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Item 1. Financial Statements

2026-08-03 compared with 2026-05-05 · 214 added, 111 removed, 615 unchanged (35% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands, except per share amounts)

4 unchanged sentences

Gain on sale of assets — — ( 13,957 ) —

Operating income 14,713 1,408

Operating income (loss) 1,557 797 16,270 2,205

Other (income) expense 893 427 1,782 355

21 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

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

Net loss $ ( 10,242 ) $ ( 4,761 ) $ ( 9,340 ) $ ( 9,073 )

Other comprehensive income (loss):

8 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(In thousands, except share and per share amounts)

38 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

1 unchanged sentence

Net income (loss) $ ( 9,340 ) $ ( 9,073 )

Adjustments to reconcile net income to cash flows from operating activities from continuing operations:

Adjustments to reconcile net loss to cash flows from operating activities from continuing operations:

Depreciation and amortization 7,487 7,235

1 unchanged sentence

Share-based compensation expense 2,456 1,751

Deferred income taxes — ( 292 )

Non-cash income on derivative contracts ( 356 ) ( 820 )

2 unchanged sentences

Loss on extinguishment of debt 2,987 460

Recall expense - discontinued operations 1,500 —

Change in other operating items:

3 unchanged sentences

Accounts payable 27,131 2,096

Accrued liabilities 12,050 ( 4,503 )

Other operating activities, net 4,079 13,867

Net cash provided by (used in) operating activities ( 1,561 ) 15,172

Net cash provided by operating activities 123 34,041

CASH FLOWS FROM INVESTING ACTIVITIES:

3 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from at-the-market offering program 11,818 —

At-the-market offering issuance costs ( 237 ) —

Borrowings under Term Loan due 2030 — 95,000

Repayment of Term Loan due 2030 ( 26,224 ) ( 85,000 )

Repayment of prior revolving credit facility — ( 50,500 )

Borrowings under ABL revolving credit facility due 2030 8,662 30,300

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

2 unchanged sentences

Surrender of shares to pay withholding taxes ( 597 ) ( 10 )

Debt issuance and amendment costs — ( 6,127 )

Prepayment premium and make-whole interest payment ( 1,414 ) —

2 unchanged sentences

EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH ( 549 ) 2,109

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

NET INCREASE IN CASH 2,670 18,660

Beginning of period 33,282 26,630

11 unchanged sentences

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

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

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

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

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

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

Other comprehensive income (loss) — — — — — 4,606 4,606

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

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

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

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

Other comprehensive income (loss) — — — — — 9,768 9,768

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

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

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

Net income (loss) from continuing operations for the period — — — — 902 — 902

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

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

Sale of common stock 2,694,897 27 — 11,894 — — 11,921

Share-based compensation expense 403,755 4 ( 27 ) 1,529 — — 1,506

Net income (loss) from continuing operations for the period — — — — ( 8,742 ) — ( 8,742 )

Net income (loss) from discontinued operation for the period — — — — ( 1,500 ) — ( 1,500 )

Other comprehensive income (loss) — — — — — 1,944 1,944

Balance - June 30, 2026 37,650,869 $ 377 $ ( 17,308 ) $ 287,253 $ ( 106,172 ) $ ( 28,033 ) $ 136,117

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

46 unchanged sentences

Revenue Recognition

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 had outstanding customer accounts receivable, net of allowances, of $ 115.4 million as of June 30, 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 March 31, 2026

Three Months Ended June 30, 2026

Global Seating Global Electrical Systems Trim Systems and Components Total

4 unchanged sentences

Total $ 80,014 $ 62,032 $ 53,192 $ 195,238

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

4 unchanged sentences

Total $ 74,457 $ 53,585 $ 43,914 $ 171,956

Six Months Ended June 30, 2026

Global Seating Global Electrical Systems Trim Systems and Components Total

Seats $ 146,014 $ — $ — $ 146,014

Electrical wire harnesses, panels and assemblies 5,469 119,301 — 124,770

Plastic & Trim components — — 72,072 72,072

Mirrors, wipers and controls 3,036 177 20,664 23,877

Total $ 154,519 $ 119,478 $ 92,736 $ 366,733

Six Months Ended June 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

Seats 146,166 — — $ 146,166

Electrical wire harnesses, panels and assemblies 1,700 104,037 — 105,737

Plastic & Trim components — — 70,393 70,393

Mirrors, wipers and controls — — 19,455 19,455

Total $ 147,866 $ 104,037 $ 89,848 $ 341,751

Debt consisted of the following:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Term Loan facility $ 68,283 $ 94,526

39 unchanged sentences

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;

5.25 to 1.00 for the quarter ended June 30, 2026.

