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Item 1. Financial Statements

2026-05-05 compared with 2025-11-10 · 154 added, 344 removed, 572 unchanged (47% of the section changed)

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands, except per share amounts)

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Selling, general and administrative expenses 19,059 16,385

Operating income (loss) ( 1,061 ) ( 1,060 ) 1,143 4,513

Gain on sale of assets ( 13,957 ) —

Operating income 14,713 1,408

Other (income) expense 886 ( 72 )

Interest expense 4,068 2,371 8,862 6,974

Warrant expense 4,978 —

Loss on extinguishment of debt 1,958 —

Interest expense 4,095 2,503

Income (loss) before provision for income taxes 2,796 ( 1,023 )

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

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CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In thousands, except share and per share amounts)

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Property, plant and equipment, net 62,549 66,638

Intangible assets, net 3,492 3,918

Deferred income taxes 11,969 11,084

Intangible assets, net of accumulated amortization of $ 8,506 and $ 8,557 , respectively

Deferred income taxes, net 11,190 11,349

Other assets, net 58,945 47,050

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

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Non-cash income on derivative contracts ( 215 ) ( 273 )

Non-cash loss on warrants 4,978 —

Gain on sale of assets ( 13,957 ) —

Loss on write-down of Industrial automation segment assets — 8,204

Loss on extinguishment of debt 1,958 —

Gain on sale of cab structures business — ( 28,597 )

Change in other operating items:

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Proceeds from disposal/sale of property, plant and equipment 15,892 —

Proceeds from sale of business — 22,960

Net cash provided by (used in) investing activities 13,239 ( 3,806 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings under Term Loan due 2030 95,000 —

Repayment of Term Loan due 2030 ( 14,868 ) —

Repayment of Prior Term Loan due 2027 ( 85,000 ) ( 26,563 )

Borrowings under prior revolving credit facility — 38,500

Repayment of prior revolving credit facility — ( 18,100 )

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

Repayment under ABL revolving credit facility due 2030 ( 747 ) —

Borrowings under China credit facility 2,897 —

Repayment of China credit facility ( 1,429 ) —

Surrender of shares to pay withholding taxes ( 575 ) —

Debt issuance and amendment costs ( 6,127 ) ( 217 )

Prepayment premium and make-whole interest payment ( 969 ) —

Other financing activities ( 35 ) ( 20 )

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EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH ( 550 ) 337

NET INCREASE (DECREASE) IN CASH 4,696 ( 6,963 )

NET DECREASE IN CASH ( 4,598 ) ( 6,417 )

Beginning of period 33,282 26,630

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Share-based compensation expense ( 994 ) — — 770 — — 770

Net income from continuing operations for the period — — — — 1,446 — 1,446

Net income from discontinued operation for the period — — — — 1,493 — 1,493

Other comprehensive loss — — — — — ( 994 ) ( 994 )

Balance - March 31, 2024 33,325,973 $ 333 $ ( 16,152 ) $ 265,881 $ ( 43,245 ) $ ( 31,278 ) $ 175,539

Share-based compensation expense 117,991 1 ( 18 ) 1,349 — — 1,332

Net loss from continuing operations for the period — — — — ( 3,139 ) — ( 3,139 )

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Other comprehensive loss — — — — — 4,606 4,606

Balance - June 30, 2024 33,443,964 $ 334 $ ( 16,170 ) $ 267,230 $ ( 44,846 ) $ ( 36,941 ) $ 169,607

Share-based compensation expense 50,519 1 ( 39 ) 965 — — 927

Net loss from continuing operations for the period — — — — ( 883 ) — ( 883 )

Net income from discontinued operation for the period — — — — 10,397 — 10,397

Other comprehensive loss — — — — — ( 783 ) ( 783 )

Balance - September 30, 2024 33,494,483 $ 335 $ ( 16,209 ) $ 268,195 $ ( 35,332 ) $ ( 37,724 ) $ 179,265

Balance - March 31, 2025 33,693,402 $ 337 $ ( 16,468 ) $ 269,887 $ ( 78,363 ) $ ( 38,737 ) $ 136,656

Balance - December 31, 2025 34,185,682 $ 342 $ ( 16,706 ) $ 272,903 $ ( 96,832 ) $ ( 26,350 ) $ 133,357

Share-based compensation expense 366,535 4 ( 575 ) 927 — — 356

Net loss from continuing operations for the period — — — — ( 3,139 ) — ( 3,139 )

Net loss from discontinued operation for the period — — — — ( 1,173 ) — ( 1,173 )

Net income from continuing operations for the period — — — — 902 — 902

Other comprehensive income — — — — — ( 3,627 ) ( 3,627 )

Balance - March 31, 2026 34,552,217 $ 346 $ ( 17,281 ) $ 273,830 $ ( 95,930 ) $ ( 29,977 ) $ 130,988

Share-based compensation expense 189,446 2 ( 11 ) 981 — — 972

Stock warrants issued in connection with debt - Note 12 — — — — — — —

Net loss from continuing operations for the period — — — — ( 4,106 ) — ( 4,106 )

Net loss from discontinued operation for the period — — — — ( 655 ) — ( 655 )

Other comprehensive income — — — — — 9,768 9,768

Balance - June 30, 2025 33,882,848 $ 339 $ ( 16,479 ) $ 270,868 $ ( 83,124 ) $ ( 28,969 ) $ 142,635

Share-based compensation expense 77,990 1 ( 91 ) 1,037 — — 947

Net loss from continuing operations for the period — — — — ( 6,820 ) — ( 6,820 )

Net loss from discontinued operation for the period — — — — ( 260 ) — ( 260 )

Other comprehensive income — — — — — 25 25

Balance - September 30, 2025 33,960,838 $ 340 $ ( 16,570 ) $ 271,905 $ ( 90,204 ) $ ( 28,944 ) $ 136,527

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Commercial Vehicle Group, Inc.

and its subsidiaries, is a global provider of systems, assemblies and components to the global commercial vehicle market and the electric vehicle market.

and its subsidiaries, is a global provider of systems, assemblies and components to global commercial vehicle markets and electric vehicle markets.

References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc.

and its subsidiaries.

