Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Under the supervision of and with the participation of the Company’s management, the Company's principal executive officer and principal financial officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures ([as defined in Exchange Act Rules 13a – 15(e) and 15d – 15(e)]) as of December 31, 2025, and have concluded that the Company’s disclosure controls and procedures are adequate and effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Based on this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of December 31, 2025.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As permitted by SEC guidance for newly acquired businesses, the scope of management’s assessment of the Company’s internal controls over financial reporting as of December 31, 2025 has excluded the acquired
35
businesses of VOXX and BioConnect. The Company completed the acquisitions of the stock of VOXX and of the assets and certain liabilities of BioConnect on April 1, 2025, and July 1, 2025, respectively, and the acquired businesses excluded represent $400.4 million of total assets and total net sales of $271.7 million included in the Consolidated Financial Statements as of and for the year ended December 31, 2025 ( see N ote 11 , Acquisitions ).
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in Part IV of this Form 10K.
During the period covered by this annual report, there have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting. In addition, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to December 31, 2025.
Item 9B. Other Information.
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
36
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information about Our Executive Officers
The following table lists the names, ages, and positions of all of the Company’s executive officers at the time of this report. Officers are generally elected at the meeting of the Board following the annual meeting of shareholders.
NAME AGE POSITION CURRENT POSITION HELD SINCE
Steve Downing 48 President and Chief Executive Officer January 2018
Neil Boehm 54 Chief Operating Officer and Chief Technology Officer January 2025
Kevin Nash 51 Vice President, Finance, Chief Financial Officer and Treasurer February 2018
Matthew Chiodo 61 Chief Sales Officer and Senior Vice President, Sales January 2022
Scott Ryan 45 Vice President, General Counsel and Corporate Secretary August 2018
There are no family relationships among the officers listed in the preceding table.
Steve Downing was appointed Chief Executive Officer effective as of January 1, 2018. Mr. Downing has been employed by the Company since 2002. Prior to being appointed Chief Executive Officer, he served as President and Chief Operating Officer from August 2017 to December 2017, as Senior Vice President and Chief Financial Officer from June 2015 to August 2017, and as Vice President of Finance and Chief Financial Officer from May 2013 to June 2015. He served in a variety of roles before that time. Certain terms of Mr. Downing's employment arrangement are contained herein in Part III, Item 11 to this Form 10‑K.
Neil Boehm was appointed as the Company's Chief Operations Officer, effective as of January 1, 2025. He is also the Company's Chief Technology Officer, a role he has held since 2018 and he continues to be a named executive officer. Mr. Boehm has been employed by the Company since 2001. Prior to his current position, he served as the Company's Vice President of Engineering, beginning in 2015 and before that served as Senior Director of Engineering. Certain terms of Mr. Boehm's employment arrangement are contained herein in Part III, Item 11 to this Form 10-K.
Kevin Nash was appointed as the Company's Vice President, Finance, Chief Financial Officer, and Treasurer, effective as of February 15, 2018. He is also the Company's Chief Accounting Officer. Mr. Nash has been employed by the Company since 1999. Prior to his current position, he served as the Company's Vice President of Accounting and Chief Accounting Officer, beginning in 2014 and before that served as Director of Accounting and Chief Accounting Officer. Certain terms of Mr. Nash's employment arrangement are contained herein in Part III, Item 11 to this Form 10-K.
Matthew Chiodo's title changed to Chief Sales Officer and Senior Vice President of Sales on January 17, 2022, though he was already and continues to be a named executive officer. Mr. Chiodo has been employed by the Company since 2001. Prior to his current title, his title was the Company's Vice President of Sales, beginning in 2017 and before that served as Director of Sales for several years. Certain terms of Mr. Chiodo's employment arrangement are contained herein in Part III, Item 11 to this Form 10-K.
Scott Ryan was appointed as the Company's Vice President, General Counsel and Corporate Secretary on August 16, 2018. Mr. Ryan has been employed by the Company since 2010. Prior to his current position, he served as Assistant General Counsel and Corporate Secretary from June 2015 to August 2018. Prior to that he served as Patent Counsel from November 2013 to June 2015. Certain terms of Mr. Ryan's employment arrangement are contained herein in Part III, Item 11 to this Form 10-K.
Information relating to directors appearing under the caption “Election of Directors” in the definitive Proxy Statement for 2026 Annual Meeting of Shareholders and filed with the Commission within 120 days after the Company’s fiscal year end, December 31, 2025 (the “Proxy Statement”), is hereby incorporated herein by reference. No changes were made to the procedures by which shareholders may recommend nominees for the Board. Any information concerning compliance with Section 16(a) of the Securities and Exchange Act of 1934 that may appear under the caption “Delinquent Section 16 Reports” in the definitive Proxy Statement is hereby incorporated herein by reference. Information relating to the Company’s Audit Committee and concerning whether at least one member of the Audit Committee is an “audit committee financial expert” as that term is defined under Item 407(d)(5) of
37
Regulation S-K appearing under the caption “Corporate Governance – Audit Committee” in the definitive Proxy Statement is hereby incorporated herein by reference. Information related to insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers, and employees to promote compliance with insider trading laws, rules, and regulations and any applicable listing standards appearing under the caption "Insider Trading Policies" in the definitive Proxy Statement is hereby incorporated herein by reference.
The Company has adopted a Code of Ethics for Certain Senior Officers that applies to its principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Ethics for Certain Senior Officers is available without charge, upon written request, from the Corporate Secretary of the Company, 600 N. Centennial Street, Zeeland, Michigan 49464 and on the Company's website. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethics by posting such information on its website. Information contained in the Company’s website, whether currently posted or posted in the future, is not part of this document or the documents incorporated by reference in this document.
38
Item 11. Executive Compensation.
The information contained under the caption "Compensation Committee Report," "Compensation Discussion and Analysis" (including "Practices and Procedures Related to the Grant of Certain Equity Awards"), "Executive Compensation," "Director Compensation," and "Compensation Committee Interlocks and Insider Participation" contained in the definitive Proxy Statement is hereby incorporated herein by reference. The "Compensation Committee Report" shall not be deemed to be soliciting material or to be filed with the commission.
As previously disclosed, the Compensation Committee has an ongoing goal that base salaries for officers, including named executive officers, are at or near the market median for base salaries when compared to the Company's established peer group. However, at the request of Mr. Downing and the other named executive officers, based on overall market conditions, the Compensation Committee and Board of Directors approved reduced base salaries for the named executive officers in 2026.
The Board, on February 19, 2026, approved the following base salaries for the CEO and other named executive officers for 2026:
Executive Officer Position 2026 Base Salary
2025 Base Salary
Steve Downing President and CEO $ 750,000 $ 850,000
Neil Boehm COO and CTO $ 545,000 $ 575,000
Kevin Nash VP, Finance, CFO and Treasurer $ 530,000 $ 555,000
Matt Chiodo Senior VP, Sales and CSO $ 460,000 $ 480,000
Scott Ryan VP, General Counsel and Corporate Secretary $ 420,000 $ 440,000
Amended and Restated Annual Incentive Performance-Based Bonus Plan
The Board previously approved the Amended and Restated Annual Incentive Performance-Based Bonus Plan (the "Annual Plan") to further emphasize performance-based compensation. In lieu of participating in the profit-sharing bonus paid to all employees, the Annual Plan provides potential cash-based bonuses for officers based on the achievement of three key performance metrics: Revenue (33.33% weighting); Operating Income (33.33% weighting); and Earnings per Diluted Share (33.33% weighting). The Annual Plan covers certain officers, including named executive officers.
At the beginning of each year, the Compensation Committee reviews and approves a cash bonus target under the Annual Plan for each officer, as a percentage of base salary for the year. Under the Annual Plan in 2026, the CEO may earn up to 220% of base salary. The non-CEO named executive officers may earn up to 0% to 160% (previously 150%) of their respective base salaries. All performance-related targets under the Annual Plan are set by, and achievement of targets are approved by , the Compensation Committee and/or the Board of Directors.
For our executive officers, the 2026 Annual Plan payout opportunities—expressed as a percentage of base salary for each performance metric—are set forth in the table below. For the named executive officers other than Mr. Downing, the target Annual Plan opportunity for 2026 was increased from 75% to 80% of base salary to increase the opportunity for performance-based compensation in light of the decrease in base salaries. We believe the threshold, target, and maximum opportunity levels are now appropriate for each of the named executive officers. For each metric (Revenue, Operating Income, and Earnings Per Diluted Share), the applicable opportunity (at threshold, target, or maximum) is multiplied by that metric’s weighting to determine the cash bonus amount earned based on actual performance. When actual performance falls between the established threshold, target, or maximum, linear interpolation is used to determine any pro rata portion of the performance bonus. The Compensation Committee and/or the Board may exercise discretion to increase or decrease performance‑based bonuses using their judgment (which may consider sustainable impact, people, and growth factors) when evaluating
39
performance and/or establishing objectives; however, under no circumstances may any bonus exceed 250% of the applicable base salary.
Executive Officer Annual Plan Threshold Annual Plan Target Annual Plan Maximum
Steve Downing 55.0 % 110.0 % 220.0 %
Neil Boehm 40.0 % 80.0 % 160.0 %
Kevin Nash 40.0 % 80.0 % 160.0 %
Matt Chiodo 40.0 % 80.0 % 160.0 %
Scott Ryan 40.0 % 80.0 % 160.0 %
Since its inception in 2019, the Annual Plan uses the same three key performance metrics and weighting: Revenue (weighted 33.33%), Operating Income (weighted 33.33%) and Earnings per Diluted Share (33.33%) because such metrics are not only appropriate measures of performance, but also align with the Company's overall business strategy.
In determining whether annual cash bonuses are paid under the Annual Plan, actual performance for the year is measured against specified target levels for each performance metric. Generally, the target for the three performance metrics reflects a level of performance, which at the time set would be anticipated to be challenging but achievable. The threshold level is set to be reflective of performance at which the Compensation Committee believed a portion of the award opportunity should be earned. The maximum level was set well above the target, requiring significant achievements and reflecting performance at which the Compensation Committee believed an additional 100% of the target award was warranted. In February 2025, the Compensation Committee and the Board approved the exclusion of incremental tariff costs and severance‑related expenses from the assessment of 2025 goal achievement, as these costs were not known at the time the goals were established.
For 2025, target performance and actual results for the performance metrics, reflecting the foregoing, are as follows:
Performance Metric Weight Threshold* Target* Maximum* Actual Performance**
Revenue 33.33 % $2,169,303 $2,711,629 $3,253,955 $2,534,269
Operating Income 33.33 % $402,470 $503,088 $603,706 $473,936
Earnings per Diluted Share 33.33 % $1.46 $1.83 $2.20 $1.74
* Amounts in thousands (000) except for per share amounts.
**Excludes $27.0 million in net tariff costs($12.9m Revenue, $39.9m costs, and $11.6m in severance related expenses and related tax effect)
Based on actual Revenue, Operating Income, and Earnings per Diluted Share adjusted for the exclusion of incremental tariff costs and severance expense (net of tax) compared to the targets and performance of the named executive officers, the payments for 2025 under the Annual Plan are shown in the table below:
Executive Officer 2025 Annual Plan Performance Bonus
2025 Annual Plan Discretionary Bonus
Steve Downing $981,937 $0
Neil Boehm $452,899 $0
Kevin Nash $437,146 $0
Matt Chiodo $378,072 $0
Scott Ryan $346,566 $0
These Annual Plan results appropriately reflect management’s efforts to improve year‑over‑year gross margins despite the impact of tariff and counter‑tariff actions, which contributed to a 29% decline in revenues from the Company’s China business and significant incremental costs in the business. Such improvement reflects continued execution of the previously announced gross margin recovery plan and ongoing business development initiatives. In
40
addition, these results reflect execution of the acquisition of VOXX and progress made with respect to the integration.
For 2026, the Compensation Committee established Annual Plan performance targets for Revenue, Operating Income, and Earnings per Diluted Share similar to those in 2025, excluding severance‑related expenses (net of tax) due to the unpredictable timing and unknown amount of such expenses. For 2026, the Company maintained ±20% of target for determining threshold and maximum performance levels under the Annual Plan.
2019 Omnibus Incentive Plan and Long-Term Incentive Program
The Company's 2019 Omnibus Incentive Plan ("OIP") has been approved by shareholders. Pursuant to the 2019 OIP, the Company implemented the Long-Term Incentive Plan (the "Long-Term Plan"). The Long-Term Plan provides officers, including our named executive officers, with incentive awards that serve an important role by balancing other applicable short-term goals with longer term shareholder value creation , while minimizing risk-taking behaviors that could negatively affect long-term results.
The Long-Term Plan uses three-year performance periods and selected performance objectives to determine equity incentive awards so as to balance short-term goals under the Annual Plan, with performance objectives associated with longer-term shareholder value creation under the Long-Term Plan. Under the Long-Term Plan, the Board and/or the Compensation Committee determines the amount of the long-term incentive awards. Each officer's award opportunity is based on a target dollar value (determined toward the very beginning of the performance period) as a percentage of base salary assigned to his or her position based on market comparisons for similar positions, using both a peer group and general industry market data. The following target opportunities apply for the 2026-2028 performance period under the Long-Term Incentive Plan:
Executive Officer Long-Term Plan Target Opportunity Percentage of Base Salary for 2026-2028
Steve Downing 465 %
Neil Boehm 220 %
Kevin Nash 210 %
Matt Chiodo 210 %
Scott Ryan 210 %
The Long-Term Plan target opportunity percentages of base salary for 2026–2028 for the named executive officers have been updated from the levels applicable to the 2025–2027 cycle. The Compensation Committee recommended, and the Board of Directors approved, these increases to the 2026 Long-Term Plan target opportunities to further align executive compensation with the interests and goals of shareholders and to increase the opportunity for performance-based compensation in light of the decreases in base salaries. Despite these adjustments, all Long-Term Plan target opportunities continue to fall within the market median range for long-term incentives relative to each officer’s respective role and responsibilities.
Achievement at threshold performance yields 50% of the target award and achievement of the maximum performance yields another 100% of the target award. Actual performance is compared to the established threshold, target, or maximum, as applicable, for an applicable performance objective, and linear interpolation is used to determine any pro rata portion of such award.
Seventy percent (70%) of the total value of the target long-term incentive opportunity is delivered through performance share awards ("PSAs") and the other thirty percent (30%) through restricted stock ("RS"). Both PSAs and RS are forms of performance-based incentive compensation because PSAs involve performance objectives that provide direct alignment with shareholder interests and the value of RS fluctuates based on stock price performance.
In addition to requiring achievement of performance objectives in respect of PSAs, PSAs and RS require the executive officers to remain employed with the Company for three years from the grant date (unless the executive officer attains retirement age, departs for good reason, dies, or becomes disabled or a change in control occurs whereby an award may be paid or partially paid).
41
Performance Shares for 2026-2028 Performance Period
The Long-Term Plan is designed to provide PSAs for officers, including our named executive officers. PSAs are tied to the achievement of two performance objectives, each weighted equally: earnings before interest, taxes, depreciation and amortization (EBITDA) and return on invested capital (ROIC), in each case adjusted and calculated as determined by the Compensation Committee. Each performance objective is based on a three-year performance period (2026-2028) with a performance range that can result in PSAs of 50% of target for achieving threshold and 200% of the target opportunity for achieving maximum. The targets for EBITDA and ROIC for 2026-2028 were established by the Compensation Committee as it has done in the past. For the 2026-2028 performance period, ± 20% of target is being used for determining thresholds and maximums, which is consistent with performance periods that began in 2021 and prior, for similar reasons as noted with respect to the Annual Plan.
EBITDA drives the ability to commit resources to continued growth, but is also a measure of ability to provide shareholder return. It also drives profitable sales growth and optimizes the Company's cost structure. ROIC ensures management uses the Company's capital in an effective manner that drives shareholder value. Since the value of PSAs is tied to the Company's actual performance in financial objectives, it aligns the officers' interests with those of shareholders. The target opportunities of PSAs awarded in 2026 for the named executive officers are shown in the table below:
Executive Officer Number of PSAs Awarded in 2026 (Target) for 2026-2028
Steve Downing 101,480
Neil Boehm 34,889
Kevin Nash 32,387
Matt Chiodo 28,109
Scott Ryan 25,665
Restricted Stock Awards for 2026-2028 Performance Period
The other 30% of the total value of the long-term incentive opportunity consists of RS awards. RS incentivizes and rewards executives for improving long-term stock value and serves as a retention tool. Under the Long-Term Plan, RS will generally be granted in February to officers, including our named executive officers, and cliff vest on the third anniversary of the grant. The RS awarded in 2026, based on the target opportunities, for the named executive officers are shown in the table below:
Executive Officer Number of RS Awarded in 2026 for 2026-2028
Steve Downing 43,492
Neil Boehm 14,953
Kevin Nash 13,880
Matt Chiodo 12,047
Scott Ryan 11,000
2023-2025 Long-Term Plan Performance (three-year performance period ending December 31, 2025)
December 31, 2025, marked the end of the three-year performance period for PSA and RS Long-Term Plan awards made in February 2023.
Performance Share Awards
The performance metrics, targets and performance payout ranges for these awards were set and approved by the Compensation Committee and the Board in February 2023. Consistent with the Long-Term Plan, incentive could be earned by the officers based on performance associated with two equally weighted metrics, EBITDA and ROIC, in each case adjusted as determined by the Compensation Committee, both measured cumulatively over the three-year performance period. The target levels of achievement for the EBITDA and the ROIC were established to align
42
with financial goals set at the beginning of the three-year performance period for the years 2023 through 2025. The table below summarizes the results of the 2023-2025 performance period relative to target and the achievement level of the 2023-2025 PSAs:
Performance Metric Weight Threshold* Target* Maximum* Actual Performance* Performance to Target Weighted Performance
EBITDA 50 % $1,140,000 $1,520,000 $1,900,000 $1,721,471 153.02 % 76.51 %
ROIC 50 % 33.75 % 45.00 % 56.25 % 51.99 % 162.14 % 81.07 %
*amounts in thousands (000) except percentages.
The PSAs awarded in February 2023, based on target opportunity, along with the actual payout of PSAs to the executive officers, for the 2023-2025 performance period are reflected in the table below and include additional shares awarded for dividend equivalents assuming reinvestment of dividends.