The consolidated total leverage ratio covenant may not exceed 5.00 to 1.00 for the quarter ending September 30, 2026;

4.75 to 1.00 for the quarter ending December 31, 2026;

3 unchanged sentences

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

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

We were in compliance with these covenants as of June 30, 2026.

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

3 unchanged sentences

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;

certain events of bankruptcy or insolvency;

certain Employee Retirement Income Securities Act events;

Employee Retirement Income Securities Act events;

loss, theft, damage or destruction of collateral;

2 unchanged sentences

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 after fiscal 2026 financial results are final, and mandatory prepayments with proceeds of debt not permitted under the Term Loan.

During the quarter ended June 30, 2026, the Company made a mandatory prepayment of $ 11.1 million from the net proceeds of the sale of 2.6 million shares of common stock in an at-the-market offering program.

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.

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.

41 unchanged sentences

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

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

We were in compliance with these covenants as of June 30, 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;

12 unchanged sentences

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 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 June 30, 2026, we had $ 24.8 million of borrowings under the ABL Revolving Credit Facility, outstanding letters of credit of $ 3.5 million and availability of $ 86.7 million (subject to customary borrowing base and other conditions).

Combined with availability under our China Credit Facility (described below) of approximately $ 4.5 million, total consolidated availability was $ 91.2 million at June 30, 2026.

The unamortized deferred financing fees associated with the ABL Revolving Credit Facility of $ 2.4 million and $ 2.5 million as of June 30, 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.

9 unchanged sentences

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 $ 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.

We had $ 2.9 million outstanding borrowings under the China Credit Facility as of June 30, 2026 and $ 1.4 million outstanding borrowings as of December 31, 2025.

At June 30, 2026, we had $ 4.5 million of availability under the China Credit Facility.

Cash Paid for Interest

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

For the six months ended June 30, 2026 and 2025, cash payments for interest were $ 6.6 million and $ 5.6 million, respectively.

Intangible Assets

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Amount Accumulated

5 unchanged sentences

$ 11,670 $ ( 8,606 ) $ 3,064 $ 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 March 31, 2026 and 2025, respectively.

The aggregate intangible asset amortization expense was $ 0.1 million and $ 0.1 million for the three months ended June 30, 2026 and 2025, respectively.

The aggregate intangible asset amortization expense was $ 0.3 million and $ 0.3 million for the six months ended June 30, 2026 and 2025, respectively.

Fair Value Measurement

11 unchanged sentences

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 Condensed Consolidated Balance Sheets at fair value.

To manage our risk for transactions denominated in British Pound, 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 March 31, 2026, hedge contracts for transactions denominated in Czech Crown were not designated as hedging instruments;

As of June 30, 2026, hedge contracts for transactions denominated in British Pound and 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.

2 unchanged sentences

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.

As of June 30, 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.

4 unchanged sentences

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.

As of June 30, 2026, the warrants were valued at $ 10.9 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 six months ended June 30, 2026 were $ 3.4 million and $ 8.4 million, respectively.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

5 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Equivalent U.S.

8 unchanged sentences

Location Fair Value

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Foreign exchange contract designated as hedging instruments Other current assets $ 1,384 $ 1,755

3 unchanged sentences

Location Fair Value

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Foreign exchange contract designated as hedging instruments Accrued liabilities and other $ 52 $ 110

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 $ 10,939 $ 2,518

2 unchanged sentences

Location Fair Value

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Foreign exchange contracts designated as hedging instruments Accumulated other comprehensive income (loss) $ 3,106 $ 3,369

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Location of Gain (Loss)

Recognized on Derivatives Amount of Gain (Loss)

Recognized in Income on Derivatives Amount of Gain (Loss)

Recognized in Income on Derivatives

5 unchanged sentences

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 3 as of December 31, 2025 and March 31, 2026 due to the

lack of observable market inputs or comparable instruments.

Based on these inputs, our long-term debt fair value as disclosed was classified as Level 3 as of December 31, 2025 and June 30, 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:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Amount Fair Value Carrying

2 unchanged sentences

Revolving credit facility $ 24,754 $ 24,754 $ 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 $ 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.

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 1.9 million and long-term debt of $ 62.2 million as of June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating lease cost

2 unchanged sentences

Short-term lease cost

796 1,171 1,971 2,197

Total lease expense $ 4,746 $ 4,470 $ 9,334 $ 8,733

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Location March 31, 2026 December 31, 2025

Balance Sheet Location June 30, 2026 December 31, 2025

Operating Leases

10 unchanged sentences

1 Includes $ 12.5 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.

Cash payments on operating leases were $ 7.0 million and $ 5.8 million for the six months ended June 30, 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:

9 unchanged sentences

Present value of lease liabilities $ 54,383 $ 358 $ 54,741

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.

We recorded a $ 2.0 million tax provision, or ( 29 )% effective tax rate for the three months ended June 30, 2026, compared to a $ 1.7 million tax provision, or ( 72 )% effective tax rate for the three months ended June 30, 2025.

The effective tax rate is impacted by the mix of the Company's profitable foreign operations and losses in the U.S.

while maintaining its full valuation allowance position on U.S.

deferred tax assets.

2 unchanged sentences

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 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.

For the six months ended June 30, 2026 and 2025, cash paid for taxes, net of refunds received, were $ 2.8 million and $ 1.7 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 March 31,

Three Months Ended June 30,

Interest cost $ 379 $ 405

3 unchanged sentences

Net cost $ 285 $ 297

Six Months Ended June 30,

Interest cost 759 $ 789

Expected return on plan assets ( 684 ) ( 708 )

Amortization of prior service cost 26 26

Recognized actuarial loss 465 473

Net cost $ 566 $ 580

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

Performance Awards

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

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

Effective May 14, 2026, the stockholders of the Company approved the Second 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

Forfeitures ( 124 )

New grants 470

Forfeitures/Surrenders ( 123 )

Adjustments 1,632

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.

Adjusted Award Value at June 30, 2026 $ 2,622

Unrecognized compensation expense was $ 5.9 million and $ 2.8 million as of June 30, 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 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.

As of June 30, 2026, there was approximately $ 13.7 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.

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:

A summary of the status of our restricted stock awards and performance stock awards as of June 30, 2026 and changes during the six months ended June 30, 2026, are presented below:

(in thousands) Weighted-

1 unchanged sentence

Vested ( 946 ) ( 1.46 )

Forfeited ( 22 ) 1.23

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.

Forfeited/Surrendered ( 315 ) 1.75

Unvested - June 30, 2026 2,925 $ 5.92

1 Includes 1.0 million of performance share units granted at 100 % target levels.

As of June 30, 2026, a total of 1.8 million shares were available for future grants from the shares authorized for award under our Second Amended and Restated 2020 Equity Incentive Plan, including cumulative forfeitures and surrenders.

On June 10, 2025, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan (the “A&R 2020 EIP”) to James Ray, the Company’s President and Chief Executive Officer (“Mr.

It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price, the original grant to Mr.

Ray exceeded the A&R 2020 EIP share limitation by 85,031 shares.

Effective April 22, 2026, Mr.

Ray agreed to surrender and transfer to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock award so that the original grant will comply with the requirements of the A&R 2020 EIP.

Effective June 2, 2026, the Compensation Committee awarded Mr.

Ray 85,031 restricted shares under the Second Amended and Restated 2020 Equity Incentive Plan (the “Second A&R 2020 EIP”) and the terms of such award mirror the terms of the grant from June 10, 2025.

Due to limitations on the number of shares that can be granted under the A&R 2020 EIP, the 2025 LTIP award to Mr.

Ray that would be settled in stock (“Mr.

Ray’s 2025 Performance Award Settled in Stock”) was cancelled, as of April 23, 2026, unvested, with Mr.

Ray irrevocably forfeiting all rights, title and interest in Mr.

Ray’s 2025 Performance Award Settled in

Effective June 2, 2026, the Compensation Committee awarded Mr.

Ray 603,774 performance shares with a potential payout in the form of stock under the Second A&R 2020 EIP and the terms of such award mirror the terms of Mr.

Ray’s 2025 Performance Award Settled in Stock.

The fair value of the 2026 replacement award was measured using a Monte Carlo simulation model, which reflects the impact of the revised market‑condition vesting criteria as of the grant date, and resulted in incremental compensation cost of $ 3.1 million, of which $ 0.2 million was recognized in the three months ended June 30, 2026.

The remaining $ 2.9 million will be recognized over the remaining requisite service period of the award through December 31, 2027.

The modification did not change the Company’s expectations regarding the number of awards expected to vest.

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

of which, 37,650,869 and 34,185,682 shares were issued and outstanding as of June 30, 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 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 )

Diluted earnings (loss) per share for the three and six months ended June 30, 2026 and 2025 includes the effect of potential common shares issuable when dilutive, and is as follows:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net loss $ ( 10,242 ) $ ( 4,761 ) $ ( 9,340 ) $ ( 9,073 )

Net income (loss) from continuing operations ( 8,742 ) ( 4,106 ) ( 7,840 ) ( 7,245 )

Net income (loss) from discontinued operations — ( 1,173 )

Net loss from discontinued operations ( 1,500 ) ( 655 ) ( 1,500 ) ( 1,828 )

Weighted average number of common shares outstanding (in '000s) 34,769 33,799 34,481 33,747

Dilutive effect of restricted stock grants after application of the Treasury Stock Method (in '000s) 1,321 —

Dilutive shares outstanding 34,769 33,799 34,481 33,747

Basic earnings (loss) per share from continuing operations $ 0.03 $ ( 0.09 )

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

Diluted earnings (loss) per share from continuing operations $ 0.03 $ ( 0.09 )

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

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.

Basic loss per share from continuing operations $ ( 0.25 ) $ ( 0.12 ) $ ( 0.23 ) $ ( 0.21 )

Basic loss per share from discontinued operations $ ( 0.04 ) $ ( 0.02 ) $ ( 0.04 ) $ ( 0.05 )

Diluted loss per share from continuing operations $ ( 0.25 ) $ ( 0.12 ) $ ( 0.23 ) $ ( 0.21 )

Diluted loss per share from discontinued operations $ ( 0.04 ) $ ( 0.02 ) $ ( 0.04 ) $ ( 0.05 )

Other Comprehensive Income (Loss)

8 unchanged sentences

Amounts reclassified into earnings — 191 ( 3,185 ) ( 2,994 )

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

Balance - June 30, 2026 $ ( 22,126 ) $ ( 9,342 ) $ 3,435 $ ( 28,033 )

currency translation adjustment Pension and

6 unchanged sentences

Amounts reclassified into earnings — 109 1,801 1,910

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

Balance - June 30, 2025 $ ( 22,296 ) $ ( 11,426 ) $ 4,753 $ ( 28,969 )

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

Amount Tax Expense After Tax Amount Before Tax

Amount Tax Expense After Tax Amount

9 unchanged sentences

Total other comprehensive income (loss) $ 1,944 $ — $ 1,944 $ ( 1,683 ) $ — $ ( 1,683 )

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Amount Tax Expense After Tax

Amount Before Tax

Amount Tax Expense After Tax

Net current period change

8 unchanged sentences

Total other comprehensive income (loss) $ 9,768 $ — $ 9,768 $ 15,178 $ ( 804 ) $ 14,374

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.

As of June 30, 2026, the Company estimates that net pre-tax derivative income of $ 1.3 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

7 unchanged sentences

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

New charges $ 997 $ — $ — $ — $ 997

Payments and other adjustments $ ( 871 ) $ — $ — $ — $ ( 871 )

June 30, 2026 $ 290 $ — $ — $ — $ 290

Global Seating Global Electrical Systems Trim Systems and Components Corporate/

3 unchanged sentences

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

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.

New charges 358 539 243 — 1,140

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

June 30, 2025 $ — $ — $ — $ 225 $ 225

Of the $ 1.0 million costs incurred in the three months ended June 30, 2026 for restructuring, $ 0.6 million related to headcount reductions and $ 0.4 million related to facility exit and other costs.

Of the $ 1.0 million costs incurred, $ 0.7 million were recorded in cost of revenues and $ 0.3 million were recorded in selling, general and administrative expenses .

Of the $ 2.2 million costs incurred in the six months ended June 30, 2026 for restructuring, $ 1.8 million related to headcount reductions and $ 0.4 million related to facility exist and other costs;

$ 1.9 million were recorded in cost of revenues and $ 0.3 million were recorded in selling, general and administrative expenses .

All of the $ 1.1 million costs incurred in the three months ended June 30, 2025 for restructuring related to headcount reductions and were recorded in cost of revenues.

All of the $ 1.8 million costs incurred in the six months ended June 30, 2025 for restructuring related to headcount reductions.

Of the $ 1.8 million costs incurred in the six months ended June 30, 2025 for restructuring, $ 1.6 million were recorded in cost of revenues and $ 0.2 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 March 31, 2026, our equipment leases did not provide for any material guarantee of a specified portion of residual values.

As of June 30, 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 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.

As of June 30, 2026 and 2025, we had no such guarantees.

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.

4 unchanged sentences

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 March 31, 2026 and December 31, 2025, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

These amounts, as they relate to the periods ended June 30, 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.

1 unchanged sentence

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.

To the extent any additional 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 three months ended March 31, 2026:

The following presents a summary of the warranty provision for the six months ended June 30, 2026:

Balance - December 31, 2025 $ 1,387

1 unchanged sentence

Deduction for payments made and other adjustments ( 667 )

Balance - March 31, 2026 $ 1,255

Balance - June 30, 2026 $ 1,172

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.

21 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Global Seating Global Electrical Systems Trim Systems and Components Total

11 unchanged sentences

Interest expense 2,947

Income before provision for income taxes $ 2,796

Three Months Ended March 31, 2025

Loss before provision for income taxes $ ( 6,755 )

Three Months Ended June 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

8 unchanged sentences

Interest expense 2,291

Loss on early extinguishment of debt 460

Loss before provision for income taxes $ ( 2,381 )

Six Months Ended June 30, 2026

Global Seating Global Electrical Systems Trim Systems and Components Total

Revenues $ 154,519 $ 119,478 $ 92,736 $ 366,733

Cost of revenues 132,954 106,809 82,427 322,190

Gross profit 21,565 12,669 10,309 44,543

Selling, general & administrative expenses 15,521 10,996 8,186 34,703

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

Operating income (loss) 1

$ 19,760 $ 1,673 $ 2,123 $ 23,556

Corporate and other unallocated costs 2

Other (income) expense 1,782

Warrant expense 8,420

Loss on early extinguishment of debt 2,987

Interest expense 7,041

Loss before provision for income taxes $ ( 3,960 )

Six Months Ended June 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

Revenues $ 147,866 $ 104,037 $ 89,848 $ 341,751

Cost of revenues 128,843 94,137 81,449 304,429

Gross profit $ 19,023 $ 9,900 $ 8,399 37,322

Selling, general & administrative expenses $ 13,608 $ 9,511 $ 6,761 29,880

Operating income (loss) 1 $ 5,415 $ 389 $ 1,638 $ 7,442

Corporate and other unallocated costs 2 5,237

Other (income) expense 355

Interest expense 4,794

Loss on early extinguishment of debt 460

Loss before provision for income taxes $ ( 3,404 )

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.

4 unchanged sentences

Items reported in inventories consisted of the following:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Raw materials $ 101,596 $ 89,534

3 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Land and buildings $ 25,384 $ 29,687

5 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Compensation and benefits $ 20,041 $ 12,208

2 unchanged sentences

Accrued legal and professional fees 2,832 1,847

Derivative liabilities 620 110

Accrued freight 3,093 1,856

Warranty costs 1,172 1,387

Customer tooling projects 427 471

Product recall obligation 6,492 —

Other 7,112 3,608

1 unchanged sentence

Discontinued Operations

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,

The following table provides a reconciliation of the individual discontinued operations to the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025.

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Income (loss) from discontinued operations, net of tax

2 unchanged sentences

Total income (loss) from discontinued operations, net of tax $ ( 1,500 ) $ ( 655 ) $ ( 1,500 ) $ ( 1,828 )

During the three months ended June 30, 2026, an estimated net cost of $ 1.5 million was recorded associated with the customer safety recall related to certain truck cabs produced in our cab manufacturing facility prior to the sale of the facility in 2024.

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