What changed in this filing

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Item 1A. Risk Factors

2026-03-10 compared with 2025-03-17 · 80 added, 36 removed, 319 unchanged (27% of the section changed)

You should carefully consider the risks described below before making an investment decision.

These are not the only risks we face.

If any of these risks and uncertainties were to actually occur, our business, financial condition or results of operations could be materially and adversely affected.

In such case, the trading price of our common stock could decline and you may lose all or part of your investment.

You should carefully consider the information in this Form 10-K.

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.

Risks Related to Our Business and Industry

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When we experience periods of low demand for our products or volatility in the commercial vehicle markets our revenues, operating results and financial position are adversely affected.

Changes in trade policies among the United States and other countries, in particular the imposition of new or higher tariffs, could place pressure on our average selling prices as our customers seek to offset the impact of increased tariffs on their own products.

Increased tariffs or the imposition of other barriers to international trade has previously and could in the future decrease demand, increase costs and have a material adverse effect on our revenues and operating results.

The United States has recently imposed new or higher tariffs on a large number of products exported by U.S.

trading partners.

In response, many of those trading partners have imposed or proposed new or higher tariffs on American products.

Although the U.S.

Supreme Court recently ruled that the International Emergency Economic Powers Act ("IEEPA") does not authorize the President to impose tariffs, and invalidated those tariffs that President Trump imposed under IEEPA, the administration has announced across-the-board tariffs of 15 percent under Section 122 of the Trade Act of 1974, and we expect that the President may impose tariffs under other authority when these short-term tariffs expire.

Continuing changes in U.S.

and foreign government trade policies and a heightened risk of further increased tariffs that impose barriers to international trade could further decrease international demand.

Our business and operating results are substantially dependent on international trade.

In addition, tariffs could make our OEM customers’ products less attractive relative to products offered by their competitors, which may not be subject to similar tariffs.

Some OEMs in our industry have already implemented short-term price adjustments to offset such tariffs and transitioned their production and supply chain to locations not subject to the higher tariffs.

We believe that sustained increases in tariffs on imported goods, further increases in tariffs on imported goods, or the failure to resolve current international trade disputes could further decrease demand and have a material adverse effect on our business and operating results.

The tariff environment has been dynamic in 2025, with changes occurring on an ongoing basis.

We expect that additional developments will occur in the future, as a result of negotiations between the U.S.

and trade partners and the recent ruling by the U.S.

Supreme Court regarding legal challenges to certain of the tariffs including imposition of additional tariffs by the U.S.

The actual impact of the tariffs is subject to a number of factors including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs, any countermeasures that the target countries may take, the result of negotiations between the U.S.

and trade partners, how our suppliers and customers react, and any mitigating actions that may become available.

In addition, lower courts and administrative processes will need to provide guidance with respect to refund-related questions with respect to the IEEPA tariffs paid prior to the U.S.

Supreme Court decision.

Furthermore, compliance with export controls and implementation of additional tariffs may increase compliance costs and further affect our business and operating results.

We face risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions.

Our financial results, operations and prospects depend significantly on worldwide economic and geopolitical conditions, the demand for our products, and the financial condition of our customers and suppliers.

Economic weakness and geopolitical uncertainty have in the past resulted, and may result in the future, in reduced demand for products resulting in decreased sales, margins and earnings.

In addition to inflationary pressures, we may not be able to fully mitigate the impact of inflation or increased tariffs through price increases, productivity initiatives and cost savings, which could have an adverse effect on our results of operations.

Economic weakness and geopolitical uncertainty have in the past resulted, and may result in the future, in reduced demand for our products resulting in decreased sales, margins and earnings.

We may not be able to fully mitigate the impact of inflation or increased tariffs through price increases, productivity initiatives and cost savings, which could have an adverse effect on our results of operations.

In addition, if the U.S.

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An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed.

A disruption in the financial markets could impair our banking or other

business partners, on whom we rely for access to capital.

A disruption in the financial markets could impair our banking or other business partners, on whom we rely for access to capital.

In addition, changes in tax or interest rates in the U.S.

or other nations, whether due to recession, economic disruptions or other reasons, could have an adverse effect on our operating results.