We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Thailand, India, Australia and Morocco.

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.

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Additionally, certain prior period amounts related to discontinued operations have been reclassified to conform to footnote presentation for the current year, as further described in this section.

During the year ended December 31, 2024, the Company sold its cab structures business with operations in Kings Mountain, North Carolina and its Industrial Automation segment including First Source Electronics (FSE) business with operations in Elkridge, Maryland.

These divestitures represent a strategic shift in CVG's business and, in accordance with U.S.

GAAP, qualified as discontinued operations.

As a result, the operating results related to the cab structures business and Industrial Automation segment have been reflected as discontinued operations in the Consolidated Statements of Operations.

See Note 18, Discontinued Operations, for additional information on the divestitures.

During the quarter ended March 31, 2025, the Company completed a strategic reorganization of its operations into three segments:

Global Seating, Global Electrical Systems, and Trim Systems and Components.

The reorganization was designed to enhance alignment with its customers and end markets which will allow the Company to better focus on growth opportunities, capital allocation and enhancing shareholder value.

As a result of the strategic reorganization, the prior period amounts have been revised to conform to the Company’s current period presentation.

The Company’s Chief Operating Decision Maker, its President and Chief Executive Officer, reviews financial information for these three reportable segments and makes decisions regarding the allocation of resources based on these segments.

See Note 16, Segment Reporting, for more information.

The preparation of financial statements in conformity with GAAP in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.

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Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), and in our current Report on Form 8-K dated August 7, 2025, wherein we retrospectively recast historical segment reporting to reflect our current organizational structure (the "Recast Segment Information").

This report should be read in conjunction with our 2024 Form 10-K and the Recast Segment Information.

This report should be read in conjunction with our 2025 Form 10-K.

In our opinion, these financial statements include all normal and recurring adjustments necessary for a fair presentation.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance.

This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No.

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Disaggregation of Income Statement Expenses.

Additionally, in January 2025, the FASB issued ASU No.

2025-01 to clarify the effective date of ASU No.

This ASU updates financial reporting to require public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

This 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.

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

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

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

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

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

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

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

The amendments make the codification easier to understand and apply.

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

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

Revenue Recognition

We had outstanding customer accounts receivable, net of allowances, of $ 90.6 million as of September 30, 2025 and $ 118.7 million as of December 31, 2024.

We had outstanding customer accounts receivable, net of allowances, of $ 100.9 million as of March 31, 2026 and $ 86.3 million as of December 31, 2025.

We generally do not have material other assets or liabilities associated with customer arrangements.

Revenue Disaggregation - The following is the composition, by product category, of our revenues:

Three Months Ended September 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

Seats $ 67,903 $ — $ — $ 67,903

Electrical wire harnesses, panels and assemblies 804 49,491 — 50,295

Plastic & Trim components — — 26,282 26,282

Mirrors, wipers and controls — — 8,009 8,009

Total $ 68,707 $ 49,491 $ 34,291 $ 152,489

Three Months Ended September 30, 2024

Global Seating Global Electrical Systems Trim Systems and Components Total

Seats $ 75,704 $ — $ — $ 75,704

Electrical wire harnesses, panels and assemblies 939 46,714 — 47,653

Plastic & Trim components — — 37,183 37,183

Mirrors, wipers and controls — — 11,232 11,232

Total $ 76,643 $ 46,714 $ 48,415 $ 171,772

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Global Seating Global Electrical Systems Trim Systems and Components Total

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Total $ 74,505 $ 57,446 $ 39,544 $ 171,495

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

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Debt consisted of the following:

September 30, 2025 December 31, 2024

Term Loan due 2030 $ 94,762 $ —

March 31, 2026 December 31, 2025

Term Loan facility $ 79,658 $ 94,526

ABL Revolving credit facility 16,092 16,839

Prior Term Loan due 2027 — 85,000

Prior Revolver due 2027 — 50,500

Unamortized value of warrants ( 1,875 ) ( 2,370 )

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Short-term debt - China credit facility $ 2,897 1,429

Term Loan Due 2030

Term Loan facility

On June 27, 2025, the Company entered into a $ 95 million secured credit facility (the “Term Loan”) pursuant to a term loan and security agreement with TCW Asset Management Company LLC (“TCW Management”), as administrative agent, and other lender parties thereto.

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amend organizational documents;

file consolidated tax returns

with entities other than the Company and its subsidiaries;

file consolidated tax returns with entities other than the Company and its subsidiaries;

make material changes in accounting treatment or reporting practices;

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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;

The consolidated total leverage ratio covenant did not exceed 7.25 to 1.00 for the quarter ended September 30, 2025;

6.50 to 1.00 for the quarter ended December 31, 2025;

6.00 to 1.00 for the quarter ended March 31, 2026.

The consolidated total leverage ratio covenant may not exceed 5.25 to 1.00 for the quarter ending June 30, 2026;

5.00 to 1.00 for the quarter ending September 30, 2026;

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The Term Loan also contains customary reporting and other affirmative covenants.

We were in compliance with these covenants as of September 30, 2025.

We were in compliance with these covenants as of March 31, 2026.

The Term Loan contains customary events of default, including, without limitation, nonpayment of obligations under the Term Loan when due;

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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;

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;

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The Term Loan requires the Company to make mandatory prepayments (subject to reinvestment rights) with the proceeds of certain asset dispositions and upon the receipt of certain extraordinary payments (including, without limitation, insurance or condemnation proceeds, tax refunds, and judgments).

In addition, the Company is required to make annual excess cash flow prepayments commencing with fiscal 2026, and mandatory prepayments with proceeds of debt not permitted under the Term Loan.

Voluntary prepayment of amounts outstanding under the Term Loan are permitted at any time, subject to a make-whole amount for first year immediately following the initial funding of the Term Loan, a 4 % premium for the second year and a 2 % premium for the third year and the payment of customary breakage costs, if applicable.

In addition, the Company is required to make annual excess cash flow prepayments commencing after fiscal 2026 financial results are final, and mandatory prepayments with proceeds of debt not permitted under the Term Loan.

During the quarter ended March 31, 2026 the Company made a mandatory prepayment of $ 14.6 million as the result of a sale and leaseback transaction.

