Commercial Vehicle Group sees 2026 revenue of $755M–$775M
The updated 2026 outlook lifts the revenue range while trimming its Adjusted EBITDA ceiling amid CEO succession costs.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Commercial Vehicle Group, Inc. (CVGI) reported third-quarter 2026 revenue of $208.1 million, up 36.5% year over year, and net income from continuing operations of $5.6 million versus a $6.8 million loss. Adjusted EBITDA was $8.5 million, compared with $4.6 million, and adjusted diluted EPS was $0.03 versus a $0.14 loss. Gross margin was 13.5%, versus 10.5% a year earlier. Results included a $4.1 million pre-tax warrant liability revaluation benefit and a $3.1 million gain on asset sales.
For full-year 2026, CVGI raised its revenue outlook to $755 million-$775 million from $725 million-$755 million and revised its Adjusted EBITDA outlook to $26 million-$29 million from $26 million-$31 million, citing incremental CEO-succession expenses; Free Cash Flow outlook remains positive. Revenue growth reflected increased demand and new-business ramps across all three segments. The Board appointed David Ruppel President and CEO and a director effective November 9, 2026; James R. Ray steps down then and remains Senior Advisor through January 5, 2027. Ruppel's offer provides a $700,000 annual base salary, a $1.6 million target initial long-term incentive award, and 2027 target annual compensation of no less than $3 million.
3 points · 0 major1 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointQ3 revenue rose 36.5% to $208.1 million.
- Moderate pointAdjusted EBITDA increased 84.8% to $8.5 million.
- Moderate pointContinuing-operations net income was $5.6 million, versus a $6.8 million loss.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Adjusted EBITDA outlook ceiling fell to $29 million from $31 million.
Filing Explained
The CEO transition includes promised equity awards that can add CVGI shares, but the award counts are not set, so issuance cannot be sized.
The CEO handoff is scheduled for
The initial award splits its target value between
Ruppel’s change-in-control agreement provides 24 months of base-salary continuation, specified bonuses and health coverage after a termination without cause. A qualifying termination within 13 months after a change in control instead provides a payment of two times base salary plus target annual bonus, subject to release terms. Ray’s transition agreement provides salary and benefits through retirement, immediate vesting of outstanding restricted shares, prorated future performance-award payouts based on actual performance, and his 2026 annual bonus, but no severance under his existing change-in-control agreement.
CVG says final award share counts will be based on November 9 closing prices and disclosed in a press release and a filing amendment; the share counts are not yet stated.
8-K Event Classification
4 items: 2.02, 5.02, 7.01, 9.01
4 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
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
Revenue: $208.1 million; up 36.5% year over year
Net income from continuing operations: $5.6 million, compared with a $6.8 million loss
Adjusted EBITDA: $8.5 million; up 84.8% year over year
+4 more
7 metrics
Revenue
$208.1 million; up 36.5% year over year
Third quarter 2026, continuing operations
Net income from continuing operations
$5.6 million, compared with a $6.8 million loss
Third quarter 2026 compared with third quarter 2025
Adjusted EBITDA
$8.5 million; up 84.8% year over year
Third quarter 2026
Adjusted diluted EPS
$0.03, compared with a $0.14 loss
Third quarter 2026 compared with third quarter 2025
2026 revenue outlook
$755 million-$775 million (prior outlook: $725 million-$755 million)
Updated full-year 2026 outlook
2026 Adjusted EBITDA outlook
$26 million-$29 million (prior outlook: $26 million-$31 million)
Updated full-year 2026 outlook
Annual base salary
$700,000
David Ruppel's offer letter
Key Terms
Adjusted EBITDA, net leverage, warrant liability revaluation, Inducement Awards
4 terms
Adjusted EBITDA financial
"Adjusted EBITDA margin of 4.1%"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
net leverage financial
"reducing net leverage to approximately 2.7 times"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
warrant liability revaluation financial
"pre-tax warrant liability revaluation benefit"
When a company issues warrants that are accounted for as liabilities, those warrant obligations are re-measured at current fair value each reporting period; the change in value is recorded on the income statement. Think of it like marking a fluctuating IOU to today’s price: gains or losses from the revaluation can make reported profit or loss jump from quarter to quarter and change reported liabilities on the balance sheet. Investors watch this because it affects earnings volatility and the company’s reported financial position without any cash flow immediately changing.
Inducement Awards financial
"The “Inducement Awards” were approved by the independent directors"
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.
Earnings Snapshot
Revenue: $208.1 million · Guidance included
Third quarter ended September 30, 2026
Revenue
$208.1 million
Up 36.5% year over year
Gross margin
13.5%
Expanded 300 basis points versus Q3 2025
Net income from continuing operations
$5.6 million
Compared with a $6.8 million loss in Q3 2025
Adjusted EBITDA
$8.5 million
Up 84.8% year over year
Adjusted diluted EPS
$0.03
Compared with a $0.14 loss in Q3 2025
Guidance
Updated 2026 outlook: revenue of $755 million-$775 million; Adjusted EBITDA of $26 million-$29 million; Free Cash Flow: Positive.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were CVGI's third-quarter 2026 earnings?
CVGI reported $208.1 million in third-quarter 2026 revenue, up 36.5% year over year; net income from continuing operations was $5.6 million, versus a $6.8 million loss, and Adjusted EBITDA was $8.5 million, compared with $4.6 million.
What is CVGI's updated 2026 outlook?
CVGI's updated full-year 2026 revenue outlook is $755 million to $775 million, versus $725 million to $755 million previously; its Adjusted EBITDA outlook is $26 million to $29 million, versus $26 million to $31 million previously. Free Cash Flow outlook remains positive. The company cited incremental expenses related to CEO succession in revising the Adjusted EBITDA range.