Executive Officer Number of PSAs Awarded in 2023 (Target) for 2023-2025
2023-2025 PSAs Payout
Steve Downing 75,018 124,311
Neil Boehm 19,302 31,993
Kevin Nash 23,038 38,181
Matt Chiodo 17,053 28,269
Scott Ryan 15,554 25,782
Restricted Stock
The RS awarded in February 2023, based on target opportunities, along with the actual payment of RS to executive officers, awarded for the 2023-2025 period are reflected in the table below:
Executive Officer Number of RS Awarded in 2023 (Target) for 2023-2025
2022-2024 RS Payout/Vesting
Steve Downing 32,151 27,863
Neil Boehm 8,273 7,026
Kevin Nash 9,874 8,386
Matt Chiodo 7,309 6,138
Scott Ryan 6,666 5,547
Since each executive officer awarded restricted stock in 2023 remained employed by the Company for three years from the grant date, each restricted stock awarded vested with such executive officers.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information contained under the captions “Common Stock Ownership of Management,” “Common Stock Ownership of Certain Beneficial Owners,” and “Equity Compensation Plan Information” contained in the definitive Proxy Statement is hereby incorporated herein by reference. There are no arrangements known to the registrant, the operation of which may at a subsequent date result in a change in control.
43
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information contained under the caption “Certain Transactions” contained in the definitive Proxy Statement is hereby incorporated herein by reference. The information contained under the caption “Election of Directors” contained in the definitive Proxy Statement is hereby incorporated herein by reference.
Item 14. Principal Accounting Fee and Services.
Information regarding principal accounting fees and services set forth under the caption “Ratification of Appointment of Independent Auditors – Principal Accounting Fees and Services” in the definitive Proxy Statement is hereby incorporated herein by reference. Information concerning the policy adopted by the Audit Committee regarding the pre-approval of audit and non-audit services provided by the Company’s independent auditors set forth under the caption “Corporate Governance – Audit Committee” in the definitive Proxy Statement is hereby incorporated herein by reference.
44
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) 1. Financial Statements. See Part II, Item 8.
2. Financial Statements Schedules. None required or not applicable.
3. Exhibits. See Exhibit Index on Page 98 .
(b) See (a) above.
(c) See (a) above.
Item 16. Form 10-K Summary.
None.
45
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GENTEX CORPORATION
By: /s/ Steven R. Downing
Steven R. Downing, President and Chief Executive Officer
Date: February 24, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 24th day of February, 2026, by the following persons on behalf of the registrant and in the capacities indicated.
By: /s/ Steven R. Downing
Steven R. Downing, President and Chief Executive Officer
(Principal Executive Officer) on behalf of Gentex Corporation
By: /s/ Kevin C. Nash
Kevin C. Nash, Vice President, Finance, Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer) on behalf of Gentex Corporation
46
Each Director of the registrant whose signature appears below hereby appoints Steve Downing or Kevin Nash, as his or her attorney-in-fact to sign in his or her name and on his or her behalf, and to file with the Commission any and all amendments to this report on Form 10-K to the same extent and with the same effect as if done personally.
/s/ Joseph Anderson Director
Joseph Anderson
/s/ Leslie Brown Director
Leslie Brown
/s/ Garth Deur Director
Garth Deur
/s/ Steven Downing Director
Steven Downing
/s/ Billy Pink
Director
Billy Pink
/s/ Richard Schaum Director
Richard Schaum
/s/ Kathleen Starkoff Director
Kathleen Starkoff
/s/ Brian Walker Director
Brian Walker
/s/ Ling Zang Director
Ling Zang
47
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Gentex Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Gentex Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders' investment and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
48
Acquisition of VOXX International Corporation
Description of the Matter On April 1, 2025 the Company acquired all of the issued and outstanding shares of VOXX common stock not already owned. As discussed in Note 11, prior to obtaining a controlling interest in VOXX, the Company owned 29% of VOXX common stock, and the transaction was accounted for as a business combination achieved in stages or a step-acquisition, for a total transaction consideration net of cash acquired of $187.7 million, which includes fair value of the previously held investment in VOXX. The preliminary allocation of the purchase price was based on the fair value of the assets acquired and liabilities assumed, as of the closing date.
Auditing management’s initial accounting for the acquisition including management’s accounting for the transaction as a business combination achieved in stages, or a step-acquisition required judgment. Additionally, the Company utilized a third-party expert to assist with the valuation methodologies in determining the preliminary fair value of assets and liabilities acquired.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s preliminary allocation of the purchase price including management’s controls over the initial accounting for the transaction as a step-acquisition, and management’s review of the third-party valuation methodologies.
Specifically, to test the initial accounting for the acquisition, we reviewed the Company’s accounting analysis for the business combination including the Company’s accounting for the transaction as a step-acquisition. Additionally, we involved our internal valuation specialists to assist in our evaluation of the methodologies used by the Company in determining the preliminary fair values of significant assets acquired.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1999.
Grand Rapids, Michigan
February 24, 2026
49
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Gentex Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Gentex Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Gentex Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of VOXX and BioConnect, which are included in the 2025 consolidated financial statements of the Company and constituted $400.4 million of total assets as of December 31, 2025 and $271.7 million of net sales for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of VOXX and BioConnect.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders' investment and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated February 24, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
February 24, 2026
50
GENTEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND 2024
2025 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 145,645,715 $ 233,318,766
Short-term investments 5,386,566 22,304,829
Accounts receivable, net 368,517,569 295,344,353
Inventories, net 516,253,617 436,497,445
Prepaid expenses and other 92,631,001 49,862,777
Total current assets 1,128,434,468 1,037,328,170
PLANT AND EQUIPMENT:
Land, buildings and improvements 591,487,990 531,261,137
Machinery and equipment 1,240,212,788 1,065,109,667
Construction-in-process 83,048,392 177,907,293
Total Plant and Equipment 1,914,749,170 1,774,278,097
Less- Accumulated depreciation ( 1,123,813,792 ) ( 1,045,796,630 )
Net Plant and Equipment 790,935,378 728,481,467
OTHER ASSETS:
Goodwill 357,211,919 340,668,927
Long-term investments 272,975,939 339,604,044
Intangible assets, net 189,341,387 195,157,160
Deferred tax asset 108,338,592 53,154,832
Patents and other assets, net 81,355,151 66,426,375
Total Other Assets 1,009,222,988 995,011,338
TOTAL ASSETS $ 2,928,592,834 $ 2,760,820,975
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 248,983,498 $ 168,314,912
Accrued liabilities:
Salaries, wages and vacation 23,197,164 19,526,367
Income taxes 846,965 439,545
Royalties 29,358,102 21,087,480
Dividends payable 25,853,403 27,264,897
Short-term debt
3,795,925 —
Other 55,507,912 16,059,475
Total current liabilities 387,542,969 252,692,676
OTHER NON-CURRENT LIABILITIES 49,209,006 36,028,644
DEFERRED INCOME TAXES 908,922 —
TOTAL LIABILITIES 437,660,897 288,721,320
REDEEMABLE NON-CONTROLLING INTEREST 3,102,213 —
SHAREHOLDERS’ INVESTMENT:
Common stock, par value 0.06 per share; 400,000,000 shares authorized; 215,445,024 and 227,207,472 shares issued and outstanding in 2025 and 2024, respectively.
12,926,701 13,632,448
Additional paid-in capital 1,008,589,267 1,010,440,420
Retained earnings 1,466,046,002 1,450,287,128
Accumulated other comprehensive income (loss):
Unrealized income (loss) on investments, net
1,347,044 ( 591,605 )
Unrealized loss on derivatives
( 768,985 ) —
Cumulative translation adjustment ( 310,305 ) ( 5,817,736 )
TOTAL GENTEX CORPORATION SHAREHOLDERS' INVESTMENT 2,487,829,724 2,467,950,655
Non-controlling Interest — 4,149,000
TOTAL SHAREHOLDERS' INVESTMENT 2,487,829,724 2,472,099,655
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, AND SHAREHOLDERS' INVESTMENT $ 2,928,592,834 $ 2,760,820,975
The accompanying notes are an integral part of these consolidated financial statements.
51
GENTEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
2025 2024 2023
NET SALES $ 2,534,268,965 $ 2,313,314,333 $ 2,299,215,044
COST OF GOODS SOLD 1,667,560,025 1,542,224,143 1,536,585,036
Gross profit 866,708,940 771,090,190 762,630,008
OPERATING EXPENSES:
Engineering, research and development 203,259,756 181,475,221 154,359,700
Selling, general and administrative 177,868,692 121,023,692 112,539,255
Severance expense
11,644,738 — —
Impairment Charges — 8,864,704 —
Total operating expenses 392,773,186 311,363,617 266,898,955
Income from operations 473,935,754 459,726,573 495,731,053
OTHER INCOME:
Investment (loss) income, net ( 1,289,250 ) 13,402,841 13,498,351
Other, net ( 11,584,089 ) ( 915,731 ) ( 4,248,230 )
Total other (loss) income
( 12,873,339 ) 12,487,110 9,250,121
Income before provision for income taxes 461,062,415 472,213,683 504,981,174
PROVISION FOR INCOME TAXES 76,380,338 67,725,940 76,577,902
NET INCOME $ 384,682,077 $ 404,487,743 $ 428,403,272
Less: Net loss attributable to non-controlling interests ( 159,290 ) — —
NET INCOME ATTRIBUTABLE TO GENTEX CORPORATION $ 384,841,367 $ 404,487,743 $ 428,403,272
EARNINGS PER SHARE ATTRIBUTABLE TO GENTEX CORPORATION (1) :
Basic $ 1.74 $ 1.77 $ 1.84
Diluted $ 1.74 $ 1.76 $ 1.84
Cash Dividends Declared per Share $ 0.480 $ 0.480 $ 0.480
(1) Earnings Per Share has been adjusted to exclude the portion of net income allocated to participating securities as a result of share-based payment awards
The accompanying notes are an integral part of these consolidated financial statements.
52
GENTEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
2025 2024 2023
Net income from consolidated operations $ 384,682,077 $ 404,487,743 $ 428,403,272
Other comprehensive income (loss) before tax:
Foreign currency translation adjustments 5,507,431 ( 1,283,017 ) ( 502,480 )
Unrealized losses on derivatives
( 973,399 ) — —
Unrealized gains on available-for-sale securities, net
2,453,986 1,811,137 10,238,344
Other comprehensive income, before tax
6,988,018 528,120 9,735,864
Income tax impact related to components of other comprehensive income
310,923 380,339 2,150,052
Other comprehensive income, net of tax
6,677,095 147,781 7,585,812
Comprehensive income from consolidated operations $ 391,359,172 $ 404,635,524 $ 435,989,084
Net loss attributable to non-controlling interests ( 159,290 ) — —
Comprehensive income attributable to Gentex Corporation $ 391,518,462 $ 404,635,524 $ 435,989,084
The accompanying notes are an integral part of these consolidated financial statements.
53
GENTEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ INVESTMENT
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 and 2023
Equity Attributable to Gentex Corporation
Common
Stock
Shares Common
Stock
Amount Additional
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total Equity Attributable to Noncontrolling Interests Total
Shareholders’
Investment
BALANCE AS OF JANUARY 1, 2023 234,169,335 $ 14,050,160 $ 917,499,323 $ 1,148,386,272 $ ( 14,142,934 ) $ 2,065,792,821 $ — $ 2,065,792,821
Issuance of common stock from stock plan transactions 2,218,094 133,086 29,265,186 — — 29,398,272 — 29,398,272
Repurchases of common stock ( 4,931,986 ) ( 295,920 ) ( 17,716,056 ) ( 128,024,161 ) — ( 146,036,137 ) — ( 146,036,137 )
Stock-based compensation expense related to stock options, employee stock purchases, restricted stock, and performance share awards — — 39,197,422 — — 39,197,422 — 39,197,422
Dividends declared ($ 0.48 per share)
— — — ( 111,824,393 ) — ( 111,824,393 ) — ( 111,824,393 )
Net income — — — 428,403,272 — 428,403,272 — 428,403,272
Other comprehensive income — — — — 7,585,812 7,585,812 — 7,585,812
BALANCE AS OF DECEMBER 31, 2023 231,455,443 $ 13,887,326 $ 968,245,875 $ 1,336,940,990 $ ( 6,557,122 ) $ 2,312,517,069 $ — $ 2,312,517,069
Issuance of common stock from stock plan transactions 2,153,810 129,229 27,165,898 — — 27,295,127 — 27,295,127
Non-controlling interest as a result of acquisition — — — — — — 4,149,000 4,149,000
Repurchases of common stock ( 6,401,781 ) ( 384,107 ) ( 24,510,715 ) ( 181,213,316 ) — ( 206,108,138 ) — ( 206,108,138 )
Stock-based compensation expense related to stock options, employee stock purchases, restricted stock, and performance share awards — — 39,539,362 — — 39,539,362 — 39,539,362
Dividends declared ($ 0.48 per share)
— — — ( 109,928,289 ) — ( 109,928,289 ) — ( 109,928,289 )
Net income — — — 404,487,743 — 404,487,743 — 404,487,743
Other comprehensive income — — — — 147,781 147,781 — 147,781
BALANCE AS OF DECEMBER 31, 2024 227,207,472 $ 13,632,448 $ 1,010,440,420 $ 1,450,287,128 $ ( 6,409,341 ) $ 2,467,950,655 $ 4,149,000 $ 2,472,099,655
Issuance of common stock from stock plan transactions 1,824,642 109,478 14,350,723 — — 14,460,201 — 14,460,201
Repurchases of common stock ( 13,587,090 ) ( 815,225 ) ( 54,582,958 ) ( 263,633,425 ) — ( 319,031,608 ) — ( 319,031,608 )
Stock-based compensation expense related to stock options, employee stock purchases, restricted stock, and performance share awards — — 36,649,818 — — 36,649,818 — 36,649,818
Dividends declared ($ 0.48 per share)
— — — ( 105,449,068 ) — ( 105,449,068 ) — ( 105,449,068 )
Capital contributions, net — — — — — — 442,500 442,500
Fair value of non-controlling interest in EyeLock LLC — — — — — — 656,000 656,000
Purchase of additional interest in EyeLock LLC — — 525,301 — — 525,301 ( 600,301 ) ( 75,000 )
Purchase of additional interest in BioCenturion LLC — — 1,205,963 — — 1,205,963 ( 4,591,549 ) ( 3,385,586 )
Net income (loss) (1) — — — 384,841,367 — 384,841,367 ( 55,650 ) 384,785,717
Other comprehensive income — — — — 6,677,095 6,677,095 — 6,677,095
BALANCE AS OF DECEMBER 31, 2025 215,445,024 $ 12,926,701 $ 1,008,589,267 $ 1,466,046,002 $ 267,754 $ 2,487,829,724 $ — $ 2,487,829,724
(1) Net income excludes net loss attributable to non-controlling interest of $ 103,591 for the year ended December 31, 2025 ( see Note 11 ).
The accompanying notes are an integral part of these consolidated financial statements. There may be some differences due to rounding.
54
GENTEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from consolidated operations $ 384,682,077 $ 404,487,743 $ 428,403,272
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 104,041,764 94,714,662 93,321,192
Gain on disposal of assets ( 2,913,889 ) ( 1,294,798 ) ( 355,544 )
Loss on disposal of assets 25,763 90,145 443,373
Gain on sale of investments and equity method investment income ( 3,353,399 ) ( 5,365,966 ) ( 5,492,269 )
Loss on sale of investments and equity method investment losses 7,793,350 9,991,670 11,476,947
Provision for credit losses
7,446,408 — —
Remeasurement of earnout provision
2,623,277 — —
Deferred income taxes ( 18,406,246 ) ( 12,421,412 ) ( 17,735,110 )
Stock based compensation expense related to employee stock options, employee stock purchases and restricted stock 36,649,818 39,539,362 39,197,422
Impairment charges - investments
14,081,956 — —
Impairment charges - goodwill and intangible assets
— 8,864,704 —
Change in operating assets and liabilities:
Accounts receivable ( 14,615,535 ) 27,106,680 ( 45,251,116 )
Inventories 18,138,298 ( 32,624,417 ) 2,127,242
Prepaid expenses and other 214,617 ( 9,873,572 ) ( 4,101,866 )
Accounts payable 52,402,600 ( 26,021,165 ) 40,951,490
Accrued liabilities ( 1,684,568 ) 1,019,584 ( 5,735,441 )
Net cash flows provided by operating activities
587,126,291 498,213,220 537,249,592
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Activity in available-for-sale securities:
Sales proceeds 73,979,042 42,675,048 58,847,341
Maturities and calls 2,934,000 16,235,000 17,445,000
Purchases ( 26,019,669 ) ( 51,086,506 ) ( 80,908,455 )
VOXX share purchases — ( 31,450,000 ) ( 16,941,043 )
Purchase of technology investments ( 22,717,828 ) ( 27,659,631 ) ( 71,083,511 )
Plant and equipment additions ( 129,088,778 ) ( 144,669,002 ) ( 183,678,460 )
Proceeds from sale of plant and equipment 8,407,920 3,310,600 292,723
Acquisition of businesses, net of cash acquired ( 156,291,946 ) ( 2,870,769 ) ( 18,936,539 )
Loans to technology investment partners
( 16,213,318 ) — —
Increase in other assets ( 1,888,944 ) ( 6,563,157 ) ( 4,453,376 )
Net cash used for investing activities ( 266,899,521 ) ( 202,078,417 ) ( 299,416,320 )
CASH FLOWS USED FOR FINANCING ACTIVITIES:
Issuance of common stock from stock plan transactions 14,460,201 27,295,127 29,398,272
Cash dividends paid ( 106,860,563 ) ( 110,438,045 ) ( 112,150,060 )
Repurchases of common stock ( 315,499,459 ) ( 206,108,138 ) ( 147,401,103 )
Net cash used for financing activities ( 407,899,821 ) ( 289,251,056 ) ( 230,152,891 )
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 87,673,051 ) 6,883,747 7,680,381
CASH AND CASH EQUIVALENTS, Beginning of year 233,318,766 226,435,019 218,754,638
CASH AND CASH EQUIVALENTS, End of year $ 145,645,715 $ 233,318,766 $ 226,435,019
Twelve Months Ended December 31,
SUPPLEMENTAL CASH FLOW DATA 2025 2024 2023
Non-cash investing and financing activities:
Change in Property and equipment in accounts payable and accrued expenses and other current liabilities $ 17,371,599 $ ( 9,802,961 ) $ 6,927,750
The accompanying notes are an integral part of these consolidated financial statements.
55
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
.
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
The Company
Gentex Corporation, including its wholly-owned subsidiaries (the "Company"), is a leading supplier of digital vision, connected car, dimmable glass, fire protection technologies, premium audio products, medical devices, and consumer electronics. The Company’s largest business segment involves designing, developing, manufacturing, marketing, and supplying automatic-dimming rearview and non-dimming mirrors and various electronic modules for the automotive industry. The Company ships its products to all of the major automotive producing regions worldwide, which it supports with numerous sales, engineering and distribution locations worldwide.
A substantial portion of the Company’s net sales and accounts receivable result from transactions with domestic and foreign automotive manufacturers and Tier 1 suppliers. The Company also designs, develops, manufactures, markets, and supplies: dimmable aircraft windows for the aviation industry; commercial smoke alarms and signaling devices for the fire protection products industry; premium audio, aftermarket electronics, consumer electronic and accessory products; medical devices; and biometric products and technologies for the commercial and retail consumer electronics industries. The Company does not require collateral or other security for trade accounts receivable.
