Commercial Vehicle Group, Inc 10-Q for FY2026 Q3
Commercial Vehicle Group, Inc. (CVGI)
10-Q
2026-11-02
For: 2026-09-30
View Original
Added on
November 02, 2026
About this 10-Q
Commercial Vehicle Group, Inc filed this 10-Q on November 2, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
CVG reported three-month revenue growth of 36.5% and net income from continuing operations of $5.6 million versus a $6.8 million loss. Nine-month revenue increased $80.6 million, while the net loss narrowed to $2.3 million from $14.1 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $208.09M
- up 36.5% from $152.49M a year earlier
- Net income
- $5.57M
- compared with a net loss of $7.08M a year earlier
611
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-34365
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) | (Zip Code) | ||||
(614 ) 289-5360
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ¨
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 | ☐ | |||||||||||
| þ | 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 13(a) of the Exchange Act. | ☐ | |||||||||||||
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares outstanding of the Registrant’s common stock, par value $.01 per share, at November 2, 2026 was 40,611,325 shares.
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
| PART I FINANCIAL INFORMATION | |||||
| PART II OTHER INFORMATION | |||||
i
PART I. FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| (Unaudited) (In thousands, except per share amounts) | |||||||||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||
| Gain on sale of assets | ( | ( | |||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||
| Other (income) expense | |||||||||||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | ( | ||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||
| Income (loss) before provision for income taxes | ( | ( | |||||||||||||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operations - Note 18 | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Earnings (loss) per Common Share: | |||||||||||||||||||||||||||||||||||
| Basic earnings (loss) per share | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Diluted earnings (loss) per share | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| (Unaudited) (In thousands) | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
| Foreign currency exchange translation adjustments | ( | ( | |||||||||||||||||||||||||||||||||
| Minimum pension liability, net of tax | |||||||||||||||||||||||||||||||||||
| Derivative instruments, net of tax | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
(In thousands, except share and per share amounts) | |||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash | $ | $ | |||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
Intangible assets, net of accumulated amortization of $ | |||||||||||
| Deferred income taxes, net | |||||||||||
| Other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities and other | |||||||||||
| Current portion of long-term debt and short-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Pension and other post-retirement benefits | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | $ | $ | |||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost: | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Unaudited) | |||||||||||
| (In thousands) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to cash flows from operating activities from continuing operations: | |||||||||||
| Depreciation and amortization | |||||||||||
| Noncash amortization of debt financing costs | |||||||||||
| Share-based compensation expense | |||||||||||
| Non-cash income on derivative contracts | ( | ( | |||||||||
| Non-cash loss on warrants | |||||||||||
| Gain on sale of assets | ( | ||||||||||
| Loss on extinguishment of debt | |||||||||||
| Recall expense - discontinued operations | |||||||||||
| Change in other operating items: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities | ( | ||||||||||
| Other operating activities, net | |||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Proceeds from disposal/sale of property, plant and equipment | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from at-the-market offering program | |||||||||||
| At-the-market offering issuance costs | ( | ||||||||||
| Borrowings under Term Loan due 2030 | |||||||||||
| Repayment of Prior Term Loan due 2027 | ( | ||||||||||
| Repayment of Term Loan due 2030 | ( | ( | |||||||||
| Repayment of prior revolving credit facility | ( | ||||||||||
| Borrowings under ABL revolving credit facility due 2030 | |||||||||||
| Repayment under ABL revolving credit facility due 2030 | ( | ( | |||||||||
| Borrowings under China credit facility | |||||||||||
| Repayment of China credit facility | ( | ||||||||||
| Surrender of shares to pay withholding taxes | ( | ( | |||||||||
| Debt issuance and amendment costs | ( | ||||||||||
| Prepayment premium and make-whole interest payment | ( | ||||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||
| EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH | ( | ||||||||||
| NET INCREASE IN CASH | |||||||||||
| CASH: | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comp. Loss | Total CVG Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| (Unaudited) (In thousands, except share amounts) | |||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operation for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operation for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operation for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operation for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance - September 30, 2026 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Amounts in thousands, except for share and per share amounts and where specifically disclosed)
1. Description of Business and Basis of Presentation
Commercial Vehicle Group, Inc. and its subsidiaries, is a global provider of systems, assemblies and components to global commercial vehicle markets and electric vehicle markets. References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc. and its subsidiaries.
We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Morocco, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region.
We primarily manufacture customized products to meet the requirements of our customers. We believe our products are used by a majority of the North American Commercial Truck manufacturers, many construction and agricultural vehicle original equipment manufacturers ("OEMs"), parts and service dealers, and distributors.
The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America and the rules and regulations of the Securities and Exchange Commission and include the accounts of the Company and its subsidiaries. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. Additionally, certain prior period amounts related to discontinued operations have been reclassified to conform to footnote presentation for the current year, as further described in this section.
The preparation of financial statements in conformity with GAAP in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.
2. Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU updates financial reporting requirements by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This information is generally not presented in the financial statements today. The ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU clarifies interim disclosure requirements and provides a new disclosure principle for reporting material events occurring after the most recent fiscal year. This standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
6
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU updates a broad range of topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements that has a wide application to any entity affected by accounting guidance. The amendments make the codification easier to understand and apply. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
3. Revenue Recognition
We had outstanding customer accounts receivable, net of allowances, of $125.5 million as of September 30, 2026 and $86.3 million as of December 31, 2025. We generally do not have material other assets or liabilities associated with customer arrangements.
Revenue Disaggregation - Certain facilities manufacture and sell multiple product categories. Facilities selling multiple categories are organized under the segment generating the most revenue from that facility, with segment managers responsible for the facility’s overall performance. The following reconciles our revenues by product category and reportable segment:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Seats | $ | $ | $ | $ | |||||||||||||||||||
| Electrical wire harnesses, panels and assemblies | |||||||||||||||||||||||
| Plastic & Trim components | |||||||||||||||||||||||
| Mirrors, wipers and controls | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Seats | $ | $ | $ | $ | |||||||||||||||||||
| Electrical wire harnesses, panels and assemblies | |||||||||||||||||||||||
| Plastic & Trim components | |||||||||||||||||||||||
| Mirrors, wipers and controls | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Seats | $ | $ | $ | $ | |||||||||||||||||||
| Electrical wire harnesses, panels and assemblies | |||||||||||||||||||||||
| Plastic & Trim components | |||||||||||||||||||||||
| Mirrors, wipers and controls | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
7
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Seats | $ | $ | $ | $ | |||||||||||||||||||
| Electrical wire harnesses, panels and assemblies | |||||||||||||||||||||||
| Plastic & Trim components | |||||||||||||||||||||||
| Mirrors, wipers and controls | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
8
4. Debt
Debt consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Term Loan facility | $ | $ | |||||||||
| ABL Revolving credit facility | |||||||||||
| Unamortized value of warrants | ( | ( | |||||||||
| Unamortized debt discount and issuance costs | ( | ( | |||||||||
| $ | $ | ||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||
| Total long-term debt, net of current portion | $ | $ | |||||||||
| Short-term debt - China credit facility | $ | $ | |||||||||
Term Loan facility
On June 27, 2025, the Company entered into a $95 million secured credit facility (the “Term Loan”) pursuant to a term loan and security agreement with TCW Asset Management Company LLC (“TCW Management”), as administrative agent, and other lender parties thereto. All obligations of the Company under the Term Loan are unconditionally guaranteed by the Company and certain of its subsidiaries. The Company and each of its guarantor subsidiaries have granted liens in substantially all of their property to secure their respective obligations under the Term Loan, guaranties and related documents. The Term Loan matures on June 27, 2030.
The proceeds of the Term Loan were used, together with cash on hand of the Company, to (a) pay down the then existing term loan and revolving credit facilities due 2027 of the Company with Bank of America, N.A. as administrative agent (the “Prior Credit Facilities"), (b) pay related transaction costs, fees and expenses incurred in connection therewith, and (c) for working capital and other lawful corporate purposes of the Company.
Interest Rates and Fees
Amounts outstanding under the Term Loan accrue interest at a per annum rate based on the consolidated total leverage ratio ranging from SOFR plus 8.75 % with a leverage ratio < 3.50 x to SOFR plus 10.75 % with a leverage ratio > 6.25 x. The interest rate was set at SOFR plus 9.75 % through September 2025. At the Company’s option, interest may be paid at the base rate plus 9.75 % with a leverage ratio < 3.50 x to base rate plus 11.75 % with a leverage ratio > 6.25 x where the base rate is the greatest of (1) 3.0 %, (2) Federal Funds rate plus 0.5 %, (3) SOFR plus 1.0 %, or (4) Prime rate. The base rate margin was initially set at base rate plus 10.75 %. In connection with the initial funding of the Term Loan, the Company paid to the Term Loan lenders a fee equal to 3.0 % of the Term Loan amount.
Covenants and Other Terms
The Term Loan contains a maximum total leverage ratio covenant, a maximum capital expenditure covenant, an average liquidity covenant, and other customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees; grant certain liens on assets; pay dividends or make certain other distributions; make certain investments or acquisitions; dispose of certain assets; make payments on certain indebtedness; merge, combine with any other person or liquidate; amend organizational documents; file consolidated tax returns with entities other than the Company and its subsidiaries; make material changes in accounting treatment or reporting practices; enter into certain restrictive agreements; enter into certain hedging agreements; engage in transactions with affiliates; enter into certain employee benefit plans; amend subordinated debt; and other matters customarily included in senior secured loan agreements. The consolidated total leverage ratio covenant did not exceed 7.25 to 1.00 for the quarter ended September 30, 2025; 6.50 to 1.00 for the quarter ended December 31, 2025; 6.00 to 1.00 for the quarter ended March 31, 2026; 5.25 to 1.00 for the quarter ended June 30, 2026. The consolidated total leverage ratio covenant may not exceed 5.00 to 1.00 for the quarter ending September 30, 2026; 4.75 to 1.00 for the quarter ending December 31, 2026; 4.50 to 1.00 for the quarter ending March 31, 2027; 4.25 to 1.00 for the quarter ending June 30, 2027; and 4.00 to 1.00 for the quarter ending September 30, 2027 and each fiscal quarter thereafter. The Term Loan also contains customary reporting and other affirmative covenants. We were in compliance with these covenants as of September 30, 2026.
The Term Loan contains customary events of default, including, without limitation, nonpayment of obligations under the Term Loan when due; material inaccuracy of representations and warranties; violation of covenants in the Term Loan and certain other documents executed in connection therewith; breach or default of agreements related to material debt; revocation or attempted revocation of guarantees; denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect; certain material judgments; certain events of bankruptcy or insolvency; certain
9
Employee Retirement Income Securities Act events; loss, theft, damage or destruction of collateral; and a change in control of the Company. Certain of the defaults are subject to exceptions, materiality qualifiers, grace periods and baskets customary for credit facilities of this type.
Term Loan amortization payments are to be made quarterly in an amount equal to 0.25 % of the original principal balance of the Term Loan, stepping up to 1.25 % from and after June 30, 2027.
The Term Loan requires the Company to make mandatory prepayments (subject to reinvestment rights) with the proceeds of certain asset dispositions and upon the receipt of certain extraordinary payments (including, without limitation, insurance or condemnation proceeds, sales of Company securities, tax refunds, and judgments). In addition, the Company is required to make annual excess cash flow prepayments commencing after fiscal 2026 financial results are final, and mandatory prepayments with proceeds of debt not permitted under the Term Loan. During the quarter ended September 30, 2026, the Company made two mandatory prepayments totaling $4.2 million from the proceeds of a sale and leaseback transaction and the net proceeds from the Q2 ATM program received at the end of June. This was in addition to prior mandatory prepayments of $11.1 million and $14.6 million during the quarters ended June 30, 2026 and March 31, 2026, respectively. The prior mandatory prepayments were made from previous proceeds from the ATM program and a separate sale and leaseback transaction.
Prepayment of amounts outstanding under the Term Loan are permitted at any time, subject to a make-whole amount for the first year immediately following the initial funding of the Term Loan, a 4 % premium for the second year and a 2 % premium for the third year and the payment of customary breakage costs, if applicable.