What compensation will CVGI's incoming CEO receive?
David Ruppel's offer provides for an annual base salary of $700,000 and an annual incentive opportunity targeted at 100% of base salary, with payouts from 0% to 200% of target. Total annual target compensation is no less than $3 million; the $1.6 million initial long-term incentive award counts toward the 2027 target.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 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. | ¨ | ||||
Item 2.02. Results of Operations and Financial Condition.
On November 2, 2026, Commercial Vehicle Group, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 announcing earnings for the third quarter ended September 30, 2026, and its CEO succession plan.
The information, including Exhibit 99.1 hereto, the registrant furnished in this report is not 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. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2026, the Company announced that, on October 30, 2026, its Board of Directors (the “Board”) appointed David Ruppel as President and Chief Executive Officer of the Company and as a member of the Board, in each case effective November 9, 2026 (the “Start Date”). Mr. Ruppel will succeed James R. Ray, Jr., who will step down as President and Chief Executive Officer and as a member of the Board effective on the Start Date. Mr. Ray will remain with the Company as Senior Advisor to the Chief Executive Officer to assist with the transition through his retirement on January 5, 2027 (the “Retirement Date”). Mr. Ray’s resignation from the Board did not result from any disagreement with the Company on any matter relating to its operations, policies or practices.
Mr. Ruppel, age 55, has worked at Littelfuse, Inc., a global industrial technology company focused on circuit protection, sensing, switching and power control solutions, since 2024, most recently as Senior Vice President and General Manager, Transportation & Logistics. From 2021 to 2024, he served as President of IDEX Optical Technologies, a provider of engineered optical components and systems. From 2017 to 2021, he served as President of Montevideo Technology Inc., a provider of custom motor and motion control systems. Earlier in his career, he held leadership positions with Herman Miller–Nemschoff and Eaton–Cooper Power Systems. Mr. Ruppel holds an Executive Master of Business Administration from Marquette University and a Bachelor of Science in Management from Cardinal Stritch University.
Mr. Ruppel was not appointed pursuant to any arrangement or understanding between him and any other person. Mr. Ruppel does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen to become a director or executive officer, and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Ruppel will not receive additional compensation for his service on the Board. Mr. Ruppel is not expected to be named to any committee of the Board.
Offer Letter
On October 30, 2026, the Company entered into an offer letter with Mr. Ruppel (the “Offer Letter”) governing his employment beginning on the Start Date. The Offer Letter provides for an annual base salary of $700,000 and an annual incentive award opportunity under the Company’s annual incentive plan targeted at 100% of base salary, with payouts ranging from 0% to 200% of target depending on performance. Total annual target compensation will be no less than $3,000,000, with the initial long-term incentive award described below counting toward this target for 2027.
To replace the bonus Mr. Ruppel would forfeit at his current employer, the Company will pay him a prorated amount of the 2026 bonus he would have earned at that employer through the Start Date, payable on or about March 15, 2027.
The make-whole equity awards and initial long-term incentive award described below (the “Inducement Awards”) were approved by the independent directors of the Board and will be granted on the Start Date outside the Company’s stockholder-approved equity incentive plan as material inducements to Mr. Ruppel’s acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4), but will be subject to terms and conditions consistent with those of awards granted under the Company’s Second Amended and Restated 2020 Equity Incentive Plan.
Mr. Ruppel will receive make-whole equity awards in respect of unvested awards forfeited at his prior employer, consisting of restricted shares and performance shares at target, with the following conversion methodology, vesting schedules and performance conditions:
• The number of make-whole restricted shares will equal (A) the sum of (1) 4,720 forfeited Littelfuse restricted stock units multiplied by the closing price of Littelfuse common stock on November 9, 2026, plus (2) 1,112 forfeited unvested Littelfuse stock options
multiplied by the excess, if any, of that closing price over the options’ $251.82 exercise price, divided by (B) the closing price of CVGI common stock on November 9, 2026, and the target number of make-whole performance shares will equal 3,211 forfeited Littelfuse performance share units multiplied by the closing price of Littelfuse common stock on November 9, 2026, divided by the closing price of CVGI common stock on that date;
• The make-whole restricted shares will vest 50% on the first anniversary and 50% on the second anniversary of the grant date; and
• The make-whole performance shares will cliff vest on December 31, 2028, with the number of shares earned and delivered in settlement ranging from 0% to 200% of target based on the Company’s relative total shareholder return for the period January 1, 2027 to December 31, 2028.
Mr. Ruppel will also receive an initial long-term incentive award, based on the closing price of CVGI stock on November 9, 2026, with a target value of $1,600,000, consisting of 40% restricted shares and 60% performance shares at target, subject to the following vesting schedules and performance conditions and the respective grant agreement:
• The number of initial long-term restricted shares and target performance shares will equal $640,000 and $960,000, respectively, divided by the closing price of CVGI common stock on November 9, 2026;
• The initial long-term restricted shares will vest ratably on March 31, 2028, 2029, and 2030; and
• The initial long-term performance shares will cliff vest on December 31, 2029 with the number of shares earned and delivered in settlement ranging from 0% to 200% of target, based on the same performance measures, weightings, goals and payout methodology established for the performance share awards granted to the Company’s other executive officers in March or April 2027, measured over the period January 1, 2027 to December 31, 2029.
The above referenced initial long-term incentive award will count toward Mr. Ruppel’s 2027 annual target compensation, and he will not receive an additional annual equity award in 2027.
