Commercial Vehicle Group, Inc. 10-Q

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, 2025 2024 2025 2024 (Unaudited) (In thousands, except per share amounts) Revenues $ 152,489 $ 171,772 $ 494,240 $ 560,063 Cost of revenues 136,446 155,351 440,875 500,019 Gross profit 16,043 16,421 53,365 60,044 Selling, general and administrative expenses 17,104 17,481 52,222 55,531 Operating income (loss) ( 1,061 ) ( 1,060 ) 1,143 4,513 Other (income) expense 1,004 ( 1,033 ) 1,358 ( 615 ) Interest expense 4,068 2,371 8,862 6,974 Loss on extinguishment of debt — — 460 — Income (loss) before provision for income taxes ( 6,133 ) ( 2,398 ) ( 9,537 ) ( 1,846 ) Provision for income taxes 687 ( 1,515 ) 4,527 ( 1,110 ) Net income (loss) from continuing operations ( 6,820 ) ( 883 ) ( 14,064 ) ( 736 ) Net income (loss) from discontinued operations - Note 18 ( 260 ) 10,397 ( 2,088 ) 11,588 Net income (loss) $ ( 7,080 ) $ 9,514 $ ( 16,152 ) $ 10,852 Earnings (loss) per Common Share: Basic earnings (loss) per share Income (loss) from continuing operations $ ( 0.20 ) $ ( 0.03 ) $ ( 0.42 ) $ ( 0.02 ) Income (loss) from discontinued operations $ ( 0.01 ) $ 0.31 $ ( 0.06 ) $ 0.35 Diluted earnings (loss) per share Income (loss) from continuing operations $ ( 0.20 ) $ ( 0.03 ) $ ( 0.42 ) $ ( 0.02 ) Income (loss) from discontinued operations $ ( 0.01 ) $ 0.31 $ ( 0.06 ) $ 0.35 Weighted average shares outstanding: Basic 33,885 33,458 33,793 33,392 Diluted 33,885 33,458 33,793 33,392 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (Unaudited) (In thousands) Net income (loss) $ ( 7,080 ) $ 9,514 $ ( 16,152 ) $ 10,852 Other comprehensive income (loss): Foreign currency exchange translation adjustments 145 2,699 8,511 ( 1,157 ) Minimum pension liability, net of tax 83 176 116 ( 682 ) Derivative instruments, net of tax ( 203 ) ( 3,658 ) 5,772 ( 5,601 ) Other comprehensive income (loss) 25 ( 783 ) 14,399 ( 7,440 ) Comprehensive income (loss) $ ( 7,055 ) $ 8,731 $ ( 1,753 ) $ 3,412 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2025 December 31, 2024 (Unaudited) (In thousands, except share and per share amounts) ASSETS Current Assets: Cash $ 31,326 $ 26,630 Accounts receivable, net of allowances of $ 849 and $ 554 , respectively 90,568 118,683 Inventories 123,054 128,224 Other current assets 31,057 29,763 Total current assets 276,005 303,300 Property, plant and equipment, net 66,127 68,861 Intangible assets, net 3,492 3,918 Deferred income taxes 11,969 11,084 Other assets, net 42,672 37,410 Total assets $ 400,265 $ 424,573 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 67,050 $ 77,002 Accrued liabilities and other 40,218 40,358 Current portion of long-term debt and short-term debt 5,157 8,438 Total current liabilities 112,425 125,798 Long-term debt 107,264 127,062 Pension and other post-retirement benefits 8,765 8,143 Other long-term liabilities 35,284 27,978 Total liabilities 263,738 288,981 Stockholders’ equity: Preferred stock, $ 0.01 par value ( 5,000,000 shares authorized; no shares issued and outstanding) $ — $ — Common stock, $ 0.01 par value ( 60,000,000 shares authorized; 33,960,838 and 33,694,396 shares issued and outstanding respectively) 340 337 Treasury stock, at cost: 2,315,473 and 2,252,305 shares, respectively ( 16,570 ) ( 16,468 ) Additional paid-in capital 271,905 269,117 Retained deficit ( 90,204 ) ( 74,051 ) Accumulated other comprehensive loss ( 28,944 ) ( 43,343 ) Total stockholders’ equity 136,527 135,592 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 400,265 $ 424,573 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2025 2024 (Unaudited) (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 16,152 ) $ 10,852 Adjustments to reconcile net income to cash flows from operating activities from continuing operations: Depreciation and amortization 10,965 13,639 Noncash amortization of debt financing costs 603 240 Share-based compensation expense 2,788 2,978 Deferred income taxes — ( 3,810 ) Non-cash (income) on derivative contracts ( 1,226 ) ( 716 ) Gain on sale of assets — ( 3,544 ) Loss on write-down of Industrial automation segment assets — 8,204 Loss on extinguishment of debt 460 — Gain on sale of cab structures business — ( 28,597 ) Change in other operating items: Accounts receivable 30,019 1,890 Inventories 6,545 ( 13,334 ) Prepaid expenses ( 791 ) 512 Accounts payable ( 10,608 ) 17,628 Other operating activities, net 9,752 ( 12,777 ) Net cash provided by (used in) operating activities 32,355 ( 6,835 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ( 7,089 ) ( 14,547 ) Proceeds from disposal/sale of property, plant and equipment 58 4,455 Proceeds from sale of business — 22,960 Net cash provided by (used in) investing activities ( 7,031 ) 12,868 CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under Term Loan due 2030 95,000 — Repayment of Term Loan due 2030 ( 238 ) — Repayment of Prior Term Loan due 2027 ( 85,000 ) ( 26,563 ) Borrowings under prior revolving credit facility — 38,500 Repayment of prior revolving credit facility ( 50,500 ) ( 24,500 ) Borrowings under ABL revolving credit facility due 2030 30,300 — Repayment under ABL revolving credit facility due 2030 ( 10,075 ) — Borrowings under China credit facility 4,186 — Surrender of shares to pay withholding taxes ( 101 ) ( 59 ) Debt issuance and amendment costs ( 6,127 ) ( 217 ) Other financing activities ( 106 ) ( 88 ) Net cash used in financing activities ( 22,661 ) ( 12,927 ) EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH 2,033 ( 69 ) NET INCREASE (DECREASE) IN CASH 4,696 ( 6,963 ) CASH: Beginning of period 26,630 37,848 End of period $ 31,326 $ 30,885 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents 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, 2023 33,322,535 $ 333 $ ( 16,150 ) $ 265,217 $ ( 46,184 ) $ ( 30,284 ) $ 172,932 Share-based compensation expense 3,438 — ( 2 ) 664 — — 662 Net income from continuing operations for the period — — — — 1,446 — 1,446 Net income from discontinued operation for the period — — — — 1,493 — 1,493 Other comprehensive loss — — — — — ( 994 ) ( 994 ) Balance - March 31, 2024 33,325,973 $ 333 $ ( 16,152 ) $ 265,881 $ ( 43,245 ) $ ( 31,278 ) $ 175,539 Share-based compensation expense 117,991 1 ( 18 ) 1,349 — — 1,332 Net loss from continuing operations for the period — — — — ( 1,299 ) — ( 1,299 ) Net loss from discontinued operation for the period — — — — ( 302 ) — ( 302 ) Other comprehensive loss — — — — — ( 5,663 ) ( 5,663 ) Balance - June 30, 2024 33,443,964 $ 334 $ ( 16,170 ) $ 267,230 $ ( 44,846 ) $ ( 36,941 ) $ 169,607 Share-based compensation expense 50,519 1 ( 39 ) 965 — — 927 Net loss from continuing operations for the period — — — — ( 883 ) — ( 883 ) Net income from discontinued operation for the period — — — — 10,397 — 10,397 Other comprehensive loss — — — — — ( 783 ) ( 783 ) Balance - September 30, 2024 33,494,483 $ 335 $ ( 16,209 ) $ 268,195 $ ( 35,332 ) $ ( 37,724 ) $ 179,265 Balance - December 31, 2024 33,694,396 $ 337 $ ( 16,468 ) $ 269,117 $ ( 74,051 ) $ ( 43,343 ) $ 135,592 Share-based compensation expense ( 994 ) — — 770 — — 770 Net loss from continuing operations for the period — — — — ( 3,139 ) — ( 3,139 ) Net loss from discontinued operation for the period — — — — ( 1,173 ) — ( 1,173 ) Other comprehensive income — — — — — 4,606 4,606 Balance - March 31, 2025 33,693,402 $ 337 $ ( 16,468 ) $ 269,887 $ ( 78,363 ) $ ( 38,737 ) $ 136,656 Share-based compensation expense 189,446 2 ( 11 ) 981 — — 972 Stock warrants issued in connection with debt - Note 12 — — — — — — — Net loss from continuing operations for the period — — — — ( 4,106 ) — ( 4,106 ) Net loss from discontinued operation for the period — — — — ( 655 ) — ( 655 ) Other comprehensive income — — — — — 9,768 9,768 Balance - June 30, 2025 33,882,848 $ 339 $ ( 16,479 ) $ 270,868 $ ( 83,124 ) $ ( 28,969 ) $ 142,635 Share-based compensation expense 77,990 1 ( 91 ) 1,037 — — 947 Net loss from continuing operations for the period — — — — ( 6,820 ) — ( 6,820 ) Net loss from discontinued operation for the period — — — — ( 260 ) — ( 260 ) Other comprehensive income — — — — — 25 25 Balance - September 30, 2025 33,960,838 $ 340 $ ( 16,570 ) $ 271,905 $ ( 90,204 ) $ ( 28,944 ) $ 136,527 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents 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 the global commercial vehicle market and the electric vehicle market. 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, Thailand, India, Australia and Morocco. 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. During the year ended December 31, 2024, the Company sold its cab structures business with operations in Kings Mountain, North Carolina and its Industrial Automation segment including First Source Electronics (FSE) business with operations in Elkridge, Maryland. These divestitures represent a strategic shift in CVG's business and, in accordance with U.S. GAAP, qualified as discontinued operations. As a result, the operating results related to the cab structures business and Industrial Automation segment have been reflected as discontinued operations in the Consolidated Statements of Operations. See Note 18, Discontinued Operations, for additional information on the divestitures. During the quarter ended March 31, 2025, the Company completed a strategic reorganization of its operations into three segments: Global Seating, Global Electrical Systems, and Trim Systems and Components. The reorganization was designed to enhance alignment with its customers and end markets which will allow the Company to better focus on growth opportunities, capital allocation and enhancing shareholder value. As a result of the strategic reorganization, the prior period amounts have been revised to conform to the Company’s current period presentation. The Company’s Chief Operating Decision Maker, its President and Chief Executive Officer, reviews financial information for these three reportable segments and makes decisions regarding the allocation of resources based on these segments. See Note 16, Segment Reporting, for more information. 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. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), and in our current Report on Form 8-K dated August 7, 2025, wherein we retrospectively recast historical segment reporting to reflect our current organizational structure (the "Recast Segment Information"). This report should be read in conjunction with our 2024 Form 10-K and the Recast Segment Information. In our opinion, these financial statements include all normal and recurring adjustments necessary for a fair presentation. 6 Table of Contents 2. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted. 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. Additionally, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU No. 2024-03. This ASU updates financial reporting to require public business entities to 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. 3. Revenue Recognition We had outstanding customer accounts receivable, net of allowances, of $ 90.6 million as of September 30, 2025 and $ 118.7 million as of December 31, 2024. We generally do not have material other assets or liabilities associated with customer arrangements. Revenue Disaggregation - The following is the composition, by product category, of our revenues: Three Months Ended September 30, 2025 Global Seating Global Electrical Systems Trim Systems and Components Total Seats $ 67,903 $ — $ — $ 67,903 Electrical wire harnesses, panels and assemblies 804 49,491 — 50,295 Plastic & Trim components — — 26,282 26,282 Mirrors, wipers and controls — — 8,009 8,009 Total $ 68,707 $ 49,491 $ 34,291 $ 152,489 Three Months Ended September 30, 2024 Global Seating Global Electrical Systems Trim Systems and Components Total Seats $ 75,704 $ — $ — $ 75,704 Electrical wire harnesses, panels and assemblies 939 46,714 — 47,653 Plastic & Trim components — — 37,183 37,183 Mirrors, wipers and controls — — 11,232 11,232 Total $ 76,643 $ 46,714 $ 48,415 $ 171,772 Nine Months Ended September 30, 2025 Global Seating Global Electrical Systems Trim Systems and Components Total Seats $ 214,070 $ — $ — $ 214,070 Electrical wire harnesses, panels and assemblies 2,504 153,527 — 156,031 Plastic & Trim components — — 96,675 96,675 Mirrors, wipers and controls — — 27,464 27,464 