarter fiscal 2026 results for the period ended March 31, 2026. Net sales rose to $3,865 million from $3,611 million, and the company swung to a net profit attributable to Adient of $27 million from a loss of $335 million a year earlier, but adjusted EBITDA and adjusted diluted EPS both declined.
Net sales were $3,865 million, up from $3,611 million in the year-earlier quarter.
Diluted EPS was $0.34, compared with a loss of $3.99 per share a year earlier; adjusted diluted EPS was $0.52, down from $0.69.
Adjusted EBITDA was $223 million, down from $233 million, and restructuring and impairment costs were $5 million, versus $351 million a year earlier.
Free cash flow was $8 million, compared with a negative $90 million in the prior-year quarter.
At its 2026 Annual General Meeting on March 10, 2026, Adient shareholders elected eight directors to one-year terms, ratified PricewaterhouseCoopers LLP as auditor for fiscal 2026, approved advisory pay for named executive officers, and renewed two Irish law share authorities. Separately, the board approved a one-time restricted stock unit retention award with a grant-date fair value of $500,000 for executive James Conklin.
Eight directors were elected for terms expiring at the 2027 annual meeting, with each nominee receiving 60.9 million or more votes for.
Advisory vote on named executive officer compensation: 58,376,788 for and 3,648,262 against.
PricewaterhouseCoopers LLP ratified as independent auditor for fiscal 2026: 64,999,110 for and 1,465,490 against.
Conklin's Special RSU Award has a May 7, 2026 grant date and vests one-half per year over two years.
Adient reported results for the quarter ended December 31, 2025, with net sales of $3.64 billion, up from $3.50 billion a year earlier. The company posted a net loss attributable to Adient of $22 million, or $0.28 per diluted share, compared with break-even a year earlier, while adjusted diluted EPS rose to $0.35 from $0.27. Free cash flow fell to $15 million from $45 million, so shareholders see higher sales and adjusted earnings alongside a reported loss and weaker cash generation.
Net sales rose to $3,644 million from $3,495 million in the prior-year quarter.
Net loss attributable to Adient was $22 million, or $(0.28) per diluted share, versus break-even a year earlier.
Adjusted diluted EPS was $0.35, up from $0.27; adjusted EBITDA was $207 million versus $196 million.
Free cash flow was $15 million, down from $45 million; the filing gives no full-year guidance.
On January 15, 2026, Adient and its subsidiaries signed Amendment No. 5 to the Term Loan Credit Agreement dated May 6, 2019, with Bank of America, N.A. as agent. The amendment lowers the interest rate margin to 2.00% for Term SOFR loans and 1.00% for Base Rate loans, while the $624 million outstanding balance is unchanged. Because the lower margin reduces the cost of this borrowing, the change matters to shareholders, though the filing does not quantify the savings.
Amendment effective date: January 15, 2026; Bank of America, N.A. is administrative and collateral agent
Interest rate margin reduced to 2.00% for Term SOFR loans and 1.00% for Base Rate loans
Total loans outstanding of $624 million remained unchanged
Obligations remain guaranteed on a secured basis by Adient plc and certain material wholly-owned restricted subsidiaries
Adient reported fourth-quarter fiscal 2025 results for the period ended September 30, 2025. Quarterly net sales rose to $3,688 million from $3,562 million, but net income attributable to Adient fell to $18 million from $79 million, and full-year results included a net loss of $281 million driven by $392 million in restructuring and impairment costs.
Q4 net sales $3,688 million vs. $3,562 million a year earlier
Q4 diluted EPS $0.22 vs. $0.91; adjusted diluted EPS $0.52 vs. $0.68
Full year net loss attributable to Adient of $281 million (diluted EPS -$3.39) vs. net income of $18 million, including a $333 million goodwill impairment
Q4 adjusted EBITDA $226 million vs. $235 million; full-year adjusted EBITDA $881 million vs. $880 million
Adient amended its revolving credit agreement with JPMorgan Chase Bank, N.A. as agent, extending the maturity date to five years from October 17, 2025 and reducing aggregate commitments to $1,000,000,000. The obligations remain guaranteed on a secured basis by Adient plc and certain material wholly-owned restricted subsidiaries, so the change affects the company's borrowing terms rather than its reported results.
