What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-10 compared with 2025-03-17 · 314 added, 221 removed, 1088 unchanged (33% of the section changed)

9 unchanged sentences

Notes to Consolidated Financial Statements

Supplementa ry Financial Information

Item 15 - Exhibits

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Inventories 118,557 128,224

Current assets held for sale — 15,603

Other current assets 25,226 29,763

5 unchanged sentences

Deferred income taxes, net 11,349 11,084

Noncurrent assets held for sale — 9,173

Other assets 10,295 7,479

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Current portion of long-term debt and short-term debt 2,371 8,438

Current liabilities held-for-sale — 2,292

Total current liabilities 108,351 125,798

2 unchanged sentences

Pension and other post-retirement liabilities 6,902 8,143

Noncurrent liabilities held-for-sale — 31

Other long-term liabilities 9,267 5,183

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Share-based compensation expense — — — 3,846 — — 3,846

Net loss from continuing operations for the period — — — — ( 16,626 ) — ( 16,626 )

Net loss from discontinued operation for the period — — — — ( 5,345 ) — ( 5,345 )

Net income from continuing operations for the period — — — — 43,633 — 43,633

Net income from discontinued operation for the period — — — — 5,778 — 5,778

Total comprehensive income — — — — — 1,266 1,266

3 unchanged sentences

Share-based compensation expense — — — 3,900 — — 3,900

Net income from continuing operations for the period — — — — 43,633 — 43,633

Net loss from continuing operations for the period — — — — ( 35,734 ) — ( 35,734 )

Net income from discontinued operation for the period — — — — 7,867 — 7,867

Total comprehensive income — — — — — 1,266 1,266

Total comprehensive loss — — — — — ( 13,059 ) ( 13,059 )

Balance - December 31, 2024 33,694,396 $ 337 $ ( 16,468 ) $ 269,117 $ ( 74,051 ) $ ( 43,343 ) $ 135,592

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Loss on extinguishment of debt 460 509 —

Settlement of derivative agreement — — 3,900

Loss on sale of Industrial Automation segment — 7,856 —

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CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings under term loan facility — — 30,625

Repayment of term loan facility ( 56,563 ) ( 10,938 ) ( 24,375 )

Borrowings under revolving credit facility 89,000 25,000 65,200

Repayment of revolving credit facility ( 38,500 ) ( 25,000 ) ( 114,600 )

Borrowings under Term Loan due 2030 95,000 — —

Repayment of Term Loan due 2030 ( 475 ) — —

Repayment of Prior Term Loan due 2027 ( 85,000 ) ( 56,563 ) ( 10,938 )

Borrowings under prior revolving credit facility — 89,000 25,000

Repayment of prior revolving credit facility ( 50,500 ) ( 38,500 ) ( 25,000 )

Borrowings under ABL revolving credit facility due 2030 30,300 — —

Repayment of ABL revolving credit facility due 2030 ( 13,461 ) — —

Borrowings under China credit facility

4,186 — 4,368

Repayment of China credit facility ( 2,757 ) — ( 4,368 )

2 unchanged sentences

Debt issuance and amendment costs ( 6,127 ) ( 218 ) —

Contingent consideration payment — — ( 4,750 )

Other financing activities, net ( 161 ) ( 107 ) ( 155 )

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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.

These divestitures represented 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.

The assets and liabilities related to these divestitures were classified under a held for sale designation within the Consolidated Balance Sheets as of December 31, 2023.

See Note 17, Discontinued Operations, for additional information on the divestitures.

As a result of classifying the Industrial Automation reporting segment as a discontinued operation, CVG has three reportable segments for 2024:

Vehicle Solutions, Electrical Systems and Aftermarket & Accessories.

The financial information reported for Vehicle Solutions and Aftermarket & Accessories excludes the activity from the Kings Mountain, North Carolina facility as a result of the divestiture.

The Company’s Chief Operating Decision Maker (“CODM”), 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.

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.

See Note 16, Segment Reporting, for more information.

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(5) our experience with operating loss and tax credit carryforwards not expiring unused, and (6) tax planning alternatives.

As of December 31, 2024, the Company was in a cumulative three-year taxable loss position in the U.S.

As of December 31, 2025 and 2024, the Company was in a cumulative three-year taxable loss position in the U.S.

which was given the most weight in our analysis of all positive and negative evidence when determining whether to establish a valuation allowance.

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We routinely assess the financial strength of our customers and maintain allowances for anticipated losses.

As of December 31, 2024, receivables from our five top customers represented approximately 54.7 % of total receivables.

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

Foreign Currency Translation - Our functional currency is the local currency.

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We do not hold or issue foreign exchange options or forward contracts for trading purposes.

Interest Rate Swap Agreement - We use an interest rate swap agreement to fix the interest rate on a portion of our variable interest debt thereby reducing exposure to interest rate changes.

The interest rate swap agreement was formally designated at inception as a hedging instrument.

Interest Rate Swap Agreement - We have historically used interest rate swap agreements to fix the interest rate on a portion of our variable interest debt thereby reducing exposure to interest rate changes.

The interest rate swap agreements are formally designated at inception as a hedging instrument.

Therefore, changes in the fair value of the interest rate swap are recorded in accumulated other comprehensive income (loss) and recognized in the Consolidated Statement of Operations when the contracts are settled.

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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.

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We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This ASU clarifies interim disclosure requirements and provides a new disclosure principle for reporting material events occurring after the most recent fiscal year.

This standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements.

This ASU updates a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements that has a wide application to any entity affected by accounting guidance.

The amendments make the codification easier to understand and apply.

The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

Accounting Pronouncements Implemented During the Year Ended December 31, 2025

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is also permitted.

The Company implemented ASU 2023-07 as of December 31, 2024 and amended related segment disclosures.

See Note 16, Segment Reporting.

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.

The Company implemented ASU 2023-09 as of December 31, 2025 on a prospective basis.

See Note 7, Income Taxes.

Revenue Recognition

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Other Matters - Shipping and handling costs billed to customers are recorded in revenues and costs associated with outbound freight are generally accounted for as a fulfillment cost and are included in cost of revenues.

We generally do not provide for extended warranties or material customer incentives.

We generally do not provide for

extended warranties or material customer incentives.

Our customers typically do not have a general right of return for our products.

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Twelve Months Ended December 31, 2025

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Global Seating Global Electrical Systems Trim Systems and Components Total

Seats $ 277,139 $ — $ — $ 277,139

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Twelve Months Ended December 31, 2024

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Global Seating Global Electrical Systems Trim Systems and Components Total

Seats $ 311,925 $ — $ — $ 311,925

4 unchanged sentences

Twelve Months Ended December 31, 2023

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Global Seating Global Electrical Systems Trim Systems and Components Total

Seats $ 345,705 $ — $ — $ 345,705

4 unchanged sentences

Debt consisted of the following at December 31:

Term loan facility $ 85,000 $ 141,563

Revolving credit facility 50,500 —

Unamortized discount and issuance costs — ( 49 )

Term Loan due 2030 $ 94,526 $ —

ABL Revolving credit facility 16,839 —

Prior Term Loan due 2027 — 85,000

Prior Revolver due 2027 — 50,500

Unamortized value of warrants ( 2,370 ) —

Unamortized debt discount and issuance costs ( 4,049 ) —

$ 104,946 $ 135,500

current portion ( 8,438 ) ( 15,313 )

current portion of long-term debt ( 942 ) ( 8,438 )

Total long-term debt, net of current portion $ 104,004 $ 127,062

Credit Agreement

On April 30, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) between, among others, Bank of America, N.A.

as administrative agent (the “Administrative Agent”) and other lenders party thereto (the “Lenders”) pursuant to which the Lenders made available a $ 150 million Term Loan Facility (the “Term Loan Facility”) and a $ 125 million Revolving Credit Facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”).

Subject to the terms of the Credit Agreement, the Revolving Credit Facility includes a $ 10 million swing line sublimit and a $ 10 million letter of credit sublimit.

The Credit Agreement provides for an incremental term facility agreement and/or an increase of the Revolving Credit Facility (together, the “Incremental Facilities”), in a maximum aggregate amount of (a) up to the date of receipt of financial statements for the fiscal quarter ending June 30, 2022,

$ 75 million, and (b) thereafter, (i) $ 75 million less the aggregate principal amount of Incremental Facilities incurred before such date, plus (ii) an unlimited amount if the pro forma consolidated total leverage ratio (assuming the Incremental Facilities are fully drawn) is less than 2.50 :1.0.

On May 12, 2022, the Company and certain of its subsidiaries entered into a second amendment ("Amendment No.

2") to its Credit Agreement pursuant to which the Lenders upsized the existing term loan facility to $ 175 million in aggregate principal amount and increased the revolving credit facility commitments by $ 25 million to an aggregate of $ 150 million in revolving credit facility commitments.

The Revolving Credit Facility includes a $ 10 million swing line sublimit and a $ 10 million letter of credit sublimit.

The amended Credit Agreement provides for an incremental term facility agreement and/or an increase of the Revolving Credit Facility, in a maximum aggregate amount of (a) up to the date of receipt of financial statements for the fiscal quarter ending June 30, 2022, $ 75 million, and (b) thereafter, (i) $ 75 million less the aggregate principal amount of Incremental Facilities incurred before such date, plus (ii) an unlimited amount if the pro forma consolidated total leverage ratio (assuming the Incremental Facilities are fully drawn) is less than 2.50 :1.0.

Further, separate from the Company’s annual $ 35 million capital spending cap, a one-time $ 45 million capital project basket was included in the Amendment.

All other key provisions, including the $ 75 million accordion, acquisition holiday, and other baskets remain unchanged.

The Credit Facilities mature on May 12, 2027 (the “Maturity Date”).

Amendment No.

2 resulted in a loss on extinguishment of debt of $ 0.9 million, including $ 0.6 million non-cash write off relating to deferred financing costs and unamortized discount of the Term Loan Facility and $ 0.3 million of other fees associated with the Amendment, recorded in our Consolidated Statements of Operations for the twelve months ended December 31, 2022.

On July 30, 2024, the Company and certain of its subsidiaries, as guarantors, entered into a third amendment (Amendment No.

3"), which amended the terms of the existing Credit Agreement to limit the mandatory prepayment requirements for certain specified asset dispositions of the Company and certain of its subsidiaries.

The Company repaid $ 20.0 million in accordance with Amendment No.3 during the three months ended September 30, 2024.

On December 19, 2024, the Company and certain of its subsidiaries entered into a fourth amendment ("Amendment No.

4") to its credit agreement pursuant to which the Lenders reduced the existing term loan facility to $ 85 million in aggregate principal amount, reduced the 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 (which will be 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).

