Commercial Vehicle Group, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Documents Filed as Part of this Annual Report on Form 10-K Page Report of Independent Registered Public Accounting Firm 36 Consolidated Statements of Operations for the years ended December 31, 202 5 , 202 4 and 20 23 38 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 202 5 , 202 4 and 20 23 39 Consolidated Balance Sheets as of December 31, 202 5 and 20 24 40 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 202 5 , 202 4 and 20 23 41 Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 202 4 and 20 23 42 Notes to Consolidated Financial Statements 43 Item 15 - Exhibits 84 35 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors Commercial Vehicle Group, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Commercial Vehicle Group, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 10, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Testing of Revenue As discussed in Note 2 to the consolidated financial statements, revenue is recognized when a performance obligation has been satisfied and control of a product has been transferred to the customer, usually at a designated shipping point and in accordance with customer specifications. Revenue is measured based on the amount of consideration the Company expects to receive in exchange for the transfer of goods or services. For the year ended December 31, 2025, the Company recorded 649.0 million of revenue. We identified the testing of revenue as a critical audit matter due to the large volume of data and the number and complexity of the revenue accounting systems. While revenues consist of a large number of similar, individually low value transactions, the processing and recording of revenue is reliant upon multiple information technology (IT) systems used to process large volumes of customer billing data. Specialized skills and knowledge were needed to test the IT systems used for the processing and recording of revenue. 36 Table of Contents The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue. We evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of revenue. This included controls over the IT systems and automated and manual process level controls related to the processing and recording of revenue. We performed a software-assisted data analysis to assess certain relationships among revenue transactions. For a selection of transactions, we (1) compared the amount of revenue recorded to a combination of Company internal data, executed contracts, and/or other relevant and reliable third-party data, including cash received from customers and (2) evaluated the timing of revenue recognition based on the shipment date. In addition, we involved IT professionals with specialized skills and knowledge, who assisted in the identification and testing of certain IT systems used by the Company for the processing and recording of revenue. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of the audit effort. /s/ KPMG LLP We have served as the Company’s auditor since 2012. Detroit, Michigan March 10, 2026 37 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2025, 2024 and 2023 2025 2024 2023 (In thousands, except per share amounts) Revenues $ 649,002 $ 723,355 $ 835,469 Cost of revenues 580,617 650,236 714,378 Gross profit 68,385 73,119 121,091 Selling, general and administrative expenses 69,041 73,877 81,218 Operating income (loss) ( 656 ) ( 758 ) 39,873 Other (income) expense 1,593 ( 2,200 ) 1,195 Interest expense 13,028 9,174 10,248 Loss on extinguishment of debt 460 509 — Income (loss) before provision for income taxes ( 15,737 ) ( 8,241 ) 28,430 Provision (benefit) for income taxes 4,740 27,493 ( 15,203 ) Net income (loss) from continuing operations $ ( 20,477 ) $ ( 35,734 ) $ 43,633 Net income (loss) from discontinued operations - Note 17 ( 2,304 ) 7,867 5,778 Net income (loss) ( 22,781 ) ( 27,867 ) 49,411 Earnings (loss) per common share Basic earnings (loss) per share Income (loss) from continuing operations $ ( 0.61 ) $ ( 1.07 ) $ 1.32 Income (loss) from discontinued operations $ ( 0.07 ) $ 0.24 $ 0.18 Diluted earning (loss) per share Income (loss) from continuing operations $ ( 0.61 ) $ ( 1.07 ) $ 1.30 Income (loss) from discontinued operations $ ( 0.07 ) $ 0.24 $ 0.17 Weighted average shares outstanding Basic 33,836 33,418 33,040 Diluted 33,836 33,418 33,581 The accompanying notes are an integral part of these consolidated financial statements. 38 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Years Ended December 31, 2025, 2024 and 2023 2025 2024 2023 (In thousands) Net income (loss) $ ( 22,781 ) $ ( 27,867 ) $ 49,411 Other comprehensive income (loss): Foreign currency translation adjustments 9,400 ( 7,435 ) 1,584 Change in defined benefit plans, net of tax 2,169 437 ( 384 ) Derivative instruments, net of tax 5,424 ( 6,061 ) 66 Other comprehensive income (loss) 16,993 ( 13,059 ) 1,266 Comprehensive income (loss) $ ( 5,788 ) $ ( 40,926 ) $ 50,677 The accompanying notes are an integral part of these consolidated financial statements. 39 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 and 2024 2025 2024 ASSETS (in thousands, except share and per share amounts) Current assets: Cash $ 33,282 $ 26,630 Accounts receivable, net of allowances of $ 1,192 and $ 554 , respectively 86,262 118,683 Inventories 118,557 128,224 Other current assets 25,226 29,763 Total current assets 263,327 303,300 Property, plant and equipment, net of accumulated depreciation of $ 193,182 and $ 177,811 , respectively 66,638 68,861 Operating lease right-of-use asset, net 36,755 29,931 Intangible assets, net of accumulated amortization of $ 8,557 and $ 9,491 , respectively 3,350 3,918 Deferred income taxes, net 11,349 11,084 Other assets 10,295 7,479 TOTAL ASSETS $ 391,714 $ 424,573 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 74,180 $ 77,002 Current operating lease liabilities 7,914 8,033 Accrued liabilities and other 23,886 32,325 Current portion of long-term debt and short-term debt 2,371 8,438 Total current liabilities 108,351 125,798 Long-term debt 104,004 127,062 Long-term operating lease liabilities 29,833 22,795 Pension and other post-retirement liabilities 6,902 8,143 Other long-term liabilities 9,267 5,183 Total liabilities 258,357 288,981 Commitments and contingencies (Note 15) Stockholders’ equity: Preferred stock, $ 0.01 par value ( 5,000,000 shares authorized; no shares issued and outstanding) — — Common stock, $ 0.01 par value ( 60,000,000 shares authorized; 34,185,682 and 33,694,396 shares issued and outstanding, respectively) 342 337 Treasury stock, at cost: 2,409,285 and 2,252,305 shares, respectively ( 16,706 ) ( 16,468 ) Additional paid-in capital 272,903 269,117 Retained deficit ( 96,832 ) ( 74,051 ) Accumulated other comprehensive loss ( 26,350 ) ( 43,343 ) Total stockholders’ equity 133,357 135,592 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 391,714 $ 424,573 The accompanying notes are an integral part of these consolidated financial statements. 40 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Years Ended December 31, 2025, 2024 and 2023 Common Stock Treasury Stock Additional Paid-In Capital Retained Deficit Accumulated Other Comprehensive Loss Total CVG Stockholders’ Equity Shares Amount (In thousands, except share data ) Balance - December 31, 2022 32,826,852 $ 328 $ ( 14,514 ) $ 261,371 $ ( 95,595 ) $ ( 31,550 ) $ 120,040 Issuance of restricted stock 730,291 7 — — — — 7 Surrender of common stock by employees ( 234,608 ) ( 2 ) ( 1,636 ) — — — ( 1,638 ) Share-based compensation expense — — — 3,846 — — 3,846 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 Balance - December 31, 2023 33,322,535 $ 333 $ ( 16,150 ) $ 265,217 $ ( 46,184 ) $ ( 30,284 ) $ 172,932 Issuance of restricted stock 489,562 4 — — — — 4 Surrender of common stock by employees ( 117,701 ) — ( 318 ) — — — ( 318 ) Share-based compensation expense — — — 3,900 — — 3,900 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 loss — — — — — ( 13,059 ) ( 13,059 ) Balance - December 31, 2024 33,694,396 $ 337 $ ( 16,468 ) $ 269,117 $ ( 74,051 ) $ ( 43,343 ) $ 135,592 Issuance of restricted stock 649,260 7 — — — — 7 Surrender of common stock by employees ( 157,974 ) ( 2 ) ( 238 ) — — — ( 240 ) Share-based compensation expense — — — 3,786 — — 3,786 Net loss from continuing operations for the period — — — — ( 20,477 ) — ( 20,477 ) Net income from discontinued operation for the period — — — — ( 2,304 ) — ( 2,304 ) Total comprehensive loss — — — — — 16,993 16,993 Balance - December 31, 2025 34,185,682 $ 342 $ ( 16,706 ) $ 272,903 $ ( 96,832 ) $ ( 26,350 ) $ 133,357 The accompanying notes are an integral part of these consolidated financial statements. 41 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2025, 2024 and 2023 2025 2024 2023 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 22,781 ) $ ( 27,867 ) $ 49,411 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 14,737 17,384 17,630 Noncash amortization of debt financing costs 1,128 337 303 Pension plan settlement — — 2,942 Shared-based compensation expense 3,786 3,900 3,846 Deferred income tax expense (benefit) 505 24,041 ( 20,699 ) Noncash (gain) loss on derivative contracts ( 1,719 ) ( 1,036 ) ( 535 ) Gain on sale of assets — ( 3,544 ) — Loss on extinguishment of debt 460 509 — Loss on sale of Industrial Automation segment — 7,856 — Gain on sale of Cab structures business — ( 28,754 ) — Change in other operating items: Accounts receivable 34,190 10,703 18,819 Inventories 11,293 ( 13,042 ) 15,000 Prepaid expenses 2,011 794 ( 5,123 ) Accounts payable ( 4,048 ) 2,825 ( 44,079 ) Accrued liabilities ( 4,885 ) ( 9,131 ) 11,078 Cloud computing arrangements ( 1,136 ) ( 1,755 ) ( 800 ) Income taxes payable 3,377 ( 4,716 ) ( 3,635 ) Other operating activities, net 7,725 ( 11,956 ) ( 5,882 ) Net cash provided by (used in) operating activities 44,643 ( 33,452 ) 38,276 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ( 10,651 ) ( 18,520 ) ( 19,696 ) Proceeds from disposal/sale of property, plant and equipment 45 4,455 — Proceeds from sale of business — 44,961 — Net cash provided by (used in) investing activities ( 10,606 ) 30,896 ( 19,696 ) CASH FLOWS FROM FINANCING ACTIVITIES: 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 ) Surrender of common stock by employees ( 238 ) ( 318 ) ( 1,636 ) Debt extinguishment payments and early payment fees on debt — ( 416 ) — Debt issuance and amendment costs ( 6,127 ) ( 218 ) — Other financing activities, net ( 161 ) ( 107 ) ( 155 ) Net cash provided by (used in) financing activities ( 29,233 ) ( 7,122 ) ( 12,729 ) EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH 1,848 ( 1,540 ) 172 NET (DECREASE) INCREASE IN CASH 6,652 ( 11,218 ) 6,023 CASH: Beginning of period 26,630 37,848 31,825 End of period $ 33,282 $ 26,630 $ 37,848 The accompanying notes are an integral part of these consolidated financial statements. 