Total $ 216,574 $ 153,527 $ 124,139 $ 494,240 7 Table of Contents Nine Months Ended September 30, 2024 Global Seating Global Electrical Systems Trim Systems and Components Total Seats $ 237,676 $ — $ — $ 237,676 Electrical wire harnesses, panels and assemblies 2,168 159,079 — 161,247 Plastic & Trim components — — 123,167 123,167 Mirrors, wipers and controls — — 37,973 37,973 Total $ 239,844 $ 159,079 $ 161,140 $ 560,063 4. Debt Debt consisted of the following: September 30, 2025 December 31, 2024 Term Loan due 2030 $ 94,762 $ — ABL Revolving credit facility 20,225 — Prior Term Loan due 2027 — 85,000 Prior Revolver due 2027 — 50,500 Unamortized value of warrants ( 2,503 ) — Unamortized debt discount and issuance costs ( 4,276 ) — $ 108,208 $ 135,500 Less: current portion of long-term debt ( 944 ) ( 8,438 ) Total long-term debt, net of current portion $ 107,264 $ 127,062 Short-term debt - China credit facility $ 4,213 — Term Loan Due 2030 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 8 Table of Contents 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 may not exceed 7.25 to 1.00 for the quarter ending September 30, 2025; 6.50 to 1.00 for the quarter ending December 31, 2025; 6.00 to 1.00 for the quarter ending March 31, 2026; 5.25 to 1.00 for the quarter ending June 30, 2026; 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, 2025. 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 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, tax refunds, and judgments). In addition, the Company is required to make annual excess cash flow prepayments commencing with fiscal 2026, and mandatory prepayments with proceeds of debt not permitted under the Term Loan. Voluntary prepayment of amounts outstanding under the Term Loan are permitted at any time, subject to a make-whole amount for 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. 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 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 > $ 50 million to 2.00 % if average daily availability < $ 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 > $ 50 million to 1.00 % if average daily availability < $ 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. 9 Table of Contents Covenants and Other Terms 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, 2025. 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, 2025, we had $ 20.2 million of borrowings under the ABL Revolving Credit Facility, outstanding letters of credit of $ 1.1 million and availability of $ 93.7 million (subject to customary borrowing base and other conditions). Combined with availability under our China Credit Facility (described below) of approximately $ 2.8 million, total consolidated availability was $ 96.5 million at September 30, 2025. The unamortized deferred financing fees associated with the ABL Revolving Credit Facility of $ 1.9 million and $ 0.8 million as of September 30, 2025 and December 31, 2024, respectively, are being amortized over the remaining life of the ABL Revolving Credit Facility. At December 31, 2024, we had $ 50.5 million borrowings under the ABL Revolving Credit Facility and we had outstanding letters of credit of $ 1.1 million. Prior Credit Facilities due 2027 On December 19, 2024, the Company and certain of its subsidiaries entered into a fourth amendment ("Amendment No. 4") to its Prior Credit Facilities, originally dated April 30, 2021, between, among others, Bank of America, N.A. as administrative agent and other lenders party thereto (the “Lenders”) pursuant to which the Lenders reduced the prior term loan to $ 85 million in aggregate principal amount, reduced the prior revolving credit facility commitments by $ 25 million to an aggregate of $ 125 million in revolving credit facility commitments, and revised the covenant calculation including increasing the maximum consolidated total leverage ratio to 4.25 :1.0 (subject to step-downs). The Prior Credit Facilities were scheduled to mature on May 12, 2027. Covenants and other terms The Prior Term Loan was subject to certain financial covenants: (a) a minimum consolidated fixed charge coverage ratio of 1.20 :1.0, and (b) a maximum consolidated total leverage ratio of 4.25 :1.0 (which was subject to step-downs to 3.75 :1.0 at the end of the fiscal quarter ending September 30, 2025; and to 3.00 :1.0 for each fiscal quarter thereafter). 10 Table of Contents Repayment and prepayment The Prior Credit Facilities required the Company to make quarterly amortization payments to the Prior Term Loan at an annualized rate of the loans under the Prior Term Loan for every year as follows: 0.25 % from September 30, 2025 through March 31, 2027 and 1.25 % from June 30, 2027 through the last business day of each fiscal quarter ending thereafter. The Prior Credit Facilities also required all outstanding amounts under the Prior Credit Facilities to be repaid in full on the Maturity Date. Until June 28, 2028, voluntary prepayments of the Prior Term Loan were subject to a premium, calculated as a percentage of the obligations so prepaid under the Prior Term Loan, equal to (x) from June 27, 2025 until June 27, 2027, 4.00 %, (y) from June 28, 2026 until June 27, 2028, 2.00 % and (z) thereafter, none . The Prior Term Loan was also subject to an excess cash flow sweep and certain other customary mandatory prepayment requirements. 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 the quarter ended March 31, 2023, we established a credit facility in China consisting of a line of credit which is subject to annual renewal (the "China Credit Facility"). The China Credit Facility was renewed during the quarter ended December 31, 2024, with availability of approximately $ 7.0 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 $ 4.2 million outstanding borrowings under the China Credit Facility as of September 30, 2025 and no outstanding borrowings as of December 31, 2024. At September 30, 2025, we had $ 2.8 million of availability under the China Credit Facility. Cash Paid for Interest For the nine months ended September 30, 2025 and 2024, cash payments for interest were $ 9.5 million and $ 9.0 million, respectively. 