Amendment No. 5 to the Amended and Restated Revolving Credit Agreement dated November 2, 2022, effective October 17, 2025
Maturity date extended to five years from the Amendment Effective Date
Aggregate commitments reduced to $1,000,000,000
Obligations continue to be guaranteed on a secured basis by the Company and certain material wholly-owned restricted subsidiaries
Adient reported results for the third quarter ended June 30, 2025, in a news release furnished as Exhibit 99.1. Net sales rose to $3,741 million from $3,716 million, and net income attributable to Adient was $36 million, compared with a loss of $11 million a year earlier, which lifts diluted earnings per share to $0.43 from a loss of $0.12.
Net sales were $3,741 million for the quarter, up from $3,716 million a year earlier.
Net income attributable to Adient was $36 million, or $0.43 per diluted share, versus a loss of $11 million, or $0.12 per share, in the prior-year quarter.
Adjusted diluted earnings per share were $0.45, up from $0.32, and adjusted EBITDA was $226 million, up from $202 million.
Free cash flow was $115 million for the quarter, up from $88 million, but $70 million for the nine months, down from $86 million.
Adient reported a net loss attributable to Adient of $335 million, or $3.99 per diluted share, for the quarter ended March 31, 2025, compared with a loss of $70 million, or $0.77 per share, a year earlier. Net sales fell to $3.61 billion from $3.75 billion, and restructuring and impairment costs rose to $351 million, including a $333 million goodwill impairment. Adjusted diluted earnings per share rose to $0.69 from $0.54, so shareholders face a larger reported loss alongside higher adjusted profit.
Net sales were $3.61 billion, down from $3.75 billion a year earlier.
Net loss attributable to Adient was $335 million, or $3.99 per diluted share, versus $70 million, or $0.77 per share.
Adjusted diluted earnings per share were $0.69, up from $0.54; adjusted EBITDA was $233 million, up from $227 million.
Cash used by operating activities was $45 million, and net debt was $1.64 billion at March 31, 2025.
At its 2025 Annual General Meeting on March 11, 2025, Adient shareholders elected eight directors for one-year terms, ratified PricewaterhouseCoopers LLP as auditor for fiscal 2025, and approved an amended 2021 Omnibus Incentive Plan. The amended plan raises the maximum shares authorized for issuance by 3,331,000 ordinary shares, to a total of 4,931,000, which could affect existing shareholders' ownership levels.
Eight directors were elected for terms expiring at the 2026 annual meeting; Frederick A. Henderson received 73,315,918 for votes and 325,165 against.
The amended Omnibus Incentive Plan was approved with 71,451,894 for votes and 2,182,739 against, plus 75,349 abstentions and 3,608,343 broker non-votes.
PricewaterhouseCoopers LLP was ratified as independent auditor for fiscal 2025 with 75,843,844 for votes and 1,393,928 against.
Shareholders approved, on an advisory basis, executive compensation with 69,581,353 for votes and 4,061,410 against.
Adient Global Holdings, a wholly-owned subsidiary of Adient plc, entered into an indenture for $795 million of 7.500% senior unsecured notes maturing February 15, 2033. Proceeds, together with cash on hand, will redeem its 4.875% senior unsecured notes in full and pay related fees and expenses. The filing does not state the redeemed notes' total amount or any effect on Adient's earnings, but it adds new debt with a 7.500% coupon in place of 4.875% notes.
Notes: $795 million principal, 7.500% coupon, maturing February 15, 2033
Interest payable semi-annually on February 15 and August 15, starting August 15, 2025
Proceeds plus cash on hand to redeem 4.875% senior unsecured notes in full
Early redemption before February 15, 2028 requires a make-whole premium; change of control triggers a 101% repurchase offer
Adient reported first-quarter fiscal 2025 results for the three months ended December 31, 2024, with net sales of $3,495 million, down from $3,660 million a year earlier. Net income attributable to Adient was zero, compared with $20 million a year earlier, and adjusted diluted earnings per share fell to $0.27 from $0.31, so shareholders saw lower sales and weaker profit on both reported and adjusted measures.
Net sales were $3,495 million versus $3,660 million in the prior-year quarter.
Net income attributable to Adient was zero (shown as a dash) versus $20 million; diluted EPS was zero versus $0.21.
Adjusted diluted EPS was $0.27 versus $0.31; adjusted EBITDA was $196 million versus $216 million.
Net debt rose to $1,542 million at December 31, 2024, from $1,460 million at September 30, 2024; free cash flow was $45 million versus negative $14 million a year earlier.
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