Economic weakness and geopolitical uncertainty may also lead us to impair assets, take restructuring actions or adjust our operating strategy and reduce expenses in response to decreased sales or margins.

We may not be able to adequately adjust our cost structure in a timely fashion, which could have an adverse effect on our operating results and financial condition.

Economic weakness and geopolitical uncertainty have in the past led us, and may in the future lead us to impair assets, take restructuring actions or adjust our operating strategy and reduce expenses in response to decreased sales or margins.

In the past, we were not able to, and may in the future not be able to adequately adjust our cost structure in a timely fashion, which results in an adverse effect on our operating results and financial condition.

Uncertainty about economic conditions may increase foreign currency volatility in markets in which we transact business, which could have an adverse effect on our operating results.

Volatility in and disruption to the global economic environment and changes in the regulatory and business environments in which we operate may have an adverse effect on our business, results of operations and financial condition.

The global trade environment remains highly dynamic and continues to evolve.

Increased tariffs and any retaliatory actions could significantly increase the cost of our products and result in lower demand for our products, delivery delays, and terminations of orders by customers.

The commercial vehicle industry as a whole has been more adversely affected by volatile economic conditions than many other industries, as the purchase or replacement of commercial vehicles, which are durable items, may be deferred for many reasons.

Future changes in the regulatory and business environments in which we operate, including increased trade protectionism and tariffs such as those recently announced by President Trump, and any retaliatory counter measures by affected countries, may adversely affect our ability to sell our products and source materials needed to manufacture our products.

In addition, tariffs could increase our costs for materials sourced outside the US which we may not be able to pass along to our customers and would therefore adversely affect our results of operations.

Changes in the regulatory and business environments in which we operate, including increased trade protectionism and tariffs such as those announced by President Trump during 2025, and any retaliatory counter measures by affected countries, may adversely affect our ability to sell our products and source materials needed to manufacture our products.

In addition, tariffs could increase our costs for materials sourced outside the US which we have not always been able to pass along to our customers and could therefore adversely affect our results of operations.

Furthermore, financial instability or bankruptcy at any of our suppliers or customers could disrupt our ability to manufacture our products and impair our ability to collect receivables, any or all of which may have an adverse effect on our business, results of operations and financial condition.

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Furthermore, our suppliers may not be successful in generating sufficient sales, restarting or ramping up production or securing alternate financing arrangements, and therefore may no longer be able to supply goods and services to us.

In that event, we would need to find alternate sources for these goods and services, and there is no assurance we would be able to find such alternate sources on favorable terms, if at all.

event, we would need to find alternate sources for these goods and services, and there is no assurance we would be able to find such alternate sources on favorable terms, if at all.

Disruption in our supply chain has had and could continue to have an adverse effect on our ability to manufacture and deliver our products on a timely basis, and thereby affect our results of operations.

government has taken actions or made proposals that are intended to address trade imbalances or trade practices, specifically with China, among other countries, which include encouraging increased production in the United States.

Furthermore, the current administration has begun implementing a more protectionist trade environment, including through measures such as the imposition of higher tariffs on imports into the U.S., the renegotiation of some U.S.

The current administration has begun implementing a more protectionist trade environment, including through measures such as the imposition of higher tariffs on imports into the U.S., the renegotiation of some U.S.

trade agreements and other government regulations affecting trade between the U.S.

and other countries where we conduct our business, including announced tariffs on imports from China and Mexico, and threatened tariffs on imports from the EU.

and other countries where we conduct our business.

These actions and proposals have resulted or could result in retaliatory actions by affected countries.

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The loss of any of our large customers or the loss of significant business from any of these customers could have an adverse effect on our business, financial condition and results of operations.

In addition, as of December 31, 2025, receivables from our top five customers represented approximately 46% of total receivables.

Our profitability could be adversely affected if the actual production volumes for our customers’ vehicles are significantly lower than expected or our costs are higher than expected.

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Once we enter into such agreements, fulfillment of the supply requirements is our obligation for the entire production life of the platform, with terms generally ranging from five to seven years, and we have limited provisions to terminate such contracts.