5. Intangible Assets Our definite-lived intangible assets were comprised of the following: September 30, 2025 December 31, 2024 Weighted- Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks/tradenames 30 years $ 6,922 $ ( 4,130 ) $ 2,792 $ 8,182 $ ( 5,251 ) $ 2,931 Customer relationships 15 years 5,038 ( 4,338 ) 700 5,227 ( 4,240 ) 987 $ 11,960 $ ( 8,468 ) $ 3,492 $ 13,409 $ ( 9,491 ) $ 3,918 The aggregate intangible asset amortization expense was $ 0.1 million and $ 0.1 million for the three months ended September 30, 2025 and 2024, respectively. The aggregate intangible asset amortization expense was $ 0.4 million and $ 0.5 million for the nine months ended September 30, 2025 and 2024, respectively. 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. 11 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 Mexican Pesos and Czech Crown, 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, 2025, hedge contracts for transactions denominated in Czech Crown were not designated as a 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 . To manage our exposure to variable interest rates, we have historically entered into interest rate swaps to exchange, at a specified interval, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. The interest rate swaps are intended to mitigate the impact of rising interest rates on the Company and covered approximately 50 % of outstanding debt under the Prior Term Loan. Any changes in fair value were included in earnings or deferred through Accumulated other comprehensive loss, depending on the nature and effectiveness of the offset. Any ineffectiveness in a cash flow hedging relationship would be recognized immediately in earnings in the consolidated statements of operations. At March 31, 2025, the Company entered into transactions to cash settle existing interest rate swaps and received proceeds of $ 0.6 million. The gain on the swap settlement has been recorded in Other comprehensive income (loss) and will be recognized over the life of the hedged transactions. 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 stock price of the 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 agreeing to file 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, 2025 the warrants were valued at $ 2.9 million using the Binomial Lattice Model and 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. Losses for the three and nine months ended September 30, 2025 were $ 0.3 million. 12 The fair values of our financial instruments measured on a recurring basis are categorized as follows: September 30, 2025 December 31, 2024 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Foreign exchange contract designated as hedging instruments $ 2,419 $ — $ 2,419 $ — $ — $ — $ — $ — Foreign exchange contract not designated as hedging instruments $ 121 $ — $ 121 $ — $ — $ — $ — $ — Interest rate swap agreement settled in 2025 $ — $ — $ — $ — $ 1,069 $ — $ 1,069 $ — Liabilities: Foreign exchange contract designated as hedging instruments $ — $ — $ — $ — $ 5,698 $ — $ 5,698 $ — Foreign exchange contract not designated as hedging instruments $ — $ — $ — $ — $ 53 $ — $ 53 $ — Warrants $ 2,912 $ — $ 2,912 $ — $ — $ — $ — $ — The following table summarizes the notional amount of our open foreign exchange contracts: September 30, 2025 December 31, 2024 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 $ 39,578 $ 40,073 $ 54,359 $ 55,251 Commitments to buy or sell currencies - Foreign exchange contract not designated as hedging instruments $ 3,851 $ 3,460 $ 4,697 $ 5,023 13 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, 2025 December 31, 2024 Foreign exchange contract designated as hedging instruments Other current assets $ 2,419 $ — Foreign exchange contract not designated as hedging instruments Other current assets $ 121 $ — Interest rate swap agreement settled in 2025 Other assets, net $ — $ 1,069 Derivative Liability Balance Sheet Location Fair Value September 30, 2025 December 31, 2024 Foreign exchange contract designated as hedging instruments Accrued liabilities and other $ — $ 5,648 Foreign exchange contract designated as hedging instruments Other long-term liabilities $ — $ 50 Foreign exchange contracts not designated as hedging instruments Accrued liabilities and other $ — $ 53 Derivative Equity Balance Sheet Location Fair Value September 30, 2025 December 31, 2024 Foreign exchange contracts designated as hedging instruments Accumulated other comprehensive income (loss) $ 2,773 $ ( 2,119 ) Interest rate swap agreements Accumulated other comprehensive income $ 1,778 $ 897 The following table summarizes the effect of financial instruments on the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Location of Gain (Loss) on Derivatives Recognized in Income (Loss) Amount of Gain (Loss) on Derivatives Recognized in Income (Loss) Amount of Gain (Loss) on Derivatives Recognized in Income (Loss) Foreign exchange contracts designated as hedging instruments Cost of revenues $ 1,066 $ ( 1,236 ) $ ( 1,543 ) $ ( 634 ) Settled interest rate swap agreements Interest expense $ 379 $ 597 $ 1,187 $ 1,793 Foreign exchange contracts not designated as hedging instruments Other (income) expense $ 27 $ 52 $ 166 $ 150 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 2 as of December 31, 2024. As of September 30, 2025, the classification was changed to a Level 3 due to the lack of observable market inputs or comparable instruments. With the 14 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, 2025 December 31, 2024 Carrying Amount Fair Value Carrying Amount Fair Value Term Loan due 2030 1 $ 87,983 $ 87,983 $ — $ — Prior Term Loan due 2027 1 $ — $ — $ 85,000 $ 84,363 Revolving credit facility $ 20,225 $ 20,225 $ 50,500 $ 50,500 1. Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 0.9 million and long-term debt of $ 87.0 million as of September 30, 2025 and current portion of long-term debt of $ 8.4 million and long-term debt of $ 76.6 million as of December 31, 2024. 