Subject to the terms of the amended Credit Agreement, the Revolving Credit Facility includes a $ 10 million swing line sublimit and a $ 10 million letter of credit sublimit.

The amended Credit Agreement provides for an incremental term facility agreement and/or an increase of the Revolving Credit Facility, in a maximum aggregate amount of $ 15 million.

Amendment No.

4 resulted in a loss on extinguishment of debt of $ 0.5 million, including a $ 0.3 million non-cash write off relating to deferred financing costs of the Term loan facility due 2027 and $ 0.2 million of other associated fees.

At December 31, 2024 we had $ 50.5 million borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.1 million and availability of $ 73.4 million.

Combined with availability under our China Credit Facility (described below) of approximately $ 11.0 million, total consolidated availability was $ 84.4 million at December 31, 2024.

The unamortized deferred financing fees associated with the Revolving Credit Facility were $ 0.8 million and $ 1.0 million as of December 31, 2024 and December 31, 2023, respectively, and are being amortized over the remaining life of the Credit Agreement.

At December 31, 2023, we had no borrowings under the Revolving Credit Facility and outstanding letters of credit of $ 1.2 million.

Short-term debt - China credit facility $ 1,429 —

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 Credit Facilities and the commitment fee payable in connection with the Credit Facilities accrue interest at a per annum rate equal to (at the Company’s option) the base rate or the Term Secured Overnight Financing Rate ("SOFR"), including a credit spread adjustment, plus a rate which will vary according to the Consolidated Total Leverage Ratio as set forth in the most recent compliance certificate received by the Administrative Agent, as set out in the following table:

Pricing Tier Consolidated Total

Leverage Ratio Commitment Fee Letter of Credit Fee Term SOFR Loans Base Rate Loans

I ≥ 4.00 to 1.00

0.45 % 3.25 % 3.25 % 2.25 %

II < 4.00 to 1.00 but ≥ 3.50 to 1.00

0.40 % 3.00 % 3.00 % 2.00 %

III < 3.50 to 1.00 but ≥ 3.00 to 1.00

0.35 % 2.75 % 2.75 % 1.75 %

IV < 3.00 to 1.00 but ≥ 2.50 to 1.00

0.30 % 2.50 % 2.50 % 1.50 %

V < 2.50 to 1.00

0.25 % 2.25 % 2.25 % 1.25 %

Guarantee and Security

All obligations under the Amended Credit Agreement and related documents are unconditionally guaranteed by each of the Company’s existing and future direct and indirect wholly owned material domestic subsidiaries, subject to certain exceptions (the “Guarantors”).

All obligations of the Company under the Credit Agreement and the guarantees of those obligations are secured by a first priority pledge of substantially all of the assets of the Company and of the Guarantors, subject to certain exceptions.

The property pledged by the Company and the Guarantors includes a first priority pledge of all of the equity interests owned by the Company and the Guarantors in their respective domestic subsidiaries and a first priority pledge of the equity interests owned by the Company and the Guarantors in certain foreign subsidiaries, in each case, subject to certain exceptions.

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 Amended Credit Agreement contains customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees;

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;

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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;

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enter into certain employee benefit plans;

make acquisitions;

amend subordinated debt;

and other matters customarily included in senior secured loan agreements.

The Amended Credit Agreement also contains customary reporting and other affirmative covenants, as well as customary events of default, including, without limitation, nonpayment of obligations under the Credit Facilities when due;

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 December 31, 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 Credit Agreement and certain other documents executed in connection therewith;

violation of covenants in the Term Loan and certain

other documents executed in connection therewith;

breach or default of agreements related to material debt;

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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.

The Amended Credit Agreement includes (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;

to 3.00 :1.0 for each fiscal quarter thereafter).

We were in compliance with the covenants as of December 31, 2024.

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 the first year immediately following the initial funding of the Term Loan, a 4 % premium for the second year and a 2 % premium for the third year and the payment of customary breakage costs, if applicable.

In connection with entering into the Term Loan due 2030, the Company issued to affiliates of TCW Management five-year warrants for the purchase of up to an aggregate of 3,934,776 shares of the Company’s common stock, issued in two equal tranches.

See Note 5, Fair Value Measurement, for terms of these warrants.

On December 22, 2025, the Company entered into an immaterial amendment to the Term Loan.

The amendment enacted certain technical changes in connection with the provision of non-U.S.

collateral securing the Term Loan.

ABL Revolving Credit Facility

On June 27, 2025, the Company and certain of its subsidiaries, as co-borrowers entered into a loan and security agreement (the “ABL Revolving Credit Facility”) with Bank of America, N.A.

as agent, and certain financial institutions as lenders, which agreement governs the Company’s revolving credit facility and amends and restates the Company’s Prior Revolving Credit Facility due 2027.

The Company and each of its co-borrower subsidiaries are jointly and severally liable for all obligations arising under the ABL Revolving Credit Facility and have granted liens in substantially all of their property to secure their respective obligations under the revolving loan agreement and related documents.

The ABL Revolving Credit Facility matures on June 27, 2030, springing to 91 days prior to the maturity of the Term Loan or third-party subordinated debt.

In accordance with the terms of the ABL Revolving Credit Facility the Company and the other named borrowers thereunder are entitled (subject to the terms and conditions described therein) to request loans and other financial accommodations in an amount equal to the lesser of $ 115.0 million and a borrowing base composed of accounts receivable and inventory.

