8-K
Commercial Vehicle Group, Inc. (CVGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 26, 2026
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34365 | 41-1990662 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer | |||
| of incorporation) | File Number) | Identification No.) | 7800 Walton Parkway, New Albany, Ohio | 43054 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 614-289-5360
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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 $0.01 per share | CVGI | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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. | ¨ |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Financial Officer
On March 26, 2026, Andy Cheung, Chief Financial Officer of Commercial Vehicle Group, Inc. (the “Company”), notified the Company of his decision to resign from his position as Chief Financial Officer and from any and all other positions held with the Company and its subsidiaries and affiliates, effective April 15, 2026. Mr. Cheung is expected to continue to serve as Chief Financial Officer through the effective date to assist with the transition.
Mr. Cheung is resigning to accept a position as chief financial officer of a mid-cap publicly traded company.
Mr. Cheung’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including any accounting principles or practices, financial statement disclosures or internal controls.
In connection with Mr. Cheung’s resignation, the treatment of Mr. Cheung’s equity awards and other compensation and benefits will be governed by the terms of the applicable equity incentive plans, award agreements and any applicable agreements. Subject to the foregoing, the Company expects that all unvested equity awards and other unvested benefits held by Mr. Cheung will be forfeited and terminate as of the effective date of resignation. The foregoing description is qualified in its entirety by reference to such plans and agreements, which control in all respects.
Appointment of Chief Financial Officer
On March 26, 2026, the Company promoted Angie O’Leary, age 44, as Interim Chief Financial Officer. Ms. O’Leary will also continue to serve in her current role as the Corporate Controller and Chief Accounting Officer.
Ms. O’Leary has served as the Company’s Senior Vice President, Corporate Controller and Chief Accounting Officer since December 2020. Prior to joining the Company, Ms. O’Leary held several leadership roles at Vertiv Holdings Co from May 2017 to December 2020, including Interim Corporate Controller. Earlier in her career, Ms. O’Leary held several roles at Deloitte & Touche LLP beginning in January 2004, culminating in the role of Senior Manager – Audit, from August 2010 to May 2017.
In 2003, Ms. O’Leary obtained a Bachelor of Science degree in Business Administration and a Master of Accounting from The Ohio State University. Ms. O’Leary has been a Certified Public Accountant (active status) since 2005.
In connection with Ms. O’Leary’s appointment as Interim Chief Financial Officer, the compensation committee of the board of directors of the Company adjusted Ms. O’Leary’s compensation as follows: base salary from $285,000 to $400,000, target bonus percentage from 40% to 65%, long-term incentive award from $142,500 to $400,000, and severance payment upon change in control of the Company from 6 months to 12 months.
There are no family relationships between Ms. O’Leary and any director or executive officer of the Company, and there are no transactions between Ms. O’Leary and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On April 1, 2026, the Company issued a press release announcing the change in its Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 is being furnished pursuant to Regulation FD and no part shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Press Release dated April 1, 2026. |
| 104 | Cover Page Interactive Data File (embedded in the cover page form). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCIAL VEHICLE GROUP, INC. | ||
|---|---|---|
| April 1, 2026 | By: | /s/ Aneezal H. Mohamed |
| Name: | Aneezal H. Mohamed | |
| Title: | Chief Legal Officer |
Document
Exhibit 99.1
CVG ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION
NEW ALBANY, OHIO (April 1, 2026) – Commercial Vehicle Group (the “Company or “CVG”) (NASDAQ: CVGI), a diversified industrial products and services company, today announced that Andy Cheung, Chief Financial Officer, will be resigning from his position effective April 15, 2026 to accept a position as Chief Financial Officer of a mid-cap publicly traded company. Angie O’Leary, currently Corporate Controller and Chief Accounting Officer, has been promoted to Interim Chief Financial Officer and will continue to also serve as the Corporate Controller and Chief Accounting Officer.
Ms. O’Leary has served as the Company’s Senior Vice President, Corporate Controller and Chief Accounting Officer since December 2020. Prior to joining the Company, Ms. O’Leary held several leadership roles at Vertiv Holdings Co. from May 2017 to December 2020, including Interim Corporate Controller. Earlier in her career, Ms. O’Leary held several roles at Deloitte & Touche LLP beginning in January 2004, culminating in the role of Senior Manager – Audit, from August 2010 to May 2017. In 2003, Ms. O’Leary obtained a Bachelor of Science degree in Business Administration and a Master of Accounting from The Ohio State University. Ms. O’Leary has been a Certified Public Accountant (active status) since 2005.
“On behalf of CVG and its board of directors, we thank Andy for his contributions and leadership at the Company throughout his tenure, during which he oversaw significant restructuring and refinancing efforts to position CVG well for the future,” said James Ray, Chief Executive Officer. “We are excited to promote Angie as our Interim Chief Financial Officer. Her extensive knowledge of the Company will be invaluable as we leverage her expertise while sustaining continuity and momentum.”
At this time, CVG does not intend to initiate a search process to identify a permanent CFO replacement.
In conjunction with this announcement, CVG has reaffirmed its previously issued full-year 2026 outlook provided in its fourth-quarter 2025 earnings materials, released on March 10, 2026.
Company Contact
Michelle Hards
Vice President, Investor Relations and Corporate Financial Planning and Analysis
Michelle.Hards@cvgrp.com
Investor Relations Contact
Ross Collins or Nathan Skown
Alpha IR Group
CVGI@alpha-ir.com
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5004906036.2
About CVG
CVG is a global provider of systems, assemblies and components to the global commercial vehicle market and the electric vehicle market. We deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries and communities we serve. Information about the Company and its products is available on the internet at www.cvgrp.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historical fact, including without limitation, certain statements herein regarding industry outlook, the Company’s expectations for future periods with respect to its plans to improve financial results, the future of the Company’s end markets changes in the Class 8 and Class 5-7 North America truck build rates, performance of the global construction and agricultural equipment business, the Company’s prospects in the wire harness and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment, including global supply chain constraints, inflation and labor shortages, tariffs and counter-measures, financial covenant compliance, anticipated effects of acquisitions or divestitures, production of new products, plans for capital expenditures and our results of operations or financial position and liquidity, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions, as they relate to us, are intended to identify forward-looking statements. The important factors discussed in “Item 1A - Risk Factors” in the Company’s Annual Report on Form 10-K, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations. Additionally, various economic and competitive factors could cause actual results to differ materially from those discussed in such forward-looking statements, including, but not limited to, factors which are outside our control.
Any forward-looking statement that we make in this press release speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.
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