42 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2025, 2024 and 2023 1. Significant Accounting Policies Organization - Commercial Vehicle Group, Inc. and its subsidiaries is a global provider of systems, assemblies and components to the global commercial vehicle market, and the electric vehicle markets. References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc. and its subsidiaries. We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Morocco, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region. We primarily manufacture customized products to meet the requirements of our customer. We believe our products are used by a majority of the North American Commercial Truck manufacturers, many construction and agriculture vehicle original equipment manufacturers ("OEMs"), parts and service dealers and distributors. 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 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. See Note 17, Discontinued Operations, for additional information on the divestitures. During the quarter ended March 31, 2025, the Company completed a strategic reorganization of its operations into three segments: Global Seating, Global Electrical Systems, and Trim Systems and Components. The reorganization was designed to enhance alignment with its customers and end markets which will allow the Company to better focus on growth opportunities, capital allocation and enhancing shareholder value. As a result of the strategic reorganization, the prior period amounts have been revised to conform to the Company’s current period presentation. See Note 16, Segment Reporting, for more information. Unless otherwise indicated, all amounts in the tables below are in thousands, except share and per share amounts. Principles of Consolidation - The accompanying consolidated financial statements include the accounts of our wholly-owned or controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from those estimates. Certain prior period amounts have been reclassified to conform to footnote presentation for the current year. Cash - Cash consists of deposits with high credit-quality financial institutions. Accounts Receivable - Trade accounts receivable are stated at current value less allowances, which approximates fair value. We review our receivables on an ongoing basis to ensure that they are properly valued and collectible. The allowance for credit losses is used to record the estimated risk of loss related to our customers’ inability to pay. This allowance is maintained at a level that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs and recoveries and current and expected economic market conditions. As we monitor our receivables, we identify customers that may have payment problems, and we adjust the allowance accordingly, with the offset to selling, general and administrative expense. Account balances are charged off against the allowance when recovery is considered remote. Inventories - Inventories are valued at the lower of first-in, first-out cost or net realizable value. Inventory quantities on-hand are regularly reviewed and when necessary provisions for excess and obsolete inventory are recorded based primarily on our estimated production requirements, taking into consideration expected market volumes and future potential use. 43 Table of Contents Inventories consisted of the following as of December 31: 2025 2024 Raw materials $ 89,534 $ 98,677 Work in process 11,868 10,960 Finished goods 17,155 18,587 Total Inventories $ 118,557 $ 128,224 Property, Plant and Equipment - Property, plant and equipment are stated at cost, net of accumulated depreciation. Property, plant, and equipment, net consisted of the following as of December 31: 2025 2024 Land and buildings $ 29,687 $ 26,613 Machinery and equipment 225,922 211,984 Construction in progress 4,211 8,075 Property, plant, and equipment, gross 259,820 246,672 Less accumulated depreciation ( 193,182 ) ( 177,811 ) Property, plant and equipment, net $ 66,638 $ 68,861 For financial reporting purposes, depreciation is computed using the straight-line method over the estimated useful lives (generally 15 to 40 years for buildings and building improvements, three to 20 years for machinery and equipment, three to seven years for tools and dies, and three to five years for computer hardware and software). Expenditures for maintenance and repairs are charged to expense as incurred. Expenditures for major betterments and renewals that extend the useful lives of property, plant and equipment are capitalized and depreciated over the remaining useful lives of the asset. When assets are retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the improvements or the term of the lease, whichever is shorter. Accelerated depreciation methods are used for tax reporting purposes. Depreciation expense for property, plant and equipment for each of the years ended December 31, 2025, 2024 and 2023 was $ 14.2 million, $ 13.9 million and $ 13.1 million, respectively. For each of the years ended December 31, 2025, 2024 and 2023, unpaid purchases of property and equipment included in accounts payable were $ 0.7 million, $ 1.3 million and $ 1.0 million, respectively. We review long-lived assets for recoverability whenever events or changes in circumstances indicate that carrying amounts of an asset group may not be recoverable. Our asset groups are established by determining the lowest level of cash flows available. If the estimated undiscounted cash flows are less than the carrying amounts of such assets, we recognize an impairment loss in an amount necessary to write down the assets to fair value as estimated from expected future discounted cash flows. Estimating the fair value of these assets is judgmental in nature and involves the use of significant estimates and assumptions. We base our fair value estimates on assumptions we believe to be reasonable, but that are inherently uncertain. Leases - The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The length of a lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. The Company's accounting policy election is to not recognize lease assets or liabilities for leases with a term of 12 months or less. Additionally, when accounting for leases, the Company combines payments for leased assets, related services and other components of a lease. Revenue Recognition - We recognize revenue when our performance obligation has been satisfied and control of products has been transferred to a customer, which typically occurs upon shipment. Revenue is measured based on the amount of consideration we expect to receive in exchange for the transfer of goods or services. Refer to Note 2, Revenue Recognition, for our revenue recognition policies. Income Taxes - We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets and liabilities using enacted tax laws and rates expected to be 44 Table of Contents in place when the deferred tax items are realized. We recognize tax positions initially in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Judgment is required in estimating valuation allowances for deferred tax assets. The realization of a deferred tax asset ultimately depends on the existence of sufficient taxable income in either the carryback or carryforward periods under tax law. We provide a valuation allowance for deferred tax assets when it is more likely than not that a portion of such deferred tax assets will not be realized. In our assessment, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, (1) the cumulative three-year income position, (2) the nature, frequency and severity of any current and cumulative losses; (3) forecasts of future profitability; (4) the duration of statutory carryforward periods; (5) our experience with operating loss and tax credit carryforwards not expiring unused, and (6) tax planning alternatives. 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. As of December 31, 2023, the Company was in a cumulative three-year taxable income position in the U.S. which was given the most weight in our analysis of all positive and negative evidence when determining whether to reverse the previously recognized valuation allowance. Comprehensive Income (Loss) - Comprehensive income (loss) reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources including foreign currency translation, derivative instruments and pension and other post-retirement adjustments. See Note 13, Other Comprehensive (Income) Loss, for a rollforward of activity in accumulated comprehensive loss. Fair Value of Financial Instruments - The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (i.e., inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets and inactive markets. Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. Concentrations of Credit Risk - Financial instruments that potentially subject us to concentrations of credit risk consist primarily of accounts receivable. We sell products to various companies throughout the world in the ordinary course of business. We routinely assess the financial strength of our customers and maintain allowances for anticipated losses. 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. Accordingly, all assets and liabilities of our foreign subsidiaries are translated using exchange rates in effect at the end of the period; revenue and costs are translated using average exchange rates for the period. The related translation adjustments are reported in accumulated other comprehensive income (loss) in stockholders’ equity. Translation gains and losses arising from transactions denominated in a currency other than the functional currency of the entity are included in the results of operations. Foreign Currency Forward Exchange Contracts - We use forward exchange contracts to hedge certain foreign currency transaction exposures. We estimate our projected revenues and purchases in certain foreign currencies or locations and hedge a portion of the anticipated long or short position. The contracts typically run from one month to twelve months . All forward foreign exchange contracts that are not designated as hedging instruments have been marked-to-market and the fair value of contracts recorded in the Consolidated Balance Sheets with the offsetting non-cash gain or loss recorded in our Consolidated Statements of Operations. For forward contracts that are designated as hedging instruments, the gains and losses are recorded in accumulated other comprehensive income (loss) and recognized in the Consolidated Statement of Operations when the contracts are settled. We do not hold or issue foreign exchange options or forward contracts for trading purposes. 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. Share-Based Compensation - We recognize share-based compensation based on the grant-date fair value of the equity instruments awarded. Share-based compensation expense is recognized in the consolidated financial statements on a straight-line basis over the requisite service period for the entire award. We account for forfeitures of stock-based compensation awards as they occur. Refer to Note 11, Share-Based Compensation for additional discussion. 