Voluntary prepayment of amounts outstanding under the Term Loan are permitted at any time, subject to a make-whole amount for the first year immediately following the initial funding of the Term Loan, a 4 % premium for the second year and a 2 % premium for the third year and the payment of customary breakage costs, if applicable.

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

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

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

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

collateral securing the Term Loan.

ABL Revolving Credit Facility

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The ABL Revolving Credit Facility is comprised of a US subfacility of $ 100.0 million and a UK subfacility of $ 15.0 million, in each case subject to availability under the borrowing base.

The US subfacility further has a first-in-last-out tranche equal to the lesser of $ 12.5 million and its borrowing base.

The US s ubfacility 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.

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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.

Amounts outstanding under the ABL Revolving Credit Facility accrue interest at a per annum rate based on SOFR, SONIA or EURIBOR, as applicable for the currency of the loan, with margins based on the average daily availability ranging from 1.50 % if average daily availability is greater than $ 50 million to 2.00 % if average daily availability is less than $ 30 million.

The interest rate was initially set at SOFR plus 1.75 %.

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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 base rate spread ranges from 0.50 % if average daily availability is greater than $ 50 million to 1.00 % if average daily availability is less than $ 30 million.

The Company will pay an unused fee to the lenders equal to 0.25 % per annum of the unused amounts under the ABL Revolving Credit Facility.

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The ABL Revolving Credit Facility also contains customary reporting and other affirmative covenants.

We were in compliance with these covenants as of September 30, 2025.

We were in compliance with these covenants as of March 31, 2026.

The ABL Revolving Credit Facility contains customary events of default, including, without limitation, nonpayment of obligations under the ABL Revolving Credit Facility when due;

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The ABL Revolving Credit Facility requires the borrowers to make mandatory prepayments with the receipt of any proceeds of certain insurance or condemnation awards paid in respect of revolving credit priority collateral.

At September 30, 2025, we had $ 20.2 million of borrowings under the ABL Revolving Credit Facility, outstanding letters of credit of $ 1.1 million and availability of $ 93.7 million (subject to customary borrowing base and other conditions).

Combined with availability under our China Credit Facility (described below) of approximately $ 2.8 million, total consolidated availability was $ 96.5 million at September 30, 2025.

The unamortized deferred financing fees associated with the ABL Revolving Credit Facility of $ 1.9 million and $ 0.8 million as of September 30, 2025 and December 31, 2024, respectively, are being amortized over the remaining life of the ABL Revolving Credit Facility.

At March 31, 2026, we had $ 16.1 million of borrowings under the ABL Revolving Credit Facility, outstanding letters of credit of $ 3.5 million and availability of $ 95.4 million (subject to customary borrowing base and other conditions).

Combined with availability under our China Credit Facility (described below) of approximately $ 4.3 million, total consolidated availability was $ 99.7 million at March 31, 2026.

The unamortized deferred financing fees associated with the ABL Revolving Credit Facility of $ 2.6 million and $ 2.5 million as of March 31, 2026 and December 31, 2025, respectively, are being amortized over the remaining life of the ABL Revolving Credit Facility.

At December 31, 2025, we had $ 16.8 million borrowings under the ABL Revolving Credit Facility and we had outstanding letters of credit of $ 2.1 million.

Prior Credit Facilities due 2027

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

4") to its Prior Credit Facilities, originally dated April 30, 2021, between, among others, Bank of America, N.A.

as administrative agent and other lenders party thereto (the “Lenders”) pursuant to which the Lenders reduced the prior term loan to $ 85 million in aggregate principal amount, reduced the prior revolving credit facility commitments by $ 25 million to an aggregate of $ 125 million in revolving credit facility commitments, and revised the covenant calculation including increasing the maximum consolidated total leverage ratio to 4.25 :1.0 (subject to step-downs).

The Prior Credit Facilities were scheduled to mature on May 12, 2027.

Covenants and other terms

The Prior Term Loan was subject to certain financial covenants:

(a) a minimum consolidated fixed charge coverage ratio of 1.20 :1.0, and (b) a maximum consolidated total leverage ratio of 4.25 :1.0 (which was subject to step-downs to 3.75 :1.0 at the end of the fiscal quarter ending September 30, 2025;

and to 3.00 :1.0 for each fiscal quarter thereafter).

Repayment and prepayment

The 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.

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

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

collateral securing the ABL Revolving Credit Facility.

See Note 15, Commitments and Contingencies, for the future minimum principal payments due on long-term debt for the next five years.

Foreign Facility

During the quarter ended March 31, 2023, we established a credit facility in China consisting of a line of credit which is subject to annual renewal (the "China Credit Facility").

The China Credit Facility was renewed during the quarter ended December 31, 2024, with availability of approximately $ 7.0 million (denominated in the local currency).

During 2023,we established a working capital credit facility in China consisting of a line of credit with contractual maturity of less than one year (the "China Credit Facility").

The Company periodically renews the China Credit Facility;

however, renewal is subject to lender approval and is not contractually committed beyond the current maturity date.

The China Credit Facility was renewed in the quarter ended December 31, 2025, with availability of approximately $ 7.2 million (denominated in the local currency).

We utilize the China Credit Facility to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements of our China operations.

We had $ 4.2 million outstanding borrowings under the China Credit Facility as of September 30, 2025 and no outstanding borrowings as of December 31, 2024.

At September 30, 2025, we had $ 2.8 million of availability under the China Credit Facility.

We had $ 2.9 million outstanding borrowings under the China Credit Facility as of March 31, 2026 and $ 1.4 million outstanding borrowings as of December 31, 2025.

At March 31, 2026, we had $ 4.3 million of availability under the China Credit Facility.

Cash Paid for Interest

For the nine months ended September 30, 2025 and 2024, cash payments for interest were $ 9.5 million and $ 9.0 million, respectively.

For the three months ended March 31, 2026 and 2025, cash payments for interest were $ 3.4 million and $ 2.8 million, respectively.