The ABL Revolving Credit Facility is comprised of a US subfacility of $ 100.0 million and a UK subfacility of $ 15 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.

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 December 31, 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 December 31, 2025, we had $ 16.8 million of borrowings under the ABL Revolving Credit Facility, outstanding letters of credit of $ 2.1 million and availability of $ 96.1 million (subject to customary borrowing base and other conditions).

Combined with availability under our China Credit Facility (described below) of approximately $ 5.7 million, total consolidated availability was $ 101.8 million at December 31, 2025.

The unamortized deferred financing fees associated with the ABL Revolving Credit Facility of $ 2.5 million and $0.8 million as of December 31, 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 $ 2.1 million.

On December 22, 2025, the Company entered into an immaterial amendment to the ABL Revolving Credit Facility.

The amendment enacted certain technical changes in connection with the provision of non-U.S.

collateral securing the ABL Revolving Credit Facility.

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).

Repayment and prepayment

The Credit Agreement requires the Company to make quarterly amortization payments to the Term Loan Facility at an annualized rate of the loans under the Term Loan Facility for every year as follows:

5.0 %, 7.5 %, 10.0 %, 12.5 % and 15.0 %.

The Credit Agreement also requires all outstanding amounts under the Credit Facilities to be repaid in full on the Maturity Date.

The Credit Agreement requires mandatory prepayments from the receipt of proceeds of dispositions or debt issuance, subject to certain exceptions and the Company's ability to re-invest and use proceeds towards acquisitions permitted by the Credit Agreement.

Voluntary prepayments of amounts outstanding under the Credit Facilities are permitted at any time, without premium or penalty.

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

In 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").

China Credit Facility was renewed in the quarter ended December 31, 2024, with availability of approximately $ 11.0 million (denominated in the local currency).

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 in 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 in our China operations.

We had no outstanding borrowings under the China Credit Facility as of December 31, 2024 and December 31, 2023.

We had $ 1.4 million outstanding borrowings under the China Credit Facility as of December 31, 2025 and no outstanding borrowings as of December 31, 2024.

At December 31, 2025, we had $ 5.7 million of availability under the China Credit Facility.

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$ 11,907 $ ( 8,557 ) $ 3,350 $ 13,409 $ ( 9,491 ) $ 3,918

The aggregate intangible asset amortization expense was $ 0.6 million, $ 1.1 million and $ 1.1 million for the fiscal year ended December 31, 2024, 2023 and 2022.

The estimated intangible asset amortization expense for each of the five succeeding fiscal years ending after December 31, 2024 is $ 0.6 million for the years ending December 31, 2025 through 2029.

The decrease in Net carrying value of the Intangible assets as of December 31, 2024 from 2023 is due to the sale of the FinishTEK business in January 2024.

The aggregate intangible asset amortization expense was $ 0.6 million, $ 0.6 million and $ 1.1 million for the fiscal year ended December 31, 2025, 2024 and 2023, respectively.

The estimated intangible asset amortization expense is $ 0.6 million for the year ending December 31, 2026, $ 0.5 million for the year ending December 31, 2027, and $ 0.2 million for each of the years ending December 31, 2028 through 2030.

Fair Value Measurement

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Interest Rate Swaps.

To manage our exposure to variable interest rates, we have 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 covers 50 % of outstanding debt under the Term Loan Facility.

Any changes in fair value are included in earnings or deferred through Accumulated other comprehensive loss, depending on the nature and effectiveness of the offset.

ineffectiveness in a cash flow hedging relationship is recognized immediately in earnings in the consolidated statements of operations.

During the second quarter ended June 30, 2022, the Company entered into transactions to cash settle existing interest rate swaps ("Interest rate swap agreements settled in 2022") and received proceeds of $ 3.9 million.

The gain on the swap settlement has been recorded in Other comprehensive income (loss) and will be recognized over the life of the settled swaps.

Following the settlement of the existing interest rate swaps, we entered into a new interest rate swap agreement to align with the SOFR rate and maturity date of the Credit Agreement.

The fair values of our derivative assets and liabilities and Contingent Consideration measured on a recurring basis as of December 31 and are categorized as follows:

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 were intended to mitigate the impact of rising interest rates on the Company and covered 50 % of outstanding debt under the Prior Term Loan Facility due 2027.

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 was recognized immediately in earnings in the consolidated statements of operations.

At March 31, 2025, the Company settled the interest rate swaps and received cash proceeds of $ 0.6 million.

The gain on the swap settlement was recorded in Other comprehensive income (loss) and is being recognized over the life of the hedged transactions.

As of December 31, 2025, there was no interest rate swap outstanding.

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 filing a registration statement within 45 days to register the resale of the shares underlying the warrants, pursuant to an Investor Rights Agreement.

As of December 31, 2025 the warrants were valued at 2.5 million using the Binomial Lattice Model and were recorded in Other long-term liabilities on the Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense in the Consolidated Statements of Operations.

Net gain for the Twelve Months Ended December 31, 2025 was $ 0.1 million.