Significant accounting policies of the Company not described elsewhere are as follows:
Consolidation
The Consolidated Financial Statements include the accounts of Gentex Corporation and all of its wholly-owned and majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany accounts and transactions have been eliminated.
Non-controlling interests represent the equity interests in consolidated entities that the Company does not wholly own. The Consolidated Financial Statements reflect 100% of the revenues, expenses, assets, and liabilities (after elimination of intercompany transactions), even though the Company does not own 100% of the equity interests of these consolidated entities. The Company follows FASB ASC 810-10-45-21 to report a non-controlling interest (other than non-controlling interests subject to a put option) in the Consolidated Balance Sheets within the equity section, separately from the Company’s retained earnings. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate shares of the earnings or losses and other comprehensive (loss) income, if any, and the non-controlling interest continues to be attributed their share of losses even if that attribution results in a deficit non-controlling interest balance.
The Company classifies securities with redemption features that are not solely within its control outside of permanent equity, specifically the non-controlling shareholder interest in Onkyo Technology KK ("Onkyo"), acquired in conjunction with the acquisition of VOXX International Corporation ("VOXX") (see Note 1 1 "Acquisitions" ). This redeemable non-controlling interest, subject to a put/call option, is recorded at the greater of the non-controlling interest balance determined pursuant to ASC 810-10, “ Consolidation ,” or the redemption value (which is based upon the greater of a specified formula) when a redemption value exists. In periods where the specific formula results in a negative amount, and thus no redemption value, no redemption adjustment is recorded. Changes in the non-controlling interest due to changes in the redemption amount are immediately recorded as equity transactions and the Company's earnings per share calculation would be adjusted accordingly to treat any redemption adjustment similar to a dividend.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
56
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
Cash Equivalents
Cash equivalents consist of funds invested in bank accounts and money market funds that have daily liquidity.
Investments
Available for sale securities
The Company follows the provisions of ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities, and for its non-financial assets and liabilities subject to fair value measurements. ASC 820 provides a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards that permit, or in some cases, require estimates of fair-market value. This standard also expanded financial statement disclosure requirements about a company’s use of fair-value measurements, including the effect of such measurement on earnings. The cost of securities sold is based on the specific identification method.
The Company determines the fair value of its government securities, asset-backed securities, corporate bonds, and certain municipal bonds by utilizing monthly valuation statements that are provided by its broker. The broker determines the investment valuation by utilizing the bid price in the market and also refers to third party sources to validate valuations, and as such are classified as Level 2 assets.
The Company's certificates of deposit are classified as available for sale and are considered as Level 1 assets. These investments are carried at amortized cost, which approximates fair value.
As of December 31, 2024, the Company held a total of 6,463,308 shares of VOXX Class A Common Stock. The VOXX shares held by the Company were publicly traded, had a readily determinable fair market value, and were considered Level 1 assets. The Company accounted for the VOXX investment in accordance with ASC 323 – Investments – Equity Method and Joint Venture , with the election to use the Fair Value Option under ASC 825 - Fair Value . As a result of this election, changes in fair value of the shares were recorded in Investment (loss) income, net in the Consolidated Statements of Income. The Company recorded a gain of $ 0.8 million during the year ended December 31, 2025 and a loss of $ 2.4 million during the year ended December 31, 2024, relating to mark to market adjustments in Investment (loss) income, net, related to VOXX.
On April 1, 2025, the Company completed its previously announced merger of VOXX pursuant to that certain Agreement and Plan of Merger dated as of December 17, 2024 (the "Merger Agreement"), acquiring all of the issued and outstanding shares of VOXX common stock not already owned by the Company for a purchase price of $ 7.50 per share. The Company's investment in VOXX has been included in the purchase price of the entity pursuant to step-acquisition accounting under ASC 805, Business Combinations (see Note 1 1 "A cquisitions" ).
Equity Method Investment - ASA
The Company has a 50 % non-controlling ownership interest in ASA Electronics, LLC and Subsidiary ("ASA"), that was obtained in conjunction with the acquisition of VOXX on April 1, 2025 (see Note 1 1 "Acquisitions" ) and is accounted for in accordance with ASC 323, Investments – Equity Method and Joint Venture . ASA acts as a distributor of mobile electronics, specifically designed for niche markets, including: RV's; buses; and commercial, heavy duty, agricultural, construction, powersport, and marine vehicles. ASC 810, Consolidation , requires the Company to evaluate non-consolidated entities periodically, and as circumstances change, to determine if an implied controlling interest exists. In conjunction with the acquisition of VOXX on April 1, 2025, the Company evaluated this equity method investment and concluded that ASA is not a variable interest entity. The balance of the Company's investment in ASA as of December 31, 2025, was $ 20.0 million and is included in Long-term investments on the accompanying Consolidated Balance Sheet.
57
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
Technology Investments
The Company also periodically makes strategic investments in the non-marketable debt or equity securities of non-consolidated third parties ("technology investments"). Such technology investments totaled approximately $ 146.6 million at December 31, 2025, of which $ 144.9 million and $ 1.7 million are recorded in Long-term investments and Short-term investments, respectively, on the accompanying Consolidated Balance Sheet, and $ 155.9 million as of December 31, 2024, of which $ 149.9 million and $ 6.0 million are recorded in Long-term investments and Short-term investments, respectively, on the accompanying Consolidated Balance Sheet.
Depending on the form of investment, and the degree of influence the Company has over the investee, the Company primarily accounts for the technology investments in accordance with ASC 321, Investments- Equity Securities or ASC 323 – Investments – Equity Method and Joint Venture . The Company accounts for equity securities in non-controlled affiliates through which the Company exercises significant influence but does not have control over the investee under the equity method, with the Company’s share of the earnings or losses of non-controlled affiliates recognized within Other, net in the Company's Consolidated Statement of Income . All other technology investments that the Company holds are primarily accounted for under the measurement alternative of ASC 321. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.
A summary of the Company’s most significant technology investments is below:
Adasky Ltd. - Adasky is an Israeli based leading developer and manufacturer of intelligent, high-resolution thermal sensing systems for vehicle safety and perception applications and smart city roadway solutions. The Company's investment includes preferred shares of Adasky accounted for using the measurement alternative and common shares of Adasky accounted for using the equity method of accounting. During the year ended December 31, 2025, the Company made an additional investment of $ 5.0 million in Adasky common shares and has an approximately 34 % ownership stake in Adasky as of December 31, 2025. As of December 31, 2025 and 2024, the carrying value of the Company’s investments in Adasky was $ 47.2 million and $ 44.0 million, respectively.
Green Marbles - GreenMarbles is a provider of sustainable solutions for integration into properties. In 2022, the Company obtained an equity share in GreenMarbles for $ 25.0 million, consisting of $ 20.0 million of cash investment and the issuance of $ 5.0 million worth of the Company's common stock. The Company accounts for its investment in GreenMarbles using the equity method. During the year ended December 31, 2025, the Company recorded an impairment charge related to this investment, as further discussed below. As of December 31, 2025 and 2024, the carrying value of the investment in GreenMarbles was $ 11.5 million and $ 20.8 million, respectively, and as of December 31, 2025, the Company has an approximate 26 % ownership interest in the investee.
Simplenight - Simplenight provides drivers and vehicle occupants with access to enhanced mobile capability for booking personalized entertainment and lifestyle experiences in addition to everyday purchases. During the year ended December 31, 2025, the Company made an additional investment of $ 10.0 million in Simplenight, and as of December 31, 2025, the Company has an approximately 33 % ownership interest in Simplenight accounted for using the measurement alternative. As of December 31, 2025, and 2024, the carrying value of the Company’s investments in Simplenight was $ 39.3 million and $ 29.2 million, respectively.
Solace Power - Solace Power is a Canada-based company specializing in wireless power solutions. In 2023, the Company purchased an equity interest in Solace Power, which is accounted for using the measurement alternative. As of both December 31, 2025, and 2024, the carrying value of the Company's investment in Solace Power was $ 7.1 million, and as of December 31, 2025, the Company has an approximately 15 % ownership interest in the investee.
58
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
Retispec - RetiSpec is an artificial intelligence medical imaging company developing a tool for the early detection of disease biomarkers in the eye. During the year ended December 31, 2025, the Company made an additional investment of $ 2.8 million. The Company also recognized a $ 3.7 million revaluation gain during the year ended December 31, 2024, as part of its additional round of investment in that year, which included new investors in the entity. The Company accounts for RetiSpec using the measurement alternative. As of December 31, 2025, and 2024, the carrying value of the Company's investment in RetiSpec was $ 12.8 million and $ 10.0 million, respectively, and has a total of 20 % ownership interest at December 31, 2025.
During the year ended December 31, 2025, the Company recorded other-than-temporary impairment charges totaling $ 14.1 million related to certain of its technology investments within Investment (loss) income, net, on the accompanying Consolidated Statement of Income. During the second quarter of 2025, the Company identified indicators of impairment related to its investment in Green Marbles, LLC as a result of sustained deterioration in the operating results of the investee. The Company performed an impairment analysis of this equity method investment and recorded a charge of $ 6.2 million during the year ended December 31, 2025. The fair value of the investment was estimated using a discounted cash flow model. The Company's assumptions in estimating the fair value of Green Marbles, LLC utilized Level 3 inputs, including projected revenue growth, gross margins, EBITDA margins, and weighted average costs of capital. Based on the foregoing, the Company determined that the fair value of this investment was below its carrying value at the triggering event date and does not expect the fair value to recover under current conditions. During the third quarter of 2025, the Company identified indicators of impairment related to its investment in New Compliance B.V. following a funding round conducted by the investee at a per-share price below the Company's carrying value of this investment. As a result, the Company recorded an impairment charge of $ 2.2 million during the year ended December 31, 2025, to reduce the carrying value of this investment to a balance consistent with the fair value implied by New Compliance B.V.'s then most recent financing. During the fourth quarter of 2025, the Company identified indicators of impairment related to its investment in PayByCar, Inc., including sustained deterioration in the operating results of the investee and initiation of a plan of liquidation and dissolution, as approved by the investee's board of directors. Based on these indicators, the Company evaluated the investment in PayByCar for impairment and determined that the carrying amount of the investment was not recoverable and that its fair value was nominal. Accordingly, the Company recorded an impairment charge of $ 5.7 million for the year ended December 31, 2025 to write down the investment to its estimated fair value.
Assets or liabilities that have recurring fair value measurements are shown below as of December 31, 2025 and December 31, 2024:
Fair Value Measurements at Reporting Date Using
Total as of Quoted Prices in
Active Markets
for Identical
Assets Significant Other
Observable
Inputs Significant
Unobservable
Inputs
Description December 31, 2025 (Level I) (Level 2) (Level 3)
Cash & Cash Equivalents $ 145,645,715 $ 145,645,715 $ — $ —
Short-Term Investments:
Corporate Bonds 2,747,293 — 2,747,293 —
Other 924,658 924,658 — —
Long-Term Investments:
Asset-backed Securities 35,709,133 — 35,709,133 —
Corporate Bonds 55,596,276 — 55,596,276 —
Municipal Bonds 16,840,001 — 16,840,001
Total $ 257,463,076 $ 146,570,373 $ 110,892,703 $ —
59
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
Fair Value Measurements at Reporting Date Using
Total as of Quoted Prices in
Active Markets
for Identical
Assets Significant Other
Observable
Inputs Significant
Unobservable
Inputs
Description December 31, 2024 (Level I) (Level 2) (Level 3)
Cash & Cash Equivalents $ 233,318,766 $ 233,318,766 $ — $ —
Short-Term Investments:
Asset-backed Securities 2,851,933 — 2,851,933 —
Certificate of Deposit 751,728 751,728 — —
Corporate Bonds 3,971,200 — 3,971,200 —
Government Securities 3,982,275 — 3,982,275 —
Municipal Bonds 3,386,500 — 3,386,500 —
Other 1,400,176 1,400,176 — —
Long-Term Investments:
Asset-backed Securities 41,766,104 — 41,766,104 —
Corporate Bonds 54,537,517 — 54,537,517 —
Government Securities 6,199,535 — 6,199,535 —
Municipal Bonds 39,458,318 — 39,458,318
VOXX Common Stock 47,702,903 47,702,903 — —
Total $ 439,326,955 $ 283,173,573 $ 156,153,382 $ —
The amortized cost, unrealized gains and losses, and market value of investment securities are shown as of December 31, 2025 and 2024:
Unrealized
2025 Cost Gains Losses Market Value
Short-Term Investments:
Corporate Bonds $ 2,725,824 $ 21,469 $ — $ 2,747,293
Other 924,658 — — 924,658
Long-Term Investments:
Asset-backed Securities 34,581,117 1,128,541 ( 525 ) 35,709,133
Corporate Bonds 55,218,308 684,752 ( 306,784 ) 55,596,276
Municipal Bonds 16,662,335 351,044 ( 173,378 ) 16,840,001
Total $ 110,112,242 $ 2,185,806 $ ( 480,687 ) $ 111,817,361
60
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
Unrealized
2024 Cost Gains Losses Market Value
Short-Term Investments:
Asset-backed Securities $ 2,834,713 $ 17,220 $ — $ 2,851,933
Certificate of Deposit 750,000 1,728 — 751,728
Corporate Bonds 4,013,735 — ( 42,535 ) 3,971,200
Government Securities 3,981,161 1,114 — 3,982,275
Municipal Bonds 3,400,019 472 ( 13,991 ) 3,386,500
Other 1,400,176 — — 1,400,176
Long-Term Investments:
Asset-backed Securities 41,372,112 620,756 ( 226,764 ) 41,766,104
Corporate Bonds 54,552,964 355,627 ( 371,074 ) 54,537,517
Government Securities 6,206,437 13,124 ( 20,026 ) 6,199,535
Municipal Bonds 40,542,837 209,564 ( 1,294,083 ) 39,458,318
VOXX Common Stock 48,774,886 7,502,949 ( 8,574,932 ) 47,702,903
Total $ 207,829,040 $ 8,722,554 $ ( 10,543,405 ) $ 206,008,189
Unrealized losses on investments as of December 31, 2025 are as follows:
Aggregate Unrealized Losses Aggregate Fair Value
Less than one year $ 272,327 $ 24,149,316
Greater than one year 208,360 5,471,407
Total $ 480,687 $ 29,620,723
Unrealized losses on investments as of December 31, 2024 are as follows:
Aggregate Unrealized Losses Aggregate Fair Value
Less than one year $ 587,357 $ 46,365,022
Greater than one year 1,381,116 32,602,844
Total $ 1,968,473 $ 78,967,866
The Company utilizes the guidance provided by ASC 326 to determine whether any of the available-for-sale debt securities held by the Company were impaired. No investments were considered to be impaired during the years presented. The Company has the intention and current ability to hold its debt investments until the amortized cost basis has been recovered. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. No such investments were considered to be other-than-temporarily impaired in 2025 and 2024.
Fixed income securities as of December 31, 2025, have contractual maturities as follows:
Due within one year $ 2,747,293
Due between one and five years 47,664,458
Due over five years 60,480,952
$ 110,892,703
61
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, investments, accounts receivable, accounts payable, and short-term debt. The Company’s estimate of the fair values of these financial instruments approximates their carrying amounts at December 31, 2025 and 2024.
Allowance For Credit Losses
Trade Accounts Receivable:
The Company's trade accounts receivable arise from revenue transactions in the ordinary course of business. The Company extends credit to customers based on pre-defined criteria and trade receivables are generally due within 30 to 90 days. The Company estimates its allowances related to customer receivables based on historical credit and collections experience, customers' current financial condition and the specific identification of other potential problems, including the economic climate and impact supply chain constraints have had on specific customers. Actual collections can differ, requiring adjustments to the allowances, but historically such adjustments have not been material.
The following table presents the activity in the Company’s allowance for credit losses related to trade accounts receivable:
Beginning
Balance Net Additions/Deductions
and Other
Adjustments Ending
Balance
Year Ended December 31, 2025:
Allowance for Credit Losses $ 2,036,897 $ 533,652 $ 2,570,549
Year Ended December 31, 2024:
Allowance for Credit Losses $ 2,665,203 $ ( 628,306 ) $ 2,036,897
Year Ended December 31, 2023:
Allowance for Credit Losses $ 2,967,095 $ ( 301,892 ) $ 2,665,203
The Company’s allowance for credit losses related to trade accounts receivable primarily relates to financially distressed customers. The Company continues to work with these customers in collecting past due balances.
Loans Receivable:
From time to time, the Company makes loans, in the ordinary course of business, to certain of its technology investees. Such loans vary in length and are interest bearing. As such, the loans are not deemed to be additional investments in the technology investees as the parties intend for the loans to be repaid. These loans are classified within Prepaid expenses and other and Patents and other assets, net, on the accompanying Consolidated Balance Sheet based on the maturity dates of the loans. The Company estimates an allowance for credit losses for these loans receivable in accordance with ASC 326, Financial Instruments - Credit Losses . This allowance reflects the Company's estimate of expected credit losses over the contractual term of the loans, considering historical loss experience, current conditions, and reasonable and supportable forecasts. The estimate is developed using a combination of quantitative data and qualitative factors, including borrower creditworthiness, loan-specific risk characteristics, macroeconomic trends, and other relevant information, all of which is updated quarterly. The allowance is adjusted through a provision for credit losses, presented within Other, net on the Company's Consolidated Statements of Income. For the year ended December 31, 2025, the Company recorded an increase to the credit loss allowance of $ 7.4 million. The balance of the loans included in Prepaid expenses and other on the accompanying Consolidated Balance Sheet at December 31, 2025, was $ 13.5 million, net of credit loss allowance. The balance of the loans included in Patents and other assets, net, on the accompanying Consolidated Balance Sheet at December 31, 2025, was $ 7.9 million, net of credit loss allowance.
62
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
Inventories
The Company values its inventory at the lower of cost or net realizable value ("NRV"). NRV is defined as estimated selling prices less costs of completion, disposal, and transportation. Inventories include material, direct labor, and manufacturing overhead. Cost is determined primarily on a standard cost basis that approximates the first-in, first-out (FIFO) method, with a portion valued on a weighted moving-average basis, both of which approximate actual cost. Inventories consisted of the following as of December 31, 2025 and 2024:
2025 2024
Raw materials $ 280,645,041 $ 307,098,829
Work-in-process 64,473,370 48,098,732
Finished goods 171,135,206 81,299,884
Total Inventory $ 516,253,617 $ 436,497,445
Estimated inventory allowances for slow-moving and obsolete inventories are based on current assessments of future demand, market conditions, purchase orders, selling prices, evaluation of longer lead times for certain electronic components, and related management initiatives. If market conditions or customer requirements change and are less favorable than those projected by management, inventory allowances are adjusted accordingly. Allowances for slow-moving and obsolete inventories (which are included, net, in the above inventory values) were $ 12.2 million and $ 9.9 million at December 31, 2025 and 2024, respectively. The increase in the inventory balance, as well as the increase in the balance of the allowance for slow moving and obsolete inventories at December 31, 2025, was due to the acquisition of VOXX ( see Note 11, Acquisitions ).
Plant and Equipment
Plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed for financial reporting purposes using the straight-line method, with estimated useful lives of 7 to 30 years for buildings and improvements, and 3 to 10 years for machinery and equipment. Depreciation expense was approximately $ 88.8 million, $ 76.8 million and $ 73.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. The increase in depreciation expense during the year ended December 31, 2025, was a result of the acquisition of VOXX on April 1, 2025 ( see Note 11, Acquisitions ).
Repairs and Maintenance
Major renewals and improvements of property and equipment are capitalized, and repairs and maintenance are expensed as incurred. The Company incurred expenses relating to the repair and maintenance of plant and equipment of approximately $ 34.9 million, $ 35.3 million and $ 31.0 million, in 2025, 2024 and 2023, respectively.
Impairment or Disposal of Long-Lived Assets
The Company reviews long-lived assets, including property, plant and equipment and other intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets . ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. There were no impairments of long-lived assets incurred during the year ended December 31, 2025, 2024, or 2023.
63
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
Patents
The Company’s policy is to capitalize costs incurred to obtain patents. The cost of patents is amortized over their useful lives. The cost of patents in process is not amortized until issuance. The Company periodically obtains intellectual property rights, in the ordinary course of business, and the cost of the rights are amortized over their useful lives. At December 31, 2025 and 2024, total patents, net of accumulated amortization, were $ 11.0 million and $ 11.1 million, respectively, and are included in Patents and other assets, net, on the accompanying Consolidated Balances Sheets. At December 31, 2025, patents had a weighted average amortized life of 9 years.
Goodwill and Intangible Assets
Goodwill and other intangible assets consist of the excess of consideration over the fair values of net assets acquired (goodwill) and other intangible assets (patents, contracts, trademarks/tradenames, developed technology and customer relationships). Values assigned to the respective assets are determined in accordance with ASC 805 " Business Combinations " ("ASC 805") and ASC 350 " Intangibles – Goodwill and Other " ("ASC 350").
Goodwill is calculated as the excess of the cost of an acquisition over the fair values assigned to identifiable net assets acquired. In accordance with ASC 350, the Company reviews goodwill for impairment during the fourth quarter on an annual basis or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company performs an impairment review for each of its reporting units with goodwill, which are Automotive, Premium Audio, Dimmable Aircraft Windows, Nanofiber, Medical, and Biometrics, using either a qualitative approach and/or quantitative approach employing a fair value method that incorporates certain assumptions and judgments. The fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. The Company performs a qualitative assessment (step 0) to determine whether it is more likely than not that a reporting unit's fair value is less than its carrying amount. If not, no further goodwill impairment testing is performed. If so, the Company performs a step 1 test to determine the fair value of the reporting unit using an income approach to estimate the fair value of each of its reporting units and a market valuation approach to further support this analysis. If such fair value of the reporting unit is greater than its carrying amount, goodwill is not considered to be impaired. However, if such fair value of the reporting unit is less than its carrying amount, an impairment charge is recorded as the excess of the reporting unit's carrying value over its fair value.
The assumptions included in the impairment tests require judgment and changes to these inputs could impact the results of the calculations which could result in an impairment charge in future periods if the carrying amount of the reporting unit exceeds its calculated fair value. For the qualitative assessment performed, management considers factors such as macro-economic conditions, industry and market considerations, overall financial performance, and other Company-specific events, amongst other factors, in making the determination as to whether it is more likely than not that a reporting unit's fair value is less than its carrying amount. Other than management's internal projections of future cash flows, the primary assumptions used in the step 1 impairment test is the weighted-average cost of capital and long-term growth rates. Although the Company's cash flow forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management is using to operate the underlying business, there are significant judgments involved in determining the expected future cash flows attributable to a reporting unit. During the year ended December 31, 2024, the Company recorded $ 3.7 million of impairment charges related to the Nanofiber reporting unit as a result of the annual impairment review. No impairment charges were recorded during the years ended December 31, 2025 and 2023.
In accordance with ASC 350, indefinite lived intangible assets are also subject to annual impairment testing or more frequently if indicators of impairment are identified. Management's judgment and assumptions are required in determining the underlying fair value of the indefinite lived intangible assets. While the Company believes the judgments and assumptions used in determining fair value are reasonable, different assumptions could change the estimated fair values and, therefore, impairment charges could be required, which could be material to the Consolidated Financial Statements. The Company performs a qualitative
64
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
assessment (step 0) to determine whether it is more likely than not that an intangible asset's fair value is less than its carrying amount. If not, no further impairment testing over the indefinite lived intangible asset is performed.
As part of recent acquisitions, the Company acquired indefinite lived in-process research and development ("IPR&D") intangible assets. These IPR&D intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. Upon completion of the projects, the assets will be amortized over the expected economic life of the asset, which will be determined on that date. Should the project be determined to be abandoned, and if the asset developed has no alternative use, the full value of the asset will be charged to expense at that time.
During the year ended December 31, 2024, the Company recorded $ 5.2 million in impairment charges within its Nanofiber reporting unit related to the Vaporsens Inc. ("Vaporsens") IPR&D asset as a result of the annual impairment review. No impairment charges were recorded during the years ended December 31, 2025 and 2023.
Refer to Note 9 , "Goodwill and Intangible Assets" for information regarding the impairment testing performed in calendar year 2025 and 2024.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers . The Company applies the FASB’s guidance on revenue recognition, which requires recognition of the amount of revenue and consideration that is expected to be received in exchange for goods and services transferred to customers. To do this, the Company applies the five-step model prescribed by the FASB, which requires it to: (a) identify the contract with the customer; (b) identify the performance obligations in the contract; (c) determine the transaction price; (d) allocate the transaction price to the performance obligations in the contract; and (e) recognize revenue when, or as, the performance obligation is satisfied.
The Company accounts for a contract or purchase order when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenue is recognized when control of the product passes to the customer, which is upon shipment, unless otherwise specified within the customer contract or on the purchase order as delivery and is recognized at the amount that reflects the consideration the Company expects to receive for the products sold, including any forms of discounts. Sales are shown net of returns, which have not historically been significant. The Company does not generate sales from arrangements with multiple deliverables.
Purchase orders submitted to the Company by its customers are typically of a duration of one year or less. As such, the Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less, for which work has not yet been performed. Within its Automotive Products segment, the Company generally receives purchase orders from customers on an annual basis in the ordinary course of business. Typically, such purchase orders provide the annual terms, including pricing, related to a particular vehicle model. Purchase orders generally do not specify quantities. The Company recognizes revenue based on the pricing terms included in such annual purchase orders.
The Company's typical payment terms vary based on the customer and the type of goods and services in the contract or purchase order. The period of time between invoicing and when the payment is due is not significant. Amounts billed and due from customers are classified as receivables on the accompanying Consolidated Balance Sheets. As the Company's standard payment terms are less than one year, the
65
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
practical expedient under ASC 606-10-32-18 has been elected to not assess whether a contract has a significant financing component.
As part of certain agreements, entered into in the ordinary course of business, the Company is asked to provide customers with annual price reductions. Such amounts are subject to estimate and are accrued as a reduction of revenue as control of the products is transferred to the customer under standard commercial terms. For any shipments of product that may be subject to retroactive price adjustments that are then being negotiated, the Company records revenue based on the Company’s best estimate of the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods to the customer. The Company's best estimate requires significant judgment based on historical results and expected outcomes of ongoing negotiations with customers. The Company's approach is to consider these adjustments to the contract price as variable consideration which is estimated based on the then most likely price amount. In addition, the Company has ongoing adjustments to pricing arrangements with customers based on the related content, the cost of Company products and other commercial factors. Such pricing accruals are adjusted as they are settled with customers.
The Company offers sales incentives to certain customers in the form of: (a) co-operative advertising allowances; (b) market development funds; (c) volume incentive rebates; and (d) other trade allowances. The Company accrues the cost of co-operative advertising allowances, volume incentive rebates, and market development funds at the later of when the customer purchases its products or when the sales incentive is offered to the customer. The Company records the provision for other trade allowances at the later of when the sales incentive is offered or when the related revenue is recognized. Except for other trade allowances, all sales incentives require the customer to purchase the Company's products during a specified period of time and to claim the sales incentive within a certain time period (referred to as the "claim period"). All costs associated with sales incentives are classified as a reduction of net sales. Depending on the specific facts and circumstances, the Company utilizes either the most likely amount or the expected value methods to estimate the effect of uncertainty on the amount of variable consideration to which it would be entitled related to sales incentive adjustments. Both methods are based upon the contractual terms of the incentives and historical experience with each customer. Although the Company makes its best estimate of sales incentive liabilities, many factors, including significant unanticipated changes in the purchasing volume and the lack of claims from customers could have a significant impact on the liability for sales incentives and reported operating results. The Company records estimates for cash discounts, promotional rebates, and other promotional allowances in the period the related revenue is recognized (“Customer Credits”). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are presented within Other accrued liabilities on the accompanying Consolidated Balance Sheets.
Refer to Note 1 0 , "Revenue" , for further information. The Company has concluded that its estimates of variable consideration are not constrained according to the definition within the standard. Additionally, the Company applies the practical expedient in ASC paragraph 606-10-25-18B and accounts for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment activity, rather than a separate performance obligation.
Advertising and Promotional Materials
All advertising and promotional costs are expensed as incurred and amounted to approximately $ 8.0 million, $ 4.5 million, and $ 3.4 million, in the years ended December 31, 2025, 2024 and 2023, respectively. The increase in advertising expense during the year ended December 31, 2025 was due to the acquisition of VOXX and inclusion of VOXX in the Company's consolidated result beginning on April 1, 2025 ( see Note 11, Acquisitions ).
Self-Insurance
The Company is self-insured for a portion of its risk on workers’ compensation and employee medical costs. The arrangements provide for stop loss insurance to manage the Company’s risk. Such costs are accrued based on known claims and an estimate of incurred, but not reported ("IBNR") claims. IBNR claims are estimated using historical lag information and other data provided by claims administrators. This estimation
66
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
process is subjective, and to the extent that future results differ from original estimates, adjustments to recorded accruals may be necessary.
Product Warranty
The Company warrants its products against certain defects in material and workmanship, when used as designed. These warranties do not provide a service beyond assuring that the products comply with agreed-upon specifications and are not sold separately. Warranty expenses are accrued at the time the related revenue is recognized, based on the Company's estimated cost to repair, or replace expected product returns for warranty matters. The liabilities associated with product warranty are estimated based on historical experiences of actual warranty claims, as well as known facts and circumstances. At December 31, 2025 and 2024, the warranty liability of $ 8.3 million and $ 2.8 million, respectively, was recorded in Other, under Accrued liabilities on the accompanying Consolidated Balance Sheets. For the years ended December 31, 2025, 2024 and 2023 warranty claims and product repair cost expense was $ 2.0 million, $ 1.4 million, and $ 2.1 million, respectively. The increase in the warranty liability balance at December 31, 2025, and the warranty claims and product repair expense for the year ended December 31, 2025, is due to the acquisition of VOXX.
Income Taxes
The provision for income taxes is based on the earnings reported in the Consolidated Financial Statements. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in deductible or taxable amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates. A valuation allowance is established whenever management determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company applies the provisions of ASC 740, Income Taxes , as it relates to uncertainty in income taxes recognized in the Company’s Consolidated Financial Statements. A threshold of more likely than not to be sustained upon examination is applied to uncertain tax positions. The Company deems the estimates related to this provision to be reasonable, however, no assurance can be given that the final outcome of these matters will not vary from what is reflected in the historical income tax provisions and accruals.
Leases
The Company accounts for operating leases in accordance with ASC Topic 842, Leases . The Company determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly, or implicitly, for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the rights to direct the use of, and to obtain substantially all of the economic benefit from, the use of the underlying asset. Some of the Company's leases include both lease and non-lease components, which are accounted for as a single lease component, as the Company has elected the practical expedient in ASC 842-10-15-37. Some of the Company's operating lease agreements include variable lease costs, including taxes, common area maintenance, or increases in rental costs related to inflation. Such variable payments, other than those dependent upon a market index or rate, are expensed when the obligation for those payments is incurred. Lease expense is recorded in operating expenses in the Consolidated Statements of Income. The Company's lease agreements do not currently contain any material residual value guarantees or material restrictive covenants. Leases with an initial term of 12 months or less, which do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise, are considered short term leases and are not recorded on the balance sheet. The Company had no short-term leases during the year ended December 31, 2025.
Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present value of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the Company's incremental borrowing rate is used based on information available at
67
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.
The Company has operating leases for certain offices, warehouses, vehicles, and other equipment, which are included within Patents and other assets, net, on the accompanying Consolidated Balance Sheets. The leases have remaining lease terms of less than 1 year to 5 years, some of which include renewal options. The Company considers these renewal options in determining the lease term to establish the right-of-use assets and lease liabilities when it is determined that it is reasonably certain that the renewal options will be exercised. The weighted average remaining lease term for operating leases as of December 31, 2025 was 3 years, with a weighted average discount rate of 4.7 %. Future minimum lease payments for operating leases are as follows:
Year ending December 31,
2026 $ 3,872,839
2027 2,358,838
2028 1,847,578
2029 778,733
2030 215,704
Thereafter 70,622
Total future minimum lease payments $ 9,144,314
Less imputed interest ( 415,779 )
Total $ 8,728,535
Earnings Per Share
The Company has unvested share-based payment awards with a right to receive non-forfeitable dividends, which are considered participating securities under ASC 260, Earnings Per Share . The Company allocates earnings to participating securities and computes earnings per share using the two-class method. Under the two-class method, net income per share is computed by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, net income is allocated to both common shares and participating securities based on
68
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
their respective weighted average shares outstanding for the period. For a period of net loss, net loss is not allocated to participating securities.
The following table sets forth the computation of basic and diluted net income per common share under the two-class method for each of the last three years:
2025 2024 2023
Basic Earnings Per Share Attributable to Gentex Corporation
Net Income Attributable to Gentex Corporation
$ 384,841,367 $ 404,487,743 $ 428,403,272
Less: Allocated to participating securities 5,713,110 5,613,957 6,352,424
Net Income available to common shareholders $ 379,128,257 $ 398,873,786 $ 422,050,848
Basic weighted average shares outstanding 217,834,174 225,710,698 229,405,479
Net Income Per Share Attributable to Gentex Corporation - Basic
$ 1.74 $ 1.77 $ 1.84
Diluted Earnings Per Share Attributable to Gentex Corporation
Allocation of Net Income used in basic computation $ 379,128,257 $ 398,873,786 $ 422,050,848
Reallocation of undistributed earnings 269 5,594 6,341
Net Income available to common shareholders — Diluted $ 379,128,526 $ 398,879,380 $ 422,057,189
Number of shares used in basic computation 217,834,174 225,710,698 229,405,479
Additional weighted average dilutive common stock equivalents 14,479 312,784 314,719
Diluted weighted average shares outstanding 217,848,653 226,023,482 229,720,198
Net Income Per Share Attributable to Gentex Corporation — Diluted
$ 1.74 $ 1.76 $ 1.84
For the years ended December 31, 2025, 2024 and 2023, 2,913,014 shares, 1,579,559 shares, and 1,441,812 shares, respectively, related to stock option plans were not included in diluted average common shares outstanding because they were anti-dilutive.
Comprehensive Income (Loss)
Comprehensive income (loss) reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. For the Company, comprehensive income represents net income adjusted for unrealized gains and losses on available for sale investments, derivatives, and foreign currency translation adjustments that are further detailed in Note 8 , "Comprehensive Income" .
Foreign Currency Translation
Assets and liabilities of the Company's foreign subsidiaries whose cash flows are primarily in local currencies have been translated at rates of exchange at year-end or historical exchange rates, as appropriate in accordance with ASC 830, " Foreign Currency Matters " ("ASC 830"). Revenues and expenses have been translated at the weighted-average rates of exchange in effect during the year. The resulting translation adjustment is recorded as a separate component of shareholders’ investment. Gains and losses arising from re-measuring foreign currency transactions into the appropriate currency are included in the
69
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
determination of Net Income and were not significant during the years ended December 31, 2025, 2024 and 2023.
Stock-Based Compensation Plans
The Company accounts for stock-based compensation using the fair value recognition provisions of ASC 718, Compensation - Stock Compensation . As described more fully in Note 5, "Stock-Based Compensation Plans", the Company provides, or has provided, compensation benefits under an omnibus incentive plan, two other stock option plans, another restricted stock plan, and two employee stock purchase plans. The Company utilizes the Black-Scholes model to estimate the value of the stock options, which requires the input of assumptions. These assumptions include estimating (a) the length of time employees will retain their vested stock options before exercising them (“expected term”), (b) the volatility of the Company’s common stock price over the expected term, (c) the number of options that will ultimately not complete their vesting requirements (“forfeitures”), and (d) expected dividends. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and consequently, the related amounts recognized on the Consolidated Statements of Operations.
Recent Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures . Under this ASU, public business entities must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate).” This ASU is effective on a prospective basis. The Company adopted ASU No. 2023-09 for the year ended December 31, 2025, on a prospective basis, and required changes are reflected in Note 3 , " Income Taxes " in the accompanying notes to the Consolidated Financial Statements. The adoption of ASU 2023-09 did not have a material impact on the Company's consolidated financial statements.
In March 2024, the Securities and Exchange Commission ("SEC") issued final climate disclosure rules. The rules require disclosure of climate-related information outside of the audited financial statements and disclosure in the footnotes addressing specified financial statement effects of severe weather events and other natural conditions above certain financial thresholds, certain carbon offsets and renewable energy credits or certificates, if material. Such disclosure requirements were scheduled to begin phasing in for fiscal years beginning on or after January 1, 2025. On April 4, 2024, the SEC exercised its discretion to voluntarily stay the effective date of the final rules pending completion of certain judicial review. In 2025, the SEC withdrew its defense of the climate disclosure rules and litigation has been held in abeyance until the SEC decides how to proceed. Though compliance with such rules is not currently required, the Company continues to evaluate the potential impact of compliance, as well as compliance with similar rules of other jurisdictions.
In November 2024, the FASB issued ASU No. 2024-03, " Disaggregation of Income Statement Expenses (Subtopic 220-40) ." The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. The Company is currently evaluating the impact of adopting the new ASU on its consolidated financial statements and related disclosures. In January 2025, the FASB issued ASU No. 2025-01, " Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ." This ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("VIE") , which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIE's. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those
70
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the provisions of the guidance and the impact on its Consolidated Financial Statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets in which all entities can assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. This ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its Consolidated Financial Statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . This ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. ASU 2025-06, which can be applied prospectively, retrospectively, or with a modified transition approach, is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its Consolidated Financial Statements and disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"). This ASU enhances consistency in interim reporting for all entities by clarifying interim disclosure requirements and the form and content of interim financial statements in accordance with GAAP. ASU 2025-11, which can be applied prospectively or retrospectively to any and all prior periods presented in the financial statements, is effective for the interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its Consolidated Financial Statements and related disclosures.
(2) DEBT AND FINANCING ARRANGEMENTS
In 2018, the Company entered into a credit agreement with PNC as the administrative agent and sole lender, which has been amended and restated as discussed below.
In 2023, as previously disclosed, the Company entered into an amended and restated credit agreement ("Credit Agreement") that provided for, among other things, a three-year unsecured revolving credit facility with a borrowing capacity of up to $ 250.0 million ("Revolver"). Included in the Revolver is a $ 20.0 million sublimit for standby letters of credit and a $ 35.0 million sublimit for swingline loans, each subject to certain conditions.
On October 2, 2025, as previously disclosed, the Company, in the ordinary course of business, amended the Credit Agreement, increasing the borrowing capacity of the Revolver to $ 350.0 million, and extending the maturity date three years through October 1, 2028, which would have otherwise matured on February 21, 2026. All other sub-limits under the amended Credit Agreement remain the same. Funds are available under the Revolver for working capital, capital expenditures, and other lawful corporate purposes, including, but not limited to, acquisitions and common stock repurchases, subject in each case to compliance with certain financial covenants, as defined in the amended Credit Agreement.
The obligations of the Company under the amended Credit Agreement are not secured, but are subject to certain covenants. The amended Credit Agreement contains customary representations and warranties and certain covenants that place certain limitations on the Company. As of December 31, 2025 and 2024, there was no balance outstanding on the Revolver. As of December 31, 2025, the Company was in compliance with all covenants under the Credit Agreement.
71
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's subsidiary, VOXX, which was acquired on April 1, 2025 (see Note 1 1 , "Acquisitions" ), has a loan agreement with the shareholders of its joint venture in Onkyo). The loan balance outstanding at December 31, 2025, was $ 3.8 million and is included in Short-term debt on the accompanying Consolidated Balance Sheet, representing the portion of the loan payable to the joint venture partner. All amounts outstanding under the loan will mature and become payable on September 8, 2031. The loan may be prepaid subject to the approval of the board of directors of the joint venture and must be repaid if either a put or call option is exercised in accordance with the joint venture agreement. The rate of interest for the shareholder loan is 2.5 % and the loan is secured by a second priority lien on all assets of Onkyo.
(3) INCOME TAXES
The provision for income taxes is based on the earnings reported in the accompanying Consolidated Financial Statements. The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been included in the Consolidated Financial Statements or tax returns. Under this method, deferred income tax liabilities and assets are determined based on the cumulative temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates expected to be applied to taxable income in years in which those temporary differences are expected to be recovered or settled. Deferred income tax expense is measured by the net change in deferred income tax assets and liabilities during the year.
The foreign components of income before the provision for income taxes were not material for the years ended December 31, 2025, 2024, and 2023. The components of the provision for income taxes are as follows:
2025 2024 2023
Currently payable:
Federal $ 86,632,458 $ 73,538,314 $ 85,978,954
State 5,785,802 4,678,030 6,242,525
Foreign 2,368,324 1,931,008 2,091,533
Total 94,786,584 80,147,352 94,313,012
Deferred income tax benefit:
Primarily federal ( 18,406,246 ) ( 12,421,412 ) ( 17,735,110 )
Provision for income taxes $ 76,380,338 $ 67,725,940 $ 76,577,902
72
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(3) INCOME TAXES, continued
The effective income tax rates are different from the statutory federal income tax rates for the following reasons:
Year ended December 31, 2025
Amount
Percent
U.S. federal statutory tax rate
$ 96,823,107 21.0 %
State and local income taxes, net of federal income tax effect (a)
4,235,953 0.9
Foreign tax effects
2,191,985 0.5
Effect of changes in tax laws or rates enacted in the current period
— —
Effect of cross-border tax laws:
Foreign-derived intangible income
( 18,785,189 ) ( 4.1 )
Other
553,577 0.1
Tax Credits:
Research and development tax credits
( 8,620,897 ) ( 1.9 )
Other
( 2,491,033 ) ( 0.5 )
Changes in valuation allowance
( 63,940 ) —
Nontaxable or nondeductible items
3,527,252 0.8
Changes in unrecognized tax benefits
( 954,278 ) ( 0.2 )
Other adjustments
( 36,199 ) —
Total income tax expense
$ 76,380,338 16.6 %
(a) State taxes in Michigan and Indiana made up the majority of the tax effect in this category.
Year ended December 31,
2024 2023
Statutory federal income tax rate 21.0 % 21.0 %
State income taxes, net of federal income tax benefit 0.8 0.8
Research tax credit ( 1.8 ) ( 1.3 )
Increase in reserve for uncertain tax provisions
0.2 —
Non-deductible executive compensation 0.3 0.1
Non-deductible expenses 0.1 0.1
Foreign tax credit ( 0.3 ) ( 0.5 )
Foreign derived intangible income deduction ( 5.9 ) ( 5.1 )
Stock compensation ( 0.4 ) ( 0.4 )
Other 0.3 0.5
Effective income tax rate 14.3 % 15.2 %
73
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(3) INCOME TAXES, continued
The tax effect of temporary differences which give rise to deferred income tax assets and liabilities at December 31, 2025 and 2024, are as follows:
December 31,
2025
2024
Assets:
Accruals not currently deductible $ 20,537,223 $ 11,491,033
Research and development costs 102,026,455 80,310,573
Stock based compensation 14,623,067 14,266,075
Excess book over tax depreciation
18,299,874 14,747,529
Tax carryforwards
41,607,290 1,807,536
Other 13,244,931 3,404,621
Less: Valuation Allowance
( 20,431,445 ) —
Total deferred income tax assets $ 189,907,395 $ 126,027,367
Liabilities:
Goodwill $ ( 56,452,171 ) $ ( 51,613,808 )
Intangible assets ( 16,630,104 ) ( 16,566,494 )
Other ( 9,395,450 ) ( 4,692,233 )
Total deferred income tax liabilities $ ( 82,477,725 ) $ ( 72,872,535 )
Net deferred income taxes $ 107,429,670 $ 53,154,832
In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating loss carryforwards can be utilized. The Company considers the level of historical taxable income, scheduled reversal of temporary differences, tax planning strategies, and projected future taxable income in determining whether a valuation allowance is warranted. Significant weight is given to positive and negative evidence that is objectively verifiable.
The realizability of deferred tax assets is evaluated on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance.
The valuation allowance on net deferred tax assets increased by $ 20.4 million during the year ended December 31, 2025.
As part of the Company’s acquisition of VOXX, the Company recognized deferred tax assets of $ 35.7 million, primarily related to net operating losses, tax credits, and deductible temporary differences, in accordance with ASC 805-740. Based on available evidence at the acquisition date, the Company concluded that it was more-likely-than-not that a portion of these acquired deferred tax assets would not be realized and therefore recorded a valuation allowance of $ 20.2 million against the acquired deferred tax assets, related primarily to U.S. foreign tax credits, Japan net operating loss carryforwards, and certain foreign deferred tax assets.
Other than as set forth above, during the year ended December 31, 2025, the Company recorded an increase to the valuation allowance of $ 0.2 million. This change resulted from current year activity and was recorded to income tax expense.
Any further increase or reduction in the valuation allowance could have a favorable or unfavorable impact on the Company's income tax provision and, as a result, net income in the period in which such determination is made.
74
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(3) INCOME TAXES, continued
As of December 31, 2025, the Company had U.S. federal net operating loss and federal tax credit carryforwards of $ 66.0 million and $ 7.0 million, respectively, as reported on its tax returns. The federal tax credits will begin to expire in 2030 if not utilized. The net operating loss carryforwards are indefinite-lived. As of December 31, 2025, the Company had Japan net operating loss carryforwards of $ 30.0 million, as reported on its tax returns. The Japan net operating loss will begin to expire in 2032 if not utilized.
In addition, the Company has various state net operating loss carryforwards and state tax credit carryforwards, as well as other foreign net operating loss carryforwards that expire in various years and amounts through tax year 2045, most of which have a valuation allowance applied against them as they are not likely to be utilized before expiration. Utilization of the Company’s net operating loss and credit carryforwards may be subject to annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. The Company has determined that no significant limitation would be placed on the utilization of our net operating loss and tax credit carryforwards due to prior ownership changes or expirations.
Income taxes paid in cash during the year ended December 31, 2025 were as follows:
Federal
$ 72,050,000
State
3,035,054
Foreign
3,614,611
Total income taxes paid, net
$ 78,699,665
Income taxes paid in cash were approximately $ 86.2 million, and $ 110.3 million during the years ended December 31, 2024 and 2023, respectively. No individual U.S. state or foreign jurisdiction exceeds 5% of total income taxes paid, net of refunds.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
2025
2024
2023
Beginning of year $ 5,798,000 $ 4,778,000 $ 4,630,000
Additions related to tax positions acquired in business combinations
4,244,000 — —
Additions based on tax positions related to the current year 1,451,000 1,350,000 1,046,000
Additions for tax positions in prior years 686,000 869,000 671,000
Reductions for tax positions in prior years ( 40,000 ) — ( 31,000 )
Reductions as a result of a lapse of the applicable statute of limitations ( 2,157,000 ) ( 1,199,000 ) ( 1,538,000 )
End of year $ 9,982,000 $ 5,798,000 $ 4,778,000
If recognized, $ 6.6 million of unrecognized tax benefits would affect the effective tax rate.
The Company recognizes interest and penalties related to unrecognized tax benefits through the provision for income taxes. The Company has accrued approximately $ 0.8 million, $ 0.4 million, and $ 0.4 million for interest as of December 31, 2025, 2024, and 2023, respectively. Interest expensed during the years ended December 31, 2025, 2024 and 2023 was not considered significant.
The Company is also subject to periodic and routine audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change as a result of an audit, new positions taken on income tax returns, settlement of tax positions, and the closing of statute of limitations. It is not expected, however, that any such change will be material to the Company’s Consolidated Financial Statements.
75
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(3) INCOME TAXES, continued
For the majority of tax jurisdictions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2020.
(4) EMPLOYEE BENEFIT PLANS
The Company has a 401(k) retirement savings plan in which substantially all of its employees may participate. The plan includes a provision for the Company to match a percentage of the employee’s contributions at a rate determined by the Company’s Board of Directors. During the years ended December 31, 2025, 2024 and 2023 the Company’s contributions were approximately $ 16.1 million, $ 14.9 million, and $ 13.8 million, respectively. The increase in the Company's matching contributions in 2025 was primarily due to increased employee participation in the plan as a result of the acquisition of VOXX on April 1, 2025 ( see Note 11, Acquisitions ) and the increase in contributions in 2024 was due to increased wages and increased employee participation in the plan.
The Gentex Corporation Non-Qualified Deferred Compensation Plan (the "Deferred Compensation Plan") is intended to enhance retirement savings among a select group of management or highly compensated employees who contribute significantly to the success of the Company. It is also intended to constitute an unfunded non-qualified deferred compensation plan described in Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Only select management and highly compensated employees, including executive officers, are eligible to participate. The Deferred Compensation Plan is administered by a committee who shall approve designation of any participants and may also remove participants.
Participants may elect, on a pre-tax basis, to defer receipt of compensation by making an election in accordance with the terms of the Deferred Compensation Plan. Participants are immediately vested in their own deferrals and related earnings. The Company may, but is not required, to match participant deferrals. Participants are generally vested in any such matching contributions 50 % after two years , but before three years , of service and 100 % after three years of service. A participant's vested credit balance under the Deferred Compensation Plan will generally be paid on the earliest to occur of: a separation from service; a fixed date or event; a change of control; or a plan termination. Subject to applicable rules, a participant can elect whether to receive his or her vested credit balance in a lump sum on the relevant payment date or in installments thereafter.
The deferrals are held in a separate irrevocable rabbi trust ("the Rabbi Trust"), which has been established pursuant to the Deferred Compensation Plan. The Rabbi Trust is intended to be used to hold funds, including matching contributions. The assets of the trust are subject to the claims of the Company's creditors in the event that the Company becomes insolvent. Consequently, the Rabbi Trust qualifies as a grantor trust for income tax purposes. The Company also makes periodic payments into Company-owned life insurance ("COLI") policies held in this Rabbi Trust to fund the expected obligations arising under this plan. At December 31, 2025 and 2024, total assets held by the trustee were $ 17.7 million and $ 13.7 million, respectively, which are recorded in Patents and other assets, net, with an associated liability of $ 17.7 million and $ 13.9 million recorded in Other Non-Current Liabilities in the Company's Consolidated Balance Sheets at December 31, 2025 and 2024, respectively. The assets held by the trustee are invested in COLI policies, whose cash surrender values are equal to the fair value measured using Level 2 inputs, based on the underlying assets of the COLI policies.
(5) STOCK-BASED COMPENSATION PLANS
At December 31, 2025, the Company had two equity incentive plans under which awards are made, which include the Gentex Corporation 2019 Omnibus Incentive Plan ("2019 Omnibus Plan"), and an employee stock purchase plan. Those plans and any material amendments thereto have previously been approved by shareholders.
The 2019 Omnibus Plan provides for the potential awards to: a) employees; and b) non-employee directors of the Company or its subsidiaries, which potential awards may be stock options, both incentive stock options and non-qualified stock options, appreciation rights, restricted stock, restricted stock units,
76
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
performance share awards and performance units, and other awards that are stock-based, cash-based or a combination of both. The 2019 Omnibus Plan replaced the Company's Employee Stock Option Plan, Second Restricted Stock Plan, and Amended and Restated Non-Employee Director Stock Option Plan (the "Prior Plans"), which were also approved by shareholders. Any existing awards previously granted under the Prior Plans remain outstanding in accordance with their terms and are governed by the Prior Plans as applicable.
2019 Omnibus Incentive Plan
The 2019 Omnibus Plan covers 45,000,000 shares of common stock. The purpose of the 2019 Omnibus Plan is to attract and retain employees, officers, and directors of the Company and its subsidiaries and to motivate and provide such persons incentives and rewards for performance. As of December 31, 2025, 35,874,930 shares (net of shares from canceled/expired options) have been issued under the 2019 Omnibus Plan, which includes stock options, restricted shares, and performance share awards (each at a set conversion rate).
Shares Granted Conversion Rate Total Shares Under 2019 Omnibus Plan
Non-Qualified Stock Options 5,008,005 1.00 5,008,005
Restricted Stock 6,334,667 4.06 25,718,748
Performance Shares 1,268,024 4.06 5,148,177
Total 12,610,696 35,874,930
Employee Stock Options
The Employee Stock Option Plan allowed the Company to grant up to 24,000,000 shares of common stock under the plan, prior to its replacement by the 2019 Omnibus Plan.
The Company has granted options on 5,008,005 shares (net of shares from canceled/expired options) under the 2019 Omnibus Plan and 12,674,639 shares (net of shares from canceled/expired options) under the prior plan (prior to its replacement) through December 31, 2025. Under each of such plans, the option exercise price equals the stock’s market price on date of grant. The options vest after one to five years , and expire after five to ten years .
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the indicated periods:
2025 2024 2023
Dividend yield (1)
1.6 % 1.6 % 1.7 %
Expected volatility (2)
25.6 % 28.0 % 28.8 %
Risk-free interest rate (3)
3.8 % 4.1 % 4.0 %
Expected term of options (in years) (4)
4.1 4.1 4.2
Weighted-average grant-date fair value $ 5.49 $ 7.98 $ 7.66
(1) Represents the Company's estimated cash dividend yield over the expected term of option grant.
(2) Amount is determined based on analysis of historical price volatility of the Company's common stock. The expected volatility is based on the daily percentage change in the price of the stock over a period equal to the expected term of the option grant.
(3) Represents the U.S. Treasury yield over the expected term of the option grant.
(4) Represents the period of time that options granted are expected to be outstanding. Based on analysis of historical option exercise activity, the Company has determined that all employee groups exhibit similar exercise and post-vesting termination behavior.
As of December 31, 2025, there was $ 3.7 million of unrecognized compensation cost related to stock option awards which is expected to be recognized over the remaining vesting periods, with a weighted-average period of 0.83 years. Stock option expense for the years ended December 31, 2025, 2024 and 2023 was $ 3.4 million, $ 5.1 million, and $ 6.1 million, respectively.
77
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
A summary of the status of the Company’s stock option plans at December 31, 2025, 2024 and 2023, and changes during the same periods are presented in the tables below.
2025
Shares
(000) Wtd. Avg.
Ex. Price Wtd. Avg.
Remaining
Contract Life Aggregate
Intrinsic
Value
(000)
Outstanding at Beginning of Year 3,738 $ 30
Granted 528 23
Exercised ( 336 ) 24 $ 760
Forfeited ( 565 ) 30
Outstanding at End of Year 3,365 29 2.2 years $ 373
Exercisable at End of Year 2,076 $ 30 1.5 years $ 59
2024
Shares
(000) Wtd. Avg.
Ex. Price Wtd. Avg.
Remaining
Contract Life Aggregate
Intrinsic
Value
(000)
Outstanding at Beginning of Year 4,387 $ 29
Granted 292 32
Exercised ( 784 ) 27 $ 5,714
Forfeited ( 157 ) 29
Outstanding at End of Year 3,738 30 2.4 years $ 4,784
Exercisable at End of Year 2,104 $ 29 1.8 years $ 3,625
2023
Shares
(000) Wtd. Avg.
Ex. Price Wtd. Avg.
Remaining
Contract Life Aggregate
Intrinsic
Value
(000)
Outstanding at Beginning of Year 4,872 $ 28
Granted 768 30
Exercised ( 1,023 ) 31 $ 7,847
Forfeited ( 230 ) 29
Outstanding at End of Year 4,387 29 2.9 years $ 17,491
Exercisable at End of Year 1,942 $ 29 2.3 years $ 8,916
78
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
A summary of the status of the Company’s non-vested employee stock option activity for the years ended December 31, 2025, 2024, and 2023, are presented in the table below:
2025 2024 2023
Shares
(000) Wtd. Avg
Grant
Date
Fair Value Shares
(000) Wtd. Avg
Grant
Date
Fair Value Shares
(000) Wtd. Avg
Grant
Date
Fair Value
Nonvested Stock Options at Beginning of Year 1,634 $ 7 2,445 $ 7 2,913 $ 6
Granted 529 5 293 8 768 8
Vested ( 753 ) 7 ( 1,013 ) 6 ( 1,056 ) 6
Forfeited ( 122 ) 7 ( 91 ) 7 ( 180 ) 6
Nonvested Stock Options at End of Year 1,288 $ 6 1,634 $ 7 2,445 $ 7
Restricted Shares
The Company’s Second Restricted Stock Plan provided for a maximum number of shares that may be subject to awards of 9,000,000 shares, prior to its replacement by the 2019 Omnibus Plan.
Restricted shares awarded under either that plan or the 2019 Omnibus Plan entitle the shareholder to all rights of common stock ownership, except that the shares may not be sold, transferred, pledged, exchanged or otherwise disposed of during the restriction period. The restriction period is determined by a committee, appointed by the Board of Directors, but may not exceed ten years . The Company has issued 6,334,667 shares under the 2019 Omnibus Plan and 5,630,019 shares under the prior plan (prior to its replacement) as of December 31, 2025, and has 3,397,960 shares outstanding under such plans.
2025 2024 2023
Vesting Period (1)
Shares Granted Market Price at Grant Date Shares Granted Market Price at Grant Date Shares Granted Market Price at Grant Date
1 Year 214,339 21.99 - 28.30
154,023 28.73 - 36.12
142,314 28.03 - 32.66
2 Year 166,839 21.99 - 28.30
127,778 28.73 - 36.12
104,562 28.03 - 32.66
3 Years 304,443 21.99 - 28.30
360,782 28.73 - 36.12
302,569 28.03 - 32.66
4 Years 365,595 21.99 - 28.30
303,563 28.73 - 36.12
265,719 28.03 - 32.66
5 Years 297,014 21.99 - 28.30
213,720 28.73 - 36.12
184,900 28.03 - 32.66
1,348,230 $ 21.99 - 28.30
1,159,866 $ 28.73 - 36.12
1,000,064 $ 28.03 - 32.66
(1) Each of these awards cliff vest after the restriction period with no additional restrictions.
A summary of restricted share award activity, including award grants, vesting, and forfeitures for the years ended December 31, 2025, 2024, and 2023, are presented in the table below:
2025 2024 2023
Shares
(000) Shares
(000) Shares
(000)
Nonvested, Beginning of Year 3,174 3,378 3,553
Granted 1,395 1,189 1,027
Vested ( 820 ) ( 1,263 ) ( 1,058 )
Forfeited ( 351 ) ( 130 ) ( 144 )
Nonvested, End of Year 3,398 3,174 3,378
As of December 31, 2025, there was unearned stock-based compensation of $ 53.0 million associated with these restricted stock grants. The unearned stock-based compensation related to these grants is being amortized to compensation expense over the applicable restriction periods. Compensation expense related to restricted stock for the years ended December 31, 2025, 2024, and 2023 was $ 23.5 million , $ 25.8 million, and $ 24.8 million, respectively.
79
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Performance Shares
Performance shares awarded under the 2019 Omnibus Plan are considered performance condition awards as attainment is based on the Company's performance relative to pre-established metrics. The fair value of such performance share awards was determined using the Company's closing stock price on the date of grant. The expected attainment of the metrics for these awards is then analyzed each reporting period, and the related expense is adjusted based on expected attainment, if the then expected attainment differs from previous expectations. The cumulative effect on current and prior periods of a change in expected attainment is recognized in the period of change. As of December 31, 2025, the Company had unearned stock-based compensation of $ 10.5 million associated with these performance share grants. The unearned stock-based compensation related to these grants is being amortized to compensation expense over the applicable performance periods. Compensation expense related to performance share grants for the years ended December 31, 2025, 2024, and 2023 was $ 6.7 million, $ 5.9 million, and $ 5.9 million, respectively.
As part of its objective of attracting and retaining management to fulfill the Company's strategic goals, the Compensation Committee recommended and the Board of Directors approved on February 16, 2023, a retention grant of performance share awards ("PSAs"). In addition to the retention of management, the PSAs have been granted to further align management goals with those of the Company's shareholders. For that reason, the PSAs have been granted with performance criteria and will be based upon achievement of the Company's relative total shareholder return ("TSR") over a four year period (2023-2026), against a predetermined peer group. The grant date fair value of PSAs with TSR targets was determined using a Monte Carlo simulation. Compensation expense related to these retention grants for the years ended December 31, 2025, 2024, and 2023 was $ 1.9 million, $ 1.8 million, and $ 1.5 million, respectively.
Employee Stock Purchase Plan
In May 2022, the 2022 Gentex Corporation Employee Stock Purchase Plan covering 2,000,000 shares of common stock was approved by shareholders, effective July 1, 2022. Under such plans, the Company sold or sells shares at 85 % of the stock’s market price at the date of purchase. In accordance with ASC 718, the 15 % discounted value is recognized as compensation expense.
Compensation expense related to the employee stock purchase plans for the years ended December 31, 2025, 2024, and 2023 was $ 1.1 million, $ 1.0 million, and $ 0.9 million, respectively. The following table summarizes shares sold to employees under the 2022 and prior plan in the years ended December 31, 2025, 2024, and 2023:
Plan 2025 2024 2023 Cumulative Shares Issued Weighted Average Fair Value 2025
2022 Employee Stock Purchase Plan 297,771 201,032 194,241 693,044 $ 24.17
(6) COMMITMENTS AND CONTINGENCIES
The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. Such matters are subject to many uncertainties and outcomes are not predictable. The Company does not believe, however, that at the current time there are matters that constitute material pending legal proceedings that will have a material adverse effect on the financial position, future results of operations, or cash flows of the Company.
On April 1, 2025, the Company completed its acquisition of VOXX (see Note 1 1 , "Acquisitions" ). In connection with the acquisition, VOXX as acquired, maintained responsibility for certain legal matters and royalty audits. These matters include legal proceedings in which VOXX was named a defendant prior to the acquisition date, as well as unasserted claims and other legal matters for which the underlying events or circumstances existed as of the acquisition date and for which a liability was required to be recognized under ASC 805, Business Combinations ("ASC 805"). As part of the purchase price allocation, pursuant to applicable guidance, the Company recorded provisional liabilities for these matters based on preliminary
80
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
estimates of their fair values as of the acquisition date. During the fourth quarter of 2025, one of the legal proceedings was settled for an amount less than the related provisional liability. Accordingly, during the measurement period, the Company adjusted the provisional liability to reflect the settlement amount, with a corresponding adjustment to goodwill. The Company will continue to monitor the status of the remaining legal proceeding and royalty audits and adjust the provisional liabilities, as appropriate, as additional information becomes available or the matters are resolved. Any adjustments to these provisional liabilities will be recorded as measurement period adjustments to the purchase price allocation, with a corresponding adjustment to goodwill. Changes recognized after the measurement period will be reflected in earnings in the period in which the adjustment is identified.
(7) SEGMENT REPORTING
ASC 280, Segment Reporting, requires that a public business entity report financial and descriptive information about its reportable operating segments subject to certain aggregation criteria and quantitative thresholds. Operating segments are defined by ASC 280 as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company's CODM is its Chief Executive Officer. The CODM evaluates performance and allocates resources based upon a number of factors, including the nature of the business, relevant industry, and profitability of the same, with the primary profit measure being income (loss) from operations of each segment. The CODM uses this information to evaluate the profitability of the Company's reportable segments and make decisions on future business plans.
In connection with the acquisition of VOXX (see Note 1 1 , "Acquisitions" ), effective April 1, 2025, the Company reorganized its financial reporting into nine distinct operating segments based on its products and internal organizational structure. These operating segments are disclosed by the Company under three reportable segments, which are Automotive Products, Premium Audio Products, and Other. As there was no change to legacy operating segments of the Company or how the legacy operations are organized and evaluated by the CODM, the Company determined it was not necessary to recast its prior year segment presentation or perform goodwill impairment testing.
Automotive Products: Automotive products represent the Company's largest business segment, consisting of digital vision, connected car, and other automotive products and electronics which are developed and manufactured by the Company. Products include: interior and exterior electrochromic automatic-dimming rearview mirrors with and without electronic features; non-auto dimming rearview mirrors with and without electronic features; and other automotive electronics. Automotive products accounted for approximately 89 % of the Company’s consolidated net sales for the year ended December 31, 2025, and 98 % in both of the years ended December 31, 2024 and 2023.
Premium Audio Products: Established following the acquisition of VOXX, this segment designs, manufactures, markets, and distributes high quality audio equipment created to deliver superior sound quality and performance, including premium loudspeakers, architectural speakers, commercial and cinema speakers, outdoor speakers, wireless and Bluetooth speakers, A/V receivers, home theater systems, soundbars, and music streaming systems. Premium Audio products accounted for approximately 6 % of the Company’s consolidated net sales for the year ended December 31, 2025. There was no revenue attributed to this segment for the years ended December 31, 2024 and 2023, as the segment was created as a result of the Company's acquisition of VOXX on April 1, 2025.
Other: The Other reportable segment includes the operating segments of Fire Protection, Dimmable Aircraft Windows, Nanofiber, Medical, Aftermarket Electronics, Consumer Electronics, and Biometrics. These operating segments accounted for approximately 5 % of the Company's consolidated net sales for the year ended December 31, 2025, and 2 % in both of the years ended December 31, 2024, and 2023.
The segments share many common resources, infrastructures, and assets in the ordinary course of business. Thus, the Company does not report assets or capital expenditures by segment to the CODM.
81
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(7) SEGMENT REPORTING, continued
The table below presents net sales and the significant expense categories that are included in reportable segment operating profit and are regularly provided to our CODM:
2025 2024 2023
Net Sales:
Automotive Products $ 2,255,904,839 $ 2,264,724,564 $ 2,254,660,291
Premium Audio Products 151,298,912 — —
Other 127,065,214 48,589,769 44,554,753
Total $ 2,534,268,965 $ 2,313,314,333 $ 2,299,215,044
Cost of Goods Sold:
Automotive Products $ 1,470,553,673 $ 1,507,698,600 $ 1,506,237,606
Premium Audio Products 103,151,642 — —
Other 93,854,710 34,525,543 30,347,430
Total $ 1,667,560,025 $ 1,542,224,143 $ 1,536,585,036
Operating Expenses:
Automotive Products $ 294,353,858 $ 280,803,585 $ 252,771,985
Premium Audio Products 39,847,169 — —
Other 58,572,159 30,560,032 14,126,970
Total $ 392,773,186 $ 311,363,617 $ 266,898,955
Depreciation & Amortization:
Automotive Products $ 93,155,853 $ 87,207,822 $ 87,123,055
Premium Audio Products 287,581 — —
Other 4,402,321 2,724,978 1,231,061
Corporate 6,196,009 4,781,862 4,967,076
Total $ 104,041,764 $ 94,714,662 $ 93,321,192
Income (Loss) from Operations:
Automotive Products $ 490,997,308 $ 476,222,379 $ 495,650,700
Premium Audio Products 8,300,101 — —
Other ( 25,361,655 ) ( 16,495,806 ) 80,353
Total $ 473,935,754 $ 459,726,573 $ 495,731,053
Depreciation & Amortization on corporate fixed assets are allocated as appropriate to the Automotive Products, Premium Audio Products, and Other segments, when reviewing operating results. Substantially all long-lived assets are located in the U.S.
In 2025, the Company had three automotive customers (including direct sales to original equipment manufacturer ("OEM") customers and sales through their Tier 1 suppliers), which individually accounted for 10% or more of consolidated net sales as follows:
Toyota Motor Company Volkswagen Group General Motors
2025 18 % 11 % 10 %
2024 19 % 13 % 11 %
2023 18 % 14 % 10 %
(8) COMPREHENSIVE INCOME
Comprehensive income reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. For the Company,
82
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
comprehensive income represents net income adjusted for unrealized gains and losses on available for sale investments, derivative instruments, and foreign currency translation adjustments.
For the Years ended December 31,
2025 2024 2023
Foreign currency translation adjustments:
Balance at beginning of period $ ( 5,817,736 ) $ ( 4,534,719 ) $ ( 4,032,239 )
Other comprehensive income (loss) before reclassifications
5,507,431 ( 1,283,017 ) ( 502,480 )
Net current-period change 5,507,431 ( 1,283,017 ) ( 502,480 )
Balance at end of period ( 310,305 ) ( 5,817,736 ) ( 4,534,719 )
Unrealized (losses) gains on available-for-sale securities:
Balance at beginning of period ( 591,605 ) ( 2,022,403 ) ( 10,110,695 )
Other comprehensive income (loss) before reclassifications
1,828,177 ( 360,991 ) 3,360,396
Amounts reclassified from accumulated other comprehensive (loss) income 110,472 1,791,789 4,727,896
Net current-period change 1,938,649 1,430,798 8,088,292
Balance at end of period 1,347,044 ( 591,605 ) ( 2,022,403 )
Unrealized (losses) gains on derivatives:
Balance at beginning of period — — —
Other comprehensive loss before reclassifications
( 835,602 ) — —
Amounts reclassified from accumulated other comprehensive loss
66,617 — —
Net current-period change ( 768,985 ) — —
Balance at end of period ( 768,985 ) — —
Accumulated other comprehensive loss, end of period $ 267,754 $ ( 6,409,341 ) $ ( 6,557,122 )
All amounts are shown net of tax. Amounts in parentheses indicate debits.
83
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table presents details of reclassifications from accumulated other comprehensive (loss) income for the years ended December 31, 2025, 2024, and 2023:
Details about Accumulated Other Comprehensive (Loss) Income Components Affected Line item in the Consolidated Statement of Income
For the Years ended December 31,
2025 2024 2023
Unrealized (losses) gains on available-for-sale securities
Realized loss on sale of securities $ ( 139,838 ) $ ( 2,268,087 ) $ ( 5,984,678 ) Other, net
Provision for income taxes 29,366 476,298 1,256,782 Provision for Income Taxes
Reclassifications for the period related to available-for-sale securities, net of tax $ ( 110,472 ) $ ( 1,791,789 ) $ ( 4,727,896 )
Unrealized gains (losses) on derivatives
Realized loss on settlement of derivatives $ ( 98,619 ) $ — $ — Other, net
Provision for income taxes 32,002 — — Provision for Income Taxes
Reclassifications for the period related to derivatives, net of tax ( 66,617 ) $ — $ —
Total reclassifications for the period $ ( 177,089 ) $ ( 1,791,789 ) $ ( 4,727,896 )
84
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(9) GOODWILL AND INTANGIBLE ASSETS
The change in the carrying value of Goodwill is as follows:
December 31, 2025 December 31, 2024
Beginning of the period
$ 340,668,927 $ 340,105,631
Acquisitions (including measurement period adjustments) (see Note 1 1 )
16,542,992 4,228,000
Impairments — ( 3,664,704 )
End of the period
$ 357,211,919 $ 340,668,927
Gross carrying value
$ 360,876,623 $ 344,333,631
Accumulated impairment charges ( 3,664,704 ) ( 3,664,704 )
Net carrying value
$ 357,211,919 $ 340,668,927
December 31, 2025 December 31, 2024
Automotive Products
Beginning of the period $ 309,709,522 $ 309,709,522
Acquisitions (including measurement period adjustments)
— —
Impairments — —
End of the period (1)
$ 309,709,522 $ 309,709,522
Premium Audio Products
Beginning of the period $ — $ —
Acquisitions (including measurement period adjustments) (see Note 11 )
12,713,758 —
Impairments — —
End of the period (1)
$ 12,713,758 $ —
Other
Beginning of the period $ 30,959,405 $ 30,396,109
Acquisitions (including measurement period adjustments) (see Note 11 )
3,829,234 4,228,000
Impairments — ( 3,664,704 )
End of the period $ 34,788,639 $ 30,959,405
Gross carrying value $ 38,453,343 $ 34,624,109
Accumulated impairment charges ( 3,664,704 ) ( 3,664,704 )
Net carrying value $ 34,788,639 $ 30,959,405
(1) The gross carrying values of goodwill in the Automotive Products and Premium Audio Products segments are equal to their net carrying values as there have been no impairments of goodwill within these segments.
The Company's reporting units are its operating segments. As of December 31, 2025, the reporting units that carried goodwill were the Company's Automotive Products, Premium Audio Products, Biometrics, and Medical operating segments. The Company has three reportable segments: Automotive Products, Premium Audio Products, and Other (see Note 7, "Segments" ). At December 31, 2025, the Automotive Products segment comprised $ 309.7 million of the Company's goodwill balance, the Premium Audio Products segment comprised $ 12.7 million of the Company's goodwill balance, and the Other segment, which
85
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
includes the Biometrics and Medical operating segments, comprised $ 34.8 million of the Company's goodwill balance, respectively.
The Company reviews goodwill and IPR&D for impairment during the fourth quarter on an annual basis or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company performed a qualitative assessment (step 0) to determine whether it is more likely than not that a reporting unit or intangible asset's fair value is less than its carrying amount. Based on this assessment, during the year ended December 31, 2024, the Company determined that additional impairment testing was needed for the Nanofiber reporting unit, which is included within the Other segment, due to the timing to commercialization and costs to develop exceeding the original estimates at the acquisition date. As a result of this testing, the Company recognized charges of $ 3.7 million related to goodwill impairment and $ 5.2 million related to IPR&D impairment during the year ended December 31, 2024 in connection with the acquisition of Vaporsens. No impairment charges were recorded related to goodwill or IPR&D during the years ended December 31, 2025 or 2023.
The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value thus resulting in the need for interim testing, including long-term revenue growth projections, profitability, discount rates, recent market valuations from transactions by comparable companies, volatility in the Company's market capitalization, and certain general industry, market and macro-economic conditions. Other than as set forth above, no such events or circumstances that might negatively impact the key assumptions were observed in calendar year 2025 and, as such, nothing indicated the need for interim impairment testing.
The Company's intangible assets and related changes in carrying values are set forth in the table below as of December 31, 2025 and December 31, 2024.
As of December 31, 2025:
Other Intangible Assets Gross Accumulated Amortization Net Assumed Useful Life
HomeLink ® Trade Names and Trademarks
$ 52,000,000 $ — $ 52,000,000 Indefinite
HomeLink ® Technology
180,000,000 ( 180,000,000 ) — 12 years
Existing Customer Platforms 43,000,000 ( 43,000,000 ) — 10 years
Exclusive Licensing Agreement 96,000,000 — 96,000,000 Indefinite
BioCenturion Trade Names and Trademarks 640,000 ( 74,667 ) 565,333 10 years
BioCenturion Developed Technology 2,300,000 ( 223,611 ) 2,076,389 12 years
eSight Developed Technology
12,000,000 ( 2,166,667 ) 9,833,333 12 years
eSight Trade Names and Trademarks 870,000 ( 157,083 ) 712,917 12 years
BioConnect Trade Names and Trademarks 874,320 ( 32,254 ) 842,066 12 years
BioConnect Developed Technology 5,465,061 ( 241,908 ) 5,223,153 12 years
BioConnect Customer Relationships 1,748,640 ( 77,411 ) 1,671,229 10 years
Vaporsens In-Process R&D 5,800,000 — 5,800,000 Indefinite
Argil Developed Technology
6,278,132 ( 130,794 ) 6,147,338 12 years
Air-Craftglass Developed Technology
1,507,778 ( 125,649 ) 1,382,129 12 years
Guardian Trade Names 1,300,000 ( 162,500 ) 1,137,500 12 years
Guardian Developed Technology
6,800,000 ( 850,000 ) 5,950,000 12 years
Total other identifiable intangible assets $ 416,583,931 $ ( 227,242,544 ) $ 189,341,387
86
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
As of December 31, 2024:
Other Intangible Assets Gross Accumulated Amortization Net Assumed Useful Life
HomeLink ® Trade Names and Trademarks
$ 52,000,000 $ — $ 52,000,000 Indefinite
HomeLink ® Technology
180,000,000 ( 168,750,000 ) 11,250,000 12 years
Existing Customer Platforms 43,000,000 ( 43,000,000 ) — 10 years
Exclusive Licensing Agreement 96,000,000 — 96,000,000 Indefinite
BioCenturion Trade Names and Trademarks 640,000 — 640,000 10 years
BioCenturion Developed Technology 2,300,000 — 2,300,000 12 years
eSight Developed Technology
12,000,000 ( 1,166,667 ) 10,833,333 12 years
eSight Trade Names and Trademarks 870,000 ( 84,583 ) 785,417 12 years
Vaporsens In-Process R&D 5,800,000 — 5,800,000 Indefinite
Argil In-Process R&D 6,278,132 — 6,278,132 Indefinite
Air-Craftglass In-Process R&D 1,507,778 — 1,507,778 Indefinite
Guardian Trade Names 1,300,000 ( 54,167 ) 1,245,833 12 years
Guardian Developed Technology
6,800,000 ( 283,333 ) 6,516,667 12 years
Total other identifiable intangible assets $ 408,495,910 $ ( 213,338,750 ) $ 195,157,160
Accumulated amortization on patents and intangible assets was approximately $ 256.0 million and $ 241.4 million at December 31, 2025 and 2024, respectively. Amortization expense on patents and other intangible assets was approximately $ 15.3 million, $ 17.9 million, and $ 19.7 million in calendar years 2025, 2024 and 2023, respectively.
Excluding the impact of any future acquisitions, the Company anticipates amortization expense including patents and other intangible assets to be approximately: $ 4.7 million for the year ended December 31, 2026; $ 4.6 million for the year ended December 31, 2027, $ 4.5 million for the year ended December 31, 2028, and $ 4.4 million for each of the years ended December 31, 2029, and December 31, 2030.
87
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(10) REVENUE
The following table shows the Company’s Automotive Products, Premium Audio Products, and Other revenue disaggregated by geographical location for Automotive and Premium Audio Products for the years ended December 31, 2025, 2024, and 2023:
For the Years ended December 31,
Revenue 2025 2024 2023
Automotive Products
U.S. $ 698,681,914 $ 643,769,161 $ 688,164,335
China 152,560,361 207,451,036 239,292,351
Germany 243,543,576 271,593,165 294,529,611
Japan 376,553,551 370,079,317 323,872,022
Mexico 182,072,178 187,291,325 142,082,011
Republic of Korea 179,423,323 163,788,347 149,554,788
Other countries 423,069,936 420,752,213 417,165,173
Total Automotive Products $ 2,255,904,839 $ 2,264,724,564 $ 2,254,660,291
Premium Audio Products
U.S. $ 89,888,799 $ — $ —
Other countries 61,410,113 — —
Total Premium Audio Products $ 151,298,912 $ — $ —
Other $ 127,065,214 $ 48,589,769 $ 44,554,753
Total Revenue $ 2,534,268,965 $ 2,313,314,333 $ 2,299,215,044
Revenue by geographic area may fluctuate based on many factors, including: exposure to local economic, political and labor conditions; global supply chain constraints; unexpected changes in laws, regulations, trade, monetary, or fiscal policy, including interest rates, foreign currency exchange rates and changes in the rate of inflation in the U.S. and other foreign countries; labor strikes; armed conflicts and acts of terrorism and war; tariffs, counter-tariffs, quotas, customs and other import or export restrictions; and other trade barriers.
Automotive Product revenue in the “Other countries” category primarily represents sales to customer automotive manufacturing plants in Canada, Hungary, and the United Kingdom, as well as other foreign automotive customers. Premium Audio Product revenue in the "Other countries" category primarily represents sales to retail and commercial customers in Canada, China, Australia, France, and Germany, as well as other foreign customers. Most of the Company’s non-U.S. sales are invoiced and paid in U.S. dollars.
88
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table disaggregates the Company’s Automotive Products, Premium Audio Products, and Other revenue by major source for the years ended December 31, 2025, 2024, and 2023:
For the Years Ended December 31,
Revenue 2025 2024 2023
Automotive Products
Automotive Mirrors & Electronics $ 2,136,143,081 $ 2,145,847,699 $ 2,128,473,563
HomeLink Modules* 119,761,758 118,876,865 126,186,728
Total Automotive Products $ 2,255,904,839 $ 2,264,724,564 $ 2,254,660,291
Premium Audio Products
Premium Speaker Products $ 106,978,237 $ — $ —
Premium Receiver Products 44,320,675 — —
Total Premium Audio Products $ 151,298,912 $ — $ —
Other
Fire Protection Products $ 24,605,712 $ 26,845,936 $ 25,927,018
Windows Products 18,910,525 20,207,691 18,582,949
Medical Products 1,341,088 1,379,651 44,786
Aftermarket Electronic Products 53,754,501 — —
Consumer Electronic Products 22,217,679 — —
Biometrics 6,235,709 156,491 —
Total Other $ 127,065,214 $ 48,589,769 $ 44,554,753
Total Revenue $ 2,534,268,965 $ 2,313,314,333 $ 2,299,215,044
*HomeLink revenue related to HomeLink technology/functionality integrated into automotive mirrors, is included within the Automotive mirrors & electronics segment
Revenue is recognized when obligations under the terms of a contract with the customer are satisfied. Such recognition generally occurs with the transfer of control of the products at a point in time.
The Company's automotive OEM contracts generally include Long Term Supply Agreements ("LTSA") entered into in the ordinary course of business and Purchase Orders ("PO") whereby the LTSA sometimes stipulates the pricing and delivery terms and is evaluated together with a PO, which identifies the quantity, timing, and the type of product to be transferred. Certain customer contracts do not always have an LTSA, in which case, the contracts are governed by the PO from the customer in conjunction with other mutually agreed upon terms and conditions.
The Company does not generate revenue from arrangements with multiple deliverables. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods excluding revenue amounts that are transferred to third parties, such as sales, value add, and other taxes the Company collects concurrently with revenue-producing activities. Costs are incurred to fulfill contracts with the OEM. However, such costs are accounted for under ASC 340-10, and are not treated as fulfillment costs under ASC 340-40.
Automotive Products Segment
Automotive Rearview Mirrors and Electronics
The Company manufactures interior electrochromic automatic-dimming rearview mirrors that darken to reduce glare and improve visibility for the driver. These electronic interior mirrors can also include additional electronic features such as compass, HomeLink ® , lighting assist and driver assist forward safety camera
89
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
systems, various lighting systems, various telematics systems, Integrated Toll Module ® systems, and a wide variety of displays. The Company also ships interior non-automatic-dimming rearview mirrors with features. The Company’s interior electrochromic automatic-dimming rearview mirrors also power the application of the Company’s exterior electrochromic automatic-dimming rearview mirrors that darken to reduce glare and improve visibility for the driver. These electronic exterior mirrors typically range in size and shape per automaker specification, but also include additional features such as turn signal indicators, side blind zone indicators, and courtesy lighting. The Company also manufactures exterior non-automatic-dimming rearview mirrors with similar electronic features as what is available in its automatic-dimming applications. Further, the Company manufactures other automotive electronics products both inside and outside of the rearview mirror through HomeLink ® applications in the vehicle including the rearview mirror, interior visor, overhead console, or center console. The completion of the acquisition of VOXX in April 2025 added several other automotive OEM products to the Company's offerings, including: automotive security, vehicle access, and remote start modules and systems; mobile multi-media infotainment products and rear-seat entertainment products, including overhead, seat-back, and headrest systems; 360 camera applications; interior lighting systems and solutions; turn signal switches; puddle lamps; box lights; and harnesses (see Note 1 1 , "Acquisitions" ).
For the majority of automotive products, transfer of control and revenue recognition occurs when the Company ships the product from the manufacturing facility to the customer. The Company generally receives payment equal to the price that applies at the time of invoice for most automotive product sales. For any shipments of product that may be subject to retroactive price adjustments that are then being negotiated, the Company records revenue based on the Company’s best estimate of the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods to the customer. The Company's best estimate requires significant judgment based on historical results and expected outcomes of ongoing negotiations with customers. The Company's approach is to consider these adjustments to the contract price as variable consideration, which is estimated based on the then most likely price amount. Estimated revenue is adjusted at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed.
HomeLink ® Modules
The Company manufactures and sells HomeLink ® Modules individually, as well as in combination with the automotive mirrors and other advanced features, as described above. For the majority of automotive products, transfer of control and revenue recognition occurs when the Company ships the product from the manufacturing facility to the customer.
Premium Audio Products Segment
In April 2025, the Company acquired all of VOXX, which operates in the automotive, consumer electronics, and biometrics industries (see Note 1 1 , "Acquisitions" ). As a result of this acquisition, the Company designs, manufactures, distributes, and markets premium audio products, including loudspeakers, architectural speakers, commercial and cinema speakers, outdoor speakers, soundbars, wireless and Bluetooth speakers, A/V receivers, high performance 2 channel loudspeakers and electronics, high performance party speakers, home theater systems, business music systems, streaming music systems, and Bluetooth ® headphones and earbuds. Transfer of control and revenue recognition for premium audio products generally occurs when the Company ships the product from the manufacturing or distribution facility to the customer. For any shipments of product that may be subject to discounts, rebates, or other sales incentives, the Company records revenue based on the Company’s best estimate of the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods to the customer. The Company's best estimate requires significant judgment based on historical results and expected outcomes of customer buying. The Company's approach is to consider these adjustments to the customer's purchase order price as variable consideration, which is estimated based on the then most likely price amount.
90
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Estimated revenue is adjusted at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed.
Other Segment
Dimmable Aircraft Windows
The Company supplies variable dimmable windows for the passenger compartment on the Boeing 787 Dreamliner Series of Aircraft and certain other aircraft. For dimmable aircraft windows, transfer of control and revenue recognition occurs when the Company ships the product from the manufacturing facility to the customer.
Fire Protection Technologies
The Company manufactures photoelectric smoke detectors and alarms, visual signaling alarms, electrochemical carbon monoxide detectors and alarms, audible and visual signaling alarms, and bells and speakers for use in fire detection systems in office buildings, hotels, and other commercial and residential buildings. For fire protection parts, transfer of control and revenue recognition occurs when the Company ships the product from the manufacturing facility to the customer.
Nanofiber
The Company's acquired Vaporsens in 2020, which specializes in nanofiber chemical sensing research and development, is primarily involved with research and development of technology related to nanofiber, sensing a variety of chemicals and/or compounds.
Medical
The Company's Medical segment includes as innovative lighting technology for medical applications that was co-developed with Mayo Clinic. This lighting concept represents the collaboration of a global, high-technology electronics company with a world leader in health care. The Company's intelligent lighting system combines ambient room lighting with camera-controlled, adaptive task lighting to optimize illumination for surgical and patient-care environments. The system was developed over an 18 month period of collaboration between Company engineers and Mayo Clinic surgeons, scientists, and operating room staff. The teams researched, designed, and rapidly iterated multiple prototypes in order to develop unique features intended to address major gaps in current surgical lighting solutions. The Company continues to further develop and work on the intelligent medical lighting system in order to assess system performance and work toward obtaining necessary approvals.
In November 2023, the Company acquired certain technology assets from eSight for approximately $ 18.9 million in cash, in addition to the 20 % equity the Company previously held, as well as an earn out provision. The technology acquired from eSight provides advanced and versatile low-vision smart glasses for those with visual impairments and is compatible with more than 20 eye conditions including Macular Degeneration, Diabetic Retinopathy, and Stargardt disease.
Refer to Note 1 1 , "Acquisitions" , for further information.
Aftermarket Electronics
As previously disclosed, VOXX was acquired on April 1, 2025 and operates in the automotive, consumer electronics, and biometrics industries. VOXX distributes and markets certain automotive products that are not manufactured by VOXX and are sold in the automotive aftermarket sector, including: automotive security, vehicle access, and remote start modules and systems; mobile multi-media infotainment products and rear-seat entertainment products, including overhead, seat-back, and headrest systems; rear observation and collision avoidance systems/blind spot sensors/automotive sensing and camera systems/driver distraction products; distribution of satellite radios, including plug and play models and direct connect models; cruise control systems; heated seats; security and shock sensors; and harnesses. None of the
91
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
aftermarket electronic products are manufactured by the Company. Transfer of control and revenue recognition occurs when the Company ships the product from the distribution facility to the customer.
Refer to Note 11, "Acquisitions" , for further information.
Consumer Electronics
VOXX also distributes and markets consumer electronic products and accessories, including: wireless and Bluetooth ® speakers; A/V receivers; on-ear and in-ear headphones; wired, wireless, and Bluetooth headphones and ear buds; solar power systems and solar accessories; solar lights; High-Definition Television antennas ("HDTV"); TV mounts; High-Definition Multimedia Interface ("HDMI") accessories; fiber optic accessories; battery storages; satellite dishes; low noise converters; multiswitches; remote controls; home electronic accessories, such as cabling, power cords, mice, keyboards, gaming accessories, and other connectivity products; power supply systems and charging products; and set-top boxes. These consumer electronic products and accessories are not manufactured by the Company. Transfer of control and revenue recognition occurs when the Company ships the product from the distribution facility to the customer.
Refer to Note 11, "Acquisitions" , for further information.
Biometrics
In November 2024, the Company acquired GalvanEyes, LLC ("GalvanEyes"), which is the managing partner and 50 % owner of the BioCenturion LLC ("BioCenturion") joint venture with EyeLock LLC ("EyeLock"), a subsidiary of VOXX. BioCenturion specializes in creating and deploying authentication solutions to help clients secure their worlds, optimize their workload, and organize their data through customized biometric solutions. The Company's acquisition of VOXX resulted in the Company obtaining all remaining access to the EyeLock technology. In July 2025, The Company acquired BioConnect Inc. ("BioConnect"), a multi-modal biometric authentication platform provider for access control.
Refer to Note 1 1 , "Acquisitions" , for further information.
(11) ACQUISITIONS
BioConnect
On July 1, 2025, in the ordinary course of business, the Company completed its acquisition of BioConnect, for a purchase price of $ 13.0 million, subject to adjustment for working capital plus related transaction fees and expenses. BioConnect is a leader in biometric authentication solutions, providing a multi-modal authentication platform for security and access control. The Company intends to utilize the acquisition to expand its reach in the biometric industry. The acquisition was accounted for under the acquisition method of accounting pursuant to ASC 805, and accordingly, the results of operations and cash flows for BioConnect have been included in the Company's Consolidated Financial Statements since July 1, 2025. BioConnect's results of operations are included within the Company's Biometrics operating segment, which is presented within its Other reportable segment.
92
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following summarizes the preliminary allocation of the BioConnect purchase price based on the fair value of the assets acquired and liabilities assumed, as of July 1, 2025:
July 1, 2025 Measurement Period Adjustments July 1, 2025 (as adjusted)
Total Consideration:
Cash paid $ 12,996,275 $ — $ 12,996,275
Less: cash acquired ( 113,545 ) — ( 113,545 )
Total transaction consideration, net $ 12,882,730 $ — $ 12,882,730
Preliminary Allocation:
Assets acquired
Accounts receivable $ 1,836,809 — $ 1,836,809
Inventory 1,176,471 — 1,176,471
Prepaid expenses and other current assets 111,143 — 111,143
Property, plant, and equipment 63,866 — 63,866
Trade names and trademarks 882,353 — 882,353
Developed technology 6,617,647 ( 1,102,941 ) 5,514,706
Customer relationships 1,764,706 — 1,764,706
Goodwill 3,399,491 429,743 3,829,234
Deferred tax asset
— 673,198 673,198
Total assets acquired, excluding cash 15,852,486 — 15,852,486
Liabilities assumed:
Accounts payable 603,234 — 603,234
Accrued expenses and other current liabilities 369,074 — 369,074
Other liabilities 1,997,448 — 1,997,448
Total liabilities assumed 2,969,756 — 2,969,756
Net assets acquired, excluding cash $ 12,882,730 $ — $ 12,882,730
The preliminary fair values of the assets acquired were estimated with the assistance of a third-party valuation expert. The purchase price allocation above is preliminary. The Company is in the process of refining the valuation of acquired assets and assumed liabilities, including net working capital and intangible assets, and expects to finalize the purchase price allocation no later than one year after the acquisition date, which is July 1, 2026, in accordance with applicable guidance. Finalization of the valuation of assets acquired during the measurement period could result in significant changes in the amounts recorded for the acquisition date fair value of the same. The Company recorded net measurement period adjustments increasing goodwill $ 0.4 million during the year ended December 31, 2025 relating primarily to the revised fair value estimates of developed technology and deferred tax assets. The goodwill recognized in this acquisition is primarily attributable to the assembled workforce and expected synergies from the integration of the acquired business. All of the goodwill acquired in connection with the BioConnect acquisition has been allocated to the Company's biometrics business. None of the goodwill from the BioConnect acquisitions is deductible for tax purposes.
Net sales attributable to BioConnect in the Company's Consolidated Statement of Income for the year ended December 31, 2025, were $ 4.5 million. The net loss attributable to BioConnect for the year ended December 31, 2025, was $ 0.2 million. During the year ended December 31, 2025, the Company incurred $ 0.4 million in acquisition costs related to the BioConnect acquisition, which has been expensed as incurred in the "Selling, general & administrative" section of its Consolidated Statement of Income.
93
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
VOXX International Corporation
On April 1, 2025 (the "Closing Date"), the Company completed its acquisition of VOXX pursuant to the previously announced Merger Agreement. Pursuant to the terms and conditions set forth in the Merger Agreement, the Company acquired all of the issued and outstanding shares of VOXX common stock not already owned by the Company for a purchase price of $ 7.50 per share, resulting in VOXX becoming a wholly owned subsidiary of the Company as of the Closing Date. Cash consideration totaling $ 148.3 million was paid by the Company on the Closing Date using cash on hand. The acquisition was accounted for under the acquisition method of accounting pursuant to ASC 805, and accordingly, the results of operations and cash flows for VOXX have been included in the Company's Consolidated Financial Statements since the Closing Date.
Prior to obtaining a controlling interest in VOXX, the Company owned 6,463,808 shares of VOXX Class A Common Stock, or approximately 29 %, and accounted for this investment as an equity method investment, as the Company had the ability to exercise significant influence, but not control, over VOXX (see Note 1, " Summary of Significant Accounting and Reporting Policies - Investments" ). The acquisition transaction was accounted for as a business combination achieved in stages, or a step-acquisition, pursuant to ASC 805 and, as such, the Company was required to remeasure its preexisting equity interest in VOXX immediately prior to the completion of the acquisition to its estimated fair value of $ 48.5 million using the $ 7.50 per share acquisition price to determine the fair value of the equity investment. As the Company previously recorded changes in fair value of the equity method investment in Investment (loss) income, net, in the Consolidated Statements of Income each reporting period, the fair value of the investment on the Closing Date was equal to the fair value of the investment on March 31, 2025, the date immediately prior to the acquisition, and no additional gain or loss was recorded on the Closing Date.
VOXX is a leading manufacturer and distributor of automotive OEM and aftermarket electronics, and consumer technologies for the global markets, as well as premium audio solutions through world-renowned brands such as Klipsch ® , Onkyo ® , and Integra ® . The merger also included EyeLock ® , a majority-owned subsidiary of VOXX, which holds iris biometric technology through its 50 % ownership interest in the BioCenturion joint venture. This additional interest in BioCenturion was acquired by the Company in a separate transaction as discussed below. The acquisition of VOXX is a strategic addition to the Company's portfolio of products, as VOXX's product lines will both compliment the Company's existing businesses and help the Company continue to expand in the consumer technology and connected home space. The Company has also gained all access to the EyeLock ® iris biometric technology, which will provide further product applications in the Company's existing automotive, aerospace, and medical markets.
94
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following summarizes the preliminary allocation of the purchase price based on the fair value of the assets acquired and liabilities assumed, as of the Closing Date. The fair value of the Class A Common Stock acquired through this step acquisition is included in the totals presented below:
April 1, 2025 Measurement Period Adjustments April 1, 2025 (as adjusted)
Total Consideration:
Cash paid $ 148,256,998 $ — $ 148,256,998
Less: cash acquired ( 9,077,136 ) — ( 9,077,136 )
Total cash paid, net 139,179,862 — 139,179,862
Fair value of previously held investment in VOXX 48,478,560 — 48,478,560
Total transaction consideration, net $ 187,658,422 $ — $ 187,658,422
Preliminary Allocation:
Assets acquired
Accounts receivable $ 56,719,726 $ — $ 56,719,726
Inventory 96,718,000 — 96,718,000
Prepaid expenses and other current assets 20,294,973 136,567 20,431,540
Income tax recoverable 5,243,038 ( 962,335 ) 4,280,703
Property, plant, and equipment 44,977,000 — 44,977,000
Equity investment 19,000,000 — 19,000,000
Deferred tax asset 32,537,099 3,173,300 35,710,399
Goodwill — 12,713,758 12,713,758
Operating lease, right of use assets 5,404,163 — 5,404,163
Other assets 3,445,075 — 3,445,075
Total assets acquired, excluding cash 284,339,074 15,061,290 299,400,364
Liabilities assumed:
Accounts payable 31,347,556 ( 251,301 ) 31,096,255
Accrued expenses and other current liabilities 51,772,746 14,922,113 66,694,859
Income taxes payable 684,033 390,478 1,074,511
Debt 3,909,290 — 3,909,290
Other tax liabilities 791,593 — 791,593
Operating lease liabilities 3,435,604 — 3,435,604
Other liabilities 1,260,830 — 1,260,830
Total liabilities assumed 93,201,652 15,061,290 108,262,942
Redeemable and non-redeemable non-controlling interests in consolidated subsidiaries 3,479,000 — 3,479,000
Net assets acquired, excluding cash $ 187,658,422 $ — $ 187,658,422
The preliminary fair values of the assets acquired were estimated with the assistance of a third-party valuation expert. The purchase price allocation above is preliminary. The Company is in the process of refining the valuation of acquired assets and assumed liabilities, including net working capital, real property, equity method investments, and non-controlling interests, and expects to finalize the purchase price allocation no later than one year after the acquisition date, which is April 1, 2026, in accordance with applicable guidance. Finalization of the valuation of acquired assets and liabilities assumed during the
95
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
measurement period could result in significant changes in the amounts recorded for the acquisition date fair value of the same. The Company recorded net measurement period adjustments increasing goodwill $ 12.7 million during the year ended December 31, 2025, relating primarily to the revised fair value estimates of liabilities for certain legal contingencies, employee compensation, royalties payable, and income taxes. The goodwill recognized in this acquisition was attributable to the assembled workforce, expected synergies, and expanded market opportunities, none of which qualify for recognition as a separate intangible asset. All of the goodwill acquired in connection with the VOXX acquisition has been allocated to the Company's Premium Audio Products business. $ 2.9 million of the goodwill recognized in the VOXX acquisition is deductible for tax purposes.
Net sales attributable to VOXX in the Company's Consolidated Statement of Income for the year ended December 31, 2025 were $ 267.2 million. Net income attributable to VOXX for the year ended December 31, 2025 was $ 6.1 million. During the years ended December 31, 2025 and 2024, the Company incurred $ 3.4 million and $ 1.9 million, respectively, in acquisition costs related to the VOXX acquisition, which has been expensed as incurred in the "Selling, general & administrative" section of its Consolidated Statements of Income. VOXX's results of operations are included in the Consolidated Financial Statements of the Company within the Automotive, Premium Audio, and Other reportable segments, as appropriate.
The non-controlling interests included in the net assets acquired in the transaction were comprised of a redeemable non-controlling interest in VOXX's Onkyo subsidiary, and a non-redeemable non-controlling interest in its EyeLock® subsidiary. In conjunction with VOXX's acquisition of Onkyo, a joint venture was formed between VOXX's wholly-owned Premium Audio Company ("PAC") subsidiary and its partner Sharp Corporation ("Sharp"). PAC owns 77.2 % of the joint venture and has an 85.1 % voting interest, and Sharp owns 22.8 % of the joint venture and has a 14.9 % voting interest. The joint venture agreement between PAC and Sharp contains a put/call option, whereby Sharp has the right to put its interest in the joint venture back to VOXX and VOXX has the right to call Sharp’s ownership interest in the joint venture at any time after the approval of Onkyo’s annual financial statements for the year ending February 28, 2025, at a purchase price based on a formula as defined in the joint venture agreement. As of December 31, 2025, the put/call option has not been exercised by either party.
The Onkyo non-controlling interest has been classified as redeemable non-controlling interest outside of equity on the accompanying Consolidated Balance Sheet as the exercise of the put/call option is not within VOXX’s control. The following table provides the rollforward of the redeemable non-controlling interest for the year ended December 31, 2025:
Redeemable Non-controlling Interest
Balance at January 1, 2025 $ —
Acquisition of redeemable non-controlling interest at fair value on April 1, 2025 2,823,000
Net loss attributable to non-controlling interest ( 103,591 )
Comprehensive loss attributable to non-controlling interest 488,224
Foreign currency translation ( 105,420 )
Balance at December 31, 2025 3,102,213
As of April 1, 2025, the net assets acquired in the VOXX transaction also included VOXX's non-redeemable non-controlling interest in its EyeLock® subsidiary. In August 2025, the Company acquired the remaining equity interest in EyeLock® from its minority owners for cash consideration totaling $ 0.1 million.
GalvanEyes
In November 2024, the Company acquired GalvanEyes, which is the managing partner and 50 % owner of the BioCenturion joint venture with Eyelock, a subsidiary of VOXX. The Company paid $ 2.9 million in cash, as well as an earnout over the next fifteen calendar years, not to exceed $ 15 million in the aggregate, for which the acquisition date fair value was determined to be $ 1.5 million. The earnout is based on adjusted earnings before interest and taxes. The Company accounted for the acquisition under the provisions of ASC 805 and consolidated GalvanEyes and the joint venture BioCenturion in the Company's Consolidated Financial Statements at December 31, 2024, in accordance with ASC 810, " Consolidation ." The valuation process was completed during the fourth quarter of 2025. For the years ended December 31, 2025 and
96
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2024, approximately $ 1.7 million and less than $ 0.2 million of combined revenue, respectively, and $ 2.9 million and $ 0.4 million of combined net loss, respectively, of the businesses of GalvanEyes and BioCenturion are included in the Company's Consolidated Statements of Income. Total goodwill recognized in this acquisition of $ 4.2 million is primarily attributable to the assembled workforce and expected synergies from the integration of the acquired business. All of the goodwill acquired in connection with the GalvanEyes acquisition has been allocated to the Company's biometrics business.
At December 31, 2024, the Company had $ 4.1 million in non-controlling interest related to BioCenturion. In conjunction with the acquisition of VOXX on April 1, 2025, the Company acquired VOXX's interest in BioCenturion through its majority ownership of Eyelock for cash consideration of $ 4.1 million. Prior to the acquisition of this additional equity interest, the Company's 50 % interest in BioCenturion was accounted for as a variable interest entity for which Gentex was the primary beneficiary, and was consolidated within the Company's financial statements, with the remaining 50 % interest of BioCenturion presented within non-controlling interest.
eSight
In November 2023, the Company acquired certain technology assets from eSight for approximately $ 18.9 million in cash, the assumption of a $ 9.4 million promissory note given in exchange for the 20 % equity the Company previously held, as well as an earn out provision over a ten year period. The earn out provision consists of multiple potential payments based on the revenue over the next ten calendar years, with the total earn out not to exceed $ 70 million. The Company funded the acquisition with cash on hand. The technology acquired from eSight provides advanced and versatile low-vision smart glasses for those with visual impairments and is compatible with more than 20 eye conditions including Macular Degeneration, Diabetic Retinopathy, and Stargardt disease. eSight's results of operations are included in the financial statements of the Company within its Other reporting segment.
The Company accounted for the acquisition under the provisions of ASC 805. The valuation process was completed during the third quarter of 2024. Approximately $ 1.3 million and $ 1.4 million of revenue of the business of eSight was included in the Company's Consolidated Statement of Income and Comprehensive Income for the years ended December 31, 2025 and 2024, respectively.
The following table summarizes the fair values of the assets acquired, and the liabilities assumed, as of the acquisition date of November 2, 2023:
Fair Value
Current Assets $ 441,228
Personal Property 75,000
Operating lease, right of use assets
116,562
eSight Technology 12,000,000
Trade Names and Trademarks 870,000
Goodwill 26,696,012
Total Assets $ 40,198,802
Lease Liability $ 116,562
Contingent Earn Out Liability 12,000,000
Total Liabilities $ 12,116,562
97
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Registrant's Restated Articles of Incorporation, adopted on August 20, 2004, were filed as Exhibit 3(a) to Registrant's Report on Form 10-Q dated November 2, 2004, and an Amendment to the Registrant's Restated Articles of Incorporation, adopted as of May 18, 2012, was filed as Exhibit 3.1(i) to the Registrant's Form 8-K dated May 22, 2012, and the same are hereby incorporated by reference, together with an Amendment to the Registrant's Restated Articles of Incorporation adopted as of May 15, 2014 which was included in the Registrant's Proxy statement which was filed with the Commission March 31, 2014 and the same is hereby incorporated by reference.
3.2 Registrant’s Bylaws as amended and restated February 27, 2003, was filed as Exhibit 3(b)(1) to Registrant’s report on Form 10-Q dated May 5, 2003, and an Amendment to Registrant’s Bylaws adopted as of February 16, 2012 was filed as Exhibit 3(b)(ii) to Registrant’s Form 8-K dated February 21, 2012 and the same is hereby incorporated herein by reference.
4.1 A specimen form of certificate for the Registrant’s common stock, par value $.06 per share, was filed as part of a Registration Statement (Registration Number 2-74226C) as Exhibit 3(a), as amended by Amendment No. 3 to such Registration Statement, and the same is hereby incorporated herein by reference.
4.2 Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, was filed as Exhibit 4.2 of the Registrant's Form 10-K for the year ended December 31, 2019 with the Commission on February 26, 2020 and the same is incorporated herein by reference.
*10.1 Gentex Corporation Second Restricted Stock Plan was filed as Exhibit 10(b)(2) to Registrant’s Report on Form 10-Q dated April 27, 2001, and the same is hereby incorporated herein by reference.
*10.2 First Amendment to the Gentex Corporation Second Restricted Stock Plan was filed as Exhibit 10(b)(5) to the Registrant’s Report on Form 10-Q dated August 4, 2008, and the same is hereby incorporated herein by reference.
*10.3 Gentex Corporation 2012 Amended and Restated Non-Employee Director Stock Option Plan (effective February 16, 2012 and approved by the shareholders on May 17, 2012), was filed as Exhibit 10(b)(10) to Registrant's Report on Form 10-Q dated August 2, 2012, and the same is incorporated herein by reference.
*10.4 Specimen form of Grant Agreement for the Gentex Corporation 2012 Amended and Restated Non-Employee Director Stock Option Plan, was filed as Exhibit 10(b)(11) to Registrant's Report on Form 10-Q dated August 2, 2012, and the same is incorporated herein by reference.
10.5 2013 Gentex Corporation Employee Stock Purchase Plan was included in Registrant's Proxy Statement filed with the Commission on April 5, 2013, and is incorporated herein by reference.
10.6 The form of Indemnity Agreement between Registrant and each of the Registrant’s directors and certain officers was filed as Exhibit 10(e) to Registrant’s Report on Form 10-Q dated October 31, 2002, and the same is hereby incorporated herein by reference.
*10.7 Gentex Corporation Employee Stock Option Plan (as amended and restated, effective February 20, 2014) was included in Registrant's Proxy Statement filed with the Commission on March 31, 2014, and the same is hereby incorporated herein by reference.
*10.8 Specimen form of Grant Agreement for the Gentex Corporation Employee Stock Option Plan (as amended and restated, effective February 10, 2014 was filed as exhibit 10.3 to Registrant's Report on Form 10-Q filed August 7, 2014, and the same is hereby incorporated herein by reference.
98
*10.9 Amendment to the Gentex Corporation 2012 Amended and Restated Non-Employee Director Stock Option Plan (effective February 16, 2012) was included in the Registrant's Proxy Statement filed with the Commission on March 31, 2014, and the same is hereby incorporated herein by reference.
*10.10 Specimen form of Grant Agreement for the Gentex Corporation 2012 Amended and Restated Non-Employee Director Stock Option Plan, as amended was filed as exhibit 10.5 to Registrant's Report on Form 10-Q filed August 7, 2014, and the same is hereby incorporated herein by reference.
*10.11 Second amendment to the Gentex Corporation Second Restricted Stock Plan (as amended on February 8, 2008) was included in the Registrant's proxy Statement filed with the Commission on April 2, 2015, and the same is hereby incorporated herein by reference.
*10.12 Amendment to the Gentex Corporation 2013 Employee Stock Purchase Plan (effective February 14, 2013) was included in the Registrant's Proxy Statement filed with the Commission on April 2, 2015, and is hereby incorporated herein by reference.
*10.13 Gentex Corporation Amended and Restated Annual Incentive Performance-Based Bonus Plan (as amended on February 15, 2018) filed as an exhibit to Registrant's Report on Form 10-K dated February 21, 2018.
*10.14 Amended Credit Agreement by Gentex Corporation as the Borrower, the Guarantors from Time to Time Party Hereto, and the Lenders Party Hereto, and PNC, National Association as Administrative Agent, dated as of February 21, 2023, filed as exhibit to Registrant's Report on Form 10-K filed February 22, 2023.
*10.15 Gentex Corporation 2019 Omnibus Incentive Plan filed as exhibit to Registrant's Report on Form 10-K dated February 22, 2019
*10.16 Israeli Appendix to the Gentex Corporation 2019 Omnibus Incentive Plan filed as an exhibit to Registrant's Form 10-K dated February 22, 2021
*10.17 Gentex Corporation Long-Term Incentive Plan filed as exhibit to Registrant's Report on Form 10-K dated February 22, 2019
*10.18 Specimen form of Performance Share Award Agreement for the Gentex Corporation Long-Term Incentive Plan filed as exhibit to Registrant's Report on Form 10-K filed February 22, 2019.
*10.19 Specimen form of Restricted Share Award Agreement for the Gentex Corporation Long-Term Incentive Plan filed as exhibit to Registrant's Report on Form 10-K filed February 22,2019 .
*10.20 Gentex Corporation Executive Deferred Compensation Plan dated as of May 1, 2019 was filed as an exhibit to Registrant's Report on Form 10-Q dated May 3, 2019, and is hereby incorporated herein by reference.
*10.21 Rabbi Trust Agreement between Wells Fargo Bank, N.A. and Gentex Corporation dated as of May 1, 2019 was filed as an exhibit to Registrant's Report on Form 10-Q dated May 3, 2019, and is hereby incorporated herein by reference.
*10.22 Specimen Form of Gentex Corporation Non-Employee Director Restricted Stock Agreement was filed as an exhibit to Registrant's Report on Form 10-Q dated November 1, 2019, and is hereby incorporated herein by reference.
*10.23 Specimen form of Performance Share Award Agreement for the Gentex Corporation Long-Term Incentive Plan filed as exhibit to Registrant's Report on Form 10-K filed February 23, 2022, and is hereby incorporated herein by reference.
*10.24 2022 Gentex Corporation Employee Stock Purchase Plan was included in Registrant's Proxy Statement filed with the Commission on August 5, 2022, and is incorporated herein by reference.
99
*10.25 Specimen form of Performance Share Award Agreement for the Gentex Corporation Long-Term Incentive Plan filed as an exhibit to Registrant's Report on Form 10-K filed February 22, 2023., and is hereby incorporated herein by reference.
*10.26
Specimen form of Gentex Corporation Restricted Stock Unit Award Agreement was filed as an exhibit to Registrant's Report on Form 10-Q dated November 3, 2023, and is hereby incorporated herein by reference.
10.27
Stock Purchase Agreement by and among Gentex Corporation, Avalon Park International LLC and Avalon Park Group Holding AG, dated as of October 4, 2023, filed as exhibit to Registrant's Report on Form 10-K filed February 22, 2024.
19
Insider trading policies and procedures
21 List of Company Subsidiaries
23.1 Consent of Independent Registered Public Accounting Firm
31.1 Certificate of the Chief Executive Officer of Gentex Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
31.2 Certificate of the Chief Financial Officer of Gentex Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32 Certificate of the Chief Executive Officer and Chief Financial Officer of Gentex Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350).
97 Gentex Corporation Incentive-Based Compensation Recoupment Policy, filed as an exhibit to Registrant's Form 10-K dated February 22, 2024
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
*Indicates a compensatory plan or arrangement.
100