Intangible Assets

Our definite-lived intangible assets were comprised of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Amount Accumulated

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$ 11,707 $ ( 8,506 ) $ 3,201 $ 11,907 $ ( 8,557 ) $ 3,350

The aggregate intangible asset amortization expense was $ 0.1 million and $ 0.1 million for the three months ended September 30, 2025 and 2024, respectively.

The aggregate intangible asset amortization expense was $ 0.4 million and $ 0.5 million for the nine months ended September 30, 2025 and 2024, respectively.

The aggregate intangible asset amortization expense was $ 0.1 million and $ 0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Fair Value Measurement

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Based on the utilization of these inputs, the derivative assets and liabilities are classified as Level 2.

To manage our risk for transactions denominated in Mexican Pesos and Czech Crown, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the Condensed Consolidated Balance Sheets at fair value.

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 Condensed Consolidated Balance Sheets at fair value.

The gains and losses as a result of the changes in fair value of the hedge contract for transactions denominated in Mexican Pesos are deferred in accumulated other comprehensive loss and recognized in cost of revenues in the period the related hedge transactions are settled.

As of September 30, 2025, hedge contracts for transactions denominated in Czech Crown were not designated as a hedging instruments;

As of March 31, 2026, hedge contracts for transactions denominated in Czech Crown were not designated as hedging instruments;

therefore, they are marked-to-market and the fair value of agreements is recorded in the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense and recognized in cost of revenues in the period the related hedge transactions are settled in the Condensed Consolidated Statements of Operations.

Interest Rate Swaps .

To manage our exposure to variable interest rates, we have historically entered into interest rate swaps to exchange, at a specified interval, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount.

The interest rate swaps are intended to mitigate the impact of rising interest rates on the Company and covered approximately 50 % of outstanding debt under the Prior Term Loan.

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

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

At March 31, 2025, the Company entered into transactions to cash settle existing interest rate swaps and received proceeds of $ 0.6 million.

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

As of March 31, 2025, the Company settled its interest rate swap and received cash proceeds of $ 0.6 million.

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

As of March 31, 2026, 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.

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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.

Upon a refinancing of the Term Loan, the holders of the warrants can require the Company to repurchase up to 50 % of each tranche at a price equal to the per share price of the Company's common stock at the time of repurchase less the exercise price.

The warrants contain anti-dilution adjustments that may result in a change in the number of shares of common stock issuable upon exercise.

The Company also has provided TCW Management with certain information and registration rights, including agreeing to file a registration statement within 45 days to register the resale of the shares underlying the warrants, pursuant to an Investor Rights Agreement.

As of September 30, 2025 the warrants were valued at $ 2.9 million using the Binomial Lattice Model and were recorded in Other long-term liabilities on the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense in the Condensed Consolidated Statements of Operations.

Losses for the three and nine months ended September 30, 2025 were $ 0.3 million.

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 March 31, 2026 the warrants were valued at $ 7.5 million using the Binomial Lattice Model and were recorded in Other long-term liabilities on the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense in the Condensed Consolidated Statements of Operations.

Losses for the three months ended March 31, 2026 were $ 5.0 million.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

1 unchanged sentence

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

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

Foreign exchange contract designated as hedging instruments $ 552 $ — $ 552 $ — $ 110 $ — $ 110 $ —

2 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Equivalent U.S.

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Commitments to buy or sell currencies - Foreign exchange contract not designated as hedging instruments $ 6,907 $ 7,024 $ 10,994 $ 10,860

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.

The following table summarizes the fair value and presentation of financial instruments in the Condensed Consolidated Balance Sheets:

2 unchanged sentences

Location Fair Value

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Foreign exchange contract designated as hedging instruments Other current assets $ 848 $ 1,755

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

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

Derivative Liability

1 unchanged sentence

Location Fair Value

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Foreign exchange contract designated as hedging instruments Accrued liabilities and other $ — $ 110

Foreign exchange contract designated as hedging instruments Other long-term liabilities $ — $ 50

Foreign exchange contracts not designated as hedging instruments Accrued liabilities and other $ 552 $ —

Foreign exchange contracts not designated as hedging instruments Other long-term liabilities $ 68 $ —

Warrants Other long term liabilities $ 7,496 $ 2,518

Derivative Equity

1 unchanged sentence

Location Fair Value

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Foreign exchange contracts designated as hedging instruments Accumulated other comprehensive income (loss) $ 2,020 $ 3,369

Interest rate swap agreements Accumulated other comprehensive income $ 454 $ 833

The following table summarizes the effect of financial instruments on the Condensed Consolidated Statements of Operations:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Location of Gain (Loss) on Derivatives

Recognized in Income (Loss) Amount of Gain (Loss) on Derivatives

Recognized in Income (Loss)

The following table summarizes the effect of derivative instruments on the Condensed Consolidated Statements of Operations:

Three Months Ended March 31,

Location of Gain (Loss)

Recognized on Derivatives Amount of Gain (Loss)

Recognized in Income on Derivatives

Foreign exchange contracts designated as hedging instruments Cost of revenues $ 1,652 $ ( 1,982 )

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The fair value of long-term debt obligations is based on a fair value model utilizing observable inputs.

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

As of September 30, 2025, the classification was changed to a Level 3 due to the lack of observable market inputs or comparable instruments.

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

Based on these inputs, our long-term debt fair value as disclosed was classified as Level 3 as of December 31, 2025 and March 31, 2026 due to the

lack of observable market inputs or comparable instruments.

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

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Amount Fair Value Carrying

Amount Fair Value

Term Loan due 2030 1

$ 74,580 $ 74,580 $ 88,106 $ 88,106

Prior Term Loan due 2027 1

$ — $ — $ 85,000 $ 84,363

Revolving credit facility $ 16,092 $ 16,092 $ 16,839 $ 16,839

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 0.9 million and long-term debt of $ 87.0 million as of September 30, 2025 and current portion of long-term debt of $ 8.4 million and long-term debt of $ 76.6 million as of December 31, 2024.

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 0.9 million and long-term debt of $ 73.6 million as of March 31, 2026 and current portion of long-term debt of $ 0.9 million and long-term debt of $ 87.2 million as of December 31, 2025.