45 Table of Contents Recently Issued Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU updates improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This information is generally not presented in the financial statements today. The ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU clarifies interim disclosure requirements and provides a new disclosure principle for reporting material events occurring after the most recent fiscal year. This standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures. 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 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. 2. Revenue Recognition Our products include seating systems, plastic components, electrical wire harnesses, mirrors, wipers and other accessories. We sell these products into multiple geographic regions including North America, Europe and Asia-Pacific and to multiple end markets. The nature, timing and uncertainty of recognition of revenue and associated cash flows across the varying product lines, geographic regions and customer end markets is substantially consistent. Contractual Arrangements - Revenue is measured based on terms and conditions specified in contracts or purchase orders with customers. We have long-term contracts with some customers that govern overall terms and conditions which are accompanied by purchase orders that define specific order quantities and/or price. We have many customers with which we conduct business for which the terms and conditions are outlined in purchase orders without a long-term contract. We generally do not have customer contracts with minimum order quantity requirements. Amount and Timing of Revenue Recognition - The transaction price is based on the consideration to which the Company will be entitled in exchange for transferring control of a product to the customer. This is defined in a purchase order or in a separate pricing arrangement and represents the stand-alone selling price. Our payment terms vary by customer. None of the Company's business arrangements as of December 31, 2025, contained a significant financing component. We typically do not have multiple performance obligations requiring us to allocate a transaction price. We recognize revenue at the point in time when we satisfy a performance obligation by transferring control of a product to a customer, usually at a designated shipping point and in accordance with customer specifications. Estimates are made for variable consideration resulting from quality, delivery, discounts or other issues affecting the value of revenue and accounts receivable. This amount is estimated based on historical trends and current market conditions, and only amounts deemed collectible are recognized as revenues. 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 46 Table of Contents extended warranties or material customer incentives. Our customers typically do not have a general right of return for our products. We had outstanding customer accounts receivable, net of allowances, of $ 86.3 million as of December 31, 2025 and $ 118.7 million as of December 31, 2024. We generally do not have other assets or liabilities associated with customer arrangements. Revenue Disaggregation - The following is the composition, by product category, of our revenues: Twelve Months Ended December 31, 2025 Global Seating Global Electrical Systems Trim Systems and Components Total Seats $ 277,139 $ — $ — $ 277,139 Electrical wire harnesses, panels and assemblies 3,728 202,763 — 206,491 Plastic & Trim components — — 123,143 123,143 Mirrors, wipers and controls 6,382 423 35,424 42,229 Total $ 287,249 $ 203,186 $ 158,567 $ 649,002 Twelve Months Ended December 31, 2024 Global Seating Global Electrical Systems Trim Systems and Components Total Seats $ 311,925 $ — $ — $ 311,925 Electrical wire harnesses, panels and assemblies 2,757 203,128 — 205,885 Plastic & Trim components — — 155,928 155,928 Mirrors, wipers and controls — — 49,617 49,617 Total $ 314,682 $ 203,128 $ 205,545 $ 723,355 Twelve Months Ended December 31, 2023 Global Seating Global Electrical Systems Trim Systems and Components Total Seats $ 345,705 $ — $ — $ 345,705 Electrical wire harnesses, panels and assemblies 2,985 242,391 — 245,376 Plastic & Trim components — — 193,822 193,822 Mirrors, wipers and controls — — 50,566 50,566 Total $ 348,690 $ 242,391 $ 244,388 $ 835,469 47 Table of Contents 3. Debt Debt consisted of the following at December 31: 2025 2024 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 Less: current portion of long-term debt ( 942 ) ( 8,438 ) Total long-term debt, net of current portion $ 104,004 $ 127,062 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 Term Loan accrue interest at a per annum rate based on the consolidated total leverage ratio ranging from SOFR plus 8.75 % with a leverage ratio < 3.50 x to SOFR plus 10.75 % with a leverage ratio > 6.25 x. The interest rate was set at SOFR plus 9.75 % through September 2025. At the Company’s option, interest may be paid at the base rate plus 9.75 % with a leverage ratio < 3.50 x to base rate plus 11.75 % with a leverage ratio > 6.25 x where the base rate is the greatest of (1) 3.0 %, (2) Federal Funds rate plus 0.5 %, (3) SOFR plus 1.0 %, or (4) Prime rate. The base rate margin was initially set at base rate plus 10.75 %. In connection with the initial funding of the Term Loan the Company paid to the Term Loan lenders a fee equal to 3.0 % of the Term Loan amount. Covenants and Other Terms The Term Loan contains a maximum total leverage ratio covenant, a maximum capital expenditure covenant, an average liquidity covenant, and other customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees; grant certain liens on assets; pay dividends or make certain other distributions; make certain investments or acquisitions; dispose of certain assets; make payments on certain indebtedness; merge, combine with any other person or liquidate; amend organizational documents; file consolidated tax returns with entities other than the Company and its subsidiaries; make material changes in accounting treatment or reporting practices; enter into certain restrictive agreements; enter into certain hedging agreements; engage in transactions with affiliates; enter into certain employee benefit plans; amend subordinated debt; and other matters customarily included in senior secured loan agreements. The consolidated total leverage ratio covenant 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 Term Loan and certain 48 Table of Contents other documents executed in connection therewith; breach or default of agreements related to material debt; revocation or attempted revocation of guarantees; denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect; certain material judgments; certain events of bankruptcy or insolvency; certain Employee Retirement Income Securities Act events; loss, theft, damage or destruction of collateral; and a change in control of the Company. Certain of the defaults are subject to exceptions, materiality qualifiers, grace periods and baskets customary for credit facilities of this type. Term Loan amortization payments are to be made quarterly in an amount equal to 0.25 % of the original principal balance of the Term Loan, stepping up to 1.25 % from and after June 30, 2027. The Term Loan requires the Company to make mandatory prepayments (subject to reinvestment rights) with the proceeds of certain asset dispositions and upon the receipt of certain extraordinary payments (including, without limitation, insurance or condemnation proceeds, tax refunds, and judgments). In addition, the Company is required to make annual excess cash flow prepayments commencing with fiscal 2026, and mandatory prepayments with proceeds of debt not permitted under the Term Loan. Voluntary prepayment of amounts outstanding under the Term Loan are permitted at any time, subject to a make-whole amount for the first year immediately following the initial funding of the Term Loan, a 4 % premium for the second year and a 2 % premium for the third year and the payment of customary breakage costs, if applicable. In connection with entering into the Term Loan due 2030, the Company issued to affiliates of TCW Management five-year warrants for the purchase of up to an aggregate of 3,934,776 shares of the Company’s common stock, issued in two equal tranches. See Note 5, Fair Value Measurement, for terms of these warrants. Amendment On December 22, 2025, the Company entered into an immaterial amendment to the Term Loan. The amendment enacted certain technical changes in connection with the provision of non-U.S. collateral securing the Term Loan. ABL Revolving Credit Facility On June 27, 2025, the Company and certain of its subsidiaries, as co-borrowers entered into a loan and security agreement (the “ABL Revolving Credit Facility”) with Bank of America, N.A. as agent, and certain financial institutions as lenders, which agreement governs the Company’s revolving credit facility and amends and restates the Company’s Prior Revolving Credit Facility due 2027. The Company and each of its co-borrower subsidiaries are jointly and severally liable for all obligations arising under the ABL Revolving Credit Facility and have granted liens in substantially all of their property to secure their respective obligations under the revolving loan agreement and related documents. The ABL Revolving Credit Facility matures on June 27, 2030, springing to 91 days prior to the maturity of the Term Loan or third-party subordinated debt. In accordance with the terms of the ABL Revolving Credit Facility the Company and the other named borrowers thereunder are entitled (subject to the terms and conditions described therein) to request loans and other financial accommodations in an amount equal to the lesser of $ 115.0 million and a borrowing base composed of accounts receivable and inventory. The ABL Revolving Credit Facility is comprised of a US subfacility of $ 100.0 million and a UK subfacility of $ 15 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. 49 Table of Contents Covenants and Other Terms The ABL Revolving Credit Facility includes a springing minimum fixed charge coverage ratio of 1.0 :1.0, calculated when availability is less than the greater of $ 10.0 million and 10 % of the revolver commitments. The fixed charge coverage ratio is determined with respect to approved obligors only. The ABL Revolving Credit Facility contains customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees; grant liens on assets; pay dividends or make other distributions; make investments or acquisitions; dispose of assets; make payments on certain indebtedness; merge, combine with any other person or liquidate; amend organizational documents; file consolidated tax returns with entities other than the Company and its subsidiaries; make material changes in accounting treatment or reporting practices; enter into restrictive agreements; enter into hedging agreements; engage in transactions with affiliates; enter into certain employee benefit plans; amend subordinated debt; and other matters customarily included in senior secured loan agreements. The ABL Revolving Credit Facility also contains customary reporting and other affirmative covenants. We were in compliance with these covenants as of 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. Amendment On December 22, 2025, the Company entered into an immaterial amendment to the ABL Revolving Credit Facility. The amendment enacted certain technical changes in connection with the provision of non-U.S. collateral securing the ABL Revolving Credit Facility. 