We are committed to supplying products to our customers at selling prices that may, with the benefit of hindsight, not be sufficient to cover the direct cost to produce such products, which may be as a result of among other factors, inflation, new tariffs or increased employment costs due to increasingly competitive labor markets or other factors.

We are committed to supplying products to our customers at selling prices that may, with the benefit of hindsight, not be sufficient to cover the direct cost to produce such products, which may be as a result of factors such as, inflation, new tariffs or increased employment costs due to increasingly competitive labor markets or other factors.

We cannot predict our customers’ demands for our products.

If customers representing a significant amount of our revenues were to purchase materially lower volumes than expected, or if we are unable to keep our commitment under the agreements, or if our costs are higher than anticipated, it would have an adverse effect on our business, financial condition and results of operations.

Additionally, we generally do not have clauses in our customer agreements that guarantee that we will recoup the design and development costs that we incurred to develop a product.

In other cases, we share the design costs with the customer and thereby have some risk that not all the costs will be covered if the project does not go forward or if it is not as profitable as expected.

If customers representing a significant amount of our revenues were to purchase materially lower volumes than expected, or if we are unable to keep our commitment under the agreements, or if our costs are higher than anticipated, there would be an adverse effect on our business, financial condition and results of operations.

Additionally, we generally do not have terms in our customer agreements that guarantee that we will recoup the design and development costs that we incurred to develop a product.

In other cases, we share the design costs with the customer and therefore we have some risk that not all the development costs that we incur will be recouped if the project does not go forward or if the business relationship is not as profitable as expected.

Many of our new and targeted customers are start-up or early-stage companies and these customers are at substantial risk that their businesses will not succeed.

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Failure to meet our profitability target may be the result of a variety of factors, such as fluctuations in our material, freight and labor costs, inflation, new or increased tariffs or other competitive conditions, which are beyond our control.

For example, we expect our cost of goods sold will continue to be impacted by tariffs which increase the price of goods purchased and sold to customers.

In the past, we have negotiated with our customers in an attempt to pass on a portion of the costs of tariffs 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.

Customers may refuse to pay increased prices that meet our profitability targets, re-source from other suppliers, or not issue purchase orders to us with large volumes.

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We have operations in the Mexico, China, United Kingdom, Czech Republic, Morocco, Ukraine, Australia, India and Thailand, which collectively accounted for approximately 38% of our total revenues for the year ended December 31, 2025.

We expect our foreign operations to continue to account for a significant portion of our revenues for the foreseeable future.

There are certain risks inherent in our international business activities including, but not limited to:

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• foreign customers, who may have longer payment cycles than customers in the U.S.;

• changes in the global trade environment, including potential deterioration in geopolitical or trade relations between countries;

• foreign currency exchange rate fluctuations affecting our ability to match revenue received with costs;

• tax rates in certain foreign countries, which may exceed those in the U.S., withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation, of foreign earnings;

• tariffs, duties or other costs attributable to the importation of raw materials, parts, products and services, which could impact sales and/or delivery of products and services outside the U.S.

and/or impose increased costs on us, our supply chain or our customers;

• intellectual property protection difficulties;

• general economic and political conditions, along with major differences in business culture and practices, including the challenges of dealing with business practices that may impact the company’s compliance efforts, in countries where we operate;

• exposure to local social unrest, including any acts of war, terrorism or similar events;

• exposure to local social unrest, including any acts of war, terrorism, international tensions, conflicts or similar events;

• exposure to local minimum wage requirements;

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• complications in complying with a variety of laws and regulations related to doing business with and in foreign countries, some of which may conflict with U.S.

law or may be vague or difficult to comply with.

law or may be vague or difficult to comply with, as well as U.S.

laws affecting the activities of U.S.

companies abroad.

Additionally, our international business activities are also subject to risks arising from violations of U.S.

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We purchase raw materials, fabricated components, assemblies and services from a variety of suppliers.

Steel, aluminum, petroleum-based products, copper, resin, foam, fabrics, wire and wire components, semiconductor chips, electronics and electrical components account for the most significant portion of our raw material costs.