In connection with entering into the Term Loan due 2030, the Company issued to affiliates of TCW Management five-year warrants for the purchase of up to an aggregate of 3,934,776 shares of the Company’s common stock, issued in two equal tranches. See Note 5, Fair Value Measurement, for terms of these warrants.
Amendment
On December 22, 2025, the Company entered into an immaterial amendment to the Term Loan. The amendment enacted certain technical changes in connection with the provision of non-U.S. collateral securing the Term Loan.
ABL Revolving Credit Facility
On June 27, 2025, the Company and certain of its subsidiaries, as co-borrowers entered into a loan and security agreement (the “ABL Revolving Credit Facility”) with Bank of America, N.A. as agent, and certain financial institutions as lenders, which agreement governs the Company’s revolving credit facility and amends and restates the Company’s Prior Revolving Credit Facility due 2027. The Company and each of its co-borrower subsidiaries are jointly and severally liable for all obligations arising under the ABL Revolving Credit Facility and have granted liens in substantially all of their property to secure their respective obligations under the revolving loan agreement and related documents. The ABL Revolving Credit Facility matures on June 27, 2030, springing to 91 days prior to the maturity of the Term Loan or third-party subordinated debt.
In accordance with the terms of the ABL Revolving Credit Facility the Company and the other named borrowers thereunder are entitled (subject to the terms and conditions described therein) to request loans and other financial accommodations in an amount equal to the lesser of $115.0 million and a borrowing base composed of accounts receivable and inventory. The ABL Revolving Credit Facility is comprised of a US subfacility of $100.0 million and a UK subfacility of $15.0 million, in each case subject to availability under the borrowing base. The US subfacility further has a first-in-last-out tranche equal to the lesser of $12.5 million and its borrowing base. The Company can increase the size of the revolving commitments thereunder by an incremental $50.0 million, subject to the consent of the lenders providing the incremental commitments. Up to an aggregate of $10.0 million is available to the Company and the other borrowers for the issuance of letters of credit, which reduces availability under the ABL Revolving Credit Facility. Borrowings are available in US Dollars, Pounds Sterling and Euros.
Interest Rates and Commitment Fees
Amounts outstanding under the ABL Revolving Credit Facility accrue interest at a per annum rate based on SOFR, SONIA or EURIBOR, as applicable for the currency of the loan, with margins based on the average daily availability ranging from 1.50 % if average daily availability is greater than $50 million to 2.00 % if average daily availability is less than $30 million. The interest rate was initially set at SOFR plus 1.75 %. The first-in-last-out tranche accrues interest at a 1 % higher rate. At the Company’s option, interest may be paid at the base rate. The base rate spread ranges from 0.50 % if average daily availability is greater than $50 million to 1.00 % if average daily availability is less than $30 million.
The Company will pay an unused fee to the lenders equal to 0.25 % per annum of the unused amounts under the ABL Revolving Credit Facility.
Covenants and Other Terms
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The ABL Revolving Credit Facility includes a springing minimum fixed charge coverage ratio of 1.0 :1.0, calculated when availability is less than the greater of $10.0 million and 10 % of the revolver commitments. The fixed charge coverage ratio is determined with respect to approved obligors only.
The ABL Revolving Credit Facility contains customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees; grant liens on assets; pay dividends or make other distributions; make investments or acquisitions; dispose of assets; make payments on certain indebtedness; merge, combine with any other person or liquidate; amend organizational documents; file consolidated tax returns with entities other than the Company and its subsidiaries; make material changes in accounting treatment or reporting practices; enter into restrictive agreements; enter into hedging agreements; engage in transactions with affiliates; enter into certain employee benefit plans; amend subordinated debt; and other matters customarily included in senior secured loan agreements. The ABL Revolving Credit Facility also contains customary reporting and other affirmative covenants. We were in compliance with these covenants as of September 30, 2026.
The ABL Revolving Credit Facility contains customary events of default, including, without limitation, nonpayment of obligations under the ABL Revolving Credit Facility when due; material inaccuracy of representations and warranties; violation of covenants in the ABL Revolving Credit Facility and certain other documents executed in connection therewith; breach or default of agreements related to material debt; revocation or attempted revocation of guarantees; denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect; certain material judgments; certain events of bankruptcy or insolvency; certain Employee Retirement Income Securities Act events; loss, theft, damage or destruction of collateral; and a change in control of the Company. Certain of the defaults are subject to exceptions, materiality qualifiers, grace periods and baskets customary for credit facilities of this type.
Voluntary prepayments of amounts outstanding under the ABL Revolving Credit Facility are permitted at any time, without premium or penalty, other than in respect of customary breakage costs, if applicable.
The ABL Revolving Credit Facility requires the borrowers to make mandatory prepayments with the receipt of any proceeds of certain insurance or condemnation awards paid in respect of revolving credit priority collateral.
At September 30, 2026, we had $34.2 million of borrowings under the ABL Revolving Credit Facility, outstanding letters of credit of $3.5 million and availability of $77.3 million (subject to customary borrowing base and other conditions). Combined with availability under our China Credit Facility (described below) of approximately $6.0 million, total consolidated availability was $83.3 million at September 30, 2026. The unamortized deferred financing fees associated with the ABL Revolving Credit Facility of $2.3 million and $2.5 million as of September 30, 2026 and December 31, 2025, respectively, are being amortized over the remaining life of the ABL Revolving Credit Facility. At December 31, 2025, we had $16.8 million borrowings under the ABL Revolving Credit Facility and we had outstanding letters of credit of $2.1 million.
Amendment
On December 22, 2025, the Company entered into an immaterial amendment to the ABL Revolving Credit Facility. The amendment enacted certain technical changes in connection with the provision of non-U.S. collateral securing the ABL Revolving Credit Facility.
See Note 15, Commitments and Contingencies, for the future minimum principal payments due on long-term debt for the next five years.
Foreign Facility
During 2023,we established a working capital credit facility in China consisting of a line of credit with contractual maturity of less than one year (the "China Credit Facility"). The Company periodically renews the China Credit Facility; however, renewal is subject to lender approval and is not contractually committed beyond the current maturity date. The China Credit Facility was renewed in the quarter ended December 31, 2025, with availability of approximately $7.5 million (denominated in the local currency). We utilize the China Credit Facility to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements of our China operations. We had $1.5 million of outstanding borrowings under the China Credit Facility as of September 30, 2026 and $1.4 million of outstanding borrowings as of December 31, 2025. At September 30, 2026, we had $6.0 million of availability under the China Credit Facility.
Cash Paid for Interest
For the nine months ended September 30, 2026 and 2025, cash payments for interest were $9.3 million and $9.5 million, respectively.
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5. Intangible Assets
Our definite-lived intangible assets were comprised of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Weighted- Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||
| Trademarks/tradenames | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
6. Fair Value Measurement
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
Our financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, pension assets and liabilities. The carrying value of these instruments approximates fair value as a result of the short duration of such instruments or due to the variability of the interest cost associated with such instruments.
Recurring Measurements
Foreign Currency Forward Exchange Contracts. Our derivative assets and liabilities represent foreign exchange contracts that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk and counterparty credit risk. Based on the utilization of these inputs, the derivative assets and liabilities are classified as Level 2. To manage our risk for transactions denominated in British Pound, Mexican Pesos, Czech Crown, and Ukrainian Hryvnia, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the Condensed Consolidated Balance Sheets at fair value. The gains and losses as a result of the changes in fair value of the hedge contract for transactions denominated in Mexican Pesos are deferred in accumulated other comprehensive loss and recognized in cost of revenues in the period the related hedge transactions are settled. As of September 30, 2026, hedge contracts for transactions denominated in British Pound and Czech Crown were not designated as hedging instruments; therefore, they are marked-to-market and the fair value of agreements is recorded in the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense and recognized in cost of revenues in the period the related hedge transactions are settled in the Condensed Consolidated Statements of Operations.
Interest Rate Swaps. As of March 31, 2025, the Company settled its interest rate swap and received cash proceeds of $0.6 million. The gain on the swap settlement was recorded in Other comprehensive income (loss) and is being recognized over the life of the hedged transactions. As of September 30, 2026, there was no interest rate swap outstanding.
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Stock Warrants Issued in Connection with Long-Term Debt — In connection with entering into the Term Loan due 2030, the Company issued to affiliates of TCW Management five-year warrants for the purchase of up to an aggregate of 3,934,776 shares of the Company’s common stock, issued in two equal tranches. The tranches have an exercise price of $1.52 and $2.07 per share, respectively. Until the fourth anniversary after issuance, the Company has the right to repurchase up to 50 % of each tranche of warrants at a price equal to $1.40 or $1.00 per share, respectively, above the applicable exercise price. Upon a refinancing of the Term Loan, the holders of the warrants can require the Company to repurchase up to 50 % of each tranche at a price equal to the per share price of the Company's common stock at the time of repurchase less the exercise price. The warrants contain anti-dilution adjustments that may result in a change in the number of shares of common stock issuable upon exercise. The Company also has provided TCW Management with certain information and registration rights, including filing a registration statement within 45 days to register the resale of the shares underlying the warrants, pursuant to an Investor Rights Agreement.
As of September 30, 2026 and December 31, 2025, the warrants were valued at $6.8 million and $2.5 million, respectively, using the Binomial Lattice Model. The balances were recorded in Other long-term liabilities on the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense in the Condensed Consolidated Statements of Operations. We recognized a gain of $4.1 million and a loss of $4.3 million from changes in the fair value of the warrants for the three and nine months ended September 30, 2026, respectively.
The fair values of our financial instruments measured on a recurring basis are categorized as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contract designated as hedging instruments | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contract not designated as hedging instruments | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contract designated as hedging instruments | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contract not designated as hedging instruments | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Warrants | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
The following table summarizes the notional amount of our open foreign exchange contracts:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| U.S. $ Equivalent | U.S. $ Equivalent Fair Value | U.S. $ Equivalent | U.S. $ Equivalent Fair Value | ||||||||||||||||||||
| Commitments to buy or sell currencies - Foreign exchange contract designated as hedging instruments | $ | $ | $ | $ | |||||||||||||||||||
Commitments to buy or sell currencies - Foreign exchange contract not designated as hedging instruments | $ | $ | $ | $ | |||||||||||||||||||
We consider the impact of our credit risk on the fair value of the contracts, as well as the ability to execute obligations under the contract.
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The following table summarizes the fair value and presentation of financial instruments in the Condensed Consolidated Balance Sheets:
| Derivative Asset | |||||||||||||||||
| Balance Sheet Location | Fair Value | ||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Foreign exchange contract designated as hedging instruments | Other current assets | $ | $ | ||||||||||||||
| Foreign exchange contract not designated as hedging instruments | Other current assets | $ | $ | ||||||||||||||
| Derivative Liability | |||||||||||||||||
| Balance Sheet Location | Fair Value | ||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Foreign exchange contract designated as hedging instruments | $ | $ | |||||||||||||||
| Warrants | Other long term liabilities | $ | $ | ||||||||||||||
| Derivative Equity | |||||||||||||||||
| Balance Sheet Location | Fair Value | ||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Foreign exchange contracts designated as hedging instruments | Accumulated other comprehensive income (loss) | $ | $ | ||||||||||||||
| Interest rate swap agreements | Accumulated other comprehensive income | $ | $ | ||||||||||||||
The following table summarizes the effect of derivative instruments on the Condensed Consolidated Statements of Operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||
| Location of Gain (Loss) Recognized on Derivatives | Amount of Gain (Loss) Recognized in Income on Derivatives | Amount of Gain (Loss) Recognized in Income on Derivatives | |||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts designated as hedging instruments | Cost of revenues | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| Settled interest rate swap agreements | Interest expense | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts not designated as hedging instruments | Other (income) expense | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
We consider the impact of our credit risk on the fair value of the contracts, as well as our ability to honor obligations under the contract.
Other Fair Value Measurements
The fair value of long-term debt obligations is based on a fair value model utilizing observable inputs. Based on these inputs, our long-term debt fair value as disclosed was classified as Level 3 as of September 30, 2026 and December 31, 2025 due to
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the lack of observable market inputs or comparable instruments. With the refinancing of our long-term debt on June 27, 2025, the carrying values of our long-term debt obligations approximate the fair values.