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). 50 Table of Contents Repayment and prepayment The Prior Credit Facilities required the Company to make quarterly amortization payments to the Prior Term Loan at an annualized rate of the loans under the Prior Term Loan for every year as follows: 0.25 % from September 30, 2025 through March 31, 2027 and 1.25 % from June 30, 2027 through the last business day of each fiscal quarter ending thereafter. The Prior Credit Facilities also required all outstanding amounts under the Prior Credit Facilities to be repaid in full on the Maturity Date. Until June 28, 2028, voluntary prepayments of the Prior Term Loan were subject to a premium, calculated as a percentage of the obligations so prepaid under the Prior Term Loan, equal to (x) from June 27, 2025 until June 27, 2027, 4.00 %, (y) from June 28, 2026 until June 27, 2028, 2.00 % and (z) thereafter, none . The Prior Term Loan was also subject to an excess cash flow sweep and certain other customary mandatory prepayment requirements. See Note 15, Commitments and Contingencies, for the future minimum principal payments due on long-term debt for the next five years. Foreign Facility During the quarter ended March 31, 2023, we established a credit facility in China consisting of a line of credit which is subject to annual renewal (the "China Credit Facility"). The China Credit Facility was renewed 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 $ 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. Cash Paid for Interest For the twelve months ended December 31, 2025, 2024 and 2023, cash payments for interest were $ 13.3 million, $ 11.7 million and $ 12.8 million, respectively. 4. Intangible Assets Our definite-lived intangible assets were comprised of the following: December 31, 2025 December 31, 2024 Weighted- Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Trademarks/tradenames 30 years $ 6,928 $ ( 4,187 ) $ 2,741 $ 8,182 $ ( 5,251 ) $ 2,931 Customer relationships 15 years 4,979 ( 4,370 ) 609 5,227 ( 4,240 ) 987 $ 11,907 $ ( 8,557 ) $ 3,350 $ 13,409 $ ( 9,491 ) $ 3,918 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. 5. Fair Value Measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. 51 Table of Contents Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. Our financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, pension assets and liabilities. The carrying value of these instruments approximates fair value as a result of the short duration of such instruments or due to the variability of the interest cost associated with such instruments. Recurring Measurements Foreign Currency Forward Exchange Contracts. Our derivative assets and liabilities represent foreign exchange contracts that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk and counterparty credit risk. Based on the utilization of these inputs, the derivative assets and liabilities are classified as Level 2. To manage our risk for transactions denominated in Mexican Pesos, Czech Crown and Ukrainian Hryvnia, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the Consolidated Balance Sheets at fair value. The gains and losses as a result of the changes in fair value of the hedge contract for transactions denominated in Mexican Pesos are deferred in accumulated other comprehensive loss and recognized in cost of revenues in the period the related hedge transactions are settled. As of December 31, 2025, hedge contracts for transactions denominated Czech Crown were not designated as a hedging instruments; therefore, they are marked-to-market and the fair value of agreements is recorded in the Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense and recognized in cost of revenues in the period the related hedge transactions are settled in the Consolidated Statements of Operations. Interest Rate Swaps. To manage our exposure to variable interest rates, we have historically entered into interest rate swaps to exchange, at a specified interval, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. The interest rate swaps 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. 52 Table of Contents The fair values of our financial instruments measured on a recurring basis are categorized as follows: December 31, 2025 December 31, 2024 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Foreign exchange contract designated as hedging instruments $ 1,755 $ — $ 1,755 $ — $ — $ — $ — $ — Foreign exchange contract not designated as hedging instruments $ 106 $ — $ 106 $ — $ — $ — $ — $ — Interest rate swap agreement settled in 2025 $ — $ — $ — $ — $ 1,069 $ — $ 1,069 $ — Liabilities: Foreign exchange contract designated as hedging instruments $ 110 $ — $ 110 $ — $ 5,698 $ — $ 5,698 $ — Foreign exchange contract not designated as hedging instruments $ — $ — $ — $ — $ 53 $ — $ 53 $ — Warrants $ 2,518 $ — $ 2,518 $ — $ — $ — $ — $ — The following table summarizes the notional amount of our open foreign exchange contracts at December 31: 2025 2024 U.S. $ Equivalent U.S. $ Equivalent Fair Value U.S. $ Equivalent U.S. $ Equivalent Fair Value Commitments to buy or sell currencies - Foreign exchange contract designated as hedging instruments $ 52,183 $ 52,956 $ 54,359 $ 55,251 Commitments to buy or sell currencies - Foreign exchange contract not designated as hedging instruments $ 10,994 $ 10,860 $ 4,697 $ 5,023 We consider the impact of our credit risk on the fair value of the contracts, as well as the ability to execute obligations under the contract. 53 Table of Contents The following table summarizes the fair value and presentation of derivatives in the Consolidated Balance Sheets at December 31: Derivative Asset Balance Sheet Location Fair Value 2025 2024 Foreign exchange contract designated as hedging instruments Other current assets $ 1,755 $ — Foreign exchange contract not designated as hedging instruments Other current assets $ 106 $ — Interest rate swap agreement Other current assets $ — $ 1,069 Derivative Liability Balance Sheet Location Fair Value 2025 2024 Foreign exchange contract designated as hedging instruments Accrued liabilities and other $ 110 $ 5,648 Foreign exchange contract designated as hedging instruments Other long-term liabilities $ — $ 50 Foreign exchange contract not designated as hedging instruments Accrued liabilities and other $ — $ 53 Warrants Other long term liabilities $ 2,518 $ — Derivative Equity Balance Sheet Location Fair Value 2025 2024 Foreign exchange contract designated as hedging instruments Accumulated other comprehensive loss $ 3,369 $ ( 2,119 ) Interest rate swap agreements Accumulated other comprehensive loss $ 833 $ 897 The following table summarizes the effect of derivative instruments on the Consolidated Statements of Operations: 2025 2024 Location of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives Foreign exchange contract designated as hedging instruments Cost of revenues $ ( 36 ) $ ( 2,454 ) Settled interest rate swap agreements Interest expense $ 1,564 $ 2,253 Foreign exchange contract not designated as hedging instruments Other (income) expense $ 154 $ 281 We consider the impact of our credit risk on the fair value of the contracts, as well as our ability to honor obligations under the contract. Other Fair Value Measurements The fair value of long-term debt obligations is based on a fair value model utilizing observable inputs. Based on these inputs, our long-term debt fair value as disclosed was classified as Level 2 as of December 31, 2024. As of December 31, 2025, the classification was changed to a Level 3 due to the lack of observable market inputs or comparable instruments. With the 54 Table of Contents 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: December 31, 2025 December 31, 2024 Carrying Amount Fair Value Carrying Amount Fair Value 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 1 Presented in the Consolidated Balance Sheets as the current portion of long-term debt of $ 0.9 million and long-term debt of $ 87.2 million as of December 31, 2025, and current portion of long-term debt of $ 8.4 million and long-term debt of $ 76.6 million as of December 31, 2024. 6. Leases 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 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: Twelve Months Ended December 31, 2025 2024 Operating lease cost $ 12,966 $ 10,289 Finance lease cost: Amortization of right-of-use assets 109 92 Interest on lease liabilities 32 9 Finance lease cost $ 141 $ 101 Short-term lease cost 1 4,262 4,423 Total lease expense $ 17,369 $ 14,813 1. Includes variable lease costs, which are not significant. Supplemental cash flow information related to leases is as follows: Twelve Months Ended December 31, 2025 Twelve Months Ended December 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,579 $ 8,797 Financing cash flows from finance leases $ 132 $ 107 55 Table of Contents Supplemental balance sheet information related to leases is as follows: Balance Sheet Location December 31, 2025 December 31, 2024 Operating Leases Right-of-use assets, net Operating lease right-of-use asset, net $ 36,755 $ 29,931 Current liabilities Current operating lease liabilities 7,914 8,033 Non-current liabilities Long-term operating lease liabilities 29,833 22,795 Total operating lease liabilities $ 37,747 $ 30,828 Finance Leases Right-of-use assets, net Other assets $ 402 $ 97 Current liabilities Accrued liabilities and other 99 57 Non-current liabilities Other long-term liabilities 316 37 Total finance lease liabilities $ 415 $ 94 Weighted Average Remaining Lease Term Operating leases 7.3 years 6.7 years Finance leases 4.0 years 1.7 years Weighted Average Discount Rate Operating leases 12.3 % 12.7 % Finance leases 11.8 % 8.6 % As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. We utilize an incremental borrowing rate, which is reflective of the specific term of the leases and economic environment of each geographic region, and apply a portfolio approach for certain machinery and equipment that have consistent terms in a specific geographic region. Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows: Year Ending December 31, Operating Financing Total 2026 $ 11,790 $ 139 $ 11,929 2027 8,619 117 8,736 2028 6,864 110 6,974 2029 5,505 105 5,610 2030 5,071 37 5,108 Thereafter 19,719 — 19,719 Total lease payments $ 57,568 $ 508 $ 58,076 Less: Imputed interest ( 19,821 ) ( 93 ) ( 19,914 ) Present value of lease liabilities $ 37,747 $ 415 $ 38,162 56 Table of Contents 7. Income Taxes Pre-tax income (loss) consisted of the following for the years ended December 31: 2025 2024 2023 Domestic $ ( 34,858 ) $ ( 20,095 ) $ ( 1,017 ) Foreign 19,121 11,854 29,447 Total $ ( 15,737 ) $ ( 8,241 ) $ 28,430 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 Amount Percent U.S. Federal Statutory Tax Rate $ ( 3,305 ) 21.0 % State and Local Income Tax, Net of Federal 21 ( 0.1 ) % Foreign Tax Effects  China   Statutory Tax Rate Difference 153 ( 1.0 ) %   Research and Development Credit ( 86 ) 0.6 %   Withholding Tax 550 ( 3.5 ) %   Other 268 ( 1.7 ) %  India   Withholding Tax 147 ( 0.9 ) %   Other 77 ( 0.5 ) %  Mexico   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 ) % Tax Credits  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 ) % 57 Table of Contents A reconciliation of income taxes computed at the statutory rates to the reported income tax provision for the years ended December 31 follows: 2024 2023 Federal provision (benefit) at statutory rate $ ( 1,730 ) $ 5,970 U.S./Foreign tax rate differential 604 828 Foreign non-deductible expenses 376 ( 14 ) Foreign tax provision 311 821 State taxes, net of federal benefit ( 337 ) ( 1 ) State tax rate change, net of federal benefit 72 ( 201 ) Change in uncertain tax positions ( 343 ) 209 Change in valuation allowance 28,769 ( 21,750 ) Tax credits ( 1,738 ) ( 2,284 ) Share-based compensation 457 ( 30 ) Executive compensation (IRC 162m) 38 226 Repatriation of foreign earnings 1,237 435 GILTI, net of related foreign tax credit — 142 Other ( 223 ) 446 Provision (benefit) for income taxes $ 27,493 $ ( 15,203 ) The provision (benefit) for income taxes for the years ended December 31 follows: 2025 2024 2023 Current Deferred Total Current Deferred Total Current Deferred Total Federal $ 424 $ — $ 424 $ ( 289 ) $ 19,963 $ 19,674 $ ( 2,157 ) $ ( 18,166 ) $ ( 20,323 ) State and local 27 — 27 56 3,592 3,648 433 ( 3,355 ) ( 2,922 ) Foreign 3,784 505 4,289 3,685 486 4,171 7,220 822 8,042 Total $ 4,235 $ 505 $ 4,740 $ 3,452 $ 24,041 $ 27,493 $ 5,496 $ ( 20,699 ) $ ( 15,203 ) 58 Table of Contents A summary of deferred income tax assets and liabilities as of December 31 follows: 2025 2024 Noncurrent deferred tax assets: Amortization and fixed assets $ 5,271 $ 6,106 Inventories 2,224 2,893 Pension obligations 3,010 2,467 Warranty obligations 193 226 Accrued benefits 739 792 Operating leases 8,878 9,486 Tax credit carryforwards 9,347 8,612 Net operating loss carryforwards 23,032 18,233 Other temporary differences 12,233 8,883 Total noncurrent deferred tax assets $ 64,927 $ 57,698 Valuation allowance ( 41,777 ) ( 35,934 ) Net noncurrent deferred tax assets $ 23,150 $ 21,764 Noncurrent deferred tax liabilities: Amortization and fixed assets $ ( 1,104 ) $ ( 1,132 ) Inventories — ( 59 ) Operating leases ( 9,615 ) ( 9,242 ) Other temporary differences ( 1,228 ) ( 571 ) Total noncurrent tax liabilities ( 11,947 ) ( 11,004 ) Net noncurrent deferred tax liabilities $ ( 11,947 ) $ ( 11,004 ) Total net deferred tax asset $ 11,203 $ 10,760 Deferred taxes are reflected in the Consolidated Balance Sheet as follows: Net non-current deferred tax assets $ 11,349 $ 11,084 Non-current deferred tax liabilities (included in Other long-term liabilities) $ ( 146 ) $ ( 324 ) Total net deferred tax asset $ 11,203 $ 10,760 We assess whether valuation allowances should be established against deferred tax assets based on consideration of all available evidence using a “more likely than not” standard. In making such judgments, the most weight is given to the cumulative three-year income (loss) position as it can be objectively verified. During 2023, the Company reversed the valuation allowance on its U.S. deferred tax assets of $ 22.0 million as the three-year cumulative income position was sufficient to overcome the weight of the negative evidence during the year ended December 31, 2023. During 2024, we recorded a valuation allowance of $ 26.6 million primarily related to establishing a full valuation allowance on our U.S. 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. Activity for the years ended December 31 is as follows (in thousands): 2025 2024 2023 Balance - Beginning of the year $ 35,934 $ 9,340 $ 31,090 Provisions 5,843 26,594 297 Utilizations and reversals — — ( 22,047 ) Balance - End of the year $ 41,777 $ 35,934 $ 9,340 59 Table of Contents As of December 31, 2025, the Company had net operating loss carryforwards of $ 145.8 million, of which $ 33.7 million related to foreign jurisdictions, $ 59.8 million related to U.S. Federal, and $ 52.3 million related to U.S. state jurisdictions, $ 5.2 million of U.S. foreign tax credit carryforwards, and $ 3.8 million of research and development tax credit carryforwards. The carryforward periods for these net operating losses range from five years to indefinite, foreign tax credits begin to expire in 2027, and research and development tax credits begin to expire in 2037. 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. During the year ended December 31, 2025, $ 12.1 million was repatriated from the Company's foreign subsidiaries. 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: 2025 United States - federal $ ( 2,275 ) United States - state and local ( 774 ) International: Czech Republic 1,165  China 1,159 Mexico 503 India 351 Thailand 247  Other foreign ( 112 ) Total income taxes paid, net of refunds $ 264 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. and income tax returns in various states and foreign jurisdictions. In the U.S., we are generally no longer subject to tax assessment for tax years prior to 2018. In our major non-U.S. jurisdictions including China, Czech Republic, Mexico and the United Kingdom, tax years are typically subject to examination for three to five years. As of December 31, 2025, and 2024, we provided a liability of $ 1.0 million and $ 0.9 million, respectively, for unrecognized tax benefits associated with our U.S. federal and state, and foreign jurisdictions. 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. We had $ 0.9 million and $ 0.8 million accrued for the payment of interest and penalties as of December 31, 2025 and December 31, 2024, respectively. Accrued interest and penalties are included in the $ 1.0 million of unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits (including interest and penalties) at December 31 follows: 2025 2024 2023 Balance - Beginning of the year $ 941 $ 1,338 $ 1,089 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 Lapse of statute of limitations — ( 571 ) — Currency translation adjustment ( 40 ) 20 40 Balance - End of the year $ 987 $ 941 $ 1,338 60 Table of Contents 8. Accrued and Other Liabilities Accrued and other liabilities consisted of the following as of December 31: 2025 2024 Compensation and benefits $ 12,208 $ 12,542 Derivative liabilities 110 5,701 Accrued freight 1,856 3,243 Taxes payable 2,980 2,122 Accrued legal and professional fees 1,847 1,694 Customer tooling projects 471 1,259 Warranty costs 1,387 1,207 Other 3,027 4,557 $ 23,886 $ 32,325 9. Defined Contribution Plan, Pension and Other Post-Retirement Benefit Plans Defined Contribution Plan - We sponsor a defined contribution plan covering eligible employees. Eligible employees can contribute on a pre-tax basis to the plan. In accordance with the terms of the 401(k) plan, we elect to match a certain percentage of the participants’ contributions to the plan, as defined. 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 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. The change in benefit obligation, plan assets and funded status as of December 31 is as follows: Non-U.S. Pension Plan 2025 2024 Change in benefit obligation: Benefit obligation — Beginning of the year $ 28,666 $ 32,172 Interest cost 1,573 1,399 Benefits paid ( 2,064 ) ( 1,736 ) Actuarial (gain) loss ( 624 ) ( 2,734 ) Exchange rate changes 2,083 ( 435 ) Benefit obligation at end of the year $ 29,634 $ 28,666 Change in plan assets: Fair value of plan assets — Beginning of the year $ 20,591 $ 23,052 Actual return on plan assets 1,180 ( 1,652 ) Employer contributions 1,563 1,240 Benefits paid ( 2,064 ) ( 1,736 ) Exchange rate changes 1,525 ( 313 ) Fair value of plan assets at end of the year 22,795 20,591 Funded status 1 $ ( 6,839 ) $ ( 8,075 ) 1 Amounts are included in Pension and other post-retirement liabilities in the Consolidated Balance Sheets at December 31, 2025 and 2024. Actuarial Gain - The projected Non-U.S. benefit obligation includes a net gain of $ 0.6 million for the year ended December 31, 2025. 61 Table of Contents The components of net periodic cost (benefit) for the years ended December 31 were as follows: Non-U.S. Pension Plan 2025 2024 2023 Interest cost $ 1,573 $ 1,399 $ 1,418 Expected return on plan assets ( 1,413 ) ( 1,293 ) ( 1,221 ) Amortization of prior service cost 51 50 48 Recognized actuarial loss 944 872 757 Net periodic cost (benefit) $ 1,155 $ 1,028 $ 1,002 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 for the years ended December 31 were as follows: Non-U.S. Pension Plan 2025 2024 2023 Net actuarial loss $ 13,003 $ 13,899 $ 14,165 Prior service cost 504 538 572 $ 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 years ended December 31 were as follows: Non-U.S. Pension Plan 2025 2024 Actuarial (gain) loss $ ( 516 ) $ 205 Amortization of actuarial (loss) gain ( 1,251 ) ( 844 ) Prior service credit ( 68 ) ( 48 ) Total recognized in other comprehensive income (loss) $ ( 1,835 ) $ ( 687 ) Weighted-average assumptions used to determine benefit obligations at December 31 were as follows: Non-U.S. Pension Plan 2025 2024 Discount rate 5.35 % 5.40 % Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31 were as follows: Non-U.S. Pension Plan 2025 2024 2023 Discount rate 5.40 % 4.45 % 4.75 % Expected return on plan assets 6.60 % 5.65 % 5.60 % The rate of return assumptions are based on projected long-term market returns for the various asset classes in which the plans are invested, weighted by the target asset allocations. An incremental amount for active plan asset management and diversification, where appropriate, is included in the rate of return assumption. Our pension plan investment strategy is reviewed periodically, but no less frequently than annually. We employ a total return investment approach whereby a mix of equities, fixed income and real estate investments are intended to maximize the long-term return of plan assets taking into consideration a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. 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. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value and large and small capitalizations. 