Although we currently maintain alternative sources for most raw materials, from time to time, however, the prices and availability of these materials fluctuate due to global market demands and other considerations, which could impair the Company's ability to procure necessary materials, or increase the cost of such materials.

Steel, aluminum, petroleum-based products, copper, resin, foam, fabrics, wire and wire components, electronics and electrical components account for the most significant portion of our raw material costs.

Although we currently maintain alternative sources for most raw materials, from time to time, the prices and availability of these materials fluctuate due to global market demands and other considerations, which could impair the Company's ability to procure necessary materials, or increase the cost of such materials.

We may be assessed surcharges on certain purchases of steel, copper and other raw materials.

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Product innovations have been and will continue to be a part of our business strategy.

We believe it is important for us to continue to meet our customers’ demands for product innovation, improvement and enhancement, including the continued development of new-generation products, and design improvements and innovations that improve the quality and efficiency of our products including manufacturing seats with airbags, seatbelts and other safety devices and improvements.

We believe it is important for us to continue to meet our customers’ demands for product innovation, improvement and enhancement, including the continued

development of new-generation products, and design improvements and innovations that improve the quality and efficiency of our products including manufacturing seats with airbags, seatbelts and other safety devices and improvements.

However, such development will require us to continue to invest in research and development and sales and marketing.

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We rely on third parties for raw materials, parts, and components.

We source a variety of systems, components, raw materials and parts, including but not limited to top covers, fabricated steel, semiconductor chips, chemicals, seat-foam, air bag, air bag inflators, seat belts, and other components from third parties.

We source a variety of systems, components, raw materials and parts, including but not limited to top covers, fabricated steel, chemicals, seat-foam, air bag, air bag inflators, seat belts, and other components from third parties.

From time to time these third-party items do not meet the quality standards that we desire, which could harm our reputation, cause delays and cause us to incur significant costs.

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In the event of a reduction or stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected.

significant delay in deliveries to our customers could lead to increased returns or cancellations.

Any significant delay in deliveries to our customers could lead to increased returns or cancellations.

Similarly, a potential quality issue could force us to halt deliveries.

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Thus, any supply chain disruption, however small, could potentially cause the complete shutdown of an assembly line of one of our customers, and any such shutdown could expose us to claims for compensation.

Where a customer halts production because of another supplier failing to deliver on time, we may not be fully compensated, if at all, and therefore our business and financial results could be adversely affected.

When a customer halts production because of another supplier failing to deliver on time, we may not be fully compensated, if at all, and therefore our business and financial results could be adversely affected.

In recent years, we experienced supply chain disruptions (including longer lead-times to procure parts from China) that caused volatility on our customers' production schedules and had a negative impact on our results.

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We seek to develop and retain an effective management team through the proper positioning of existing key employees and the addition of new management personnel where necessary.

Retaining personnel with the right skills at competitive wages can be difficult in certain markets in which we are doing business, particularly those locations that are seeing much inbound investment and have highly mobile workforces.

Retaining personnel

with the right skills at competitive wages can be difficult in certain markets in which we are doing business, particularly those locations that are seeing much inbound investment and have highly mobile workforces.

Additionally, attracting sufficiently well-educated and talented management, especially middle-management employees, in certain markets can be challenging.

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Factors that may be considered in assessing whether long-lived assets may not be recoverable include a decline in our stock price or market capitalization, reduced estimates of future cash flows, the general economic environment, changes or downturns in our industry as a whole, termination of any of our customer contracts, restructuring efforts and general workforce reductions.

A continued decline in our stock price

may trigger an evaluation of the recoverability of the recorded goodwill and other long-lived assets.

A continued decline in our stock price may trigger an evaluation of the recoverability of the recorded goodwill and other long-lived assets.

Any charge for impairment could adversely affect our reported net income and our stockholders’ equity.

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In addition, we incur restructuring charges periodically to close facilities, such as lease termination charges, severance charges and impairment charges of leasehold improvements and/or machinery and equipment, as we continue to evaluate our manufacturing footprint to improve our cost structure and remove excess, underperforming assets, or assets that no longer fit our goals.

If we decide to close or consolidate facilities, we may face execution risks which could adversely affect our ability to serve our customers.