7. Leases The components of lease expense are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Operating lease cost $ 3,258 $ 2,620 $ 9,733 $ 7,585 Finance lease cost 30 27 91 92 Short-term lease cost 961 1,259 3,158 3,211 Total lease expense $ 4,249 $ 3,906 $ 12,982 $ 10,888 Supplemental balance sheet information related to leases is as follows: Balance Sheet Location September 30, 2025 December 31, 2024 Operating Leases Right-of-use assets, net Other assets, net $ 33,402 $ 29,931 Current liabilities Accrued liabilities and other 8,088 8,033 Non-current liabilities Other long-term liabilities 26,304 22,795 Total operating lease liabilities $ 34,392 $ 30,828 Finance Leases Right-of-use assets, net Other assets, net $ 217 $ 97 Current liabilities Accrued liabilities and other 61 57 Non-current liabilities Other long-term liabilities 159 37 Total finance lease liabilities $ 220 $ 94 Cash payments on operating leases were $ 8.7 million and $ 7.3 million for the nine months ended September 30, 2025 and 2024, respectively. 15 Table of Contents 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 2025 $ 3,093 $ 35 $ 3,128 2026 10,920 139 11,059 2027 7,619 117 7,736 2028 5,861 110 5,971 2029 4,507 105 4,612 Thereafter 12,441 37 12,478 Total lease payments $ 44,441 $ 543 $ 44,984 Less: Imputed interest ( 10,049 ) ( 323 ) ( 10,372 ) Present value of lease liabilities $ 34,392 $ 220 $ 34,612 8. Income Taxes We recorded a $ 0.7 million tax provision, or ( 11 )% effective tax rate for the three months ended September 30, 2025, and $ 4.5 million tax provision, or ( 47 )% effective tax rate for the nine months ended September 30, 2025 , compared to a $ 1.5 million tax benefit, or 63 % effective tax rate for the three months ended September 30, 2024, and 1.1 million tax benefit, or 60 % effective tax rate for the nine months ended September 30, 2024. The effective tax rate is impacted by the mix of the Company's profitable foreign operations and losses in the US 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 2025 pretax results for U.S. and foreign income or loss vary from estimates, the actual income tax expense recognized in 2025 could be different from the forecasted amount used to estimate the income tax expense for the three and nine months ended September 30, 2025. For the nine months ended September 30, 2025 and 2024, cash paid for taxes, net of refunds received, were $ 2.6 million and $ 6.4 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, 2025 2024 Interest cost $ 403 $ 366 Expected return on plan assets ( 362 ) ( 334 ) Amortization of prior service cost 13 13 Recognized actuarial loss 242 211 Net cost $ 296 $ 256 Non-U.S. Pension Plan Nine Months Ended September 30, 2025 2024 Interest cost $ 1,192 $ 1,062 Expected return on plan assets ( 1,070 ) ( 966 ) Amortization of prior service cost 39 39 Recognized actuarial loss 715 610 Net cost $ 876 $ 745 16 Table of Contents 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 has made awards, defined as cash, shares or other awards, to employees under the Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (the “2014 EIP”) and the Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan (the “2020 EIP”). Effective May 15, 2025, the stockholders of the Company approved the amended and restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan. 2025 Performance Stock Awards Settled in Cash – Performance-based stock award settled in cash is a grant that is earned and payable in cash. The total amount payable as of the award's vesting date is determined based upon the greater of either EBITDA performance or stock price performance. The EBITDA component is measured at the end of each year (the “EBITDA Performance Period”) and weighted as 1/3 of the potential EBITDA payout for the performance period. EBITDA, for any period means Earnings Before Interest, Taxes, Depreciation, and Amortization, a financial metric that measures the Company's operational profitability by excluding non-operating expenses and non-cash items. The stock price component will be measured during the last 18 months of the award (the “Stock Price Performance Period”). The Stock Price Performance Period for the 2025 award is July 1, 2026 through December 31, 2027. These awards are payable at the end of the performance period in cash if the employee is employed through the end of the performance period and the performance measures have been met. If the employee is not employed during the entire performance period, the award is forfeited. These grants are accounted for as cash settlement awards for which the fair value of the award fluctuates based on either EBITDA performance or stock price performance. 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, 2024 $ 700 New grants 3,461 Forfeitures ( 551 ) Adjustments ( 2,372 ) Payments — Adjusted Award Value at September 30, 2025 $ 1,238 Unrecognized compensation expense was $ 2.2 million and $ 0.9 million as of September 30, 2025 and 2024, 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, 2025, there was approximately $ 4.4 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. At the Annual Meeting of Stockholders of Commercial Vehicle Group, Inc., held on May 15, 2025, the stockholders of the Company approved increasing the number of shares available by 1.8 million shares pursuant to the amended and restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan. 17 Table of Contents A summary of the status of our restricted stock awards as of September 30, 2025 and changes during the nine months ended September 30, 2025, are presented below: 2025 Shares (in thousands) Weighted- Average Grant-Date Fair Value Unvested - December 31, 2024 835 $ 5.02 Granted 2,538 1.33 Vested ( 331 ) ( 2.92 ) Forfeited ( 405 ) 2.28 Unvested - September 30, 2025 2,637 $ 2.16 As of September 30, 2025, a total of 0.3 million shares were available for future grants from the shares authorized for award under our amended and restated 2020 Equity Incentive Plan, including cumulative forfeitures. 12. Stockholders’ Equity Common Stock — Our authorized capital stock consists of 60,000,000 shares of common stock with a par value of $ 0.01 per share; of which, 33,960,838 and 33,694,396 shares were issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. Preferred Stock — Our authorized capital stock also consists of 5,000,000 shares of preferred stock with a par value of $ 0.01 per share, with no preferred shares outstanding as of September 30, 2025 and December 31, 2024. 