The carrying amounts and fair values of our long-term debt obligations are as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
Term Loan 1 | $ | $ | $ | $ | |||||||||||||||||||
| Revolving credit facility | $ | $ | $ | $ | |||||||||||||||||||
1.Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $2.9 million and long-term debt of $57.5 million as of September 30, 2026 and current portion of long-term debt of $0.9 million and long-term debt of $87.2 million as of December 31, 2025.
7. Leases
The components of lease expense are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Finance lease cost | |||||||||||||||||||||||||||||||||||
Short-term lease cost | |||||||||||||||||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Supplemental balance sheet information related to leases is as follows:
| Balance Sheet Location | September 30, 2026 | December 31, 2025 | ||||||||||||
| Operating Leases | ||||||||||||||
| Right-of-use assets, net | $ | $ | ||||||||||||
| Current liabilities | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Total operating lease liabilities | $ | $ | ||||||||||||
| Finance Leases | ||||||||||||||
| Right-of-use assets, net | $ | $ | ||||||||||||
| Current liabilities | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Total finance lease liabilities | $ | $ | ||||||||||||
Cash payments on operating leases were $10.8 million and $8.7 million for the nine months ended September 30, 2026 and 2025, respectively.
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Anticipated future lease costs, which are based in part on certain assumptions to approximate annual rental commitments under non-cancelable leases, are as follows:
| Operating | Financing | Total | ||||||||||||||||||
| Remainder of 2026 | $ | $ | $ | |||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total lease payments | $ | $ | $ | |||||||||||||||||
| Less: Imputed interest | ( | ( | ( | |||||||||||||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||||||||||
8. Income Taxes
We recorded a $1.7 million tax provision, or 24 % effective tax rate for the three months ended September 30, 2026, compared to a $0.7 million tax provision, or (11 )% effective tax rate for the three months ended September 30, 2025. The effective tax rate is impacted by the mix of the Company's profitable foreign operations and losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets. Income tax expense is based on an estimated annual effective tax rate, which requires management to make its best estimate of annual pretax income or loss. During the year, management regularly updates forecasted annual pretax results for the various countries in which the Company operates based on changes in factors such as prices, shipments, product mix, material inflation and manufacturing operations. To the extent that actual 2026 pretax results for U.S. and foreign income or loss vary from estimates, the actual income tax expense recognized in 2026 could be different from the forecasted amount used to estimate the income tax expense for the three and nine months ended September 30, 2026.
For the nine months ended September 30, 2026 and 2025, cash paid for taxes, net of refunds received, were $3.7 million and $2.6 million, respectively.
9. Pension and Other Post-Retirement Benefit Plans
The components of net periodic (benefit) cost related to pension and other post-retirement benefit plans is as follows:
| Non-U.S. Pension Plan | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest cost | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Recognized actuarial loss | |||||||||||||||||||||||||||||||||||||||||||||||
| Net cost | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Non-U.S. Pension Plan | |||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest cost | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Recognized actuarial loss | |||||||||||||||||||||||||||||||||||||||||||||||
| Net cost | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
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Net periodic cost components, not inclusive of service costs, are recognized in other (income) expense within the Condensed Consolidated Statements of Operations.
10. Performance Awards
The Company made awards, defined as cash, shares or other awards, to employees under the Second Amended and Restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan (the “Second Amended and Restated 2020 EIP”). Effective May 14, 2026, the stockholders of the Company approved the Second Amended and Restated 2020 Equity Incentive Plan.
The following table summarizes performance awards granted in the form of cash awards under the equity incentive plans:
| Amount | ||||||||
| Adjusted Award Value at December 31, 2025 | $ | |||||||
| New grants | ||||||||
| Forfeitures/Surrenders | ( | |||||||
| Adjustments | ||||||||
| Payments | ( | |||||||
| Adjusted Award Value at September 30, 2026 | $ | |||||||
Unrecognized compensation expense was $3.9 million and $2.2 million as of September 30, 2026 and 2025, respectively.
11. Share-Based Compensation
The Company's outstanding share-based compensation is comprised solely of restricted stock awards and performance stock awards to be settled in stock.
As of September 30, 2026, there was approximately $10.9 million of unrecognized compensation expense related to unvested share-based compensation arrangements granted under our equity incentive plans. This expense is subject to future adjustments and forfeitures and will be recognized on a straight-line basis over the remaining period listed above for each grant.
A summary of the status of our restricted stock awards and performance stock awards as of September 30, 2026 and changes during the nine months ended September 30, 2026, are presented below:
| 2026 | |||||||||||
| Shares (in thousands) | Weighted- Average Grant-Date Fair Value | ||||||||||
| Unvested - December 31, 2025 | $ | ||||||||||
Granted1 | |||||||||||
| Vested | ( | ( | |||||||||
| Forfeited/Surrendered | ( | ||||||||||
| Unvested - September 30, 2026 | $ | ||||||||||
As of September 30, 2026, a total of 1.9 million shares were available for future grants from the shares authorized for award under our Second Amended and Restated 2020 Equity Incentive Plan, including cumulative forfeitures and surrenders.
On June 10, 2025, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan (the “A&R 2020 EIP”) to James Ray, the Company’s President and Chief Executive Officer (“Mr. Ray”). It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price, the original grant to Mr. Ray exceeded the A&R 2020 EIP share limitation by 85,031 shares. Effective April 22, 2026, Mr. Ray agreed to surrender and transfer to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock award so that the original grant will comply with the requirements of the A&R 2020 EIP. Effective June 2, 2026, the Compensation Committee awarded Mr. Ray 85,031 restricted shares under the Second Amended and Restated 2020 Equity Incentive Plan (the “Second A&R 2020 EIP”) and the terms of such award mirror the terms of the grant from June 10, 2025.
17
Due to limitations on the number of shares that can be granted under the A&R 2020 EIP, the 2025 LTIP award to Mr. Ray that would be settled in stock (“Mr. Ray’s 2025 Performance Award Settled in Stock”) was cancelled, as of April 23, 2026, with Mr. Ray irrevocably forfeiting all rights, title and interest in Mr. Ray’s 2025 Performance Award Settled in Stock. Effective June 2, 2026, the Compensation Committee awarded Mr. Ray 603,774 performance shares with a potential payout in the form of stock under the Second A&R 2020 EIP and the terms of such award mirror the terms of Mr. Ray’s 2025 Performance Award Settled in Stock that was forfeited. The fair value of the 2026 replacement award was measured using a Monte Carlo simulation model, which reflects the impact of the revised market‑condition vesting criteria as of the grant date, and resulted in incremental compensation cost of $3.1 million, of which $0.7 million was recognized through September 30, 2026. The remaining $2.4 million will be recognized over the remaining requisite service period of the award through December 31, 2027. The modification did not change the Company’s expectations regarding the number of awards expected to vest.
12. Stockholders’ Equity
Common Stock — Our authorized capital stock consists of 60,000,000 0.01 37,657,744 34,185,682
Preferred Stock — Our authorized capital stock also consists of 5,000,000 0.01 no
Earnings (Loss) Per Share — Basic earnings (loss) per share is determined by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share presented is determined by dividing net income (loss) by the weighted average number of common shares and potential common shares outstanding during the period as determined by the treasury stock method. Potential common shares are included in the diluted earnings per share calculation when dilutive.
Diluted earnings (loss) per share for the three and nine months ended September 30, 2026 and 2025 includes the effect of potential common shares issuable when dilutive, and is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net loss from discontinued operations | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding (in '000s) | ||||||||||||||||||||||||||||||||||||||
| Dilutive shares outstanding | ||||||||||||||||||||||||||||||||||||||
| Basic income (loss) per share from continuing operations | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Basic loss per share from discontinued operations | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Diluted income (loss) per share from continuing operations | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Diluted loss per share from discontinued operations | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
18
13. Other Comprehensive Income (Loss)
The after-tax changes in accumulated other comprehensive income (loss), are as follows:
| Foreign currency translation adjustment | Pension and post-retirement benefits plans | Derivative instruments | Accumulated other comprehensive income (loss) | ||||||||||||||||||||
| Balance - December 31, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Net current period change | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified into earnings | ( | ( | |||||||||||||||||||||
| Balance - September 30, 2026 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Foreign currency translation adjustment | Pension and post-retirement benefit plans | Derivative instruments | Accumulated other comprehensive income (loss) | ||||||||||||||||||||
| Balance - December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net current period change | |||||||||||||||||||||||
| Amounts reclassified into earnings | |||||||||||||||||||||||
| Balance - September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
The related tax effects allocated to each component of other comprehensive income (loss) are as follows:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Before Tax Amount | Tax Expense | After Tax Amount | Before Tax Amount | Tax Expense | After Tax Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net current period change | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustment | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net actuarial gain (loss) and prior service credit | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative instruments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net unrealized gain (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified into earnings: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Actuarial gain and prior service cost | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative instruments | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net realized gain | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Before Tax Amount | Tax Expense | After Tax Amount | Before Tax Amount | Tax Expense | After Tax Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net current period change | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustment | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Net actuarial gain (loss) and prior service credit | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative instruments | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net unrealized gain (loss) | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified into earnings: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Actuarial gain and prior service cost | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative instruments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net realized gain (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
19
14. Cost Reduction and Manufacturing Capacity Rationalization
The Company's restructuring program seeks to align cost structure to support margin expansion. The program includes workforce reductions and footprint optimization across segments.
The changes in accrued restructuring balances are as follows:
| Global Seating | Global Electrical Systems | Trim Systems and Components | Corporate/Other | Total | |||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| March 31, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | |||||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | ( | ||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Corporate/ Other | Total | |||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Of the $1.0 million costs incurred in the three months ended September 30, 2026 for restructuring, $0.5 million related to headcount reductions and $0.5 million related to facility exit and other costs. Of the $1.0 million costs incurred, $0.7 million were recorded in and $0.3 million were recorded in .
Of the $3.2 million costs incurred in the nine months ended September 30, 2026 for restructuring, $2.3 million related to headcount reductions and $0.9 million related to facility exist and other costs; $2.6 million were recorded in and $0.6 million were recorded in .
All of the $2.7 million costs incurred in the three months ended September 30, 2025 for restructuring related to headcount reductions and were recorded in
15. Commitments and Contingencies
Leases - As disclosed in Note 7, Leases, we lease office, warehouse and manufacturing space and equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in addition to annual rental fees. As of September 30, 2026, our equipment leases did not provide for any material guarantee of a specified portion of residual values.
20
Guarantees - Costs associated with guarantees are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated. The most likely cost to be incurred is accrued based on an evaluation of available facts; where no amount within a range of estimates is more likely, the minimum is accrued. As of September 30, 2026 and 2025, we had no such guarantees.
Litigation - We are subject to various legal proceedings and claims arising in the ordinary course of business, including but not limited to product liability claims, customer and supplier disputes, service provider disputes, examinations by taxing authorities, employment disputes, workers’ compensation claims, unfair labor practice charges, OSHA investigations, intellectual property disputes and environmental claims arising out of the conduct of our businesses.
Management believes that the Company maintains adequate insurance and that we have established reserves for issues that are probable and estimable in amounts that are adequate to cover reasonable adverse judgments not covered by insurance. Based upon the information available to management and discussions with legal counsel, it is the opinion of management that the ultimate outcome of the various legal actions and claims that are incidental to our business are not expected to have a material adverse impact on the consolidated financial position, results of operations, equity or cash flows; however, such matters are subject to many uncertainties and the outcomes of individual matters are not predictable with any degree of assurance.
Warranty - We are subject to warranty claims for products that fail to perform as expected due to design or manufacturing deficiencies. Depending on the terms under which we supply products to our customers, a customer may hold us responsible for some or all of the repair or replacement costs of defective products when the product supplied did not perform as represented. Our policy is to record provisions for estimated future customer warranty costs based on historical trends and for specific claims. These amounts, as they relate to the periods ended September 30, 2026 and December 31, 2025, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.