The restricted share awards will vest in full upon Mr. Ruppel’s death or disability, upon a termination of his employment by the Company 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 awards are not assumed or substituted. Upon a change in control, the performance share awards will be earned at the greater of target and actual performance. Vesting of the Inducement Awards is otherwise subject to Mr. Ruppel’s continued employment through the applicable vesting date. The number of shares subject to the Inducement Awards will be determined on November 9, 2026 and will be disclosed in a press release as required by Nasdaq Listing Rule 5635(c)(4) and in an amendment to this Current Report on Form 8-K.
The Company will also provide Mr. Ruppel with a one-time net cash relocation payment of $60,000 within 30 days after the Start Date. If he resigns or is terminated for cause within 18 months after the Start Date, the payment is repayable at a rate of one-eighteenth of its initial value for each full month remaining in that period. Mr. Ruppel will be eligible to participate in the Company’s employee benefit programs and will be subject to the Company’s stock ownership requirements, including a holding requirement of five times annual base salary.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Change in Control and Non-Competition Agreement
On October 30, 2026, the Company entered into a Change in Control & Non-Competition Agreement with Mr. Ruppel (the “CIC Agreement”). If the Company terminates his employment without cause outside the change in control circumstances described below, the CIC Agreement provides for 24 months of continued base salary, any earned but unpaid prior-year annual bonus, a prorated annual bonus for the year of termination based on the bonus he would otherwise have received, and 18 months of group health plan participation or, at his election, COBRA payments. Equity and other long-term incentive awards will be treated in accordance with the applicable plan and award agreements. Salary continuation is conditioned on execution and non-revocation of a general release of claims and is subject to cessation for a breach of the CIC Agreement or the discovery of grounds that would have constituted cause.
If, within 13 months following a change in control, the Company terminates Mr. Ruppel’s employment without cause or he resigns for good reason (each as defined in the CIC Agreement), he will be entitled, in lieu of the ordinary severance benefits described above, to accrued compensation and a payment equal to two times the sum of his base salary and target annual bonus. Subject to execution and non-revocation of a general release of claims, one-half of that payment will be paid in a lump sum within 30 days after termination and the remainder in equal monthly installments beginning 30 days after termination and ending on the earlier of two and one-half months after the end of the Company’s fiscal year in which termination occurs or his death, subject to applicable Section 409A requirements.
Equity and other long-term incentive awards will be treated in accordance with the applicable plan and award agreements. The CIC Agreement also provides for continued welfare benefits, subject to its terms, until the earlier of 18 months after termination or commencement of full-time employment with a new employer providing comparable benefits.
Mr. Ruppel is subject to confidentiality and intellectual property obligations, noncompetition and nonsolicitation covenants during employment and for one year thereafter, and a nondisparagement covenant during employment and for two years thereafter. Payments are subject to a Section 280G best-net reduction provision, and incentive compensation is subject to applicable clawback requirements.
The foregoing description of the CIC Agreement is qualified in its entirety by reference to the full text of the CIC Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Transition and Retirement Agreement
On October 30, 2026, the Company entered into a transition and retirement agreement with Mr. Ray (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Ray will resign as President and Chief Executive Officer and as a member of the Board effective November 9, 2026, and will remain an employee through the Retirement Date. During this period, Mr. Ray will continue to receive his current base salary and continue to participate in the employee benefit plans made available to employees generally.
In connection with his retirement, Mr. Ray will receive any earned but unpaid base salary, immediate vesting of his outstanding restricted shares, prorated vesting of outstanding performance awards for future payout based on actual performance, and his 2026 annual bonus, payable at the same time as bonuses are paid to other participants, in each case, consistent with the terms of his existing agreements. Mr. Ray will not be entitled to any severance payments or benefits under his existing change in control agreement. The Transition Agreement also contains a general release of claims by Mr. Ray in favor of the Company and confirms that his existing confidentiality, non-competition, non-solicitation and non-disparagement covenants will continue to apply in accordance with their terms.
The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference.
On November 2, 2026, the Company issued a press release announcing the leadership transition described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K 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 | Offer Letter, dated October 30, 2026, between Commercial Vehicle Group, Inc. and David Ruppel. | |||||||
10.2 | Change in Control & Non-Competition Agreement, dated October 30, 2026, between Commercial Vehicle Group, Inc. and David Ruppel. | |||||||
10.3 | Transition and Retirement Agreement, dated October 30, 2026, between Commercial Vehicle Group, Inc. and James R. Ray, Jr. | |||||||
99.1 | * | Press Release dated November 2, 2026, with third quarter ended September 30, 2026 earnings release and CEO Succession Plan. | ||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
| * 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 2, 2026 | By: | /s/ Aneezal H. Mohamed | ||||||||||||||||||
Name: | Aneezal H. Mohamed | |||||||||||||||||||
Title: | Chief Legal Officer | |||||||||||||||||||
Exhibit 99.1
CVG REPORTS THIRD QUARTER 2026 RESULTS AND ANNOUNCES CEO SUCCESSION PLAN
Delivered strong revenue growth and margin expansion
Returned to positive GAAP and Adjusted EPS
Raises revenue outlook and narrows Adjusted EBITDA guidance range
Appoints David Ruppel as President and CEO and a member of the Board
NEW ALBANY, OHIO (November 2, 2026) - CVG (NASDAQ: CVGI), a diversified industrial products and services company, today announced financial results for its third quarter ended September 30, 2026.
Third Quarter 2026 Highlights (Results from Continuing Operations; compared with prior year, where comparisons are noted)
•Revenues of $208.1 million, up 36.5%, primarily driven by increased demand across all three segments.
•Gross margin expansion of 300 basis points versus Q3 2025 and 80 basis points sequentially versus Q2 2026 primarily from volume leverage and operational efficiency improvements.
•Operating income of $7.7 million, which included $3.1 million gain on sale of assets, up $8.7 million, compared to an operating loss of $1.1 million. Adjusted operating income of $5.6 million, compared to $1.6 million.