The fair values of our financial instruments measured on a recurring basis are categorized as follows:

December 31, 2025 December 31, 2024

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$ 1,755 $ — $ 1,755 $ — $ — $ — $ — $ —

Interest rate swap agreement $ 1,069 $ — $ 1,069 $ — $ 1,073 $ — $ 1,073 $ —

Foreign exchange contract not designated as hedging instruments $ 106 $ — $ 106 $ — $ — $ — $ — $ —

Interest rate swap agreement settled in 2025 $ — $ — $ — $ — $ 1,069 $ — $ 1,069 $ —

Foreign exchange contract designated as hedging instruments

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$ — $ — $ — $ — $ 53 $ — $ 53 $ —

Warrants $ 2,518 $ — $ 2,518 $ — $ — $ — $ — $ —

The following table summarizes the notional amount of our open foreign exchange contracts at December 31:

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Other current assets $ 1,755 $ —

Foreign exchange contract designated as hedging instruments Other assets $ — $ 139

Interest rate swap agreement Other assets $ 1,069 $ 1,073

Foreign exchange contract not designated as hedging instruments Other current assets $ 106 $ —

Interest rate swap agreement Other current assets $ — $ 1,069

Derivative Liability

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Foreign exchange contract not designated as hedging instruments Accrued liabilities and other $ — $ 53

Warrants Other long term liabilities $ 2,518 $ —

Derivative Equity

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Cost of revenues $ ( 36 ) $ ( 2,454 )

Interest rate swap agreements Interest expense $ 1,498 $ 1,466

Interest rate swap agreements settled in 2022

Interest expense $ 755 $ 756

Settled interest rate swap agreements Interest expense $ 1,564 $ 2,253

Foreign exchange contract not designated as hedging instruments

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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 is classified as Level 2.

Based on these inputs, our long-term debt fair value as disclosed was classified as Level 2 as of December 31, 2024.

As of December 31, 2025, the classification was changed to a Level 3 due to the lack of observable market inputs or comparable instruments.

refinancing of our long-term debt on June 27, 2025, the carrying values of our long-term debt obligations approximate fair values.

The carrying amounts and fair values of our long-term debt obligations are as follows:

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Amount Fair Value

Term loan and security agreement 1

Term Loan due 2030 1

$ 88,106 $ 88,106 $ — $ —

Prior Term Loan due 2027 — — 85,000 84,363

Revolving credit facility $ 16,839 $ 16,839 $ 50,500 $ 50,500

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The Company leases office, warehouse and manufacturing space and certain equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in addition to annual rental fees.

Our leases have remaining lease terms of one year to eighteen years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within one year .

Our leases have remaining lease terms of one year to sixteen years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within one year .

The components of lease expense are as follows:

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Present value of lease liabilities $ 37,747 $ 415 $ 38,162

As of December 31, 2024, the Company had an additional lease that had not commenced which will create approximately $ 7 million of additional right-of-use assets in the first quarter of 2025.

Pre-tax income (loss) consisted of the following for the years ended December 31:

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Total $ ( 15,737 ) $ ( 8,241 ) $ 28,430

A reconciliation of income taxes computed at the statutory rates to the reported income tax provision for the years ended December 31 follows:

The following table reconciles the income tax provision with the amount calculated using the 21.0% U.S.

federal statutory rate applied to pretax income, reflecting the adoption of ASU 2023-09:

Year Ended December 31, 2025

Federal Statutory Tax Rate $ ( 3,305 ) 21.0 %

State and Local Income Tax, Net of Federal

Foreign Tax Effects

Statutory Tax Rate Difference

153 ( 1.0 ) %

Research and Development Credit ( 86 ) 0.6 %

Withholding Tax 550 ( 3.5 ) %

Other 268 ( 1.7 ) %

Withholding Tax 147 ( 0.9 ) %

Other 77 ( 0.5 ) %

Statutory Tax Rate Difference

1,271 ( 8.1 ) %

Other Adjustments, Nontaxable or Nondeductible Items

( 1,224 ) 7.8 %

United Kingdom

Other Adjustments

( 324 ) 2.1 %

Other Foreign Jurisdictions 274 ( 1.7 ) %

Research and Development Credit ( 731 ) 4.7 %

Changes in Valuation Allowances 7,310 ( 46.5 ) %

Nontaxable or Nondeductible Items

Executive Compensation Limit 374 ( 2.4 ) %

Other Nontaxable or Nondeductible Items 152 ( 1.0 ) %

Other 14 ( 0.1 ) %

Changes in Unrecognized Tax Benefits 45 ( 0.3 ) %

Other Adjustments ( 246 ) 1.6 %

Provision (benefit) for income taxes $ 4,740 ( 30.1 ) %

A reconciliation of income taxes computed at the statutory rates to the reported income tax provision for the years ended December 31 follows:

Federal provision (benefit) at statutory rate $ ( 1,730 ) $ 5,970

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GILTI, net of related foreign tax credit — 142

Pension settlement — — 3,394

Other ( 223 ) 446

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In making such judgments, the most weight is given to the cumulative three-year income (loss) position as it can be objectively verified.

During 2022, (1) the Company established a valuation allowance on its U.S.

deferred tax assets of $ 24.5 million due to the cumulative three-year loss position, and (2) reversed the valuation allowance on its U.K.

deferred tax assets of $ 9.9 million based on the cumulative three-year income position.

During 2023, the Company reversed the valuation allowance on its U.S.

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deferred tax assets due to the cumulative three-year loss position.

During 2025, we remained in a full valuation allowance position on our U.S.

deferred tax assets due to the cumulative three-year loss position.