On July 24, 2023, one of our customers issued a voluntary safety recall related to certain wiper system components supplied by us. On October 6, 2025, one of our customers issued a safety recall related to certain truck cabs produced in our cab manufacturing facility. The facility was sold during 2024 and reported as discontinued operations. To the extent any additional loss occurs that is attributed to us, we believe that we have reasonable levels of insurance coverage to mitigate recall exposure risk. It is reasonably possible that we will incur additional losses and fees above the amount accrued for warranty claims but we cannot estimate a range of such reasonably possible losses or fees related to these claims at this time. There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts normally accrued.
The following presents a summary of the warranty provision for the nine months ended September 30, 2026:
| Balance - December 31, 2025 | $ | ||||
| Provision for warranty claims | |||||
| Deduction for payments made and other adjustments | ( | ||||
| Balance - September 30, 2026 | $ | ||||
Debt Payments - As disclosed in Note 4, Debt, the Term Loan requires the Company to repay a fixed amount of principal on a quarterly basis and make voluntary prepayments that coincide with certain events.
The following table provides future minimum principal payments due on long-term debt for the next five years. The existing long-term debt matures in 2030; no payments are due thereafter:
| Total | |||||||||||||||||
| Remainder of 2026 | $ | ||||||||||||||||
| 2027 | $ | ||||||||||||||||
| 2028 | $ | ||||||||||||||||
| 2029 | $ | ||||||||||||||||
| 2030 and thereafter | $ | ||||||||||||||||
21
16. Segment Reporting
Our President and Chief Executive Officer is the Company’s chief operating decision maker (“CODM”). The CODM uses segment operating income compared to historical results, budgets, and forecasted financial information, in order to assess segment performance and allocate operating and capital resources.
The Global Seating segment designs, manufactures and sells the following products:
•Commercial vehicle seats for the global commercial vehicle markets including heavy duty trucks, medium duty trucks, last mile delivery trucks and vans, construction and agriculture equipment in North America, Europe and Asia-Pacific. This segment includes a portion of the company’s activities in the electric vehicle market.
•Seats and components sold into the commercial vehicle channels that provide repair and refurbishing. These channels include Original Equipment Service ("OES") centers and retail distributors, and are spread across North America, Europe and Asia-Pacific.
•Office seats primarily sold into the commercial and home office furniture distribution channels in Europe and Asia-Pacific.
The Global Electrical Systems segment designs, manufactures and sells the following products:
•Cable and harness assemblies for both high and low voltage applications, control boxes, dashboard assemblies and design and engineering for these applications.
•The end markets for these products are construction, agricultural, industrial, automotive (both internal combustion and electric vehicles), truck, mining, rail, marine, power generation and the military/defense industries in North America, Europe and Asia-Pacific.
The Trim Systems and Components segment designs, manufactures and sells the following products:
•Plastic components ("Trim") primarily for the North America commercial vehicle market, MD/HD truck market and power sports markets.
•Commercial vehicle accessories including wipers, mirrors, and sensors. These products are sold both as Original Equipment and as repair products.
The following tables present financial information for the Company's reportable segments for the periods indicated:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Selling, general & administrative expenses | |||||||||||||||||||||||||||||
| Gain on sale of assets | ( | ( | |||||||||||||||||||||||||||
Operating income (loss) 1 | $ | $ | $ | $ | |||||||||||||||||||||||||
Corporate and other unallocated costs 2 | |||||||||||||||||||||||||||||
| Other (income) expense | |||||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | ( | ||||||||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Profit (loss) before provision for income taxes | $ | ||||||||||||||||||||||||||||
22
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Selling, general & administrative expenses | |||||||||||||||||||||||||||||
Operating income (loss) 1 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Corporate and other unallocated costs 2 | |||||||||||||||||||||||||||||
| Other (income) expense | |||||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Profit (loss) before provision for income taxes | $ | ( | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general & administrative expenses | |||||||||||||||||||||||
| Gain on sale of assets | ( | ( | ( | ||||||||||||||||||||
Operating income (loss) 1 | $ | $ | $ | $ | |||||||||||||||||||
Corporate and other unallocated costs 2 | |||||||||||||||||||||||
| Other (income) expense | |||||||||||||||||||||||
| Change in fair value of warrant liabilities | |||||||||||||||||||||||
| Loss on early extinguishment of debt | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Profit (loss) before provision for income taxes | $ | ||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general & administrative expenses | |||||||||||||||||||||||
Operating income (loss) 1 | $ | $ | $ | $ | |||||||||||||||||||
Corporate and other unallocated costs 2 | |||||||||||||||||||||||
| Other (income) expense | |||||||||||||||||||||||
| Change in fair value of warrant liabilities | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Profit (loss) before provision for income taxes | $ | ( | |||||||||||||||||||||
23
1.Segment operating income includes allocated corporate operating expenses associated with central services such as procurement, quality, logistics, environmental health and safety, information technology, insurance, finance, credit and collections, treasury and human resources. Operating expenses related to corporate headquarter functions are primarily allocated to each segment based on revenue contribution.
2.Unallocated corporate costs include enterprise and governance stewardship which include listing fees, audit fees, compliance costs, insurance costs, Board of Directors fees, and corporate management stock-based compensation expenses. Finally, interest expense, income taxes, and certain other items included in Other (income) expense, which are managed on a consolidated basis, are not allocated to the operating segments.
17. Other Financial Information
Items reported in inventories consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Inventories | $ | $ | |||||||||
Items reported in property, plant, and equipment, net consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Land and buildings | $ | $ | |||||||||
| Machinery and equipment | |||||||||||
| Construction in progress | |||||||||||
| Property, plant, and equipment, gross | |||||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Items reported in accrued expenses and other liabilities consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Compensation and benefits | $ | $ | |||||||||
| Operating lease liabilities | |||||||||||
| Customer tooling projects | |||||||||||
| Taxes payable | |||||||||||
| Accrued legal and professional fees | |||||||||||
| Accrued freight | |||||||||||
| Warranty costs | |||||||||||
| Product recall obligation | |||||||||||
| Other | |||||||||||
| Accrued liabilities and other | $ | $ | |||||||||
24
18. Discontinued Operations
The following table provides a reconciliation of the individual discontinued operations to the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | |||||||||||||||||||||||||||||||||||
| Cab structures business | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Industrial Automation segment | ( | ( | |||||||||||||||||||||||||||||||||
| Total income (loss) from discontinued operations, net of tax | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
25
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion and analysis below describes material changes in financial condition and results of operations as reflected in our condensed consolidated financial statements for the three and nine months ended September 30, 2026 and 2025. This discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K.
Business Overview
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.
We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Morocco, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region.
We primarily manufacture customized products to meet the requirements of our customers. We believe our products are used by a majority of the North American Commercial Truck markets and many construction and agriculture vehicle OEMs, parts and service dealers, and distributors.
Key Developments
On March 27, 2026, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”), pursuant to which the parties agreed to consummate a sale and leaseback transaction (the “Sale and Leaseback Transaction”). Under the terms of the Purchase Agreement, CVG agreed to sell that certain property located in Vonore, Tennessee (the “Vonore Property”) for a purchase price of $16 million. The Company completed the sale of the Vonore Property on March 27, 2026, and entered into a long-term lease, pursuant to which the Company will lease the Vonore Property at an initial annual base rent of approximately $1.4 million for the first year and annual increases of 3.5% thereafter. The lease will be for a twenty-year term. The closing of the sale of the Vonore Property provided the Company with net proceeds (after tax and transaction-related costs) of approximately $14.6 million. The Company used the net proceeds from the Sale and Leaseback Transaction to prepay a portion of its existing term loan facility, thereby reducing the Company’s leverage profile.
On June 18, 2026, the Company disclosed that it entered into a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“Sales Agent”), as sales agent, pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, as agent or principal, shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $25,000,000 (the “ATM Program”).
As of June 30, 2026, the Company had sold 2.6 million shares of Common Stock in the ATM Program, generating net cash proceeds of approximately $11.6 million. As required by the Company’s secured term loan facility, all such net proceeds were used by the Company to pay down outstanding indebtedness and associated prepayment premium under such facility. No shares of Common Stock were sold in the ATM Program during the three months ended September 30, 2026.
We continue to navigate through several challenging external factors which create uncertainty and volatility in our end markets, including, but not limited to, geopolitical dynamics, inflationary pressures, increased fuel prices, new and changing tariff actions and responses, tax regulation and fluctuating foreign exchange rates. We expect the Company’s cost of goods sold will continue to be impacted by tariffs, inflationary pressures and fuel prices which increase the price of materials purchased and products sold to customers. In the past, we have negotiated with our customers in an attempt to pass on a portion of the increased costs to our customers, although there is significant uncertainty as to our ability to pass these costs, or a portion of these costs, along to our customers. Geopolitical uncertainties may continue to create a challenging operating environment. We continue to closely monitor the situation and are prepared to remain agile in responding to any new developments.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. Key provisions of the bill include, but are not limited to, immediate expensing of R&D expenditures, restoration and expansion of 100% bonus depreciation and permanent reinstatement of the EBITDA limitation for the calculation of the Section 163(j) business interest expense deduction. Additionally, the bill extends and modifies certain international tax provisions of the 2017 Tax Cuts and Jobs Act that were set to expire at the end of 2025. The tax provisions in OBBBA did not have a material impact on the Company’s consolidated financial statements or results of operations.
26
Consolidated Results of Operations
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
The table below sets forth certain consolidated operating data for the three months ended September 30 (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 208,091 | $ | 152,489 | $ | 55,602 | 36.5% | ||||||||||||||||
| Gross profit | 28,100 | 16,043 | 12,057 | 75.2 | |||||||||||||||||||
| Selling, general and administrative expenses | 23,531 | 17,104 | 6,427 | 37.6 | |||||||||||||||||||
| Gain on sale of assets | (3,084) | — | (3,084) | NM1 | |||||||||||||||||||
| Other (income) expense | 686 | 729 | (43) | (5.9) | |||||||||||||||||||
| Change in fair value of warrant liabilities | (4,112) | 275 | (4,387) | NM1 | |||||||||||||||||||
| Loss on extinguishment of debt | 419 | — | 419 | NM1 | |||||||||||||||||||
| Interest expense | 3,356 | 4,068 | (712) | (17.5) | |||||||||||||||||||
| Provision for income taxes | 1,733 | 687 | 1,046 | 152.3 | |||||||||||||||||||
Net income (loss) from continuing operations | 5,571 | (6,820) | 12,391 | NM1 | |||||||||||||||||||
1.Not meaningful
Revenues. The increase in consolidated revenues resulted from:
•a $53.2 million, or 42.9%, increase in OEM and other sales;
•a $2.4 million, or 8.3%, increase in aftermarket and OES sales.
The increase in revenues of 36.5% is primarily driven by increased customer demand and the ramp of previously awarded new business wins across all three of our segments.
Gross Profit. Included in gross profit is cost of revenues, which consists primarily of raw materials and purchased components for our products, wages and benefits for our employees and overhead expenses such as manufacturing supplies, facility rent and utilities costs related to our operations. The $12.1 million increase in gross profit is primarily attributable to the impact of increased sales volumes and operational efficiency improvements. Cost of revenues increased $43.5 million, or 31.9%, as a result of an increase in raw material and purchased component costs of $34.3 million, or 45.2%, and an increase in labor and overhead expenses of $9.2 million, or 15.2%. As a percentage of revenues, gross profit margin was 13.5% for the three months ended September 30, 2026 compared to 10.5% for the three months ended September 30, 2025. The three months ended September 30, 2026 results include charges of $0.7 million associated with restructuring programs, compared to $2.4 million for the three months ended September 30, 2025.
Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses consist primarily of wages and benefits and other expenses such as marketing, travel, legal, audit, rent and utilities costs, which are not directly or indirectly associated with the manufacturing of our products. SG&A expenses increased $6.4 million compared to the three months ended September 30, 2025, primarily as a result of a $2.0 million increase in share-based compensation primarily due to age and service-based accelerated vesting, $2.5 million of annual and other incentive compensation expense, $0.7 million of outside advisory services, $0.7 million in recruiting costs; offset by a decrease of $0.6 million for accounting remeasurement of liability-classified long-term incentive awards whose value fluctuates in line with our share price. As a percentage of revenues, SG&A expense was 11.3% and 11.2% for the three months ended September 30, 2026 and 2025, respectively.