•Net income from continuing operations of $5.6 million, or $0.14 per diluted share and adjusted net income of $1.2 million, or $0.03 per diluted share, compared to net loss from continuing operations of $6.8 million, or $(0.20) per diluted share and adjusted net loss of $4.6 million, or $(0.14) per diluted share. Net income includes a $4.1 million pre-tax warrant liability revaluation benefit.
•Adjusted EBITDA of $8.5 million, compared to $4.6 million, with an adjusted EBITDA margin of 4.1%, up from 3.0%.
James Ray, President and Chief Executive Officer, said, “The third quarter demonstrated the earnings potential of a leaner, more efficient, and more focused CVG. Strong volume growth across all three segments, together with productivity gains, drove meaningful revenue growth and improvement in gross margin, adjusted operating income, and adjusted EBITDA. We see further opportunities to improve performance, particularly through driving plant efficiencies and recovering higher commodity and freight costs."
Mr. Ray continued, “Trim Systems & Components delivered the strongest year-over-year growth, benefiting from higher North American Class 8 production volumes and new program launches. Global Electrical Systems benefited from new program ramps and increased demand in construction markets, and we continue to work closely with Zoox to support their production plans. Global Seating delivered solid growth while executing the footprint initiatives in China, the U.S., and the U.K. We expect these initiatives to lower our cost base over time. We expect the combination of new business
1
ramps, continued operational improvement and execution in our key end markets to support further earnings growth into 2027.”
Angie O’Leary, Chief Financial Officer, added, “The third quarter marks a meaningful step in our transition toward profitable growth, with stronger volume translating into higher adjusted margins and positive adjusted EPS. As growth accelerates, our financial priorities remain clear: converting higher earnings into cash, strengthening the balance sheet and investing in the working capital and capacity needed to support new business. We made progress in each area this quarter, including reducing net leverage to approximately 2.7 times. We remain focused on driving profitable growth and progressing toward our net leverage goal of approximately two times. Based on our performance through the first nine months of the year, and our expectations for the fourth quarter, we are raising our full-year revenue outlook. We are also reducing the top end of the Adjusted EBITDA guidance range, reflecting incremental expenses related to the CEO succession.”
CEO Succession Plan
The Company also announced that its Board of Directors (the “Board”) has appointed David Ruppel as the Company’s next President and Chief Executive Officer and a member of the Board, in each case effective November 9, 2026. Mr. Ruppel will succeed James Ray, who will step down as President and Chief Executive Officer and as a member of the Board on November 9, 2026 and will remain with CVG as a Senior Advisor through his retirement on January 5, 2027.
The Board extends its sincere gratitude to Mr. Ray for his outstanding leadership and the significant contributions he has made to CVG during his tenure and appreciates his continued counsel as Senior Advisor to support a seamless transition. During his nearly three years as CEO, Mr. Ray guided the Company through challenging end market conditions, refinanced its balance sheet, and transformed its operating structure to sharpen CVG's focus on profitable growth. Mr. Ray’s resignation did not result from any disagreement with the Company on any matter relating to its operations, policies or practices.
Mr. Ruppel brings more than 25 years of operational and general management experience across many of CVG’s key end markets, including commercial vehicles, electrical systems, and industrials. He currently serves as Senior Vice President and General Manager, Transportation & Logistics at Littelfuse, Inc., with global P&L responsibility for a $700 million segment, having previously led its Commercial Vehicle products business. His career also spans automotive and aerospace & defense, giving him a broad perspective on the customers, technologies, and demand cycles that shape CVG’s business. Prior to Littelfuse, Mr. Ruppel served as President of IDEX Optical Technologies and President of Montevideo Technology, Inc., leading global businesses through growth, acquisition integration, and operational transformation. Prior to that, he spent approximately 20 years in operational and general management roles at Herman Miller, Eaton, and Cooper Industries, including deep experience in electrical power management and manufacturing at Cooper and Eaton.
Mr. Ruppel holds an Executive Master of Business Administration from Marquette University and a Bachelor of Science in Management from Cardinal Stritch University.
“We have found an exceptional leader whose deep operating experience and strong record of execution position him well to advance CVG’s strategy and drive growth,” said William C. Johnson, Chairman of the Board. “David is a seasoned, results-oriented executive who has led complex global businesses, including in the commercial vehicle and electrical markets that are central to the Company. He is the right leader to guide CVG through its next phase of growth, and I am confident that this transition will be smooth.”
Mr. Ruppel said, “I am honored to be appointed President and CEO and thank the Board for its confidence. I look forward to partnering with our talented employees around the world as we execute
2
our strategy and deliver value for our customers and shareholders. CVG is a diverse organization with a global footprint and broad product portfolio, and I am excited for the opportunity to lead it. Having spent my career in markets closely aligned with CVG’s, I see a strong foundation with clear potential to deliver profitable growth.”
Third Quarter Financial Results from Continuing Operations
(amounts in millions except per share data and percentages)
Third Quarter | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
Revenues | $ | 208.1 | $ | 152.5 | $ | 55.6 | 36.5% | ||||||||||||||||
| Gross profit | $ | 28.1 | $ | 16.0 | $ | 12.1 | 75.6% | ||||||||||||||||
| Gross margin | 13.5 | % | 10.5 | % | |||||||||||||||||||
Adjusted gross profit 1 | $ | 28.8 | $ | 18.4 | $ | 10.4 | 56.5% | ||||||||||||||||
Adjusted gross margin 1 | 13.8 | % | 12.1 | % | |||||||||||||||||||
| Operating income | $ | 7.7 | $ | (1.1) | $ | 8.8 | NM2 | ||||||||||||||||
| Operating margin | 3.7 | % | (0.7) | % | |||||||||||||||||||
Adjusted operating income 1 | $ | 5.6 | $ | 1.6 | $ | 4.0 | 250.0% | ||||||||||||||||
Adjusted operating margin 1 | 2.7 | % | 1.0 | % | |||||||||||||||||||
| Net income (loss) from continuing operations | $ | 5.6 | $ | (6.8) | $ | 12.4 | NM2 | ||||||||||||||||
Adjusted net income (loss) from continuing operations 1 | $ | 1.2 | $ | (4.6) | $ | 5.8 | NM2 | ||||||||||||||||
Earnings (loss) per share, diluted | $ | 0.14 | $ | (0.20) | $ | 0.34 | NM2 | ||||||||||||||||
Adjusted earnings (loss) per share, diluted 1 | $ | 0.03 | $ | (0.14) | $ | 0.17 | NM2 | ||||||||||||||||
Adjusted EBITDA 1 | $ | 8.5 | $ | 4.6 | $ | 3.9 | 84.8% | ||||||||||||||||
Adjusted EBITDA margin 1 | 4.1 | % | 3.0 | % | |||||||||||||||||||
1 See Appendix A for GAAP to Non-GAAP reconciliation | |||||||||||||||||||||||
2 Not meaningful | |||||||||||||||||||||||
Consolidated Results from Continuing Operations
Third Quarter 2026 Results
•Third quarter 2026 revenues were $208.1 million, compared to $152.5 million in the prior year period, an increase of 36.5%. The overall increase in revenues was primarily due to increased customer demand in global markets and the ramp of previously awarded new business wins across all three of our segments.
•Operating income in the third quarter 2026 was $7.7 million, which included $3.1 million gain on sale of assets, up $8.7 million compared to an operating loss of $1.1 million in the prior year period. Third quarter 2026 adjusted operating income was $5.6 million, compared to adjusted operating income of $1.6 million in the prior year period. The increase in adjusted operating income was primarily attributable to the impact of higher sales volumes and operational efficiency improvements, partially offset by higher SG&A expense, driven primarily by share-based compensation, increased performance-based incentive compensation, and recruiting costs related to the CEO succession process.
•Interest associated with debt and other expenses was $3.4 million and $4.1 million for the third quarter 2026 and 2025, respectively, with the decrease for the third quarter 2026 due to lower debt balances.
3
•Net income from continuing operations was $5.6 million, or $0.14 per diluted share, for the third quarter 2026 compared to net loss of $6.8 million, or $(0.20) per diluted share, in the prior year period. Net income includes a $4.1 million pre-tax warrant liability revaluation benefit. Third quarter 2026 adjusted net income from continuing operations was $1.2 million, or $0.03 per diluted share, compared to adjusted net loss of $4.6 million, or $(0.14) per diluted share.
On September 30, 2026, the Company had $34.2 million of outstanding borrowings on its U.S. revolving credit facility and $1.5 million outstanding borrowings on its China credit facility, $39.8 million of cash and $83.3 million of availability from the credit facilities (subject to customary borrowing base and other conditions), resulting in total liquidity of $123.1 million.
Third Quarter 2026 Segment Results
Global Seating Segment
•Revenues were $84.7 million compared to $68.7 million for the prior year period, an increase of 23.3%, due primarily to increased customer demand in North America and Asia-Pacific markets.
•Operating income was $3.6 million, compared to $1.4 million in the prior year period, an increase of $2.2 million, driven by higher sales and improved gross margin performance. Third quarter 2026 adjusted operating income was $4.6 million compared to $2.9 million in the prior year period.
Global Electrical Systems Segment
•Revenues were $64.4 million compared to $49.5 million in the prior year period, an increase of 30.2%, primarily as a result of ramping new business wins and increased customer demand in construction markets.
•Operating income was $3.7 million compared to operating income of $0.8 million in the prior year period. The increase in operating income was primarily attributable to higher volume and product mix.
Trim Systems and Components Segment
•Revenues were $58.9 million compared to $34.3 million in the prior year period, an increase of 71.9%, primarily due to higher sales volume as a result of increased customer demand in North America, including improved product mix.
•Operating income was $5.8 million compared to operating loss of $0.9 million in the prior year period. The increase in operating income was primarily attributable to higher demand, improved operational efficiencies, and a gain on sale of assets. Third quarter 2026 adjusted operating income was $2.7 million compared to an adjusted operating loss of $0.3 million in the prior year period.
4
Outlook
CVG updated the Company's outlook for the full year 2026, based on current market conditions:
| Metric | Prior 2026 Outlook ($ millions) | Updated 2026 Outlook ($ millions) | ||||||
| Revenues | $725 - $755 | $755 - $775 | ||||||
| Adjusted EBITDA | $26 - $31 | $26 - $29 | ||||||
| Free Cash Flow | Positive | Positive | ||||||
This outlook reflects, among others, current industry forecasts for North America Class 8 truck builds. According to ACT Research, 2026 North American Class 8 truck production levels are expected to be at 272,442 units, up 8% versus the 2025 actual Class 8 truck builds of 251,251 units.
The outlook for the Construction end market reflects high-single digit growth in 2026.
Our long-term incentive awards are designed to align executive compensation with shareholder returns. Our adjusted EBITDA outlook incorporates current estimates of long-term performance shares settled in cash. Under GAAP accounting, such awards are remeasured each reporting period. Therefore, changes in our share price could materially affect our Adjusted EBITDA outlook. While this creates periodic earnings volatility under GAAP, it does not represent a corresponding change in our underlying cost structure. (see Appendix A)
GAAP to Non-GAAP Reconciliation
A reconciliation of GAAP to non-GAAP financial measures referenced in this release is included as Appendix A to this release.
Conference Call
A conference call to discuss this press release is scheduled for Tuesday, November 3, 2026, at 8:30 a.m. ET. Management intends to reference the Q3 2026 Earnings Call Presentation during the conference call. To participate, dial (833) 461-5787 using conference code 592968497. International participants dial (585) 542-9983 using conference code 592968497.
This call is being webcast and can be accessed through the “Investors” section of CVG’s website at ir.cvgrp.com, where it will be archived and available for replay for one year.
Company Contact
Michelle Hards
Vice-President, Investor Relations / Corporate Financial Planning & Analysis
CVG
IR@cvgrp.com
Investor Relations Contact
Ross Collins or Nathan Skown
Alpha IR Group
CVGI@alpha-ir.com
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
5
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.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions. In particular, this press release may contain forward-looking statements about the Company’s expectations for future periods with respect to its plans to improve financial results, the future of the Company’s end markets, including, but not limited to, global commercial vehicle markets and electric vehicle markets, changes in the North America Class 8 and Class 5-7 truck build rates, performance of the global construction and agricultural equipment businesses, the Company’s prospects in the global commercial vehicle markets and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment including global supply chain constraints, inflation and labor shortages, tariffs and counter-measures, financial covenant compliance, anticipated effects of acquisitions or divestitures, production of new products, plans for capital expenditures, and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including those included in the Company’s filings with the SEC. There can be no assurance that statements made in this press release relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.
Other Information
Throughout this document, certain numbers in the tables or elsewhere may not sum due to rounding. Rounding may have also impacted the presentation of certain year-on-year percentage changes.
###
6
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months and Nine Months Ended September 30, 2026 and 2025
(Unaudited)
(Amounts in thousands, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Revenues | $ | 208,091 | $ | 152,489 | $ | 574,825 | $ | 494,240 | |||||||||||||||
| Cost of revenues | 179,991 | 136,446 | 502,181 | 440,875 | |||||||||||||||||||
| Gross profit | 28,100 | 16,043 | 72,644 | 53,365 | |||||||||||||||||||
| Selling, general and administrative expenses | 23,531 | 17,104 | 65,761 | 52,222 | |||||||||||||||||||
| Gain on sale of assets | (3,084) | — | (17,041) | — | |||||||||||||||||||
| Operating income (loss) | 7,653 | (1,061) | 23,924 | 1,143 | |||||||||||||||||||
| Other (income) expense | 686 | 729 | 2,465 | 1,083 | |||||||||||||||||||
| Change in fair value of warrant liabilities | (4,112) | 275 | 4,309 | 275 | |||||||||||||||||||
| Loss on extinguishment of debt | 419 | — | 3,406 | 460 | |||||||||||||||||||
| Interest expense | 3,356 | 4,068 | 10,398 | 8,862 | |||||||||||||||||||
| Income (loss) before provision for income taxes | 7,304 | (6,133) | 3,346 | (9,537) | |||||||||||||||||||
| Provision for income taxes | 1,733 | 687 | 5,614 | 4,527 | |||||||||||||||||||
| Net income (loss) from continuing operations | $ | 5,571 | $ | (6,820) | (2,268) | (14,064) | |||||||||||||||||
| Net income (loss) from discontinued operations | — | (260) | (1,500) | (2,088) | |||||||||||||||||||
| Net income (loss) | 5,571 | (7,080) | (3,768) | (16,152) | |||||||||||||||||||
| Basic earnings (loss) per share | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 0.15 | $ | (0.20) | $ | (0.06) | $ | (0.42) | |||||||||||||||
| Income (loss) from discontinued operations | $ | — | $ | (0.01) | $ | (0.04) | $ | (0.06) | |||||||||||||||
| Diluted earnings (loss) per share | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 0.14 | $ | (0.20) | $ | (0.06) | $ | (0.42) | |||||||||||||||
| Income (loss) from discontinued operations | $ | — | $ | (0.01) | $ | (0.04) | $ | (0.06) | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 37,607 | 33,885 | 37,291 | 33,793 | |||||||||||||||||||
| Diluted | 39,160 | 33,885 | 37,291 | 33,793 | |||||||||||||||||||
7
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in thousands, except per share amounts)
| ASSETS | September 30, 2026 | December 31, 2025 | |||||||||
| Current assets: | |||||||||||
| Cash | $ | 39,777 | $ | 33,282 | |||||||
| Accounts receivable, net | 125,523 | 86,262 | |||||||||
| Inventories | 141,906 | 118,557 | |||||||||
| Other current assets | 30,098 | 25,226 | |||||||||
| Total current assets | 337,304 | 263,327 | |||||||||
| Property, plant and equipment, net | 63,410 | 66,638 | |||||||||
| Intangible assets, net | 2,929 | 3,350 | |||||||||
| Deferred income taxes, net | 11,228 | 11,349 | |||||||||
| Other assets, net | 69,215 | 47,050 | |||||||||
| Total assets | $ | 484,086 | $ | 391,714 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 109,206 | $ | 74,180 | |||||||
| Accrued liabilities and other | 62,034 | 31,800 | |||||||||
| Current portion of long-term debt and short-term debt | 4,342 | 2,371 | |||||||||
| Total current liabilities | 175,582 | 108,351 | |||||||||
| Long-term debt | 91,750 | 104,004 | |||||||||
| Pension and other post-retirement benefits | 6,694 | 6,902 | |||||||||
| Other long-term liabilities | 68,884 | 39,100 | |||||||||
| Total liabilities | $ | 342,910 | $ | 258,357 | |||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock | $ | — | $ | — | |||||||
| Common stock | 377 | 342 | |||||||||
| Treasury stock, at cost | (17,320) | (16,706) | |||||||||
| Additional paid-in capital | 290,070 | 272,903 | |||||||||
| Retained deficit | (100,601) | (96,832) | |||||||||
| Accumulated other comprehensive loss | (31,350) | (26,350) | |||||||||
| Total stockholders’ equity | 141,176 | 133,357 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 484,086 | $ | 391,714 | |||||||
8
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
BUSINESS SEGMENT FINANCIAL INFORMATION
(Unaudited)
(Amounts in thousands)
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Corporate/Other | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 84,713 | $ | 68,707 | $ | 64,447 | $ | 49,491 | $ | 58,931 | $ | 34,291 | $ | — | $ | — | $ | 208,091 | $ | 152,489 | |||||||||||||||||||||||||||||||||||||||
| Gross profit (loss) | 12,106 | 8,516 | 8,977 | 5,321 | 7,017 | 2,206 | — | — | 28,100 | 16,043 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general & administrative expenses | 8,505 | 7,108 | 5,303 | 4,483 | 4,348 | 3,136 | 5,375 | 2,377 | 23,531 | 17,104 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gain on sale of assets | — | — | — | — | (3,084) | — | — | — | (3,084) | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 3,601 | $ | 1,408 | $ | 3,674 | $ | 838 | $ | 5,753 | $ | (930) | $ | (5,375) | $ | (2,377) | $ | 7,653 | $ | (1,061) | |||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Corporate/Other | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 239,232 | $ | 216,574 | $ | 183,925 | $ | 153,527 | $ | 151,668 | $ | 124,139 | $ | — | $ | — | $ | 574,825 | $ | 494,240 | |||||||||||||||||||||||||||||||||||||||
| Gross profit (loss) | 33,672 | 27,537 | 21,646 | 15,222 | 17,326 | 10,606 | — | — | 72,644 | 53,365 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general & administrative expenses | 24,026 | 21,092 | 16,299 | 14,260 | 12,534 | 10,083 | 12,902 | 6,787 | 65,761 | 52,222 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gain on sale of assets | (13,716) | — | — | — | (3,084) | — | (241) | — | (17,041) | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 23,362 | $ | 6,445 | $ | 5,347 | $ | 962 | $ | 7,876 | $ | 523 | $ | (12,661) | $ | (6,787) | $ | 23,924 | $ | 1,143 | |||||||||||||||||||||||||||||||||||||||
9
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(Amounts in thousands, except per share amounts and percentages)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Gross profit | $ | 28,100 | $ | 16,043 | $ | 72,644 | $ | 53,365 | |||||||||||||||
| Restructuring | 684 | 2,375 | 2,622 | 4,016 | |||||||||||||||||||
| Adjusted gross profit | $ | 28,784 | $ | 18,418 | $ | 75,266 | $ | 57,381 | |||||||||||||||
| % of revenues | 13.8 | % | 12.1 | % | 13.1 | % | 11.6 | % | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Operating income | $ | 7,653 | $ | (1,061) | $ | 23,924 | $ | 1,143 | |||||||||||||||
| Restructuring | 999 | 2,703 | 3,233 | 4,545 | |||||||||||||||||||
| Gain on sale of fixed assets | (3,084) | — | (17,041) | — | |||||||||||||||||||
| Total operating income adjustments | (2,085) | 2,703 | (13,808) | 4,545 | |||||||||||||||||||
| Adjusted operating income | $ | 5,568 | $ | 1,642 | $ | 10,116 | $ | 5,688 | |||||||||||||||
| % of revenues | 2.7 | % | 1.1 | % | 1.8 | % | 1.2 | % | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 5,571 | $ | (6,820) | $ | (2,268) | $ | (14,064) | |||||||||||||||
| Operating income adjustments | (2,085) | 2,703 | (13,808) | 4,545 | |||||||||||||||||||
| Loss on early extinguishment of debt | 419 | — | 3,406 | 460 | |||||||||||||||||||
| Warrant fair value adjustment | (4,112) | 275 | 4,309 | 275 | |||||||||||||||||||
Adjusted provision for income taxes1 | 1,445 | (745) | 1,523 | (1,320) | |||||||||||||||||||
| Adjusted net income (loss) from continuing operations | $ | 1,238 | $ | (4,587) | $ | (6,838) | $ | (10,104) | |||||||||||||||
| Diluted EPS | $ | 0.14 | $ | (0.20) | $ | (0.06) | $ | (0.42) | |||||||||||||||
| Adjustments to diluted EPS | $ | (0.11) | $ | 0.06 | $ | (0.12) | $ | 0.12 | |||||||||||||||
| Adjusted diluted EPS | $ | 0.03 | $ | (0.14) | $ | (0.18) | $ | (0.30) | |||||||||||||||
1.Reported Tax Provision adjusted for tax effect of special charges at 25%.
