As filed with the Securities and Exchange Commission on March 11, 2025

    Registration No. 333-__________



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
FORM S‑8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________________________

Adient plc
(Exact name of registrant as specified in its charter)
Ireland
(State or other jurisdiction
of incorporation or organization)
98-1328821
(I.R.S. Employer
Identification No.)
3 Dublin Landings, North Wall Quay, Dublin 1, Ireland D01 H104
(Address of principal executive offices)
Adient plc 2021 Omnibus Incentive Plan, As Amended and Restated
 (Full title of the plan)
Heather M. Tiltmann
Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary
Adient plc
49200 Halyard Drive
Plymouth, Michigan 48170
(734) 254-5000
(Name, address and telephone number, including
area code, of agent for service)
Copy to:

Jessica S. Lochmann
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5306
(414) 297-5817
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 7(a)(2)(B) of the Securities Act. ☐
_________________________________





Explanatory Note

This Registration Statement on Form S-8 is being filed by Adient plc (the “Company” or the “Registrant”) to register 3,331,000 additional ordinary shares of the Company with respect to the Adient plc 2021 Omnibus Incentive Plan, as Amended and Restated Effective as of March 11, 2025 (the “Plan”), which is in addition to the 1,600,000 ordinary shares of the Company previously registered on the Company’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on March 9, 2021 (File No. 333-254026) (the “Prior Registration Statement”).

This Registration Statement relates to securities of the same class as those registered under the Prior Registration Statement and is being filed in accordance with General Instruction E to Form S-8 regarding the registration of additional securities under the Plan. Pursuant to such instruction, the contents of the Prior Registration Statement are hereby incorporated by reference in and made part of this Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto. Also pursuant to General Instruction E to Form S-8, the filing fee is being paid only with respect to the 3,331,000 ordinary shares of the Company not previously registered.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


*Filed herewith


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plymouth, State of Michigan, on March 11, 2025.

ADIENT PLC
By:
/s/ Jerome J. Dorlack
Jerome J. Dorlack
President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and as of March 11, 2025. Each person whose signature appears below constitutes and appoints Jerome J. Dorlack, Heather M. Tiltmann and Mark A. Oswald, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign his or her name as a director of Adient plc to any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

SignatureTitle
/s/ Jerome J. Dorlack
Jerome J. DorlackPresident and Chief Executive Officer and a Director
(Principal Executive Officer)
/s/ Mark A. Oswald
Mark A. OswaldExecutive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Gregory S. Smith
Gregory S. SmithSenior Vice President and Chief Accounting Officer
(Principal Accounting Officer)



SignatureTitle
/s/ Julie L. Bushman
Julie L. Bushman
Director
/s/ Peter H. Carlin
Peter H. Carlin
Director
/s/ Jodi E. Eddy
Jodi E. Eddy
Director
/s/ Richard Goodman
Richard Goodman
Director
/s/ José M. Gutiérrez
José M. Gutiérrez
Director
/s/ Frederick A. Henderson
Frederick A. Henderson
Non-Executive Chairman and Director
/s/ Barb J. Samardzich
Barb J. Samardzich
Director


0001670541Adient plcS-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure000167054112025-03-112025-03-1100016705412025-03-112025-03-11


Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
Adient plc
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities



Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered
(1) (3)
Proposed Maximum Offering Price per Unit (2)
Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
Equity
Ordinary Shares, par value $0.001 per share
Other3,331,000 $14.63 $48,732,530.00 $0.00015310 $7,460.95 
Total Offering Amounts$48,732,530.00 $7,460.95 
Total Fee Offsets— 
Net Fee Due$7,460.95 

(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional ordinary shares of Adient plc (the “Registrant”) that become issuable under the Adient plc 2021 Omnibus Incentive Plan, as Amended and Restated Effective as of March 11, 2025 (the “Plan”), in accordance with the adjustment and anti-dilution provisions of the Plan.
(2)Estimated in accordance with Rule 457(c) and Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee based on a per share price of $14.63, the average of the high and low price per share of the Registrant’s ordinary shares on March 5, 2025, as reported on the New York Stock Exchange.
(3)Represents additional shares of the Registrant’s ordinary shares issuable under the Plan.