Gain on sale of assets. During the three months ended September 30, 2026, the Company recognized a gain of $3.1 million related to a sale and leaseback transaction.
Other (Income) Expense. The change in other expense in the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was immaterial.
Warrant expense. Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with entering into the Term Loan due 2030. The decrease in fair value of the outstanding warrants liability during three months ended September 30, 2026 was $4.1 million. The change in fair value of stock warrants was the result of changes in market prices and other observable inputs deriving the value of the financial instruments.
27
Loss on extinguishment of debt. The loss recognized from the extinguishment of debt includes a non-cash expense of $0.2 million for the write-off of deferred financing costs, as well as a prepayment premium and make-whole interest of $0.2 million, both of which are associated with mandatory prepayments on the Term Loan.
Interest Expense. Interest associated with our debt decreased $0.7 million in the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease in interest expense was primarily attributed to a lower Term Loan balance in the current period.
Provision for Income Taxes. Income tax expense of $1.7 million and $0.7 million were recorded for the three months ended September 30, 2026 and 2025, respectively. The primary driver in the tax expense was the Company's mix of profitable foreign operations and losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets.
Net Income (Loss) from continuing operations. Net income from continuing operations was $5.6 million for the three months ended September 30, 2026 compared to net loss of $6.8 million for the three months ended September 30, 2025. The change in net income was attributable to the factors noted above.
Segment Results
Global Seating Segment Results
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
The table below sets forth certain Global Seating Segment operating data for the three months ended September 30 (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 84,713 | $ | 68,707 | $ | 16,006 | 23.3% | ||||||||||||||||
| Gross profit | 12,106 | 8,516 | 3,590 | 42.2 | |||||||||||||||||||
| Selling, general & administrative expenses | 8,505 | 7,108 | 1,397 | 19.7 | |||||||||||||||||||
| Operating income | 3,601 | 1,408 | 2,193 | 155.8 | |||||||||||||||||||
Revenues. The increase in Global Seating Segment revenues of $16.0 million primarily resulted from increased customer demand in North America and Asia-Pacific (APAC), offset by increased costs due to inefficiencies experienced after seasonal shut-downs in Europe, the Middle East, and Africa (EMEA).
Gross Profit. The increase in 2026 gross profit of $3.6 million was primarily due to the impact of increased sales volumes and operational efficiency improvements. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $12.9 million, or 38.7%, and a decrease in labor and overhead expenses of $0.5 million, or 1.8%.
As a percentage of revenues, gross profit margin was 14.3% for the three months ended September 30, 2026 compared to 12.4% for the three months ended September 30, 2025. The three months ended September 30, 2026 results include charges of $0.7 million associated with restructuring programs, compared to $1.3 million for the three months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased $1.4 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
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Global Electrical Systems Segment Results
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
The table below sets forth certain Global Electrical Systems Segment operating data for the three months ended September 30 (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 64,447 | $ | 49,491 | $ | 14,956 | 30.2% | ||||||||||||||||
| Gross profit | 8,977 | 5,321 | 3,656 | 68.7 | |||||||||||||||||||
| Selling, general & administrative expenses | 5,303 | 4,483 | 820 | 18.3 | |||||||||||||||||||
| Operating income | 3,674 | 838 | 2,836 | 338.4 | |||||||||||||||||||
Revenues. The increase in Global Electrical Systems Segment revenues of $15.0 million was primarily as a result of new business wins and increased customer demand in North America.
Gross Profit. The increase in gross profit of $3.7 million was primarily attributable to volume and product mix. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $6.5 million, or 28.2%, and an increase in labor and overhead expenses of $4.8 million, or 22.7%.
As a percentage of revenues, gross profit margin was 13.9% for the three months ended September 30, 2026 compared to 10.8% for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to product mix. The three months ended September 30, 2026 results include no charges associated with restructuring programs, compared to $0.4 million for the three months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
Trim Systems and Components Segment Results
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
The table below sets forth certain Trim Systems and Components Segment operating data for the three months ended September 30 (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 58,931 | $ | 34,291 | $ | 24,640 | 71.9% | ||||||||||||||||
| Gross profit | 7,017 | 2,206 | 4,811 | 218.1 | |||||||||||||||||||
| Selling, general & administrative expenses | 4,348 | 3,136 | 1,212 | 38.6 | |||||||||||||||||||
| Gain on sale of assets | (3,084) | — | (3,084) | — | |||||||||||||||||||
| Operating income (loss) | 5,753 | (930) | 6,683 | (718.6) | |||||||||||||||||||
Revenues. The increase in the Trim Systems and Components Segment revenues of $24.6 million was primarily driven by higher sales volume as a result of increased customer demand in North America, including improved product mix.
Gross Profit. The increase in gross profit of $4.8 million was primarily attributable to higher sales volume. The cost of revenues increased in line with the sales increase of 71.9%, driven by an increase in raw material and purchased component costs of $15.9 million, or 86.3%; and an increase in labor and overhead expenses of $4.0 million, or 28.9%.
As a percentage of revenues, gross profit margin was 11.9% for the three months ended September 30, 2026 compared to 6.4% for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to volume leverage. The three months ended September 30, 2026 results include no charges associated with restructuring programs, compared to $0.6 million for the three months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased $1.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
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Gain on sale of assets. During the three months ended September 30, 2026, the Company recognized a gain of $3.1 million related to a sale and leaseback transaction.
Consolidated Results of Operations
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The table below sets forth certain consolidated operating data for the nine months ended September 30, (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 574,825 | $ | 494,240 | $ | 80,585 | 16.3% | ||||||||||||||||
| Gross profit | 72,644 | 53,365 | 19,279 | 36.1 | |||||||||||||||||||
| Selling, general and administrative expenses | 65,761 | 52,222 | 13,539 | 25.9 | |||||||||||||||||||
| Gain on sale of assets | (17,041) | — | (17,041) | NM1 | |||||||||||||||||||
| Other (income) expense | 2,465 | 1,083 | 1,382 | 127.6 | |||||||||||||||||||
| Change in fair value of warrant liabilities | 4,309 | 275 | 4,034 | 1,466.9 | |||||||||||||||||||
| Loss on extinguishment of debt | 3,406 | 460 | 2,946 | 640.4 | |||||||||||||||||||
| Interest expense | 10,398 | 8,862 | 1,536 | 17.3 | |||||||||||||||||||
| Provision (benefit) for income taxes | 5,614 | 4,527 | 1,087 | 24.0 | |||||||||||||||||||
Net income (loss) from continuing operations | (2,268) | (14,064) | 11,796 | (83.9) | |||||||||||||||||||
1.Not meaningful
Revenues. The increase in consolidated revenues resulted from:
•a $77.2 million, or 19.2%, increase in OEM and other revenues; and
•a $3.4 million, or 3.6%, increase in aftermarket and OES sales.
The increase in revenues of $80.6 million was primarily driven by an increase in customer demand across all segments and regions.
Gross Profit. The $19.3 million increase in gross profit is primarily attributable to the impact of increased sales volumes and operational efficiency improvements. Cost of revenues increased $61.3 million, or 13.9%, as a result of an increase in raw material and purchased component costs of $47.5 million, or 18.6%, and an increase in labor and overhead expenses of $13.8 million, or 7.4%.
As a percentage of revenues, gross profit margin was 12.6% for the nine months ended September 30, 2026 compared to 10.8% for the nine months ended September 30, 2025. The nine months ended September 30, 2026 results include charges of $2.6 million associated with restructuring programs, compared to $4.0 million for the nine months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased $13.5 million compared to the nine months ended September 30, 2025, primarily as a result of a $4.7 million increase in annual and other incentive compensation expense, $4.5 million increase in outside advisory services, $0.7 million in recruiting costs, $2.7 million increase in share-based compensation primarily due to age and service-based accelerated vesting, and $1.1 million increase for accounting remeasurement of liability-classified long-term incentive awards whose value fluctuates in line with our share price. As a percentage of revenues, SG&A expense was 11.4% for the nine months ended September 30, 2026 compared to 10.6% for the nine months ended September 30, 2025. The nine months ended September 30, 2026 results include charges of $0.6 million associated with the restructuring programs, compared to $0.5 million for the nine months ended September 30, 2025.
Gain on sale of assets. During the nine months ended September 30, 2026, the Company recognized a gain of $17.0 million related to the sale and leaseback transactions.
Other (Income) Expense. Other expense increased $1.4 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily related to unfavorable change in foreign currency.
30
Warrant expense. Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with entering into the Term Loan due 2030. The increase in fair value of the outstanding warrants liability during nine months ended September 30, 2026 was $4.3 million. The change in fair value of the warrants was the result of changes in market prices of our common stock underlying the warrants and other observable inputs deriving the value of the financial instruments.
Loss on extinguishment of debt. The loss recognized from the extinguishment of debt includes a non-cash expense of $1.8 million for the write-off of deferred financing costs, as well as a prepayment premium and make-whole interest of $1.6 million, both of which are associated with the mandatory prepayments of the Term Loan. The prior year loss on extinguishment of debt reflects the write-off of deferred financing fees related to early repayment of the prior revolver of $0.5 million.
Interest Expense. Interest associated with our debt was $10.4 million and $8.9 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in interest expense was primarily attributed to higher interest rates from our refinancing completed during the second quarter of 2025.
Provision (benefit) for Income Taxes. Income tax expense of $5.6 million and $4.5 million were recorded for the nine months ended September 30, 2026 and 2025, respectively. The primary driver in the tax expense was the Company's mix of profitable foreign operations and losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets.
Net Income (loss) from continuing operations. Net loss from continuing operations was $2.3 million for the nine months ended September 30, 2026 compared to net loss of $14.1 million for the nine months ended September 30, 2025. The change is attributable to the factors noted above.
Segment Results
Global Seating Segment Results
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The table below sets forth certain Global Seating Segment operating data for the nine months ended September 30, (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 239,232 | $ | 216,574 | $ | 22,658 | 10.5% | ||||||||||||||||
| Gross profit | 33,672 | 27,537 | 6,135 | 22.3 | |||||||||||||||||||
| Selling, general & administrative expenses | 24,026 | 21,092 | 2,934 | 13.9 | |||||||||||||||||||
| Gain on sale of assets | (13,716) | — | (13,716) | NM1 | |||||||||||||||||||
| Operating income | 23,362 | 6,445 | 16,917 | 262.5 | |||||||||||||||||||
1.Not meaningful
Revenues. The increase in Global Seating Segment revenues of $22.7 million was primarily driven by higher customer demand across all regions.
Gross Profit. The increase in gross profit of $6.1 million was primarily attributable to increased sales volumes and operational efficiency improvements. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $15.1 million, or 13.4%, and an increase in labor and overhead expenses of $1.5 million, or 2.0%.
As a percentage of revenues, gross profit margin was 14.1% for the nine months ended September 30, 2026 compared to 12.7% for the nine months ended September 30, 2025. The nine months ended September 30, 2026 results include charges of $1.9 million associated with restructuring programs, compared to $1.7 million for the nine months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased $2.9 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
Gain on sale of assets. During the nine months ended September 30, 2026, the Company recognized a gain of $13.7 million related to the Sale and Leaseback Transaction.
31
Global Electrical Systems Segment Results
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The table below sets forth certain Global Electrical Systems Segment operating data for the nine months ended September 30, (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 183,925 | $ | 153,527 | $ | 30,398 | 19.8% | ||||||||||||||||
| Gross profit | 21,646 | 15,222 | 6,424 | 42.2 | |||||||||||||||||||
| Selling, general & administrative expenses | 16,299 | 14,260 | 2,039 | 14.3 | |||||||||||||||||||
| Operating income (loss) | 5,347 | 962 | 4,385 | 455.8 | |||||||||||||||||||
Revenues. The increase in Global Electrical Systems Segment revenues of $30.4 million was primarily driven by new business wins.