The components of lease expense are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Operating lease cost

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Short-term lease cost

961 1,259 3,158 3,211

Total lease expense $ 4,588 $ 4,263

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Location September 30, 2025 December 31, 2024

Balance Sheet Location March 31, 2026 December 31, 2025

Operating Leases

Right-of-use assets, net Other assets, net 1

$ 48,542 $ 36,755

Current liabilities Accrued liabilities and other 8,502 7,914

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Total finance lease liabilities $ 383 $ 415

Cash payments on operating leases were $ 8.7 million and $ 7.3 million for the nine months ended September 30, 2025 and 2024, respectively.

1 Includes $ 12.7 million for the Vonore, TN operating lease that commenced on March 27, 2026.

Cash payments on operating leases were $ 3.2 million and $ 2.8 million for the three months ended March 31, 2026 and 2025, respectively.

Anticipated future lease costs, which are based in part on certain assumptions to approximate annual rental commitments under non-cancelable leases, are as follows:

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Present value of lease liabilities $ 49,725 $ 383 $ 50,108

We recorded a $ 0.7 million tax provision, or ( 11 )% effective tax rate for the three months ended September 30, 2025, and $ 4.5 million tax provision, or ( 47 )% effective tax rate for the nine months ended September 30, 2025 , compared to a $ 1.5 million tax benefit, or 63 % effective tax rate for the three months ended September 30, 2024, and 1.1 million tax benefit, or 60 % effective tax rate for the nine months ended September 30, 2024.

We recorded a $ 1.9 million tax provision, or 68 % effective tax rate for the three months ended March 31, 2026, compared to a $ 2.1 million tax provision, or ( 207 )% effective tax rate for the three months ended March 31, 2025.

The effective tax rate is impacted by the mix of the Company's profitable foreign operations and losses in the US while maintaining its full valuation allowance position on U.S.

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To the extent that actual 2026 pretax results for U.S.

and foreign income or loss vary from estimates, the actual income tax expense recognized in 2025 could be different from the forecasted amount used to estimate the income tax expense for the three and nine months ended September 30, 2025.

For the nine months ended September 30, 2025 and 2024, cash paid for taxes, net of refunds received, were $ 2.6 million and $ 6.4 million, respectively.

and foreign income or loss vary from estimates, the actual income tax expense recognized in 2026 could be different from the forecasted amount used to estimate the income tax expense for the three months ended March 31, 2026.

For the three months ended March 31, 2026 and 2025, cash paid for taxes, net of refunds received, were $ 1.1 million and $ 0.8 million, respectively.

Pension and Other Post-Retirement Benefit Plans

The components of net periodic (benefit) cost related to pension and other post-retirement benefit plans is as follows:

Three Months Ended September 30,

Interest cost $ 403 $ 366

Expected return on plan assets ( 362 ) ( 334 )

Amortization of prior service cost 13 13

Recognized actuarial loss 242 211

Net cost $ 296 $ 256

Nine Months Ended September 30,

Three Months Ended March 31,

Interest cost $ 380 $ 384

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Performance Awards

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

2014 Equity Incentive Plan (the “2014 EIP”) and the Commercial Vehicle Group, Inc.

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

Effective May 15, 2025, the stockholders of the Company approved the amended and restated Commercial Vehicle Group, Inc.

2020 Equity Incentive Plan.

2025 Performance Stock Awards Settled in Cash – Performance-based stock award settled in cash is a grant that is earned and payable in cash.

The total amount payable as of the award's vesting date is determined based upon the greater of either EBITDA performance or stock price performance.

The EBITDA component is measured at the end of each year (the “EBITDA Performance Period”) and weighted as 1/3 of the potential EBITDA payout for the performance period.

EBITDA, for any period means Earnings Before Interest, Taxes, Depreciation, and Amortization, a financial metric that measures the Company's operational profitability by excluding non-operating expenses and non-cash items.

The stock price component will be measured during the last 18 months of the award (the “Stock Price Performance Period”).

The Stock Price Performance Period for the 2025 award is July 1, 2026 through December 31, 2027.

These awards are payable at the end of the performance period in cash if the employee is employed through the end of the performance period and the performance measures have been met.

If the employee is not employed during the entire performance period, the award is forfeited.

These grants are accounted for as cash settlement awards for which the fair value of the award fluctuates based on either EBITDA performance or stock price performance.

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

2020 Equity Incentive Plan (the “Amended and Restated 2020 EIP”).

Effective May 15, 2025, the stockholders of the Company approved the Amended and Restated 2020 Equity Incentive Plan.

The following table summarizes performance awards granted in the form of cash awards under the equity incentive plans:

Adjusted Award Value at December 31, 2025 $ 943

New grants 3,461

Forfeitures ( 124 )

Adjustments 607

Adjusted Award Value at September 30, 2025 $ 1,238

Unrecognized compensation expense was $ 2.2 million and $ 0.9 million as of September 30, 2025 and 2024, respectively.

Payments ( 300 )

Adjusted Award Value at March 31, 2026 $ 1,126

Unrecognized compensation expense was $ 1.6 million and $ 0.2 million as of March 31, 2026 and 2025, respectively.

Share-Based Compensation

The company's outstanding share-based compensation is comprised solely of restricted stock awards and performance stock awards to be settled in stock.

As of September 30, 2025, there was approximately $ 4.4 million of unrecognized compensation expense related to unvested share-based compensation arrangements granted under our equity incentive plans.

As of March 31, 2026, there was approximately $ 4.0 million of unrecognized compensation expense related to unvested share-based compensation arrangements granted under our equity incentive plans.

This expense is subject to future adjustments and forfeitures and will be recognized on a straight-line basis over the remaining period listed above for each grant.

At the Annual Meeting of Stockholders of Commercial Vehicle Group, Inc., held on May 15, 2025, the stockholders of the Company approved increasing the number of shares available by 1.8 million shares pursuant to the amended and restated Commercial Vehicle Group, Inc.