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 62 Table of Contents 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. Investment risk is measured and monitored on an ongoing basis in light of annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. We expect to contribute approximately $ 1.7 million to our non-U.S. pension plan and our other post-retirement benefit plans in 2026. Our investment allocation target for our non-U.S. pension plan for 2025 and our weighted-average asset allocations of our pension assets for the years ended December 31, by asset category, are as follows: Target Allocation % Actual Allocations % 2025 2024 2025 2024 Cash and cash equivalents — — 1 1 Equity/Balanced securities 29 27 28 26 Fixed income securities 71 73 71 73 100 % 100 % 100 % 100 % The non-U.S. pension plan assets are held in a pooled separate account which represents an insurance contract under which plan assets are administered through pooled funds. The contract portfolio includes cash and cash equivalents, equity/ balanced securities, and fixed income securities. The contract is valued daily based on the market value of the underlying net assets. The majority of the underlying net assets have observable Level 1 and/or 2 quoted pricing inputs which are used to determine the unit value of the contract, which is not publicly quoted and therefore classified as Level 2 of the fair value hierarchy. See Note 1, Significant Accounting Policies, for further detail on fair value hierarchy. The assets within the insurance contract can be described as follows: Equity Securities - Includes common stocks issued by U.S., United Kingdom and other international companies, equity funds that invest in common stocks and unit linked insurance policies. Equity investments generally allow near-term (within 90 days of the measurement date) liquidity and are held in issues that are actively traded to facilitate transactions at minimum cost. Balanced Securities - Includes funds primarily invested in a mix of equity and fixed income securities where the allocations are at the discretion of the investment manager. Investments generally allow near-term (within 90 days of the measurement date) liquidity and are held in issues that are actively traded to facilitate transactions at minimum cost. Fixed Income Securities - Includes U.S. dollar-denominated and United Kingdom and other international marketable bonds and convertible debt securities as well as fixed income funds that invest in these instruments. Investments generally allow near-term liquidity and are held in issues that are actively traded to facilitate transactions at minimum cost. The fair values of our pension plan assets by asset category and by level as described in Note 1, Significant Accounting Policies, for the years ended December 31, 2025 and 2024 are as follows: December 31, 2025 Quoted Prices in Active Markets for Identical Assets Significant Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Insurance contracts and other $ 22,795 $ — $ 22,795 $ — Total pension fund assets $ 22,795 $ — $ 22,795 $ — December 31, 2024 Quoted Prices in Active Markets for Identical Assets Significant Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Insurance contract and other $ 20,591 $ — $ 20,591 $ — Total pension fund assets $ 20,591 $ — $ 20,591 $ — 63 Table of Contents The following table summarizes expected future benefit payments out of our pension and other post-retirement benefit plans: Year Ending December 31, Pension Plans 2026 $ 2,012 2027 $ 2,033 2028 $ 2,087 2029 $ 2,179 2030 to 2035 $ 10,322 10. Performance Awards 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 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. 2023-2024 Performance Stock Awards Settled in Cash – Performance-based stock award 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 number of shares allocated to a participant, the Company’s relative total shareholder return in terms of ranking which can fluctuate as compared to the peer group over the performance period, ROIC performance, and the share price of the Company's stock. Total shareholder return is determined by the percentage change in value (positive or negative) over the applicable measurement period as measured by dividing (A) the sum of the cumulative value of dividends and other distributions paid on the Common Stock for the applicable measurement period and the difference (positive or negative) between each such company’s starting stock price and ending stock price, by (B) the starting stock price. Performance targets are based on relative total shareholder return in terms of ranking as compared to the peer group over the performance period. ROIC is defined as adjusted net income plus interest expense (net of tax), divided by total assets less current liabilities plus current debt. A five -point average is used to calculate the asset denominator. 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. 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 the change in total shareholder return in relation to the peer group. The following table summarizes performance awards granted in the form of cash awards under the equity incentive plans: 64 Table of Contents Amount Adjusted Award Value at December 31, 2024 $ 700 New grants 3,461 Forfeitures ( 551 ) Adjustments ( 2,667 ) Payments — Adjusted Award Value at December 31, 2025 $ 943 The Company generally grants performance awards in the first quarter of each year. Unrecognized compensation expense was $ 1.3 million as of December 31, 2025. 11. Share-Based Compensation The compensation expense for our share-based compensation arrangements (see Restricted Stock Awards below) was $ 3.8 million, $ 3.9 million and $ 3.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. Share-based compensation expense is included in selling, general and administrative expenses in the Consolidated Statements of Operations. Restricted Stock Awards - Restricted stock is a grant of shares of common stock that may not be sold, encumbered or disposed of and that may be forfeited in the event of certain terminations of employment or in the case of the board of directors, a separation for cause, prior to the end of a restricted period set by the compensation committee of the board of directors. Forfeitures are recorded as they occur. A participant granted restricted stock generally has all of the rights of a stockholder, unless the compensation committee determines otherwise. Time-based restricted stock awards generally vest over the three-year period following the date of grant, unless forfeited, and will be paid out in the form of stock at the end of the vesting period. Performance Stock Awards Settled in Stock – Performance-based stock awards have similar restrictions as restricted stock. They vest over the specified period following the date of grant, unless forfeited, and will be paid out in the form of stock at the end of the vesting period if the Company meets the performance targets set at the time the award was granted. Performance targets are based on relative total shareholder return in terms of ranking as compared to the peer group over the performance period and ROIC performance. As of December 31, 2025, there was approximately $ 3.5 million of unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans. This expense is subject to future adjustments and forfeitures and will be recognized on a straight-line basis over the remaining period listed above for each grant. A summary of the status of our restricted stock awards as of December 31, 2025 and changes during the twelve-month period ending December 31, 2025, is presented below: 2025 Shares (in thousands) Weighted- Average Grant-Date Fair Value Non-vested - beginning of year 835 $ 5.02 Granted 2,538 1.33 Vested ( 649 ) ( 4.02 ) Forfeited ( 412 ) 2.27 Non-vested - end of year 2,312 $ 1.75 As of December 31, 2025, a total of 0.3 million shares were available for future grants from the shares authorized for award under our 2020 EIP, including cumulative forfeitures. Repurchase of Common Stock - We did not repurchase any of our common stock on the open market as part of a stock repurchase program during 2025; however, our employees surrendered 158 thousand shares of our common stock to satisfy tax withholding obligations on the vesting of the restricted stock awards. 12. Stockholders’ Equity Common Stock - Our authorized capital stock consists of 60,000,000 shares of common stock with a par value of $ 0.01 per share, with 34,185,682 and 33,694,396 shares were issued and outstanding as of December 31, 2025 and 2024, respectively. 65 Table of Contents Preferred Stock - Our authorized capital stock includes preferred stock of 5,000,000 shares with a par value of $ 0.01 per share, with no shares outstanding as of December 31, 2025 and 2024. Earnings (Loss) Per Share - Basic earnings (loss) per share is determined by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share presented is determined by dividing net income by the weighted average number of common shares and potential common shares outstanding during the period as determined by the treasury stock method. Potential common shares are included in the diluted earnings per share calculation when dilutive. Diluted earnings (loss) per share for years ended December 31, 2025, 2024 and 2023 includes the effects of potential common shares when dilutive and is as follows: 2025 2024 2023 Net income (loss) $ ( 22,781 ) $ ( 27,867 ) $ 49,411 Net income (loss) from continuing operations $ ( 20,477 ) $ ( 35,734 ) $ 43,633 Net income (loss) from discontinued operations $ ( 2,304 ) $ 7,867 $ 5,778 Weighted average number of common shares outstanding (in '000s) 33,836 33,418 33,040 Dilutive effect of restricted stock grants after application of the treasury stock method (in '000s) — — 541 Dilutive shares outstanding 33,836 33,418 33,581 Basic earnings (loss) per share from continuing operations $ ( 0.61 ) $ ( 1.07 ) $ 1.32 Basic earnings (loss) per share from discontinued operations $ ( 0.07 ) $ 0.24 $ 0.18 Diluted earnings (loss) per share from continuing operations $ ( 0.61 ) $ ( 1.07 ) $ 1.30 Diluted earnings (loss) per share from discontinued operations $ ( 0.07 ) $ 0.24 $ 0.17 There were 675 thousand anti-dilutive shares for the year ended December 31, 2025. There were 428 thousand anti-dilutive shares for the year ended December 31, 2024. There were no anti-dilutive shares for the year ended December 31, 2023. 