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, 2025 and 2024 includes the effect of potential common shares issuable when dilutive, and is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income (loss) $ ( 7,080 ) $ 9,514 $ ( 16,152 ) $ 10,852 Net income (loss) from continuing operations ( 6,820 ) ( 883 ) ( 14,064 ) ( 736 ) Net income (loss) from discontinued operations ( 260 ) 10,397 ( 2,088 ) 11,588 Weighted average number of common shares outstanding (in '000s) 33,885 33,458 33,793 33,392 Dilutive effect of restricted stock grants after application of the Treasury Stock Method (in '000s) — — — — Dilutive shares outstanding 33,885 33,458 33,793 33,392 Basic earnings (loss) per share from continuing operations $ ( 0.20 ) $ ( 0.03 ) $ ( 0.42 ) $ ( 0.02 ) Basic earnings (loss) per share from discontinued operations $ ( 0.01 ) $ 0.31 $ ( 0.06 ) $ 0.35 Diluted earnings (loss) per share from continuing operations $ ( 0.20 ) $ ( 0.03 ) $ ( 0.42 ) $ ( 0.02 ) Diluted earnings (loss) per share from discontinued operations $ ( 0.01 ) $ 0.31 $ ( 0.06 ) $ 0.35 There were no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings (loss) per share for the three months ended September 30, 2025 and 733 thousand outstanding restricted shares awarded were excluded from the calculation of diluted earnings (loss) per share for the three months ended September 30, 2024. There were no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2025 and 409 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2024. 18 Table of Contents 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, 2024 $ ( 30,662 ) $ ( 11,459 ) $ ( 1,222 ) $ ( 43,343 ) Net current period change 8,511 8 5,416 13,935 Amounts reclassified into earnings — 108 356 464 Balance - September 30, 2025 $ ( 22,151 ) $ ( 11,343 ) $ 4,550 $ ( 28,944 ) Foreign currency translation adjustment Pension and post-retirement benefit plans Derivative instruments Accumulated other comprehensive income (loss) Balance - December 31, 2023 $ ( 23,227 ) $ ( 11,896 ) $ 4,839 $ ( 30,284 ) Net current period change ( 1,157 ) ( 1,006 ) ( 4,442 ) ( 6,605 ) Amounts reclassified into earnings — 324 ( 1,159 ) ( 835 ) Balance - September 30, 2024 $ ( 24,384 ) $ ( 12,578 ) $ ( 762 ) $ ( 37,724 ) The related tax effects allocated to each component of other comprehensive income (loss) are as follows: 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 $ 145 $ — $ 145 $ 8,511 $ — $ 8,511 Net actuarial gain (loss) and prior service credit 84 — 84 8 — 8 Derivative instruments 1,242 — 1,242 6,220 ( 804 ) 5,416 Net unrealized gain (loss) 1,471 — 1,471 $ 14,739 $ ( 804 ) $ 13,935 Amounts reclassified into earnings: Actuarial gain and prior service cost ( 1 ) — ( 1 ) $ 108 $ — $ 108 Derivative instruments ( 1,445 ) — ( 1,445 ) 356 — 356 Net realized gain ( 1,446 ) — ( 1,446 ) $ 464 $ — $ 464 Total other comprehensive income (loss) $ 25 $ — $ 25 $ 15,203 $ ( 804 ) $ 14,399 Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Before Tax Amount Tax Expense After Tax Amount Before Tax Amount Tax Expense After Tax Amount Net current period change Cumulative translation adjustment $ 2,699 $ — $ 2,699 $ ( 1,157 ) $ — $ ( 1,157 ) Net actuarial gain (loss) and prior service credit 64 1 65 ( 1,009 ) 3 ( 1,006 ) Derivative instruments ( 5,807 ) 1,510 ( 4,297 ) ( 5,939 ) 1,497 ( 4,442 ) Net unrealized gain (loss) ( 3,044 ) 1,511 ( 1,533 ) $ ( 8,105 ) $ 1,500 $ ( 6,605 ) Amounts reclassified into earnings: Actuarial gain and prior service cost 111 — 111 $ 324 $ — $ 324 Derivative instruments 867 ( 228 ) 639 ( 1,503 ) 344 ( 1,159 ) Net realized gain (loss) 978 ( 228 ) 750 ( 1,179 ) 344 ( 835 ) Total other comprehensive income (loss) $ ( 2,066 ) $ 1,283 $ ( 783 ) $ ( 9,284 ) $ 1,844 $ ( 7,440 ) As of September 30, 2025, the Company estimates that net pre-tax derivative income of $ 2.7 million included in accumulated other comprehensive income (loss) will be reclassified into earnings within the next 12 months. 19 Table of Contents 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, 2024 $ 28 $ — $ — $ 360 $ 388 New charges — $ 530 $ 45 127 702 Payments and other adjustments ( 28 ) $ ( 530 ) $ ( 45 ) ( 129 ) ( 732 ) March 31, 2025 $ — $ — $ — $ 358 $ 358 New charges 358 $ 539 $ 243 — 1,140 Payments and other adjustments ( 358 ) $ ( 539 ) $ ( 243 ) ( 133 ) ( 1,273 ) June 30, 2025 $ — $ — $ — $ 225 $ 225 New charges 1,534 $ 549 $ 620 — 2,703 Payments and other adjustments ( 1,534 ) $ ( 549 ) $ ( 620 ) ( 97 ) ( 2,800 ) September 30, 2025 $ — $ — $ — $ 128 $ 128 Global Seating Global Electrical Systems Trim Systems and Components Corporate/ Other Total December 31, 2023 $ 128 $ — $ — $ 983 $ 1,111 New charges 53 1,090 470 164 1,777 Payments and other adjustments ( 53 ) ( 1,090 ) ( 470 ) ( 540 ) ( 2,153 ) March 31, 2024 $ 128 $ — $ — $ 607 $ 735 New charges 762 1,379 1,634 — 3,775 Payments and other adjustments ( 766 ) ( 1,379 ) ( 1,634 ) ( 97 ) ( 3,876 ) June 30, 2024 $ 124 $ — $ — $ 510 $ 634 New charges 778 1,275 2,164 — 4,217 Payments and other adjustments ( 902 ) ( 1,275 ) ( 2,164 ) ( 81 ) ( 4,422 ) September 30, 2024 $ — $ — $ — $ 429 $ 429 Of the $ 2.7 million costs incurred in the three months ended September 30, 2025 for restructuring, $ 2.2 million related to headcount reductions and $ 0.5 million related to facility exit and other costs. Of the $ 2.7 million costs incurred, $ 2.4 million were recorded in cost of revenue and $ 0.3 million were recorded in selling, general and administrative expenses. Of the $ 4.5 million costs incurred in the nine months ended September 30, 2025 for restructuring, $ 4.1 million related to headcount reductions and $ 0.5 million related to facility exit and other costs. Of the $ 4.5 million costs incurred, $ 4.0 million were recorded in cost of revenues and $ 0.5 million were recorded in selling, general and administrative expenses. Of the $ 4.2 million costs incurred in the three months ended September 30, 2024 for restructuring, $ 2.8 million related to headcount reductions and $ 1.4 million related to facility exit and other costs. Of the $ 4.2 million costs incurred, $ 3.5 million were recorded in cost of revenues and $ 0.7 million were recorded in selling, general and administrative expenses. Of the $ 9.8 million costs incurred in the nine months ended September 30, 2024 for restructuring, $ 7.7 million related to headcount reductions and $ 2.1 million related to facility exit and other costs. Of the $ 9.8 million costs incurred, $ 8.6 million were recorded in cost of revenue and $ 1.2 million were recorded in selling, general and administrative expenses. 