Exhibit 5 A&L Goodbody LLP Dublin Belfast London New York San Francisco 3 Dublin Landings North Wall Quay, Dublin 1 D01 C4E0 T: +353 1 649 2000 DX: 29 Dublin | www.algoodbody.com CE Gill • JG Grennan • PD White • VJ Power • SM Doggett • M Sherlock • C Rogers • G O’Toole • JN Kelly • N O’Sullivan • MJ Ward • D Widger • C Christle • S Ó Cróinin • DR Baxter A McCarthy • JF Whelan • JB Somerville • MF Barr • AM Curran • A Roberts • RM Moore • D Main • J Cahir • M Traynor • PM Murray • P Walker • K Furlong • PT Fahy D Inverarity • M Coghlan • DR Francis • A Casey • B Hosty • M O’Brien • L Mulleady • K Ryan • E Hurley • D Dagostino • R Grey • R Lyons • J Sheehy • C Carroll • SE Carson • P Diggin J Williams • A O’Beirne • J Dallas • SM Lynch • M McElhinney • C Owens • AD Ion • K O'Connor • JH Milne • T Casey • M Doyle • CJ Comerford • R Marron • K O'Shaughnessy • S O'Connor SE Murphy • D Nangle • C Ó Conluain • N McMahon • HP Brandt • A Sheridan • N Cole • M Devane • D Fitzgerald • G McDonald • N Meehan • R O'Driscoll • B O'Malley • C Bollard M Daly • D Geraghty • LC Kennedy • E Mulhern • MJ Ellis • D Griffin • D McElroy • C Culleton • B Nic Suibhne • S Quinlivan • J Rattigan • K Mulhern • A Muldowney • L Dunne A Burke • C Bergin • P Fogarty • CM Carroll • E Keane • D Daly Byrne • S Kearney • SE King • J Greene • C Cashin Consultants: Professor JCW Wylie • MA Greene • AV Fanagan • PM Law • SW Haughey • PV Maher Date 11 March 2025 Our ref 01420419 Your ref Adient plc 3 Dublin Landings North Wall Quay Dublin 1 D01 C4E0 Ireland Adient plc (the Company) Dear Sirs We act as Irish Counsel for the Company, a public limited company incorporated under the laws of Ireland (registered number 584907), in connection with the proposed registration by the Company of up to 3,331,000 additional ordinary shares of the Company, nominal value $0.001 per share (the Ordinary Shares), pursuant to a Registration Statement on Form S-8 (the Registration Statement) to be filed by the Company with the United States Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended. This Opinion is solely related to the Registration Statement. The Ordinary Shares are issuable under the Adient plc 2021 Omnibus Incentive Plan, which was approved by the Company’s shareholders on 9 March 2021 and further amended and restated by shareholder approval on 11 March 2025 (referred to as the Plan, including any amendments, restatements or sub-plan thereof). In connection with this Opinion, we have reviewed copies of such corporate records of the Company as we have deemed necessary as a basis for the Opinion hereinafter expressed. In rendering this Opinion, we have examined and have assumed, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption, the truth and accuracy of the contents of such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches as of the date hereof in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this Opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the truth and accuracy of the information contained in such documents, the genuineness of all the signatures (electronic or otherwise), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents. We have further assumed: 1 that none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been varied, amended or revoked in any respect or have expired and that the Ordinary Shares will be issued in accordance with such resolutions and authorities and the terms of the Plan;

 
M-77233296-4 2 2 that at each time Ordinary Shares will be issued, the Company will have sufficient authorised but unissued share capital to allow for the issue of the Ordinary Shares; 3 that any of the Ordinary Shares issued pursuant to the Plan will be paid up in consideration of the receipt by the Company prior to, or simultaneously with, the issue of the Ordinary Shares of cash at least equal to the nominal value of such Ordinary Shares and that where Ordinary Shares are issued under the Plan without the requirement for the payment of cash consideration by or on behalf of the relevant beneficiary, then such shares shall either be fully paid up by the Company or one of its subsidiaries within the time permitted by Section 1027 of the Companies Act of Ireland 2014 (the Act) (and in the case of the Company or a subsidiary incorporated in Ireland, in a manner permitted by Sections 82(6) and 1043 of the Act) or issued for consideration as set out in Section 1028(2) of the Act; 4 that the filing of the Registration Statement with the SEC has been authorised by all necessary actions under all applicable laws other than Irish law; 5 that at any time of the grant by any committee of the board of directors of the Company of an award or other allotment and issue of an Ordinary Share under the Plan, such committee has been duly constituted and remains a duly constituted committee of the board of directors of the Company having the necessary powers and authorities to grant awards and issue the Ordinary Shares; and 6 the absence of fraud on the part of the Company and its respective officers, employees, agents and advisors. Having made such further investigation and reviewed such other documents as we have considered requisite or desirable, subject to the foregoing and to the within qualifications and assumptions, and provided that the Registration Statement, as finally amended, has become effective, we are of the opinion that the Ordinary Shares have been duly authorised and when issued (and, if required, paid for in either cash or services) in accordance with the Registration Statement, the Plan and the options or other equity awards granted or to be granted thereunder will be validly issued, fully paid and not subject to calls for any additional payments (“non-assessable”) (except for Ordinary Shares issued pursuant to deferred payment arrangements, which shall be fully paid upon the satisfaction of such payment obligations). In rendering this Opinion, we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof and we express no opinion with respect to taxation matters. This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time, nor to notify you of any change of law, facts or circumstances referred to or relied upon in the giving of this Opinion. This Opinion is also strictly confined to the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter. We hereby consent to the filing of this Opinion with the United States Securities and Exchange Commission as an exhibit to the Registration Statement. This Opinion is being delivered to you and may not be relied upon or distributed to any other person without our prior written consent. This Opinion is governed by and construed in accordance with the laws of Ireland. Yours faithfully /s/ A&L Goodbody LLP

 
        Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Adient plc of our report dated November 18, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Adient plc's Annual Report on Form 10-K for the year ended September 30, 2024.

/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
March 11, 2025


v3.25.0.1
Submission
Mar. 11, 2025
Submission [Line Items]  
Central Index Key 0001670541
Registrant Name Adient plc
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Mar. 11, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Ordinary Shares, par value $0.001 per share
Amount Registered | shares 3,331,000
Proposed Maximum Offering Price per Unit 14.63
Maximum Aggregate Offering Price $ 48,732,530
Fee Rate 0.01531%
Amount of Registration Fee $ 7,460.95
Offering Note Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional ordinary shares of Adient plc (the “Registrant”) that become issuable under the Adient plc 2021 Omnibus Incentive Plan, as Amended and Restated Effective as of March 11, 2025 (the “Plan”), in accordance with the adjustment and anti-dilution provisions of the Plan.
(2)Estimated in accordance with Rule 457(c) and Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee based on a per share price of $14.63, the average of the high and low price per share of the Registrant’s ordinary shares on March 5, 2025, as reported on the New York Stock Exchange.
(3)Represents additional shares of the Registrant’s ordinary shares issuable under the Plan.
v3.25.0.1
Fees Summary
Mar. 11, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 48,732,530
Total Fee Amount 7,460.95
Total Offset Amount 0
Net Fee $ 7,460.95
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