Gross Profit. The increase in gross profit of $6.4 million is primarily attributable to volume and product mix. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $15.3 million, or 21.0%; and an increase in labor and overhead expenses of $8.7 million, or 13.3%.
As a percentage of revenues, gross profit margin was 11.8% for the nine months ended September 30, 2026 compared to 9.9% for the nine months ended September 30, 2025, driven by mix and volume leverage. The nine months ended September 30, 2026 results include charges of $0.5 million associated with restructuring programs, compared to $1.5 million for the nine months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased $2.0 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
Trim Systems and Components Segment Results
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The table below sets forth certain Trim Systems and Components Segment operating data for the nine months ended September 30, (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 151,668 | $ | 124,139 | $ | 27,529 | 22.2% | ||||||||||||||||
| Gross profit | 17,326 | 10,606 | 6,720 | 63.4 | |||||||||||||||||||
| Selling, general & administrative expenses | 12,534 | 10,083 | 2,451 | 24.3 | |||||||||||||||||||
| Gain on sale of assets | (3,084) | — | (3,084) | NM1 | |||||||||||||||||||
| Operating income (loss) | 7,876 | 523 | 7,353 | 1,405.9 | |||||||||||||||||||
1.Not meaningful
Revenues. The increase in Trim Systems and Components Segment revenues of $27.5 million was primarily driven by increased customer demand in North America.
Gross Profit. The increase in gross profit of $6.7 million is primarily attributable to higher sales volume. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $17.4 million, or 24.8%, and an increase in labor and overhead expenses of $3.4 million, or 7.8%.
As a percentage of revenues, gross profit margin was 11.4% for the nine months ended September 30, 2026 compared to 8.5% for the nine months ended September 30, 2025. This was primarily due to volume leverage. The nine months ended September 30, 2026 results include charges of $0.2 million associated with restructuring programs, compared to $0.9 million for the nine months ended September 30, 2025.
32
Selling, General and Administrative Expenses. SG&A expenses increased $2.5 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
Gain on sale of assets. During the three months ended September 30, 2026, the Company recognized a gain of $3.1 million related to a sale and leaseback transaction.
Liquidity and Capital Resources
Our primary sources of liquidity as of September 30, 2026 were operating income, cash and availability under our credit facility. We believe that these sources of liquidity will provide adequate funds for our working capital needs, capital expenditures and debt service throughout the next twelve months. However, no assurance can be given that this will be the case. We also rely on the timely collection of receivables as a source of liquidity. As of September 30, 2026, we had outstanding letters of credit of $3.5 million and borrowing availability of $83.3 million from our U.S. and China credit facilities (subject to borrowing base and other customary conditions), in addition to $39.8 million of cash.
As of September 30, 2026, cash of $35.6 million was primarily held by foreign subsidiaries. The Company had a $0.1 million deferred tax liability as of September 30, 2026 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.
We intend to allocate resources consistent with the following priorities: (1) invest in growth; (2) invest in operational improvements; (3) manage working capital; (4) reduce debt; and (5) other actions deemed appropriate by management to improve operational performance.
Covenants and Liquidity
Our ability to comply with the covenants in the Term Loan and ABL Revolving Credit Facility, as discussed in Note 4, Debt, may be affected by economic or business conditions beyond our control. Based on our current forecast, we believe that we will be able to maintain compliance with the financial maintenance covenants and the fixed charge coverage ratio covenant and other covenants in the Term Loan and ABL Revolving Credit Facility for the next twelve months; however, no assurances can be given that we will be able to comply. We base our forecasts on historical experience, industry forecasts and other assumptions that we believe are reasonable under the circumstances. If actual results are substantially different than our current forecast, we may not be able to comply with our financial covenants.
Sources and Uses of Cash
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
Cash provided by (used in): | |||||||||||
| Net cash provided by operating activities | $ | 1,685 | $ | 32,355 | |||||||
Net cash provided by (used in) investing activities | 9,225 | (7,031) | |||||||||
Net cash used in financing activities | (3,804) | (22,661) | |||||||||
Effect of currency exchange rate changes on cash | (611) | 2,033 | |||||||||
| Net increase in cash | $ | 6,495 | $ | 4,696 | |||||||
Operating activities. For the nine months ended September 30, 2026, net cash provided by operating activities was $1.7 million compared to net cash provided by operating activities of $32.4 million for the nine months ended September 30, 2025. The decrease in net cash provided by operating activities is primarily attributable to an increase in trade working capital for the nine months ended September 30, 2026 as compared to a decrease in trade working capital for the nine months ended September 30, 2025.
Investing activities. For the nine months ended September 30, 2026, net cash provided by investing activities was $9.2 million compared to cash used in investing activities of $7.0 million for the nine months ended September 30, 2025. The change was mainly due to $20.0 million in proceeds from the sale of assets in the current year. In 2026, we expect capital expenditures to be in the range of $13 million to $17 million.
33
Financing activities. For the nine months ended September 30, 2026, net cash used in financing activities was $3.8 million compared to net cash used in financing activities of $22.7 million for the nine months ended September 30, 2025. Use of cash in financing activities during the nine months ended September 30, 2026 was primarily attributable to the prepayment of term loan debt which totaled $30.5 million, related to mandatory paydowns from the sale and leaseback transactions and at-the-market equity offering proceeds.
Debt and Credit Facilities
The debt and credit facilities descriptions in Note 4, Debt are incorporated in this section by reference.
ATM Program
On June 18, 2026, the Company entered into the Sales Agreement with Sales Agent for the ATM Program which enables the Company to issue and sell shares of Common Stock in transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, for a maximum aggregate offering amount of up to $25.0 million. During the quarter ended June 30, 2026, we issued and sold 2.6 million shares of our Common Stock under the ATM program for net proceeds (after sales commissions and direct offering expenses) of $11.6 million. The direct costs of $0.2 million incurred in connection with the ATM program during the quarter ended June 30, 2026 were charged against the proceeds from the sale of Common Stock and reflected as a reduction of paid-in -capital. During the quarter ended September 30, 2026, we did not sell any shares of our Common Stock under the ATM Program. As of September 30, 2026, approximately $13.0 million remained available for sale under the ATM Program.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For a comprehensive discussion of our significant accounting policies, see "Note 1. Significant Accounting Policies", to our consolidated financial statements in Item 8 in our 2025 Form 10-K.
Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K. At September 30, 2026, there have been no material changes to our critical accounting estimates from those disclosed in our 2025 Form 10-K.
Forward-Looking Statements
This Quarterly Report on Form 10-Q 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 under “Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein regarding industry outlook, the Company’s plans to improve financial results, the future of the Company’s end markets, including, but not limited to, global commercial vehicle markets and electric vehicle markets, changes in the North America Class 8 and Class 5-7 truck build rates, performance of the global construction and agricultural equipment businesses, the Company’s prospects in the global commercial vehicle markets 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”, 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
34
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 report 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.
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our 2025 Form 10-K. As of September 30, 2026, there have been no material changes in our exposure to market risk from those disclosed in our 2025 Form 10-K.
ITEM 4 – CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. Our senior management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
We evaluated, the effectiveness of our disclosure controls and procedures as of September 30, 2026. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2026 to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. There were no changes during the quarter ended September 30, 2026 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls. Our management, including our President and Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
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PART II. OTHER INFORMATION
ITEM 1 Legal Proceedings
We are subject to various legal proceedings and claims arising in the ordinary course of business, including, but not limited to, product liability claims, customer and supplier disputes, service provider disputes, examinations by taxing authorities, employment disputes, workers’ compensation claims, unfair labor practice charges, OSHA investigations, intellectual property disputes and environmental claims arising out of the conduct of our businesses. Based upon the information available to management and discussions with legal counsel, it is the opinion of management that the ultimate outcome of the various legal actions and claims that are incidental to our business are not expected to have a material adverse impact on the consolidated financial position, results of operations, stockholders' equity or cash flows; however, such matters are subject to many uncertainties and the outcomes of individual matters are not predictable with any degree of assurance.
ITEM 1A Risk Factors
You should carefully consider the information in this Form 10-Q, the risk factors discussed in "Risk Factors" and other risks discussed in our 2025 Form 10-K and our filings with the SEC since December 31, 2025. These risks could materially and adversely affect our results of operations, financial condition, liquidity and cash flows. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3 Defaults Upon Senior Securities
Not applicable.
ITEM 4 Mine Safety Disclosures
Not applicable.
ITEM 5 Other Information
Neither the Company nor any of our officers or directors adopted terminated
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ITEM 6 Exhibits
10.1* | Offer Letter of Ms. O’Leary, dated August 6, 2026 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 8, 2026). | ||||
10.2* | Change in Control & Non-Competition Agreement dated August 6, 2026 with Angie O'Leary. | ||||
| 302 Certification by James R. Ray, President and Chief Executive Officer. | |||||
302 Certification by Angela O'Leary, Chief Financial Officer. | |||||
| Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 101 | Interactive Data Files | ||||
| * | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this quarterly report on Form 10-Q. | ||||
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SIGNATURE
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, thereunto duly authorized.
| COMMERCIAL VEHICLE GROUP, INC. | ||||||||||||||
| Date: | November 2, 2026 | By | /s/ Angela M. O'Leary | |||||||||||
| Angela M. O'Leary | ||||||||||||||
| Chief Financial Officer, Chief Accounting Officer | ||||||||||||||
(Principal Financial and Principal Accounting Officer) | ||||||||||||||
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Exhibit 10.1
August 6, 2026
Ms. Angie O’Leary
Via Email: Angie.O’Leary@cvgrp.com
Dear Angie:
On behalf of Commercial Vehicle Group, Inc. ("CVG"), I am pleased to confirm your promotion to the position of Executive Vice President and Chief Financial Officer. This appointment reflects the confidence that the Board of Directors, CEO, and executive leadership team have in your ability to lead our global finance organization and contribute to CVG's continued success. This letter summarizes the terms of your promotion and supersedes all prior discussions, representations, or offers, whether verbal or written. The details of the terms are set forth below.
Job Title: Executive Vice President & Chief Financial Officer. This position is based in our New Albany, Ohio headquarters location.
Start Date: Thursday, August 6, 2026.
Reports to: James R. Ray, President and Chief Executive Officer
Salary: $425,000 annualized. This is a salaried exempt position as defined by the Fair Labor Standards Act.
Annual Review: Performance and executive compensation reviews are expected to take place annually, generally in the first quarter; market adjustments are made as warranted based on, among others, the executive benchmark data. Merit increases and adjustments are subject to review and approval by the Compensation Committee of the Board of Directors (the “Compensation Committee”).
Management You will be eligible to participate in CVG's Annual Incentive Plan ("AIP") with a target award
Performance Bonus: opportunity equal to 65% of your annual base salary. The current AIP performance measures are financial in nature and are based on Revenue, Operating Income Margin, and Free Cash Flow performance. Actual payouts may range from 0% to 200% of target, depending on the Company's performance against established goals.
Your 2026 AIP award will be calculated on a prorated basis based on the period of time served in each position during 2026 and the applicable base salary and target incentive opportunity associated with each position: three (3) months as Chief Accounting Officer, four (4) months as Interim Chief Financial Officer, and five (5) months as Executive Vice President and Chief Financial Officer. Any payout remains subject to the terms and conditions of the AIP and achievement of applicable performance goals.
Long Term Incentives: You will be eligible to receive equity and other long-term incentive awards under any long-term incentive plan or program adopted by the Company from time to time for which senior executives are generally eligible. Participation in, and the level of any award under, such plans or programs shall be determined by the Compensation Committee in its sole discretion.
The target award opportunity and award design are reviewed and established annually by the Compensation Committee. Awards may consist of both time-based and performance-based components, including, but not limited to, restricted stock or restricted stock units that vest ratably over a three-year period and a cash- or stock-settled performance award that is generally subject
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to a three-year performance and vesting period. The current performance-based component is tied to the achievement of annual EBITDA objectives and stock price performance.
Subject to annual review and approval by the Compensation Committee, your target long-term incentive award opportunity will be no less than 120% of your annual base salary for each calendar year beginning in 2027. All awards shall remain subject to the terms and conditions of the applicable incentive plan and award agreement.