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 20 Table of Contents addition to annual rental fees. As of September 30, 2025, our equipment leases did not provide for any material guarantee of a specified portion of residual values. 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, 2025 and 2024, 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, 2025 and December 31, 2024, 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, such facility was sold during 2024 and reported as discontinued operations. To the extent a 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, 2025: Balance - December 31, 2024 $ 1,207 Provision for warranty claims 1,488 Deduction for payments made and other adjustments ( 1,134 ) Balance - September 30, 2025 $ 1,561 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 2025 $ 236 2026 $ 942 2027 $ 3,691 2028 $ 4,411 2029 $ 4,195 Thereafter $ 101,512 21 Table of Contents 16. Segment Reporting During the quarter ended March 31, 2025, the Company completed a strategic reorganization of its operations into three segments: Global Seating, Global Electrical Systems, and Trim Systems and Components. The reorganization was designed to enhance alignment with its customers and end markets which will allow the Company to better focus on growth opportunities, capital allocation and enhancing shareholder value. As a result of the strategic reorganization, the prior period amounts have been revised to conform to the Company’s current period presentation. 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. During the quarter ended March 31, 2025, the Company revised its method for allocating corporate expenses to segment operating income to better align with how the segments utilize corporate support activities. This change provides the CODM meaningful segment profitability information to support operating decisions and the allocation of resources. The prior period amounts have been revised to conform to the Company’s current period presentation. Certain of our facilities manufacture and sell products through multiple product lines. The products produced by each of our segments are more specifically described below. 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, 2025 Global Seating Global Electrical Systems Trim Systems and Components Total Revenues $ 68,707 $ 49,491 $ 34,291 $ 152,489 Cost of revenues 60,191 44,170 32,085 136,446 Gross profit 8,516 5,321 2,206 16,043 Selling, general & administrative expenses 7,108 4,483 3,136 14,727 Operating income (loss) 1 $ 1,408 $ 838 $ ( 930 ) $ 1,316 Corporate and other unallocated costs 2 2,377 Other (income) expense 1,004 Interest expense 4,068 Loss before provision for income taxes $ ( 6,133 ) 22 Table of Contents Three Months Ended September 30, 2024 Global Seating Global Electrical Systems Trim Systems and Components Total Revenues $ 76,643 $ 46,714 $ 48,415 $ 171,772 Cost of revenues 68,924 43,721 42,706 155,351 Gross profit 7,719 2,993 5,709 16,421 Selling, general & administrative expenses 3 9,259 4,468 262 13,989 Operating income (loss) 1 $ ( 1,540 ) $ ( 1,475 ) $ 5,447 $ 2,432 Corporate and other unallocated costs 2 3,492 Other (income) expense ( 1,033 ) Interest expense 2,371 Loss before provision for income taxes $ ( 2,398 ) Nine Months Ended September 30, 2025 Global Seating Global Electrical Systems Trim Systems and Components Total Revenues $ 216,574 $ 153,527 $ 124,139 $ 494,240 Cost of revenues 189,037 138,305 113,533 440,875 Gross profit 27,537 15,222 10,606 53,365 Selling, general & administrative expenses 21,092 14,260 10,083 45,435 Operating income (loss) 1 $ 6,445 $ 962 $ 523 $ 7,930 Corporate and other unallocated costs 2 6,787 Other (income) expense 1,358 Interest expense 8,862 Loss on early extinguishment of debt 460 Loss before provision for income taxes $ ( 9,537 ) Nine Months Ended September 30, 2024 Global Seating Global Electrical Systems Trim Systems and Components Total Revenues $ 239,844 $ 159,079 $ 161,140 $ 560,063 Cost of revenues 210,861 147,277 141,881 500,019 Gross profit 28,983 11,802 19,259 60,044 Selling, general & administrative expenses 3 25,628 13,373 7,285 46,286 Operating income (loss) 1 $ 3,355 $ ( 1,571 ) $ 11,974 $ 13,758 Corporate and other unallocated costs 2 9,245 Other (income) expense ( 615 ) Interest expense 6,974 Loss before provision for income taxes $ ( 1,846 ) 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. 23 Table of Contents 3. For the three and nine months ended September 30, 2024, a $ 3.5 million gain on the sale of a building was previously reported on a full year basis in the Recast Segment Information in the selling, general and administrative expenses of the Global Seating segment and has been reclassified to the Trim Systems and Components segment herein. The reclassification is immaterial to the Company's consolidated financial statements and had no effect on the consolidated balance sheet, statement of operations or statement of cash flows as previously reported. 17. Other Financial Information Items reported in inventories consisted of the following: September 30, 2025 December 31, 2024 Raw materials $ 90,929 $ 98,677 Work in process 11,034 10,960 Finished goods 21,091 18,587 Inventories $ 123,054 $ 128,224 Items reported in property, plant, and equipment, net consisted of the following: September 30, 2025 December 31, 2024 Land and buildings $ 30,275 $ 26,613 Machinery and equipment 223,133 211,984 Construction in progress 3,888 8,075 Property, plant, and equipment, gross 257,296 246,672 Less accumulated depreciation ( 191,169 ) ( 177,811 ) Property, plant and equipment, net $ 66,127 $ 68,861 Items reported in accrued expenses and other liabilities consisted of the following: September 30, 2025 December 31, 2024 Compensation and benefits $ 18,892 $ 12,542 Operating lease liabilities 8,088 8,033 Taxes payable 3,740 2,122 Accrued legal and professional fees 1,536 1,694 Derivative liabilities — 5,701 Accrued freight 1,674 3,243 Warranty costs 1,561 1,207 Customer tooling projects 799 1,259 Other 3,928 4,557 Accrued liabilities and other $ 40,218 $ 40,358 18. Discontinued Operations On July 31, 2024, the Company entered into a purchase agreement to sell its cab structures business with operations in Kings Mountain, North Carolina for approximately $ 40 million. On September 6, 2024, the Company entered into an Amendment to the Purchase Agreement whereby the transaction closed on September 6, 2024 with the Company receiving $ 20 million of the purchase price on September 6, 2024 and $ 20 million (subject to adjustment) on October 1, 2024. The decision to divest this business was part of our strategy to reduce our exposure to the cyclical Class 8 market, lower our customer concentration, remove complexity from our business, and improve our return profile. On October 30, 2024, the Company entered into a purchase agreement to sell its First Source Electronics (FSE) business with operations in Elkridge, Maryland for approximately $ 1.5 million, with a note in the amount of $ 0.5 million and earn out potential of an additional $ 1.5 million subject to certain criteria. The Elkridge facility was the primary manufacturing facility of 24 Table of Contents the Company's Industrial Automation segment. The decision to divest this business was part of our strategy to continually evaluate our portfolio of businesses and product lines for strategic fit and continued investment. We determined that the sale of the cab structures and Industrial Automation businesses represent discontinued operations as they constitute disposals of a product line and an operating segment, respectively, and are a strategic shift that will have a major effect on our operations and financial results (individually and collectively). As a result, we reclassified the related earnings (loss) from continuing operations to earnings (loss) from discontinued operations - net of income taxes on the consolidated statement of earnings (loss) for all the periods presented. No amounts for shared general and administrative operating support expense were allocated to the discontinued operation. The Company has continuing involvement with the cab structures business through a transition services agreement (TSA), pursuant to which the Company and Buyer parties provide certain service to each other for a period of time following the disposition, up to one year. While the transition services are expected to vary in duration depending upon the type of service provided, the Company expects to reduce costs as the transition services are completed. The Company recognized $ 0.4 million of income related to the transition services agreement for the nine months ended September 30, 2025, which was presented in Continuing operations, Other (income) expense in the Condensed Consolidated Statements of 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, 2025 and 2024. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Income (loss) from discontinued operations, net of tax Cab structures business $ ( 85 ) $ 18,814 $ ( 1,620 ) $ 22,327 Industrial Automation segment ( 175 ) ( 8,417 ) ( 468 ) ( 10,739 ) Total income (loss) from discontinued operations, net of tax $ ( 260 ) $ 10,397 $ ( 2,088 ) $ 11,588 The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Operations attributable to each discontinued operation for the three and nine months ended September 30, 2025 and 2024. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Income (loss) from discontinued operations attributable to Cab structures business: Revenues $ — $ 24,795 $ ( 657 ) $ 89,187 Cost of revenues — 33,627 878 93,367 Gross profit — ( 8,832 ) ( 1,535 ) ( 4,180 ) Selling, general and administrative expenses — — — — Operating income (loss) — ( 8,832 ) ( 1,535 ) ( 4,180 ) Other (income) expense 85 — 85 — Income (loss) before provision for income taxes ( 85 ) ( 8,832 ) ( 1,620 ) ( 4,180 ) Provision (benefit) for income taxes of discontinued operations — ( 425 ) — 714 Earnings (loss) from discontinued operations - before gain on sale of discontinued operations ( 85 ) ( 8,407 ) ( 1,620 ) ( 4,894 ) Gain on disposition of discontinued operations, net of income taxes — 27,221 — 27,221 Net income (loss) from discontinued operations, net of income taxes $ ( 85 ) $ 18,814 $ ( 1,620 ) $ 22,327 25 Table of Contents Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Income (loss) from discontinued operations attributable to Industrial Automation segment: Revenues $ — $ 5,350 $ ( 150 ) $ 14,641 Cost of revenues — 5,185 — 15,107 Gross profit — 165 ( 150 ) ( 466 ) Selling, general and administrative expenses — 747 — 3,009 Operating income (loss) — ( 582 ) ( 150 ) ( 3,475 ) Other (income) expense 175 — 318 — Interest expense — 64 — 201 Income (loss) before provision for income taxes ( 175 ) ( 646 ) ( 468 ) ( 3,676 ) Provision (benefit) for income taxes of discontinued operations — ( 38 ) — ( 746 ) Earnings (loss) from discontinued operations - before gain on sale of discontinued operations ( 175 ) ( 608 ) ( 468 ) ( 2,930 ) Loss on disposition of discontinued operations, net of income taxes — ( 7,809 ) — ( 7,809 ) Net income (loss) from discontinued operations, net of income taxes $ ( 175 ) $ ( 8,417 ) $ ( 468 ) $ ( 10,739 ) Total net income (loss) from discontinued operations, net of income taxes $ ( 260 ) $ 10,397 $ ( 2,088 ) $ 11,588 The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Cash Flows attributable to discontinued operations for the nine months ended September 30, 2025 and 2024. Nine Months Ended September 30, 2025 2024 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by operating activities $ 306 $ ( 4,567 ) Net cash used in investing activities — ( 838 ) Total cash provided by discontinued operations $ 306 $ ( 5,405 ) 26 Table of Contents