2020 Equity Incentive Plan.

A summary of the status of our restricted stock awards as of September 30, 2025 and changes during the nine months ended September 30, 2025, are presented below:

A summary of the status of our restricted stock awards as of March 31, 2026 and changes during the three months ended March 31, 2026, are presented below:

(in thousands) Weighted-

Unvested - December 31, 2025 2,312 $ 1.75

Granted 2,538 1.33

Vested ( 536 ) ( 1.34 )

Forfeited ( 22 ) 1.23

Unvested - September 30, 2025 2,637 $ 2.16

As of September 30, 2025, a total of 0.3 million shares were available for future grants from the shares authorized for award under our amended and restated 2020 Equity Incentive Plan, including cumulative forfeitures.

Unvested - March 31, 2026 1,754 $ 1.88

As of March 31, 2026, a total of 0.4 million shares were available for future grants from the shares authorized for award under our amended and restated 2020 Equity Incentive Plan, including cumulative forfeitures.

Stockholders’ Equity

Common Stock — Our authorized capital stock consists of 60,000,000 shares of common stock with a par value of $ 0.01 per share;

of which, 33,960,838 and 33,694,396 shares were issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

Preferred Stock — Our authorized capital stock also consists of 5,000,000 shares of preferred stock with a par value of $ 0.01 per share, with no preferred shares outstanding as of September 30, 2025 and December 31, 2024.

of which, 34,552,217 and 34,185,682 shares were issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Earnings (Loss) Per Share — Basic earnings (loss) per share is determined by dividing net income (loss) by the weighted average number of common shares outstanding during the year.

Diluted earnings (loss) per share presented is determined by dividing net income (loss) by the weighted average number of common shares and potential common shares outstanding during the period as determined by the treasury stock method.

Diluted earnings (loss) per share presented is determined by

dividing net income (loss) by the weighted average number of common shares and potential common shares outstanding during the period as determined by the treasury stock method.

Potential common shares are included in the diluted earnings per share calculation when dilutive.

Diluted earnings (loss) per share for the three and nine months ended September 30, 2025 and 2024 includes the effect of potential common shares issuable when dilutive, and is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Diluted earnings (loss) per share for the three months ended March 31, 2026 and 2025 includes the effect of potential common shares issuable when dilutive, and is as follows:

Three Months Ended March 31,

Net income (loss) $ 902 $ ( 4,312 )

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Diluted earnings (loss) per share from discontinued operations $ — $ ( 0.03 )

There were no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings (loss) per share for the three months ended September 30, 2025 and 733 thousand outstanding restricted shares awarded were excluded from the calculation of diluted earnings (loss) per share for the three months ended September 30, 2024.

There were no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2025 and 409 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2024.

There were 262 thousand outstanding shares of restricted stock awarded that were excluded from the calculation of diluted earnings (loss) per share for the three months ended March 31, 2026 and 646 thousand outstanding shares of restricted stock awarded that were excluded from the calculation of diluted earnings (loss) per share for the three months ended March 31, 2025.

Other Comprehensive Income (Loss)

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Amounts reclassified into earnings — 96 ( 2,030 ) ( 1,934 )

Balance - September 30, 2025 $ ( 22,151 ) $ ( 11,343 ) $ 4,550 $ ( 28,944 )

Balance - March 31, 2026 $ ( 22,998 ) $ ( 9,453 ) $ 2,474 $ ( 29,977 )

currency translation adjustment Pension and

6 unchanged sentences

Amounts reclassified into earnings — 103 1,625 1,728

Balance - September 30, 2024 $ ( 24,384 ) $ ( 12,578 ) $ ( 762 ) $ ( 37,724 )

Balance - March 31, 2025 $ ( 28,067 ) $ ( 11,509 ) $ 839 $ ( 38,737 )

The related tax effects allocated to each component of other comprehensive income (loss) are as follows:

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

Amount Tax Expense After Tax Amount Before Tax

Three Months Ended March 31, 2026

Amount Tax Expense After Tax Amount

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Total other comprehensive income (loss) $ ( 3,627 ) $ — $ ( 3,627 )

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Amount Tax Expense After Tax

Amount Before Tax

Three Months Ended March 31, 2025

Amount Tax Expense After Tax

9 unchanged sentences

Total other comprehensive income (loss) $ 5,410 $ ( 804 ) $ 4,606

As of September 30, 2025, the Company estimates that net pre-tax derivative income of $ 2.7 million included in accumulated other comprehensive income (loss) will be reclassified into earnings within the next 12 months.

As of March 31, 2026, the Company estimates that net pre-tax derivative income of $ 0.4 million i ncluded in accumulated other comprehensive income (loss) will be reclassified into earnings within the next 12 months.

Cost Reduction and Manufacturing Capacity Rationalization

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March 31, 2026 $ 164 $ — $ — $ — $ 164

New charges 358 $ 539 $ 243 — 1,140

Payments and other adjustments ( 358 ) $ ( 539 ) $ ( 243 ) ( 133 ) ( 1,273 )

June 30, 2025 $ — $ — $ — $ 225 $ 225

New charges 1,534 $ 549 $ 620 — 2,703

Payments and other adjustments ( 1,534 ) $ ( 549 ) $ ( 620 ) ( 97 ) ( 2,800 )

September 30, 2025 $ — $ — $ — $ 128 $ 128

Global Seating Global Electrical Systems Trim Systems and Components Corporate/

3 unchanged sentences

March 31, 2025 $ — $ — $ — $ 358 $ 358

New charges 762 1,379 1,634 — 3,775

Payments and other adjustments ( 766 ) ( 1,379 ) ( 1,634 ) ( 97 ) ( 3,876 )

June 30, 2024 $ 124 $ — $ — $ 510 $ 634

New charges 778 1,275 2,164 — 4,217

Payments and other adjustments ( 902 ) ( 1,275 ) ( 2,164 ) ( 81 ) ( 4,422 )

September 30, 2024 $ — $ — $ — $ 429 $ 429

Of the $ 2.7 million costs incurred in the three months ended September 30, 2025 for restructuring, $ 2.2 million related to headcount reductions and $ 0.5 million related to facility exit and other costs.

Of the $ 2.7 million costs incurred, $ 2.4 million were recorded in cost of revenue and $ 0.3 million were recorded in selling, general and administrative expenses.

Of the $ 4.5 million costs incurred in the nine months ended September 30, 2025 for restructuring, $ 4.1 million related to headcount reductions and $ 0.5 million related to facility exit and other costs.