We recorded an additional valuation allowance of $ 5.8 million primarily related to certain U.S.

federal and state tax attribute carryforwards and interest expense carryforwards generated as a result of the limitation on business interest expense deductibility under Section 163(j) of the Internal Revenue Code.

We expect to be able to realize the benefits of all of our deferred tax assets that are not currently offset by a valuation allowance, as discussed above.

In the event that our actual results differ from our estimates or we adjust these estimates in future periods, the effects of these adjustments could materially impact our financial position and results of operations.

For the twelve months ended December 31, 2024, 2023 and 2022, cash paid for taxes, net of refunds received, were $ 8.4 million, $ 10.9 million and $ 4.0 million, respectively.

Activity for the years ended December 31 is as follows (in thousands):

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Utilization of these carryforwards is subject to the tax laws of the applicable tax jurisdiction and may be limited by the ability of certain subsidiaries to generate taxable income in the associated tax jurisdiction.

As noted above, we recorded a full valuation allowance on all deferred tax assets that are not more likely than not able to be utilized before they expire.

As of December 31, 2025, cash of $ 33.0 million was held by foreign subsidiaries.

1 unchanged sentence

The Company had a $ 0.1 million deferred tax liability as of December 31, 2025 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.

Net income tax payments after the prospective adoption of ASU 2023-09, as described in Note 1, consisted of the following:

United States - federal

United States - state and local

International:

Czech Republic

Other foreign

Total income taxes paid, net of refunds

For the twelve months ended December, 31 2024 and 2023, cash paid for taxes, net of refunds received, were $ 8.4 million and $ 10.9 million, respectively.

We file federal income tax returns in the U.S.

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federal and state, and foreign jurisdictions.

The majority of these unrecognized tax benefits are netted against their related non-current deferred tax assets.

The unrecognized tax benefits were recorded in Other long-term liabilities on the Consolidated Balance Sheets.

We accrue interest and penalties related to unrecognized tax benefits through income tax expense.

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Gross increase - tax positions in prior periods 154 154 60

Gross decreases - tax positions in prior periods ( 68 ) — —

Gross increases - current period tax positions — — 149

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We recognized expense associated with the plan of $ 3.4 million, $ 4.6 million and $ 4.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Pension and Other Post-Retirement Benefit Plans - We sponsor pension and other post-retirement benefit plans that cover certain hourly and salaried employees in the U.S.

and United Kingdom.

Pension and Other Post-Retirement Benefit Plans - We sponsor pension and other post-retirement benefit plans that cover certain hourly and salaried employees in the United Kingdom.

Each of the plans are frozen to new participants and to additional service credits earned.

Our policy is to make annual contributions to the plans to fund the minimum contributions, as required by local regulations.

As of December 31, 2022, the Company settled its U.S.

Pension Plan liabilities through lump-sum payments and purchase of an annuity contract.

The lump-sum payments of $ 4.4 million and the annuity contract totaling $ 25.2 million were paid out of plan assets and resulted in an $ 9.2 million non-cash settlement charge, which was recorded in Other comprehensive income in the Consolidated Statements of Comprehensive Income (Loss) during the year ended December 31, 2022.

The change in benefit obligation, plan assets and funded status as of December 31 is as follows:

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Actuarial Gain - The projected Non-U.S.

benefit obligation includes a net gain of $ 2.7 million for the year ended December 31, 2024 driven primarily by an increase in the discount rate assumption.

benefit obligation includes a net gain of $ 0.6 million for the year ended December 31, 2025.

The components of net periodic cost (benefit) for the years ended December 31 were as follows:

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Net periodic cost (benefit) components, not inclusive of service costs, are recognized in Other (income) expense within the Consolidated Statements of Operations.

Amounts Recognized in Other Comprehensive Income (Loss) - Amounts recognized in Other comprehensive income (loss), before taking into account income tax effects, at December 31 are as follows:

Amounts Recognized in Other Comprehensive Income (Loss) - Amounts recognized in Other comprehensive income (loss), before taking into account income tax effects for the years ended December 31 were as follows:

2025 2024 2023

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$ 13,507 $ 14,437 $ 14,737

Other Changes in Plan Assets and Benefit Obligations Recognized in Comprehensive Income (Loss) - Amounts recognized as other changes in plan assets and benefit obligations in comprehensive income (loss), before taking into account income tax effects, for the year ended December 31 are as follows:

Actuarial (gain) loss $ ( 516 ) $ 205

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Discount rate 5.35 % 5.40 %

Weighted-average assumptions used to determine net periodic benefit cost at December 31 were as follows:

Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31 were as follows:

2025 2024 2023

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Risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition.

The investment portfolio contains a diversified blend of

equity, balanced, fixed income and real estate investments.

The investment portfolio contains a diversified blend of equity, balanced, fixed income and real estate investments.

Furthermore, equity investments are diversified across U.S.

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Other assets, such as real estate, are used judiciously to perhaps enhance long-term returns and to improve portfolio diversification.

Derivatives may be used to gain market exposure in an efficient and timely manner;

Derivatives may be used to gain

market exposure in an efficient and timely manner;

however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments.

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Performance Awards

In 2020, the Company 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.

The Company made awards, defined as cash, shares or other awards, to employees under the Commercial Vehicle Group, Inc.

2020 Equity Incentive Plan (the “2020 EIP”).

Effective June 15, 2020, as part of the Company’s stockholders’ approval of the 2020 EIP, the Company agreed that no more awards will be made under the 2014 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.