If we decide to close or consolidate facilities, we may face execution risks which could adversely affect our ability to serve our

Further, we may be unsuccessful in achieving these objectives which could adversely affect our operating results and financial condition.

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If the United States or another international jurisdiction implements a tax change related to products manufactured in a particular jurisdiction where we do business, our results could be adversely affected.

In 2021, as part of the Organization for Economic Co-operation and Development's ("OECD") Inclusive Framework, 140 member countries agreed to the implementation of the Pillar Two Global Minimum Tax ("Pillar Two") of 15%.

The OECD continues to release additional guidance, including administrative guidance on how Pillar Two rules should be interpreted and applied by jurisdictions as they adopt Pillar Two.

These changes, when enacted by various countries in which we do business, may increase our taxes in these countries.

Changes to these and other areas in relation to international tax reform, including future actions taken by foreign governments in response to Pillar Two, could increase uncertainty and may adversely affect our tax rate and cash flow in future years.

We continue to monitor the adoption of the OECD Pillar Two global minimum tax rules in each of our tax jurisdictions to evaluate its impact on our effective income tax rate.

Pillar Two did not have a material impact to our effective tax rate for the year ended December 31, 2025.

Exposure to currency exchange rate fluctuations on cross border transactions and translation of local currency results into United States dollars could adversely impact our results of operations.

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We may be subject to product liability claims, recalls or warranty claims, which could be expensive, damage our reputation and result in a diversion of management resources.

As a supplier of products and systems, we face an inherent business risk of exposure to product liability claims in the event that our products, or the equipment into which our products are incorporated, malfunction and result in injury to person or property or death.

Product liability claims could result in significant losses as a result of expenses incurred in defending claims or the award of damages.

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The environmental laws to which we are subject have become more stringent over time, and we could incur material costs or expenses in the future to comply with environmental laws.

If we violate or fail to comply with these laws and regulations or do

not have the requisite permits, we could be fined or otherwise sanctioned by regulators.

If we violate or fail to comply with these laws and regulations or do not have the requisite permits, we could be fined or otherwise sanctioned by regulators.

In some instances, such a fine or sanction could have an adverse effect on our financial condition and results of operations.

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A credit rating downgrade could impair our ability to obtain additional debt financing on favorable terms, if at all, and significantly reduce the trading price of our common stock.

We recently experienced a credit rating downgrade which is likely to affect the amount, type and terms of capital financings we obtain.

During 2024, we experienced a credit rating downgrade which affected the amount, type and terms of capital financings we have been able to obtain.

Factors affecting our credit rating include, among others, our financial performance, success in raising sufficient equity capital, adverse changes in our debt and fixed charge coverage ratios, our capital structure, level of indebtedness and future changes in the regulatory framework applicable to our operators and industry.

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Additionally, because of the limited number of shares being traded, and changes in stock market analyst recommendations regarding our common stock or lack of analyst coverage, the price per share of our common stock is subject to volatility and may continue to be subject to rapid price swings in the future that may result in stockholders’ inability to sell their common stock at or above purchase price.

Future sales and issuances of our Common Stock or rights to purchase Common Stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

We may issue additional securities, including shares of Common Stock and rights to purchase Common Stock.

Future sales and issuances of our Common Stock or rights to purchase our Common Stock could result in substantial dilution to our existing stockholders and could potentially dilute future net income per share.

We may issue and sell Common Stock in a manner as we may determine from time to time.

If we sell any such Common Stock in subsequent transactions, investors may be materially diluted.

New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our Common Stock.

Provisions in our charter documents and Delaware law could discourage potential acquisition proposals, could delay, deter or prevent a change in control and could limit the price certain investors might be willing to pay for our stock.

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ERP implementations are complex, labor intensive, and time-consuming projects and involve substantial expenditures on system software and implementation activities.

The ERP system is critical to our ability to provide important information to our management, obtain and deliver products, provide services and customer support, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results, and otherwise operate our business.

The ERP system is critical to our ability to provide important information to our management, obtain and deliver products, provide services and customer support, fulfill

contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results, and otherwise operate our business.

ERP implementations also require transformation of business and financial processes in order for the company to benefit from a robust ERP system.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors