Commercial Vehicle Group grants CEO up to 2.18M shares
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Form Type
8-K/A
Rhea-AI Filing Summary
Commercial Vehicle Group, Inc. (CVGI) granted President and Chief Executive Officer David Ruppel equity awards on November 9, 2026, after approval by independent directors. The awards cover up to 2,175,614 shares, assuming maximum performance, and include an initial long-term incentive award with a $1.6 million target value. Restricted shares vest through 2030; performance shares depend on the stated performance measures over periods ending in 2028 and 2029. Vesting is generally subject to continued employment through the applicable date.
Filing Explained
Death, disability and specified change-in-control events can accelerate vesting beyond the scheduled dates.
This amendment gives the final mix of awards granted on
The make-whole performance award may be earned at
The awards are outside CVG’s 2020 equity plan. Restricted shares generally require continued employment, but vest in full on death or disability, if unassumed or unsubstituted in a change in control, or if Ruppel is terminated without cause or resigns for good reason within 13 months after a change in control; performance shares are earned at the greater of target and actual performance upon a change in control.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Inducement awards at maximum performance: 2,175,614 shares
Initial long-term incentive award target value: $1,600,000
Make-whole restricted shares: 611,481 shares
+5 more
8 metrics
Inducement awards at maximum performance
2,175,614 shares
Aggregate shares covered, assuming maximum performance under the performance share awards
Initial long-term incentive award target value
$1,600,000
Target value of the initial long-term incentive award
Make-whole restricted shares
611,481 shares
Restricted shares granted to David Ruppel
Make-whole performance shares at target
384,552 shares
Target amount; may be earned from 0% to 200% of target
Make-whole performance shares at maximum
769,104 shares
Maximum amount under the make-whole performance share award
Initial incentive restricted shares
198,757 shares
Restricted shares granted to David Ruppel
Initial incentive performance shares at target
298,136 shares
Target amount; may be earned from 0% to 200% of target
Initial incentive performance shares at maximum
596,272 shares
Maximum amount under the initial long-term incentive performance share award
Key Terms
Inducement Awards, restricted shares, performance shares, relative total shareholder return, +2 more
6 terms
Inducement Awards regulatory
"equity awards as a material inducement to his acceptance of employment"
Inducement awards are special bonuses given to new employees to encourage them to join a company, often in the form of stock or money. They matter because they can motivate talented people to choose one company over another and help align their success with the company's growth. Think of it like a signing bonus to seal the deal.
accelerated vesting financial
"subject to accelerated vesting in certain circumstances"
A contract feature that makes stock awards, options, or restricted shares become owned or exercisable earlier than the original schedule. It shortens or cancels the waiting period so recipients can sell, transfer, or exercise their equity sooner — think of a timed lock that is unlocked ahead of schedule. It matters to investors because it changes when shares enter the market, who controls them, and how much dilution or ownership concentration happens.
Nasdaq Listing Rule 5635(c)(4) regulatory
"in accordance with Nasdaq Listing Rule 5635(c)(4)"
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the target value of David Ruppel's CVGI long-term incentive award?
The initial long-term incentive award has a $1,600,000 target value.
What are the vesting terms for David Ruppel's CVGI awards?
The 611,481 make-whole restricted shares vest 50% on November 9, 2027 and November 9, 2028; the 198,757 initial-incentive restricted shares vest in three substantially equal annual installments on March 31, 2028, March 31, 2029 and March 31, 2030. Performance shares may be earned from 0% to 200% of target over the 2027–2028 and 2027–2029 performance periods, generally subject to continued employment through the applicable vesting date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 30, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: 614 -289-5360
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ | ||||
EXPLANATORY NOTE
On November 2, 2026, Commercial Vehicle Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) reporting, among other things, the appointment of David Ruppel as President and Chief Executive Officer of the Company effective November 9, 2026 (the “Start Date”) and the make-whole equity awards and initial long-term incentive award to be granted to Mr. Ruppel on the Start Date as material inducements to his acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Awards”). As disclosed in the Original Report, the number of shares subject to the Inducement Awards was to be determined on November 9, 2026. This Amendment No. 1 to the Original Report is being filed to report the number of shares subject to the Inducement Awards and to file the award agreements evidencing the Inducement Awards. Except as set forth herein, this Amendment No. 1 does not amend or update the Original Report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On the Start Date, the Company granted the Inducement Awards to Mr. Ruppel on the terms described in the Original Report. Based on the closing prices of the Company’s common stock ($3.22 per share) and Littelfuse, Inc. common stock ($385.63 per share) on November 9, 2026, and in accordance with the conversion methodology described in the Original Report, the Inducement Awards consist of:
•make-whole awards consisting of (i) 611,481 restricted shares of the Company’s common stock, which vest 50% on each of November 9, 2027 and November 9, 2028, and (ii) 384,552 performance shares at target (up to 769,104 shares at maximum), which may be earned based on the Company’s relative total shareholder return for the performance period from January 1, 2027 through December 31, 2028; and
•an initial long-term incentive award consisting of (i) 198,757 restricted shares of the Company’s common stock, which vest in three substantially equal annual installments on March 31, 2028, March 31, 2029 and March 31, 2030, and (ii) 298,136 performance shares at target (up to 596,272 shares at maximum), which may be earned based on performance for the performance period from January 1, 2027 through December 31, 2029.
In the aggregate, the Inducement Awards cover 2,175,614 shares of the Company’s common stock, assuming maximum performance under the performance share awards.
The foregoing description of the Inducement Awards is qualified in its entirety by reference to the full text of the award agreements evidencing the Inducement Awards, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Amendment No. 1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On November 12, 2026, the Company issued a press release announcing the grant of the Inducement Awards in accordance with Nasdaq Listing Rule 5635(c)(4). A copy of the press release is furnished as Exhibit 99.1 to this Amendment No. 1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
10.1+ | Inducement Restricted Stock Agreement (Make-Whole Award), dated November 9, 2026, between Commercial Vehicle Group, Inc. and David Ruppel. | ||||
10.2+ | Performance-Based Restricted Stock Award Agreement (Make-Whole Award), dated November 9, 2026, between Commercial Vehicle Group, Inc. and David Ruppel. | ||||
10.3+ | Inducement Restricted Stock Agreement (Initial Long-Term Incentive Award), dated November 9, 2026, between Commercial Vehicle Group, Inc. and David Ruppel. | ||||
10.4+ | Performance-Based Restricted Stock Award Agreement (Initial Long-Term Incentive Award), dated November 9, 2026, between Commercial Vehicle Group, Inc. and David Ruppel. | ||||
99.1* | Press Release dated November 12, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
+ Management contract or compensatory plan or arrangement.
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCIAL VEHICLE GROUP, INC. | ||||||||
| November 12, 2026 | By: | /s/ Aneezal H. Mohamed | ||||||
| Name: | Aneezal H. Mohamed | |||||||
| Title: | Chief Legal Officer | |||||||
Exhibit 99.1
Press Release
CVG Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)
NEW ALBANY, Ohio, November 12, 2026 (GLOBE NEWSWIRE) – CVG (NASDAQ: CVGI) (“CVG” or the “Company”), a diversified industrial products and services company, today announced that, in connection with the previously announced appointment of David Ruppel as President and Chief Executive Officer effective November 9, 2026, CVG granted Mr. Ruppel equity awards as a material inducement to his acceptance of employment with CVG in accordance with Nasdaq Listing Rule 5635(c)(4). The awards were approved by CVG’s independent directors on October 30, 2026 and were granted outside of CVG’s Second Amended and Restated 2020 Equity Incentive Plan (the “Plan”), but are subject to terms and conditions consistent with those of awards granted under the Plan.
On November 9, 2026, CVG granted Mr. Ruppel the following awards:
•Make-whole awards in respect of unvested equity awards that Mr. Ruppel forfeited upon leaving his prior employer, Littelfuse, Inc., consisting of (i) 611,481 restricted shares of CVG common stock, which vest 50% on each of November 9, 2027 and November 9, 2028, and (ii) 384,552 performance shares at target (up to 769,104 shares at maximum), which may be earned from 0% to 200% of target based on CVG’s relative total shareholder return for the performance period from January 1, 2027 through December 31, 2028 and, to the extent earned, vest on December 31, 2028; and
•An initial long-term incentive award with a target value of $1,600,000, consisting of (i) 198,757 restricted shares of CVG common stock, which vest in three substantially equal annual installments on March 31, 2028, March 31, 2029 and March 31, 2030, and (ii) 298,136 performance shares at target (up to 596,272 shares at maximum), which may be earned from 0% to 200% of target based on the same performance measures, weightings, goals and payout methodology to be established for the 2027 performance share awards to CVG’s other executive officers, for the performance period from January 1, 2027 through December 31, 2029 and, to the extent earned, vest on December 31, 2029.
In the aggregate, the awards cover 2,175,614 shares of CVG common stock, assuming maximum performance under the performance share awards. The number of shares subject to the awards was determined using the November 9, 2026 closing prices of CVG common stock and, for the make-whole awards, Littelfuse, Inc. common stock. Vesting of the awards is generally subject to Mr. Ruppel’s continued employment with CVG through the applicable vesting date, subject to accelerated vesting in certain circumstances as provided in the applicable award agreements. The restricted shares will vest in full upon Mr. Ruppel’s death or disability, upon a termination of his employment by CVG without cause or by him for good reason within 13 months following a change in control, or upon a change in control in which the restricted shares are not assumed or substituted, and the performance shares will be earned at the greater of target and actual performance upon a change in control.
# # #
About CVG
CVG is a global provider of systems, assemblies and components to global commercial vehicle markets and electric vehicle markets. We deliver real solutions to complex design, engineering and manufacturing
problems while creating positive change for our customers, industries and communities we serve. Information about the Company and its products is available on the internet at www.cvgrp.com.
Investor Relations Contact:
Ross Collins or Nathan Skown
Alpha IR Group
CVGI@alpha-ir.com