2023-2024 Restricted Cash Awards – Restricted cash is a grant that is earned and payable in cash based upon the Company’s relative total shareholder return in terms of ranking as compared to the peer group and Return on Invested Capital ("ROIC") component established by the Compensation Committee of the Board of Directors.

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New grants 3,461

Forfeitures 1

Adjustments ( 2,667 )

Payments ( 324 )

Adjusted Award Value at December 31, 2025

Forfeitures includes $ 0.2 million of expense reversed in 2024 that is attributable to Industrial Automation business and included in discontinued operations for the years ended December 31, 2024.

The Company generally grants performance awards in the first quarter of each year.

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There were 675 thousand anti-dilutive shares for the year ended December 31, 2025.

There were no anti-dilutive shares for the year ended December 31, 2023.

There were 428 thousand anti-dilutive shares for the year ended December 31, 2024.

Dividends — We have not declared or paid any cash dividends in the past.

The terms of our Credit Agreement restrict the payment or distribution of our cash or other assets, including cash dividend payments.

There were no anti-dilutive shares for the year ended December 31, 2023.

Other Comprehensive Income (Loss)

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Derivative instruments 6,952 — 6,952

Net unrealized gain (loss) ( 15,837 ) 2,193 ( 13,644 )

Net unrealized gain

18,022 68 18,090

Amounts reclassified into earnings:

2 unchanged sentences

Net realized gain (loss) ( 1,097 ) — ( 1,097 )

Total other comprehensive income (loss) $ ( 15,154 ) $ 2,095 $ ( 13,059 )

Total other comprehensive income

$ 16,925 $ 68 $ 16,993

2024 Before Tax

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Net realized gain (loss) 683 ( 98 ) 585

Total other comprehensive income $ 647 $ 619 $ 1,266

Total other comprehensive income (loss)

$ ( 15,154 ) $ 2,095 $ ( 13,059 )

Cost Reduction and Manufacturing Capacity Rationalization

During the quarter ended December 31, 2023, management approved restructuring programs to align the Company’s cost structure to support margin expansion.

The Company's restructuring programs are designed to align the Company’s cost structure to support margin expansion.

The programs include workforce reductions and footprint optimization across segments.

We incurred $ 10.8 million expense during the year ended December 31, 2024 related to this program.

We incurred $ 5.5 million expense during the year ended December 31, 2025 related to these programs.

The changes in accrued restructuring balances are as follows:

Vehicle Solutions Electrical Systems Aftermarket & Accessories Corporate/Other Total

Global Seating Global Electrical Systems Trim Systems and Components Corporate/Other Total

December 31, 2024 $ 28 $ — $ — $ 360 $ 388

2 unchanged sentences

December 31, 2025 $ — $ — $ — $ 46 $ 46

Vehicle Solutions Electrical Systems Aftermarket & Accessories Corporate/Other Total

Global Seating Global Electrical Systems Trim Systems and Components Corporate/Other Total

December 31, 2023 $ — $ — $ 128 $ 983 $ 1,111

2 unchanged sentences

December 31, 2024 $ 28 $ — $ — $ 360 $ 388

Of the $ 10.8 million costs incurred in the twelve months ended December 31, 2024, $ 8.4 million primarily related to headcount reductions and $ 2.4 million related to facility exit and other costs.

For the twelve months ended December 31, 2024, Vehicle Solutions segment had new charges of $ 4.5 million related to headcount reductions and $ 1.4 million related to facility exit and other costs.

Electrical Systems segment had a new charge of $ 3.7 million related to headcount reductions.

Aftermarket & Accessories segment had a new charge of $ 0.9 million related to facility exit and other costs.

Corporate had a new charge of $ 0.2 million related to headcount reductions.

Of the $ 10.8 million costs incurred, $ 9.2 million was recorded in cost of revenues and $ 1.6 million was recorded in selling, general and administrative expenses .

Of the $ 1.8 million costs incurred in the twelve months ended December 31, 2023, $ 1.8 million related to headcount reductions.

For the twelve months ended December 31, 2023, Vehicle Solutions segment had new charges of $ 0.8 million related to headcount reductions.

Corporate had a new charge of $ 1.0 million related to headcount reductions.

Of the $ 1.8 million costs incurred, $ 0.8 million was recorded in cost of revenues and $ 1.0 million was recorded in selling, general and administrative expenses .

Of the $ 5.5 million costs incurred in the twelve months ended December 31, 2025 for restructuring, $ 4.3 million related to headcount reductions and $ 1.2 million related to facility exit and other costs.

Of the $ 5.5 million costs incurred in the twelve months ended December 31, 2025 for restructuring, $ 4.9 million were recorded in cost of revenues and $ 0.6 million were recorded in selling, general and administrative expenses .

Of the $ 10.8 million costs incurred in the twelve months ended December 31, 2024 for restructuring, $ 8.4 million related to headcount reductions and $ 2.4 million related to facility exit and other costs.

Of the $ 10.8 million costs incurred in the twelve months ended December 31, 2024 for restructuring , $ 9.2 million were recorded in cost of revenues and $ 1.6 million were recorded in selling, general and administrative expenses .

Commitments and Contingencies

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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, which 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.

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2030 $ 98,126

2027 $ 103,000

Thereafter $ —

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.

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.

Our CODM does not evaluate operating segments using asset information.

Each of these segments consists of a number of manufacturing facilities.