13. Other Comprehensive Income (Loss) The activity for each item of accumulated other comprehensive income (loss) is as follows: Foreign currency items Pension and other post-retirement benefit plans Derivative Instruments Accumulated other comprehensive income (loss) Balance - December 31, 2023 $ ( 23,227 ) $ ( 11,896 ) $ 4,839 $ ( 30,284 ) Net current period change ( 7,435 ) 53 ( 6,262 ) ( 13,644 ) Amounts reclassified into earnings — 384 201 585 Balance - December 31, 2024 $ ( 30,662 ) $ ( 11,459 ) $ ( 1,222 ) $ ( 43,343 ) Net current period change 9,400 1,738 6,952 18,090 Amounts reclassified into earnings — 431 ( 1,528 ) ( 1,097 ) Balance - December 31, 2025 $ ( 21,262 ) $ ( 9,290 ) $ 4,202 $ ( 26,350 ) 66 Table of Contents The related tax effects allocated to each component of other comprehensive income (loss) for the years ended December 31, 2025 and 2024 are as follows: 2025 Before Tax Amount Tax Expense After Tax Amount Net current period change Cumulative translation adjustment $ 9,400 $ — $ 9,400 Net actuarial gain and prior service credit 1,670 68 1,738 Derivative instruments 6,952 — 6,952 Net unrealized gain 18,022 68 18,090 Amounts reclassified into earnings: Actuarial loss and prior service cost 431 — 431 Derivative instruments activity ( 1,528 ) — ( 1,528 ) Net realized gain (loss) ( 1,097 ) — ( 1,097 ) Total other comprehensive income $ 16,925 $ 68 $ 16,993 2024 Before Tax Amount Tax Expense After Tax Amount Net current period change Cumulative translation adjustment $ ( 7,435 ) $ — $ ( 7,435 ) Net actuarial gain and prior service credit ( 108 ) 161 53 Derivative instruments ( 8,294 ) 2,032 ( 6,262 ) Net unrealized gain (loss) ( 15,837 ) 2,193 ( 13,644 ) Amounts reclassified into earnings: Actuarial loss and prior service cost 384 — 384 Derivative instruments activity 299 ( 98 ) 201 Net realized gain (loss) 683 ( 98 ) 585 Total other comprehensive income (loss) $ ( 15,154 ) $ 2,095 $ ( 13,059 ) 14. Cost Reduction and Manufacturing Capacity Rationalization 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 $ 5.5 million expense during the year ended December 31, 2025 related to these programs. The changes in accrued restructuring balances are as follows: Global Seating Global Electrical Systems Trim Systems and Components Corporate/Other Total December 31, 2024 $ 28 $ — $ — $ 360 $ 388 New charges 2,585 1,727 1,037 127 5,476 Payments and other adjustments ( 2,613 ) ( 1,727 ) ( 1,037 ) ( 441 ) ( 5,818 ) December 31, 2025 $ — $ — $ — $ 46 $ 46 Global Seating Global Electrical Systems Trim Systems and Components Corporate/Other Total December 31, 2023 $ — $ — $ 128 $ 983 $ 1,111 New charges 1,546 3,745 5,329 164 10,784 Payments and other adjustments ( 1,518 ) ( 3,745 ) ( 5,457 ) ( 787 ) ( 11,507 ) December 31, 2024 $ 28 $ — $ — $ 360 $ 388 67 Table of Contents 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 . 15. Commitments and Contingencies Leases - As disclosed in Note 6, Leases, we lease office, warehouse and manufacturing space and equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in addition to annual rental fees. As of December 31, 2025, our equipment leases did not provide for any material guarantee of a specified portion of residual values. Guarantees - Costs associated with guarantees are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated. The most likely cost to be incurred is accrued based on an evaluation of available facts; where no amount within a range of estimates is more likely, the minimum is accrued. As of December 31, 2025 and 2024, we had no such guarantees. Litigation - We are subject to various legal proceedings and claims arising in the ordinary course of business, including but not limited to product liability claims, customer and supplier disputes, service provider disputes, examinations by taxing authorities, employment disputes, workers’ compensation claims, unfair labor practice charges, OSHA investigations, intellectual property disputes and environmental claims arising out of the conduct of our businesses. Management believes that the Company maintains adequate insurance and that we have established reserves for issues that are probable and estimable in amounts that are adequate to cover reasonable adverse judgments not covered by insurance. Based upon the information available to management and discussions with legal counsel, it is the opinion of management that the ultimate outcome of the various legal actions and claims that are incidental to our business are not expected to have a material adverse impact on the consolidated financial position, results of operations, equity or cash flows; however, such matters are subject to many uncertainties and the outcomes of individual matters are not predictable with any degree of assurance. Warranty - We are subject to warranty claims for products that fail to perform as expected due to design or manufacturing deficiencies. Depending on the terms under which we supply products to our customers, a customer may hold us responsible for some or all of the repair or replacement costs of defective products when the product supplied did not perform as represented. Our policy is to record provisions for estimated future customer warranty costs based on historical trends and for specific claims. These amounts, as they relate to the years ended December 31, 2025 and 2024, are included within accrued liabilities and other in the accompanying Consolidated Balance Sheets. On July 24, 2023, one of our customers issued a voluntary safety recall related to certain wiper system components supplied by us. On October 6, 2025, one of our customers issued a safety recall related to certain truck cabs produced in our cab manufacturing facility, 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. It is reasonably possible that we will incur additional losses and fees above the amount accrued for warranty claims but we cannot estimate a range of such reasonably possible losses or fees related to these claims at this time. There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts normally accrued. The following presents a summary of the warranty provision for the years ended December 31: 2025 2024 Balance - beginning of the year $ 1,207 $ 1,458 Provision for warranty claims 1,767 1,872 Deduction for payments made and other adjustments ( 1,587 ) ( 2,123 ) Balance - end of year $ 1,387 $ 1,207 68 Table of Contents Debt Payments - As disclosed in Note 3, Debt, the Credit Agreement requires the Company to repay a fixed amount of principal on a quarterly basis and make voluntary prepayments that coincide with certain events. The following table provides future minimum principal payments due on long-term debt for the next five years. The existing long-term debt agreement matures in 2030; no payments are due thereafter: Year Ending December 31, 2026 $ 942 2027 $ 3,691 2028 $ 4,411 2029 $ 4,195 2030 $ 98,126 16. Segment Reporting During the quarter ended March 31, 2025, the Company completed a strategic reorganization of its operations into three segments: Global Seating, Global Electrical Systems, and Trim Systems and Components. The reorganization was designed to enhance alignment with its customers and end markets which will allow the Company to better focus on growth opportunities, capital allocation and enhancing shareholder value. As a result of the strategic reorganization, the prior period amounts have been revised to conform to the Company’s current period presentation. Our President and Chief Executive Officer is the Company’s chief operating decision maker (“CODM”). The CODM uses segment operating income compared to historical results, budgets, and forecasted financial information, in order to assess segment performance and allocate operating and capital resources. During the quarter ended March 31, 2025, the Company revised its method for allocating corporate expenses to segment operating income to better align with how the segments utilize corporate support activities. This change provides the CODM meaningful segment profitability information to support operating decisions and the allocation of resources. The prior period amounts have been revised to conform to the Company’s current period presentation. The Global Seating segment designs, manufactures and sells the following products: • Commercial vehicle seats for the global commercial vehicle markets including heavy duty trucks, medium duty trucks, last mile delivery trucks and vans, construction and agriculture equipment in North America, Europe and Asia-Pacific. This segment includes a portion of the company’s activities in the electric vehicle market. • Seats and components sold into the commercial vehicle channels that provide repair and refurbishing. These channels include Original Equipment Service ("OES") centers and retail distributors, and are spread across North America, Europe and Asia-Pacific. • Office seats primarily sold into the commercial and home office furniture distribution channels in Europe and Asia-Pacific. The Global Electrical Systems segment designs, manufactures and sells the following products: • Cable and harness assemblies for both high and low voltage applications, control boxes, dashboard assemblies and design and engineering for these applications. • The end markets for these products are construction, agricultural, industrial, automotive (both internal combustion and electric vehicles), truck, mining, rail, marine, power generation and the military/defense industries in North America, Europe and Asia-Pacific. The Trim Systems and Components segment designs, manufactures and sells the following products: • Plastic components ("Trim") primarily for the North America commercial vehicle market, MD/HD truck market and power sports markets. • Commercial vehicle accessories including wipers, mirrors, and sensors. These products are sold both as Original Equipment and as repair products. 69 Table of Contents The following tables present financial information for the Company's reportable segments for the periods indicated: For the year ended December 31, 2025 Global Seating Global Electrical Systems Trim Systems and Components Total Revenues $ 287,249 $ 203,186 $ 158,567 $ 649,002 Cost of revenues 251,968 181,694 146,955 580,617 Gross profit 35,281 21,492 11,612 68,385 Selling, general & administrative expenses 27,435 19,443 12,402 59,280 Operating income 1 $ 7,846 $ 2,049 $ ( 790 ) $ 9,105 Corporate and other unallocated costs 2 9,761 Other (income) expense 1,593 Interest expense 13,028 Loss on early extinguishment of debt 460 Loss before provision for income taxes $ ( 15,737 ) Capital expenditures, depreciation and restructuring: Capital expenditures $ 4,036 $ 3,676 $ 2,784 Depreciation expense $ 5,407 $ 4,847 $ 3,262 Restructuring $ 2,585 $ 1,727 $ 1,037 For the year ended December 31, 2024 Global Seating Global Electrical Systems Trim Systems and Components Total Revenues $ 314,682 $ 203,128 $ 205,545 $ 723,355 Cost of revenues 277,131 189,946 183,001 650,078 Gross profit 37,551 13,182 22,544 73,277 Selling, general & administrative expenses 3 33,521 17,742 10,698 61,961 Operating income 1 $ 4,030 $ ( 4,560 ) $ 11,846 $ 11,316 Corporate and other unallocated costs 2 12,074 Other (income) expense ( 2,200 ) Interest expense 9,174 Loss on early extinguishment of debt 509 Income before provision for income taxes $ ( 8,241 ) Capital expenditures, depreciation and restructuring: Capital expenditures $ 5,082 $ 5,421 $ 3,446 Depreciation expense $ 5,186 $ 4,927 $ 3,279 Restructuring $ 1,546 $ 3,745 $ 5,329 70 Table of Contents For the year ended December 31, 2023 Global Seating Global Electrical Systems Trim Systems and Components Total Revenues $ 348,690 $ 242,390 $ 244,389 $ 835,469 Cost of revenues 305,539 202,745 205,911 714,195 Gross profit 43,151 39,645 38,478 121,274 Selling, general & administrative expenses 34,026 17,088 17,399 68,513 Operating income 1 $ 9,125 $ 22,557 $ 21,079 $ 52,761 Corporate and other unallocated costs 2 12,888 Other (income) expense 1,195 Interest expense 10,248 Income before provision for income taxes $ 28,430 Capital expenditures, depreciation and restructuring: Capital expenditures $ 8,067 $ 8,669 $ 1,891 Depreciation expense $ 5,039 $ 4,181 $ 3,396 Restructuring $ 131 $ 8 $ 678 1. Segment operating income includes allocated corporate operating expenses associated with central services such as procurement, quality, logistics, environmental health and safety, information technology, insurance, finance, credit and collections, treasury and human resources. Operating expenses related to corporate headquarter functions are primarily allocated to each segment based on revenue contribution. 