Plymouth, Michigan – November 04, 2026 -- Adient (NYSE: ADNT) has raised its share repurchase authorization by $400 million to a total of $1 billion and adopted a Tax Benefits Preservation Plan to protect U.S. tax attributes that may offset about $3.5 billion of future taxable income.
Adient has $435 million of buyback capacity left after repurchasing $565 million since 2022
The board's $400 million increase expands the repurchase program the company launched in November 2022. Adient has repurchased $565 million of shares under that program, leaving $435 million of remaining authorization.
Repurchases may be made through open-market purchases, privately negotiated transactions or other methods. They remain subject to market conditions, legal requirements and other corporate considerations.
CEO Jerome Dorlack said the increase reflects confidence in the company's "future cash generation." He added that Adient will keep investing in the business while maintaining a flexible balance sheet.
Rights plan targets Section 382 ownership-change risk to $3.5 billion in tax attributes
The Tax Benefits Preservation Plan is meant to reduce the likelihood of an unintended ownership change under Section 382 of the U.S. Internal Revenue Code. Such a change could limit Adient's use of its U.S. net operating loss carryforwards and other tax attributes. Those attributes may reduce future cash tax payments. Adient says the plan's terms are generally consistent with those adopted by other U.S. listed companies to preserve tax assets.
Rights become exercisable at 4.95% ownership with a $83.50 purchase price
The board authorized one right for each outstanding ordinary share. Each right entitles its registered holder to buy a fraction of a participating preferred share for $83.50, subject to adjustment and the plan's terms.
The rights generally become exercisable if a person or group acquires beneficial ownership of 4.95% or more of Adient's outstanding ordinary shares without prior board approval. Anyone crossing that threshold after the plan is announced would generally be considered an "acquiring person," subject to the plan's exceptions.
Holders already at or above 4.95% when the plan is announced may keep their shares. The same applies to holders who exceed 4.95% solely because Adient repurchased shares. Neither group may acquire additional ordinary shares without becoming an acquiring person.
Board keeps power to waive the plan and will seek shareholder approval
The plan does not prevent the board from considering or approving any proposal it determines is in shareholders' best interests. The board can also exempt a transaction or waive the plan's application when appropriate.
Adient intends to seek shareholder approval of the plan at its next annual meeting. Further details will appear in a Form 8-K and a Form 8-A registration statement to be filed with the U.S. Securities and Exchange Commission.