Of the $ 4.5 million costs incurred, $ 4.0 million were recorded in cost of revenues and $ 0.5 million were recorded in selling, general and administrative expenses.

Of the $ 4.2 million costs incurred in the three months ended September 30, 2024 for restructuring, $ 2.8 million related to headcount reductions and $ 1.4 million related to facility exit and other costs.

Of the $ 1.2 million costs incurred in the three months ended March 31, 2026 for restructuring, $ 1.2 million related to headcount reductions and zero related to facility exit and other costs.

Of the $ 1.2 million costs incurred, $ 1.2 million were recorded in cost of revenue .

All of the $ 0.7 million costs incurred in the three months ended March 31, 2025 for restructuring related to headcount reductions.

Of the $ 0.7 million costs incurred, $ 0.5 million were recorded in cost of revenues and $ 0.2 million were recorded in selling, general and administrative expenses .

Of the $ 9.8 million costs incurred in the nine months ended September 30, 2024 for restructuring, $ 7.7 million related to headcount reductions and $ 2.1 million related to facility exit and other costs.

Of the $ 9.8 million costs incurred, $ 8.6 million were recorded in cost of revenue and $ 1.2 million were recorded in selling, general and administrative expenses.

Commitments and Contingencies

Leases - As disclosed in Note 7, Leases, we lease office, warehouse and manufacturing space and equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in

addition to annual rental fees.

As of September 30, 2025, our equipment leases did not provide for any material guarantee of a specified portion of residual values.

As of March 31, 2026, 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.

1 unchanged sentence

where no amount within a range of estimates is more likely, the minimum is accrued.

As of September 30, 2025 and 2024, we had no such guarantees.

As of March 31, 2026 and 2025, we had no such guarantees.

Litigation - We are subject to various legal proceedings and claims arising in the ordinary course of business, including but not limited to product liability claims, customer and supplier disputes, service provider disputes, examinations by taxing authorities, employment disputes, workers’ compensation claims, unfair labor practice charges, OSHA investigations, intellectual property disputes and environmental claims arising out of the conduct of our businesses.

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Our policy is to record provisions for estimated future customer warranty costs based on historical trends and for specific claims.

These amounts, as they relate to the periods ended September 30, 2025 and December 31, 2024, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

These amounts, as they relate to the periods ended March 31, 2026 and December 31, 2025, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

On July 24, 2023, one of our customers issued a voluntary safety recall related to certain wiper system components supplied by us.

On October 6, 2025, one of our customers issued a safety recall related to certain truck cabs produced in our cab manufacturing facility, such facility was sold during 2024 and reported as discontinued operations.

On October 6, 2025, one of our customers issued a safety recall related to certain truck cabs produced in our cab manufacturing facility.

The facility was sold during 2024 and reported as discontinued operations.

To the extent a loss occurs that is attributed to us, we believe that we have reasonable levels of insurance coverage to mitigate recall exposure risk.

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There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts normally accrued.

The following presents a summary of the warranty provision for the nine months ended September 30, 2025:

The following presents a summary of the warranty provision for the three months ended March 31, 2026:

Balance - December 31, 2025 $ 1,387

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Deduction for payments made and other adjustments ( 330 )

Balance - September 30, 2025 $ 1,561

Balance - March 31, 2026 $ 1,255

Debt Payments - As disclosed in Note 4, Debt, the Term Loan requires the Company to repay a fixed amount of principal on a quarterly basis and make voluntary prepayments that coincide with certain events.

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Remainder of 2026 $ 596

Thereafter $ 101,512

2030 and thereafter $ 84,765

Segment Reporting

During the quarter ended March 31, 2025, the Company completed a strategic reorganization of its operations into three segments:

Global Seating, Global Electrical Systems, and Trim Systems and Components.

As a result of the strategic reorganization, the prior period amounts have been revised to conform to the Company’s current period presentation.

Our President and Chief Executive Officer is the Company’s chief operating decision maker (“CODM”).

The CODM uses segment operating income compared to historical results, budgets, and forecasted financial information, in order to assess segment performance and allocate operating and capital resources.

During the quarter ended March 31, 2025, the Company revised its method for allocating corporate expenses to segment operating income to better align with how the segments utilize corporate support activities.

This change provides the CODM meaningful segment profitability information to support operating decisions and the allocation of resources.

The prior period amounts have been revised to conform to the Company’s current period presentation.

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

The products produced by each of our segments are more specifically described below.

The Global Seating segment designs, manufactures and sells the following products:

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

Three Months Ended September 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

Revenues $ 68,707 $ 49,491 $ 34,291 $ 152,489

Cost of revenues 60,191 44,170 32,085 136,446

Gross profit 8,516 5,321 2,206 16,043

Selling, general & administrative expenses 7,108 4,483 3,136 14,727

Operating income (loss) 1

$ 1,408 $ 838 $ ( 930 ) $ 1,316

Corporate and other unallocated costs 2

Other (income) expense 1,004

Interest expense 4,068

Loss before provision for income taxes $ ( 6,133 )

Three Months Ended September 30, 2024

Global Seating Global Electrical Systems Trim Systems and Components Total

Revenues $ 76,643 $ 46,714 $ 48,415 $ 171,772

Cost of revenues 68,924 43,721 42,706 155,351

Gross profit 7,719 2,993 5,709 16,421

Selling, general & administrative expenses 3

9,259 4,468 262 13,989

Operating income (loss) 1

$ ( 1,540 ) $ ( 1,475 ) $ 5,447 $ 2,432

Corporate and other unallocated costs 2

Other (income) expense ( 1,033 )

Interest expense 2,371

Loss before provision for income taxes $ ( 2,398 )

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Global Seating Global Electrical Systems Trim Systems and Components Total

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Selling, general & administrative expenses 7,366 5,784 3,714 16,864

Gain on sale of assets ( 13,716 ) — — ( 13,716 )

Operating income (loss) 1

2 unchanged sentences

Other (income) expense 886

Interest expense 8,862

Warrant expense 4,978

Loss on early extinguishment of debt 1,958

Loss before provision for income taxes

Nine Months Ended September 30, 2024

Interest expense 4,095

Income before provision for income taxes $ 2,796

Three Months Ended March 31, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

3 unchanged sentences

Selling, general & administrative expenses 6,378 4,306 3,177 13,861

25,628 13,373 7,285 46,286

Operating income (loss) 1

8 unchanged sentences

Finally, interest expense, income taxes, and certain other items included in Other (income) expense, which are managed on a consolidated basis, are not allocated to the operating segments.