Vacation: Four (4) weeks of vacation per calendar year. Vacation is earned and must be used within each calendar year.
Personal Days: You will be eligible for three (3) paid personal days per calendar year paid in accordance with company policy.
Holidays: Ten, paid in accordance with our annual observation calendar.
Benefits: Medical, Dental and Vision insurance is available for you and your eligible dependents. CVG also offers supplemental critical care, accident, and hospital indemnity insurance. These benefits can be purchased at group rates at your expense. In some instances, evidence of insurability is required for supplemental coverage.
Group life insurance coverage equal to three (3) times your base salary is provided at no cost to you and with no medical exam required. CVG also offers a supplemental life insurance benefit that can be purchased at group rates at your expense. In some instances, evidence of insurability is required for supplemental coverage.
Short term disability (STD) coverage provides disability pay at 100% of your base salary for the first two weeks of an eligible disability and up to an additional 24 weeks at 60% of base salary. Long term disability (LTD) coverage takes effect following the exhaustion of your STD coverage.
401(k) Savings Plan: The Company matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. All matching dollars vest immediately under the Plan.
Restrictive Covenants: You are not eligible to sell CVGI shares until you have achieved the required hold limit, except that the forfeiture of shares for purposes of satisfying income tax liability associated with vesting shares is permitted regardless of progress against the hold limit. The hold limit for the position of Executive Vice President and Chief Financial Officer is three times (3x) annual base pay.
You are also subject to a twelve-month non-competition, non-solicitation covenant as will be further described in your Change in Control Agreement.
Sincerely, Accepted and acknowledged by:
/s/ James R. Ray
James R. Ray /s/ Angie O’Leary 8/6/2026
President and Chief Executive Officer Angie O’Leary Date
Commercial Vehicle Group, Inc.
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Exhibit 10.2
CHANGE IN CONTROL & NON-COMPETITION AGREEMENT
This Agreement is made as of this 6th day of August, 2026, by and between Angie O’Leary ("Executive") and Commercial Vehicle Group, Inc., a Delaware corporation with its principal office at 7800 Walton Parkway, New Albany, Ohio 43054, its subsidiaries, successors and assigns (the "Company").
Recitals
A.The Company is engaged in the business of among other things, developing, manufacturing, and marketing of interior systems, vision safety solutions and other cab-related products for the global commercial vehicle market, including the heavy-duty (Class 8) truck market, the construction market and other specialized transportation markets and delivering real solutions to complex design, engineering and manufacturing problems and in connection therewith develops and uses valuable technical and nontechnical trade secrets and other confidential information which it desires to protect.
B.You will continue to be employed as an officer or key employee of the Company.
C.The Company considers your continued services to be in the best interest of the Company and desires, through this Agreement, to assure your continued services on behalf of the Company on an objective and impartial basis and without distraction or conflict of interest in the event of an attempt to obtain control of the Company.
D.You are willing to remain in the employ of the Company on the terms set forth in this agreement.
Agreement
NOW, THEREFORE, the parties agree as follows:
1.Consideration. As consideration for your entering into this Agreement and your willingness to remain bound by its terms, the Company shall continue to employ you and provide you with access to certain Confidential Information as defined in this Agreement and other valuable consideration as provided for throughout this Agreement, including in Sections 3 and 4 of this Agreement.
2.Employment.
a)Position. You will continue to be employed as EVP and Chief Financial Officer, reporting to the Chief Executive Officer. You shall continue to perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in similar executive capacities.
b)Restricted Employment. While employed by the Company, you shall devote your best efforts to the business of the Company and shall not engage in any outside employment or consulting work without first securing the approval of the Company's
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Board of Directors. Furthermore, so long as you are employed under this Agreement, you agree to devote your full time and efforts exclusively on behalf of the Company and to competently, diligently, and effectively discharge your duties hereunder. You shall not be prohibited from engaging in such personal, charitable, or other non-employment activities that do not interfere with your full time employment hereunder and which do not violate the other provisions of this Agreement. You further agree to comply fully with all policies and practices of the Company as are from time to time in effect.
3.Compensation.
a)Your compensation will be continued at your current annual base rate ("Basic Salary"), payable in accordance with the normal payroll practices of the Company. Your base salary may be increased from time to time by action of the Board of Directors of the Company. You will also be eligible for a cash bonus under a performance bonus plan which is determined annually by the Board of Directors of the Company.
b)You will be entitled to receive equity and other long term incentive awards (including but not limited to stock awards) pursuant to the terms of the Company's Equity Incentive Plan or other plan adopted by the Board of Directors of the Company from time to time. If a "Change in Control," as defined in Section 8(e)(v) shall occur (i) in which the Company does not survive as a result of such Change in Control or substantially all of the assets of the Company are sold as a result of such Change in Control, and (ii) in which the surviving entity does not assume the obligations of your outstanding stock options upon the Change in Control, then all outstanding stock options and restricted stock issued to you prior to the Change in Control will be immediately vested upon such Change of Control and such options will be exercisable for a period of at least 12 months from the date of the Change in Control, but, in no event, following the expiration date of the term of such stock options.
c)Subject to applicable Company policies, you will be reimbursed for necessary and reasonable business expenses incurred in connection with the performance of your duties hereunder or for promoting, pursuing or otherwise furthering the business or interests of the Company.
4.Additional Benefits.
a)Fringe Benefits. You will be entitled to receive employee benefits and participate in any employee benefit plans, in accordance with their terms as from time to time amended, that the Company maintains during your employment and which are made generally available to all other executive management employees in like positions. This includes medical and dental insurance, life insurance, disability insurance, supplemental medical insurance and 401(k) plan including all executive benefits as approved by the Board of Directors' Compensation Committee.
b)Best-Net Cutback. Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company Group to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Internal Revenue of Code of 1986, as amended (the “Code”), and would, but for this Section 4(b), be subject to the excise tax imposed under
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Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Executive of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under subparagraph (i) above is less than the amount under subparagraph (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, and foreign income, employment, and excise taxes.”
5.Confidential Information.
a)As used throughout this Agreement, the term "Confidential Information" means any information you acquire during employment by the Company (including information you conceive, discover or develop) which is not readily available to the general public and which relates to the business, including research and development projects, of the Company, its subsidiaries or its affiliated companies.
b)Confidential Information includes, without limitation, information of a technical nature (such as trade secrets, inventions, discoveries, product requirements, designs, software codes and manufacturing methods), matters of a business nature (such as customer lists, the identities of customer contacts, information about customer requirements and preferences, the terms of the Company's contracts with its customers and suppliers, and the Company's costs and prices), personnel information (such as the identities, duties, customer contacts, and skills of the Company's employees) and other financial information relating to the Company and its customers (including credit terms, methods of conducting business, computer systems, computer software, personnel data, and strategic marketing, sales or other business plans). Confidential Information may or may not be patentable.
c)Confidential Information does not include information which you learned prior to employment with the Company from sources other than the Company, information you develop after employment from sources other than the Company's Confidential Information or information which is readily available to persons with equivalent skills, training and experience in the same fields or fields of endeavor as you. You must presume that all information that is disclosed or made accessible to you during employment by the Company is Confidential Information if you have a reasonable basis to believe the information is Confidential Information or if you have notice that the Company treats the information as Confidential Information.
d)Except in conducting the Company's business, you shall not at any time, either during or following your employment with the Company, make use of, or disclose to any other person or entity, any Confidential Information unless (i) the specific information becomes public from a source other than you or another person or entity that owes a duty of confidentiality to the Company and (ii) twelve months have passed since the specific information became public. However, you may discuss Confidential Information with employees of the Company when necessary to perform your duties to the Company. Notwithstanding the foregoing, if you are ordered by a court of competent jurisdiction to disclose Confidential Information, you will officially advise the Court that you are under a duty of confidentiality to the Company hereunder, take reasonable steps to delay disclosure until the Company
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may be heard by the Court, give the Company prompt notice of such Court order, and if ordered to disclose such Confidential Information you shall seek to do so under seal or in camera or in such other manner as reasonably designed to restrict the public disclosure and maintain the maximum confidentiality of such Confidential Information.
e)Upon Employment Separation, you shall deliver to the Company all originals, copies, notes, documents, computer databases, disks, and CDs, or records of any kind that reflect or relate to any Confidential Information. As used herein, the term "notes" means written or printed words, symbols, pictures, numbers or formulae. As used throughout this Agreement, the term "Employment Separation" means the separation from and/or termination of your employment with the Company, regardless of the time, manner or cause of such separation or termination.
6.Inventions.
a)As used throughout this Agreement, the term "Inventions" means any inventions, improvements, designs, plans, discoveries or innovations of a technical or business nature, whether patentable or not, relating in any way to the Company's business or contemplated business if the Invention is conceived or reduced to practice by you during your employment by the Company. Inventions include all data, records, physical embodiments and intellectual property pertaining thereto. Inventions reduced to practice within one year following Employment Separation shall be presumed to have been conceived during employment.
b)Inventions are the Company's exclusive property and shall be promptly disclosed and assigned to the Company without additional compensation of any kind. If requested by the Company, you, your heirs, your executors, your administrators or legal representative will provide any information, documents, testimony or other assistance needed for the Company to acquire, maintain, perfect or exercise any form of legal protection that the Company desires in connection with an Invention.
c)Upon Employment Separation, you shall deliver to the Company all copies of and all notes with respect to all documents or records of any kind that relate to any Inventions.
7.Non-competition and Non-solicitation.
a)By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company.
b)In exchange for the consideration specified in Section 1 of this Agreement - the adequacy of which you expressly acknowledge - you agree that during your employment by the Company and for a period of twelve (12) months following
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Employment Separation, you shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise:
(i)Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, it subsidiaries or affiliates;
(ii)Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company
for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or
(iii)Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your "beneficial ownership," either individually or as a member of a "group" as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.
8.Termination of Employment.
a) Termination Upon Death or Disability. Your employment will terminate automatically upon your death. The Company will be entitled to terminate your employment because of your disability upon 30 days written notice. "Disability" will mean "total disability" as defined in the Company's long term disability plan or any successor thereto. In the event of a termination under this Section, 8 (a), the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date. Additionally, you will be entitled to any Annual Bonus earned with respect to the previous calendar year, but unpaid as of the employment termination date; and a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that the Executive would have received for such year had Executive's employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365.
b)Termination by Company for Cause. An Employment Separation for Cause will occur upon a determination by the Company that "Cause" exists for your termination and the Company serves you written notice of such termination. As used in this Agreement, the term "Cause" shall refer only to any one or more of the following grounds:
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(i)Commission of an act of dishonesty involving the Company, its business or property, including, but not limited to, misappropriation of funds or any property of the Company; Engagement in activities or conduct clearly injurious to the best interests or reputation of the Company;
(ii)Willful and continued failure substantially to perform your duties under this Agreement (other than as a result of physical or mental illness or injury), after the Board of Directors of the Company delivers to you a written demand for substantial performance that specifically identifies the manner in which the Board believes that you have not substantially performed your duties;
(iii)Illegal conduct or gross misconduct that is willful and results in material and demonstrable damage to the business or reputation of the Company;
(iv)The clear and willful violation of any of the material terms and conditions of this Agreement or any other written agreement or agreements you may from time to time have with the Company;
(v)The clear and willful violation of the Company's code of business conduct or the clear violation of any other rules of behavior as may be provided in any employee handbook which would be grounds for dismissal of any employee of the Company; or
(vi)Commission of a crime which is a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with your employment by the Company which causes the Company a substantial detriment.
(vii)No act or failure to act shall be considered "willful" unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Board of Directors, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company.
(viii)In the event of a termination under this Section 8 (b), the Company will pay you only the earned but unpaid portion of your Basic Salary through the termination date.
(ix)Following a termination for Cause by the Company, if you desire to contest such determination, your sole remedy will be to submit the Company's determination of Cause to arbitration in Columbus, Ohio before a single arbitrator under the commercial arbitration rules of the American Arbitration Association. If the arbitrator determines that the termination was other than for Cause, the Company's sole liability to you will be the amount that would be payable to you under Section 8.d) of this Agreement for a termination of your employment by the Company without Cause. Each party will bear his or its own expenses of the arbitration.