2. Unallocated corporate costs include enterprise and governance stewardship which include listing fees, audit fees, compliance costs, insurance costs, Board of Directors fees, and corporate management stock-based compensation expenses. Finally, interest expense, income taxes, and certain other items included in Other (income) expense, which are managed on a consolidated basis, are not allocated to the operating segments. 3. 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: Years Ended December 31, 2025 2024 2023 Revenues Long-lived Assets Revenues Long-lived Assets Revenues Long-lived Assets United States $ 404,502 $ 60,021 $ 504,455 $ 65,957 $ 596,620 $ 67,727 Czech Republic 106,557 6,284 93,106 6,679 102,786 8,583 All other countries 137,943 37,491 125,794 26,253 136,063 23,983 $ 649,002 $ 103,796 $ 723,355 $ 98,889 $ 835,469 $ 100,293 71 Table of Contents 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: Years Ended December 31, Customer Primary Segment 2025 2024 2023 Customer A Global Seats and Trim Systems & Components 13 % 13 % 13 % Customer B Trim Systems & Components 11 % 11 % 10 % 17. Discontinued Operations On July 31, 2024, the Company entered into a purchase agreement to sell its cab structures business with operations in Kings Mountain, North Carolina for approximately $ 40 million. On September 6, 2024, the Company entered into an Amendment to the Purchase Agreement whereby the transaction closed on September 6, 2024 with the Company receiving $ 20 million of the purchase price on September 6, 2024 and $ 20 million (subject to adjustment) on October 1, 2024. The decision to divest this business was part of our strategy to reduce our exposure to the cyclical Class 8 market, lower our customer concentration, remove complexity from our business, and improve our return profile. On October 30, 2024, the Company entered into a purchase agreement to sell its First Source Electronics (FSE) business with operations in Elkridge, Maryland for approximately $ 1.5 million, with a note in the amount of $ 0.5 million and earn out potential of an additional $ 1.5 million subject to certain criteria. The Elkridge facility is the primary manufacturing facility of the Company's Industrial Automation segment. The decision to divest this business was part of our strategy to continually evaluate our portfolio of businesses and product lines for strategic fit and continued investment. We determined that the sale of the cab structures and Industrial Automation businesses represent discontinued operations as they constitute disposals of a product line and an operating segment, respectively, and are a strategic shift that will have a major effect on our operations and financial results (individually and collectively). As a result, we reclassified the related earnings (loss) from continuing operations to earnings (loss) from discontinued operations - net of income taxes on the consolidated statement of earnings (loss) for all the periods presented. No amounts for shared general and administrative operating support expense were allocated to the discontinued operation. The Company has continuing involvement with the cab structures business through a transition services agreement (TSA), pursuant to which the Company and Buyer parties provide certain service to each other for a period of time following the disposition, up to one year. While the transition services are expected to vary in duration depending upon the type of service provided, the Company expects to reduce costs as the transition services are completed. The Company recognized $ 3.2 million of income related to the transition services agreement for the twelve months ended December 31, 2024 , which was presented in Continuing operations, Other (income) expense in the Condensed Consolidated Statements of Operations. The following table provides a reconciliation of the individual discontinued operations to the Condensed Consolidated Statements of Operations for the twelve months ended December 31, 2025 and 2024. Twelve Months Ended December 31, 2025 2024 2023 Income (loss) from discontinued operations, net of tax Cab structures business $ ( 1,836 ) $ 20,078 $ 7,126 Industrial Automation segment ( 468 ) ( 12,211 ) ( 1,348 ) Total income from discontinued operations, net of tax $ ( 2,304 ) $ 7,867 $ 5,778 72 Table of Contents The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Operations attributable to each discontinued operation for the twelve months ended December 31, 2025 and 2024. Twelve Months Ended December 31, 2025 2024 2023 Income (loss) from discontinued operations attributable to Cab structures business: Revenues $ ( 657 ) $ 93,150 $ 120,310 Cost of revenues 878 101,826 110,871 Gross profit ( 1,535 ) ( 8,676 ) 9,439 Selling, general and administrative expenses — — — 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 Provision (benefit) for income taxes of discontinued operations — — 2,313 Earnings (loss) from discontinued operations - before gain on sale of discontinued operations ( 1,836 ) ( 8,676 ) 7,126 Gain on disposition of discontinued operations, net of income taxes — 28,754 — Net income from discontinued operations, net of income taxes $ ( 1,836 ) $ 20,078 $ 7,126 Twelve Months Ended December 31, 2025 2024 2023 Income (loss) from discontinued operations attributable to Industrial Automation segment: Revenues $ ( 150 ) $ 16,468 $ 38,900 Cost of revenues — 17,220 35,707 Gross profit ( 150 ) ( 752 ) 3,193 Selling, general and administrative expenses — 3,355 4,445 Operating loss ( 150 ) ( 4,107 ) ( 1,252 ) Other (income) expense 318 — — Interest expense — 248 443 Loss before provision for income taxes ( 468 ) ( 4,355 ) ( 1,695 ) Provision (benefit) for income taxes of discontinued operations — — ( 347 ) Loss from discontinued operations - before loss on sale of discontinued operations ( 468 ) ( 4,355 ) ( 1,348 ) Loss on disposition of discontinued operations, net of income taxes — ( 7,856 ) — Net loss from discontinued operations, net of income taxes $ ( 468 ) $ ( 12,211 ) $ ( 1,348 ) 73 Table of Contents 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. Net cash provided by operating activities for the twelve months ended December 31, 2025 includes the gain and loss on the respective transactions, as noted above. Twelve Months Ended December 31, 2025 2024 2023 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by (used in) operating activities 306 ( 13,954 ) 8,818 Net cash provided by (used in) investing activities — ( 838 ) ( 749 ) Total cash provided by (used in) discontinued operations $ 306 $ ( 14,792 ) $ 8,069 Supplementary Financial Information Quarterly Results of Operations (Unaudited) 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 business with operations in Elkridge, Maryland. These divestitures represent a strategic shift in CVG's business and, in accordance with U.S. GAAP, qualified as discontinued operations. As a result, the operating results related to the cab structures business and Industrial Automation segment have been reflected as discontinued operations in the Consolidated Statements of Operations. The following tables present our unaudited consolidated quarterly results of operations, including retrospective changes for discontinued operations. This data has been derived from unaudited consolidated financial statements that have been prepared on the same basis as the annual audited consolidated financial statements and, in our opinion, include all normal recurring adjustments necessary for the fair presentation of such information. These unaudited quarterly results should be read in conjunction with our audited consolidated financial statements, included in this report. 74 Table of Contents Three Months Ended March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 (In thousands, except per share amounts) Revenues $ 169,795 $ 171,956 $ 152,489 $ 154,762 Cost of revenues 152,002 152,427 136,446 139,742 Gross profit 17,793 19,529 16,043 15,020 Selling, general and administrative expenses 16,385 18,732 17,104 16,820 Operating income (loss) 1,408 797 (1,061) (1,800) Other (income) expense (72) 427 1,004 234 Interest expense 2,503 2,291 4,068 4,166 Loss on extinguishment of debt — 460 — — Income (loss) before provision for income taxes (1,023) (2,381) (6,133) (6,200) Provision (benefit) for income taxes 2,116 1,725 687 212 Net income (loss) from continuing operations $ (3,139) $ (4,106) $ (6,820) $ (6,412) Net income (loss) from discontinued operations (1,173) (655) (260) (216) Net income (loss) (4,312) (4,761) (7,080) (6,628) Earnings (loss) per common share Basic earnings (loss) per share Income (loss) from continuing operations $ (0.09) $ (0.12) $ (0.20) $ (0.19) Income (loss) from discontinued operations $ (0.03) $ (0.02) $ (0.01) $ (0.01) Diluted earning (loss) per share Income (loss) from continuing operations $ (0.09) $ (0.12) $ (0.20) $ (0.19) Income (loss) from discontinued operations $ (0.03) $ (0.02) $ (0.01) $ (0.01) Weighted average shares outstanding Basic 33,693 33,799 33,885 33,963 Diluted 33,693 33,799 33,885 33,963 75 Table of Contents Three Months Ended March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 (In thousands, except per share amounts) Revenues $ 194,626 $ 193,665 $ 171,772 $ 163,292 Cost of revenues 171,462 173,206 155,351 150,217 Gross profit 23,164 20,459 16,421 13,075 Selling, general and administrative expenses 18,655 19,395 17,481 18,346 Operating income 4,509 1,064 (1,060) (5,271) Other (income) expense 212 206 (1,033) (1,585) Interest expense 2,186 2,417 2,371 2,200 Loss on extinguishment of debt — — — 509 Income before provision for income taxes 2,111 (1,559) (2,398) (6,395) Provision (benefit) for income taxes 665 (260) (1,515) 28,603 Net income from continuing operations $ 1,446 $ (1,299) $ (883) $ (34,998) Net income from discontinued operations 1,492 (301) 10,397 (3,721) Net income 2,938 (1,600) 9,514 (38,719) Earnings per common share Basic earnings per share Income from continuing operations $ 0.05 $ (0.04) $ (0.03) $ (1.04) Income from discontinued operations $ 0.04 $ (0.01) $ 0.31 $ (0.11) Diluted earning per share Income from continuing operations $ 0.05 $ (0.04) $ (0.03) $ (1.04) Income from discontinued operations $ 0.04 $ (0.01) $ 0.31 $ (0.11) Weighted average shares outstanding Basic 33,325 33,393 33,458 33,497 Diluted 33,403 33,393 33,458 33,497 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no disagreements with our independent accountants on matters of accounting and financial disclosures or reportable events.