Certain of our facilities manufacture and sell products through multiple product lines.

Our segments are more specifically described below.

CVG's reportable segments were impacted in the current period due to the divestiture of the cab structure business with operations in Kings Mountain, North Carolina and the Industrial Automation segment.

As a result of classifying the Industrial Automation reporting segment as a discontinued operation, CVG has three reportable segments for 2024:

Vehicle Solutions, Electrical Systems and Aftermarket & Accessories.

Additionally, as a result of classifying the cab structure divestiture as discontinued operations, the financial information reported for Vehicle Solutions and Aftermarket & Accessories excludes the activity from Kings Mountain, North Carolina.

The Vehicle Solutions segment designs, manufactures and sells the following products:

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.

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.

• Plastic & Trim components primarily for the North America commercial vehicle market, MD/HD truck market and power sports markets.

The Electrical Systems segment designs, manufactures and sells the following products:

• 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 Aftermarket & Accessories segment designs, manufactures and sells the following products:

• Seats and components sold into the commercial vehicle channels that provide repair and refurbishing.

These channels include OES centers and retail distributors, and are spread across 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.

• Office seats primarily sold into the commercial and home office furniture distribution channels in Europe and Asia-Pacific.

Corporate expenses consist of certain overhead and shared costs that are not allocated to the operations of a segment.

The following tables present financial information for the Company's reportable segments for the periods indicated:

For the year ended December 31, 2025

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Global Seating Global Electrical Systems Trim Systems and Components Total

Revenues $ 287,249 $ 203,186 $ 158,567 $ 649,002

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For the year ended December 31, 2024

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Global Seating Global Electrical Systems Trim Systems and Components Total

Revenues $ 314,682 $ 203,128 $ 205,545 $ 723,355

Cost of goods sold 410,599 193,027 110,569 714,195

Cost of revenues 277,131 189,946 183,001 650,078

Gross profit 37,551 13,182 22,544 73,277

6 unchanged sentences

Interest expense 9,174

Loss on early extinguishment of debt 509

Income before provision for income taxes

4 unchanged sentences

For the year ended December 31, 2023

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Global Seating Global Electrical Systems Trim Systems and Components Total

Revenues $ 348,690 $ 242,390 $ 244,389 $ 835,469

Cost of goods sold 427,260 156,411 113,384 697,055

Cost of revenues 305,539 202,745 205,911 714,195

Gross profit 43,151 39,645 38,478 121,274

5 unchanged sentences

Interest expense

Loss on early extinguishment of debt 921

Income before provision for income taxes

3 unchanged sentences

Restructuring $ 131 $ 8 $ 678

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.

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.

For the twelve months ended December 31, 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.

The following table presents revenues and long-lived assets for the geographic areas in which we operate:

8 unchanged sentences

$ 649,002 $ 103,796 $ 723,355 $ 98,889 $ 835,469 $ 100,293

Sales to two of our customers was individually in excess of 10% of total Company revenues in each of the years ended December 31, 2024, 2023 and 2022, as noted in the table below.

Sales to two of our customers were individually in excess of 10% of total Company revenues in each of the years ended December 31, 2025, 2024 and 2023, as noted in the table below.

The following table presents revenue from the above mentioned customer as a percentage of total revenue:

1 unchanged sentence

Customer Primary Segment 2025 2024 2023

Customer A Vehicle Solutions 13 % 13 % 13 %

Customer B Vehicle Solutions 11 % 10 % 16 %

Customer A Global Seats and Trim Systems & Components 13 % 13 % 13 %

Customer B Trim Systems & Components 11 % 11 % 10 %

Discontinued Operations

2 unchanged sentences

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 is the primary manufacturing facility of the Company's Industrial Automation segment.

3 unchanged sentences

No amounts for shared general and administrative operating support expense were allocated to the discontinued operation.

The assets and liabilities related to these divestitures were classified under a held for sale designation within the Consolidated Balance Sheets as of December 31, 2023.

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.

17 unchanged sentences

Operating income (loss) ( 1,535 ) ( 8,676 ) 9,439

Other (income) expense 301 — —

Income (loss) before provision for income taxes ( 1,836 ) ( 8,676 ) 9,439

12 unchanged sentences

( 150 ) ( 4,107 ) ( 1,252 )

Other (income) expense 318 — —

Interest expense — 248 443

7 unchanged sentences

$ ( 468 ) $ ( 12,211 ) $ ( 1,348 )

The following table presents the major classes of assets and liabilities of the cab structures and Industrial Automation segment as of December 31, 2023 that were classified as held for sale in the accompanying Consolidated Balance Sheet (in thousands).

December 31, 2023

Account receivable, net $ 4,603

Inventories 10,815

Other current assets 185

Current assets held for sale 15,603

Property, plant and equipment, net 4,545

Intangible assets, net 4,628

Non current assets held for sale 9,173

Total assets held for sale $ 24,776

Accounts payable 2,068

Accrued liabilities and other 224

Current liabilities held-for-sale 2,292

Other long-term liabilities 31

Noncurrent liabilities held-for-sale 31

Total liabilities held for sale $ 2,323

The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Cash Flows attributable to discontinued operations for the twelve months ended December 31, 2025 and 2024.

52 unchanged sentences

Interest expense 2,186 2,417 2,371 2,200

Loss on extinguishment of debt — — — 509

Income before provision for income taxes

23 unchanged sentences

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 8. Financial Statements and Supplementary Data