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Termination by You. In the event of an Employment Separation as a result of a termination by you for any reason, you must provide the Company with at least 14 days advance written notice ("Notice of Termination") and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period.
In the event of such termination under this Section, the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date.
c)Termination by Company Without Cause. In the event of an Employment Separation as a result of termination by the Company without Cause, the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date and will continue to pay you your Basic Salary in accordance with the Company's payroll practices in effect at the time of the Employment Separation for an additional twelve (12) months (the "Severance Period"); provided, however, any such payments will immediately end if (i) you are in violation of any of your obligations under this Agreement, including Sections 5, 6 or 7 ; or (ii) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause, as defined in Section 8.b), to terminate your employment. Additionally, you will be entitled to any Annual Bonus earned with respect to the previous calendar year, but unpaid as of the employment termination date; and a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that the Executive would have received for such year had Executive's employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365.
d)Termination Following Change of Control. If a "Change in Control", as defined in Section 8 e) (v), shall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Cause, as defined in Section 8.b), or you terminate your employment for Good Reason, as that term is defined in Section 8 e) (vi), then you shall be entitled to the benefits described below:
(i)You shall be entitled to the unpaid portion of your Basic Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of the termination as a result of a Change in Control (the "Unpaid Earned Compensation"), plus 1.0 times your "Current Annual Compensation" as defined in this Section 8e (i) (the "Salary Termination Benefit"). "Current Annual Compensation" shall mean the total of your Basic Salary in effect at the Termination Date, plus target Annual Bonus plus any medical, financial and insurance coverage provided presently under your current annual compensation plan, and shall not include the value of any stock options granted or exercised, restricted stock awards granted or vested, contributions to 401(k) or other qualified plans."
Immediate vesting of all outstanding stock options and restricted stock awards issued to you, and thereafter shall be exercisable for a period of at least 12 months after the Termination Date but, in no event following the expiration date of the term of such stock options.
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(ii)The Company shall maintain for your benefit (or at your election make COBRA payments for your benefit), until the earlier of (A) 12 months after termination of employment following a Change in Control, or (B) your commencement of full-time employment with a new employer with comparable benefits, all life insurance, medical, health and accident, and disability plans or programs, such plans or programs to be maintained at the then current standards of the Company, in which you shall have been entitled to participate prior to termination of employment following a Change in Control, provided your continued participation is permitted under the general terms of such plans and programs after the Change in Control ("Fringe Termination Benefit"); (collectively the Salary Termination Benefit and the Fringe Termination Benefit are referred to as the "Termination Benefits").
(iii)The Unpaid Earned Compensation shall be paid to you within 15 days after termination of employment, one-half of the Salary Termination Benefit shall be payable to you as severance pay in a lump sum payment within 30 days after termination of employment, and one-half of the Salary Termination Benefit shall be payable to you as severance pay in equal monthly payments commencing 30 days after termination of employment and ending on the date that is the earlier of two and one-half months after the end of the Company's fiscal year in which termination occurred or your death; provided, however, the Company may immediately discontinue the payment of the Termination Benefits if (i) you are in violation of any of your obligations under this Agreement, including in Sections 5, 6 or 7; and/or (ii) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause as defined in Section 8 (b) to terminate your employment. You shall have no duty to mitigate your damages by seeking other employment, and the Company shall not be entitled to set off against amounts payable hereunder any compensation which you may receive from future employment. To the extent necessary, the parties hereto agree to negotiate in good faith should any amendment to this Agreement required in order to comply with Section 409A of the Code, provided, however, no amendment shall be effected after the occurrence of a Change in Control.
A "Change in Control" shall be deemed to have occurred if and when, after the date hereof, (i) any "person" (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on the date hereof), including any "group" as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or group possessing more than 50% of the total voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or contested election, or any combination of the foregoing transactions (a "Transaction"), the owners of the voting shares of the Company outstanding immediately
prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (iii) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company (or who take office following the approval of a majority of the directors then in office who
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were directors at the beginning of the period) cease for any reason to constitute at least one-half thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in office who were directors at the beginning of the period; or (iv) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of the Company (a "Sale Transaction") shall have occurred. Notwithstanding the foregoing, an event shall not be treated as a "Change in Control" hereunder unless such event also constitutes a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to the Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the treasury regulations and other official guidance promulgated thereunder (collectively, "Code Section 409A").
(iv)As used in this Agreement, the term "Good Reason" means, without your written consent:
(A)a material change in your status, position or responsibilities which, in your reasonable judgment, does not represent a promotion from your existing status, position or responsibilities as in effect immediately prior to the Change in Control; the assignment of any duties or responsibilities or the removal or termination of duties or responsibilities (except in connection with the termination of employment for total and permanent disability, death, or Cause, or by you other than for Good Reason), which, in your reasonable judgment, are materially inconsistent with such status, position or responsibilities;
(B)a reduction by the Company in your Basic Salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement or the Company's failure to increase (within twelve months of your last increase in Basic Salary) your Basic Salary after a Change in Control in an amount which at least equals, on a percentage basis, the average percentage increase in Basic Salary for all executive and senior officers of the Company, in like positions, which were effected in the preceding twelve months;
the relocation of the Company's principal executive offices to a location outside the greater Columbus metropolitan area or the relocation of you by the Company to any place other than the location at which you performed duties prior to a Change in Control, except for required travel on the Company's business to an
extent consistent with business travel obligations at the time of a Change in Control;
(C)the failure of the Company to continue in effect, or continue or materially reduce your participation in, any incentive, bonus or other compensation plan in which you participate, including but not limited to the Company's stock option plans, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan), has been made or offered with respect to such plan in connection with the Change in Control;
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(D)the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed or to which you are entitled under any of the Company's deferred compensation, pension, profit sharing, life insurance, medical, dental, health and accident, or disability plans at the time of a Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed or to which you are entitled at the time of the Change in Control, or the failure by the Company to provide the number of paid vacation and sick leave days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect on the date hereof;
(E)the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement;
(F)any request by the Company that you participate in an unlawful act or take any action constituting a breach of your professional standard of conduct; or
(G)any breach of this Agreement on the part of the Company. Notwithstanding anything in this Section to the contrary, your right to terminate your employment pursuant to this Section shall not be affected by incapacity due to physical or mental illness.
(v)Upon any termination or expiration of this Agreement or any cessation of your employment hereunder, the Company shall have no further obligations under this Agreement and no further payments shall be payable by the Company to you, except as provided in Section 8 above and except as required under any benefit plans or arrangements maintained by the Company and applicable to you at the time of such termination, expiration or cessation of your employment.
Enforcement of Agreement. The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute litigation
seeking to have this Agreement declared unenforceable, or may take or attempt to take other action to deny you the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. Accordingly, if following a Change in Control it should appear to you that the Company has failed to comply with any of its obligations under Section 8 of this Agreement or in the event that the Company or any other person takes any action to declare Section 8 of this Agreement void or enforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from you the benefits entitled to be provided to you under Section 8, and that you have complied with all your obligations under this Agreement, the Company authorizes you to retain counsel of your choice, at the expense of the Company as provided in this Section 8(e)(viii),
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to represent you in connection with the initiation or defense of any pre-suit settlement negotiations, litigation or other legal action, whether such action is by or against the Company or any Director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company consents to you entering into an attorney-client relationship with such counsel, and in that connection the Company and you agree that a confidential relationship shall exist between you and such counsel, except with respect to any fee and expense invoices generated by such counsel. The reasonable fees and expenses of counsel selected by you as hereinabove provided shall be paid or reimbursed to you by the Company on a regular, periodic basis upon presentation by you of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of Section 8 or the terms contained in Section 8 (f) notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from you for such expenses.
e)The noncompetition periods described in Section 7 of this Agreement shall be suspended while you engage in any activities in breach of this Agreement. In the event that a court grants injunctive relief to the Company for your failure to comply with Section 7, the noncompetition period shall begin again on the date such injunctive relief is granted.
f)Nothing contained in this Section 8 shall be construed as limiting your obligations under Sections 5, 6 or 7 of this Agreement concerning Confidential Information, Inventions, or Noncompetition and Non-solicitation.
9.Remedies; Venue; Process.
You hereby acknowledge and agree that the Confidential Information disclosed to you prior to and during the term of this Agreement is of a special, unique and extraordinary character, and that any breach of this Agreement will cause the Company irreparable injury and damage, and consequently the Company shall be entitled, in addition to all other legal and equitable remedies available to it, to injunctive and any other equitable relief to prevent or cease a breach of Sections
5, 6 or 7 of this Agreement without further proof of harm and entitlement; that the terms of this Agreement, if enforced by the Company, will not unduly impair your ability to earn a living or pursue your vocation; and further, that the Company may cease paying any compensation and benefits under Section 8 if you fail to comply with this Agreement, without restricting the Company from other legal and equitable remedies. The parties agree that the prevailing party in litigation concerning a breach of this Agreement shall be entitled to all costs and expenses (including reasonable legal fees and expenses) which it incurs in successfully enforcing this Agreement and in prosecuting or defending any litigation (including appellate proceedings) concerning a breach of this Agreement.
a)Except for actions brought under Section 8 (b) of this Agreement, the parties agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in either the United States District Court for the Southern District of
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Ohio, Eastern Division, Columbus, Ohio, or the Court of Common Pleas of Franklin County, Ohio. Such jurisdiction and venue is exclusive, except that the Company may bring suit in any jurisdiction and venue where jurisdiction and venue would otherwise be proper if you may have breached Sections 5, 6 or 7 of this Agreement. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by statute or rule of court.
10.Exit Interview. Prior to Employment Separation, you shall attend an exit interview if desired by the Company and shall, in any event, inform the Company at the earliest possible time of the identity of your future employer and of the nature of your future employment.
11.No Waiver. Any failure by the Company to enforce any provision of this Agreement shall not in any way affect the Company's right to enforce such provision or any other provision at a later time.
12.Saving. If any provision of this Agreement is later found to be completely or partially unenforceable, the remaining part of that provision of any other provision of this Agreement shall still be valid and shall not in any way be affected by the finding. Moreover, if any provision is for any reason held to be unreasonably broad as to time, duration, geographical scope, activity or subject, such provision shall be interpreted and enforced by limiting and reducing it to preserve enforceability to the maximum extent permitted by law.
13.No Limitation. You acknowledge that your employment by the Company may be terminated at any time by the Company or by you with or without cause in accordance with the terms of this Agreement. This Agreement is in addition to and not in place of other obligations of trust, confidence and ethical duty imposed on you by law.
14.Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Ohio without reference to its choice of law rules.
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15.Final Agreement. This Agreement replaces any existing agreement between you and the Company relating to the same subject matter and may be modified only by an agreement in writing signed by both you and a duly authorized representative of the Company.
16.Further Acknowledgments. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT AFFECTS YOUR RIGHTS, AND THAT YOU HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY.
17.Code Section 409A Compliance.
a)The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A.
b)An "Employment Separation" shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean "separation from service." If the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (ii) the date of the Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
c)All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or
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expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.
d)For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days"), the actual date of payment within the specified period shall be within the sole discretion of the Company.
e)In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."
Commercial Vehicle Group, Inc.:
By /s/ Aneezal Mohamed
Aneezal Mohamed
Chief Legal Officer
Executive:
By /s/ Angela O’Leary
Angie O’Leary
Executive Vice President and Chief Financial Officer
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EXHIBIT 31.1
302 CERTIFICATION
I, James R. Ray, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Commercial Vehicle Group, Inc. and Subsidiaries;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 2, 2026
| /s/ James R. Ray | ||
| James R. Ray | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
EXHIBIT 31.2
302 CERTIFICATION
I, Angela O'Leary, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Commercial Vehicle Group, Inc. and Subsidiaries;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 2, 2026
/s/ Angela M. O'Leary | ||
| Angela M. O'Leary | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Commercial Vehicle Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James R. Ray, President and Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
November 2, 2026
| /s/ James R. Ray | ||
| James R. Ray | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Commercial Vehicle Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Angela O'Leary, Chief Financial Officer (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
November 2, 2026
/s/ Angela M. O'Leary | ||
| Angela M. O'Leary | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||