For the three and nine months ended September 30, 2024, a $ 3.5 million gain on the sale of a building was previously reported on a full year basis in the Recast Segment Information in the selling, general and administrative expenses of the Global Seating segment and has been reclassified to the Trim Systems and Components segment herein.

The reclassification is immaterial to the Company's consolidated financial statements and had no effect on the consolidated balance sheet, statement of operations or statement of cash flows as previously reported.

Other Financial Information

Items reported in inventories consisted of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Raw materials $ 93,365 $ 89,534

3 unchanged sentences

Items reported in property, plant, and equipment, net consisted of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Land and buildings $ 25,254 $ 29,687

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Items reported in accrued expenses and other liabilities consisted of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Compensation and benefits $ 16,415 $ 12,208

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Discontinued Operations

On July 31, 2024, the Company entered into a purchase agreement to sell its cab structures business with operations in Kings Mountain, North Carolina for approximately $ 40 million.

On September 6, 2024, the Company entered into an Amendment to the Purchase Agreement whereby the transaction closed on September 6, 2024 with the Company receiving $ 20 million of the purchase price on September 6, 2024 and $ 20 million (subject to adjustment) on October 1, 2024.

The decision to divest this business was part of our strategy to reduce our exposure to the cyclical Class 8 market, lower our customer concentration, remove complexity from our business, and improve our return profile.

On October 30, 2024, the Company entered into a purchase agreement to sell its First Source Electronics (FSE) business with operations in Elkridge, Maryland for approximately $ 1.5 million, with a note in the amount of $ 0.5 million and earn out potential of an additional $ 1.5 million subject to certain criteria.

The Elkridge facility was the primary manufacturing facility of

the Company's Industrial Automation segment.

The decision to divest this business was part of our strategy to continually evaluate our portfolio of businesses and product lines for strategic fit and continued investment.

We determined that the sale of the cab structures and Industrial Automation businesses represent discontinued operations as they constitute disposals of a product line and an operating segment, respectively, and are a strategic shift that will have a major effect on our operations and financial results (individually and collectively).

As a result, we reclassified the related earnings (loss) from continuing operations to earnings (loss) from discontinued operations - net of income taxes on the consolidated statement of earnings (loss) for all the periods presented.

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

The Company has continuing involvement with the cab structures business through a transition services agreement (TSA), pursuant to which the Company and Buyer parties provide certain service to each other for a period of time following the disposition, up to one year.

While the transition services are expected to vary in duration depending upon the type of service provided, the Company expects to reduce costs as the transition services are completed.

The Company recognized $ 0.4 million of income related to the transition services agreement for the nine months ended September 30, 2025, which was presented in Continuing operations, Other (income) expense in the Condensed Consolidated Statements of Operations.

The following table provides a reconciliation of the individual discontinued operations to the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table provides a reconciliation of the individual discontinued operations to the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,

Income (loss) from discontinued operations, net of tax

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Total income (loss) from discontinued operations, net of tax $ — $ ( 1,173 )

The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Operations attributable to each discontinued operation for the three and nine months ended September 30, 2025 and 2024.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Income (loss) from discontinued operations attributable to Cab structures business:

Revenues $ — $ 24,795 $ ( 657 ) $ 89,187

Cost of revenues — 33,627 878 93,367

Gross profit — ( 8,832 ) ( 1,535 ) ( 4,180 )

Selling, general and administrative expenses — — — —

Operating income (loss) — ( 8,832 ) ( 1,535 ) ( 4,180 )

Other (income) expense 85 — 85 —

Income (loss) before provision for income taxes ( 85 ) ( 8,832 ) ( 1,620 ) ( 4,180 )

Provision (benefit) for income taxes of discontinued operations — ( 425 ) — 714

Earnings (loss) from discontinued operations - before gain on sale of discontinued operations ( 85 ) ( 8,407 ) ( 1,620 ) ( 4,894 )

Gain on disposition of discontinued operations, net of income taxes — 27,221 — 27,221

Net income (loss) from discontinued operations, net of income taxes $ ( 85 ) $ 18,814 $ ( 1,620 ) $ 22,327

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Income (loss) from discontinued operations attributable to Industrial Automation segment:

Revenues $ — $ 5,350 $ ( 150 ) $ 14,641

Cost of revenues — 5,185 — 15,107

Gross profit — 165 ( 150 ) ( 466 )

Selling, general and administrative expenses — 747 — 3,009

Operating income (loss) — ( 582 ) ( 150 ) ( 3,475 )

Other (income) expense 175 — 318 —

Interest expense — 64 — 201

Income (loss) before provision for income taxes ( 175 ) ( 646 ) ( 468 ) ( 3,676 )

Provision (benefit) for income taxes of discontinued operations — ( 38 ) — ( 746 )

Earnings (loss) from discontinued operations - before gain on sale of discontinued operations ( 175 ) ( 608 ) ( 468 ) ( 2,930 )

Loss on disposition of discontinued operations, net of income taxes — ( 7,809 ) — ( 7,809 )

Net income (loss) from discontinued operations, net of income taxes $ ( 175 ) $ ( 8,417 ) $ ( 468 ) $ ( 10,739 )

Total net income (loss) from discontinued operations, net of income taxes $ ( 260 ) $ 10,397 $ ( 2,088 ) $ 11,588

The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Cash Flows attributable to discontinued operations for the nine months ended September 30, 2025 and 2024.

Nine Months Ended September 30,

CASH FLOWS FROM DISCONTINUED OPERATIONS:

Net cash provided by operating activities $ 306 $ ( 4,567 )

Net cash used in investing activities — ( 838 )

Total cash provided by discontinued operations $ 306 $ ( 5,405 )

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

What changed 10-Q

Item 1. Financial Statements