10
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 5,571 | $ | (6,820) | $ | (2,268) | $ | (14,064) | |||||||||||||||
| Interest expense | 3,356 | 4,068 | 10,398 | 8,862 | |||||||||||||||||||
| Provision for income taxes | 1,733 | 687 | 5,614 | 4,527 | |||||||||||||||||||
| Depreciation expense | 3,453 | 3,588 | 10,668 | 10,540 | |||||||||||||||||||
| Amortization expense | 134 | 141 | 406 | 424 | |||||||||||||||||||
| EBITDA | $ | 14,247 | $ | 1,664 | $ | 24,818 | $ | 10,289 | |||||||||||||||
| % of revenues | 6.8 | % | 1.1 | % | 4.3 | % | 2.1 | % | |||||||||||||||
| EBITDA adjustments | |||||||||||||||||||||||
| Restructuring | $ | 999 | $ | 2,703 | $ | 3,233 | $ | 4,545 | |||||||||||||||
| Gain on sale of fixed assets | (3,084) | — | (17,041) | — | |||||||||||||||||||
| Loss on extinguishment of debt | 419 | — | 3,406 | 460 | |||||||||||||||||||
| Warrant fair value adjustment | (4,112) | 275 | 4,309 | 275 | |||||||||||||||||||
| Adjusted EBITDA | $ | 8,469 | $ | 4,642 | $ | 18,725 | $ | 15,569 | |||||||||||||||
| % of revenues | 4.1 | % | 3.0 | % | 3.3 | % | 3.2 | % | |||||||||||||||
| Long-term incentive compensation items impacting EBITDA: | |||||||||||||||||||||||
| Share-based compensation | $ | 3,052 | $ | 1,037 | $ | 5,508 | $ | 2,788 | |||||||||||||||
| Performance shares settled in cash | (366) | 199 | 1,614 | 538 | |||||||||||||||||||
| $ | 2,686 | $ | 1,236 | $ | 7,122 | $ | 3,326 | ||||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Corporate/Other | Total | |||||||||||||||||||||||||
| Operating income (loss) | $ | 3,601 | $ | 3,674 | $ | 5,754 | $ | (5,375) | $ | 7,654 | |||||||||||||||||||
| Restructuring | 974 | 25 | — | — | 999 | ||||||||||||||||||||||||
| Gain on sale of fixed assets | — | — | (3,084) | — | (3,084) | ||||||||||||||||||||||||
| Adjusted operating income (loss) | $ | 4,575 | $ | 3,699 | $ | 2,670 | $ | (5,375) | $ | 5,569 | |||||||||||||||||||
| % of revenues | 5.4 | % | 5.7 | % | 4.5 | % | 2.7 | % | |||||||||||||||||||||
| Nine months ended September 30, 2026 | |||||||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Corporate/Other | Total | |||||||||||||||||||||||||
| Operating income (loss) | $ | 23,362 | $ | 5,347 | $ | 7,876 | $ | (12,661) | $ | 23,924 | |||||||||||||||||||
| Restructuring | 2,536 | 534 | 163 | — | 3,233 | ||||||||||||||||||||||||
| Gain on sale of fixed assets | (13,716) | — | (3,084) | (241) | (17,041) | ||||||||||||||||||||||||
| Adjusted operating income (loss) | $ | 12,182 | $ | 5,881 | $ | 4,955 | $ | (12,902) | $ | 10,116 | |||||||||||||||||||
| % of revenues | 5.1 | % | 3.2 | % | 3.3 | % | 1.8 | % | |||||||||||||||||||||
11
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Corporate/Other | Total | |||||||||||||||||||||||||
| Operating income (loss) | $ | 1,408 | $ | 838 | $ | (930) | $ | (2,377) | $ | (1,061) | |||||||||||||||||||
| Restructuring | 1,534 | 549 | 620 | — | 2,703 | ||||||||||||||||||||||||
| Adjusted operating income (loss) | $ | 2,942 | $ | 1,387 | $ | (310) | $ | (2,377) | $ | 1,642 | |||||||||||||||||||
| % of revenues | 4.3 | % | 2.8 | % | (0.9) | % | 1.1 | % | |||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Corporate/Other | Total | |||||||||||||||||||||||||
| Operating income (loss) | $ | 6,445 | $ | 962 | $ | 523 | $ | (6,787) | $ | 1,143 | |||||||||||||||||||
| Restructuring | 1,892 | 1,618 | 907 | 127 | $ | 4,544 | |||||||||||||||||||||||
| Adjusted operating income (loss) | $ | 8,337 | $ | 2,580 | $ | 1,430 | $ | (6,660) | $ | 5,687 | |||||||||||||||||||
| % of revenues | 3.8 | % | 1.7 | % | 1.2 | % | 1.2 | % | |||||||||||||||||||||
The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Cash Flows to Free cash flow, attributable to continuing operations, discontinued operations, and total CVG for the three and nine months ended September 30, 2026 and 2025.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
CONTINUING OPERATIONS | |||||||||||||||||||||||
| Cash flows from operating activities | $ | 1,562 | $ | (1,686) | $ | 1,685 | $ | 32,049 | |||||||||||||||
| Purchases of property, plant and equipment | (5,072) | (1,818) | (10,807) | (7,089) | |||||||||||||||||||
| Proceeds from disposal/sale of property, plant and equipment | 4,110 | 58 | 20,032 | 58 | |||||||||||||||||||
| Free cash flow from continuing operations | $ | 600 | $ | (3,446) | $ | 10,910 | $ | 25,018 | |||||||||||||||
DISCONTINUED OPERATIONS | |||||||||||||||||||||||
| Cash flows from operating activities | $ | — | $ | — | $ | — | $ | 306 | |||||||||||||||
| Free cash flow from discontinued operations | $ | — | $ | — | $ | — | $ | 306 | |||||||||||||||
TOTAL COMPANY | |||||||||||||||||||||||
| Cash flows from operating activities | $ | 1,562 | $ | (1,686) | $ | 1,685 | $ | 32,355 | |||||||||||||||
| Purchases of property, plant and equipment | (5,072) | (1,818) | (10,807) | (7,089) | |||||||||||||||||||
| Proceeds from disposal/sale of property, plant and equipment | 4,110 | 58 | 20,032 | 58 | |||||||||||||||||||
| Free cash flow | $ | 600 | $ | (3,446) | $ | 10,910 | $ | 25,324 | |||||||||||||||
Use of Non-GAAP Measures
This earnings release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). In general, the non-GAAP measures exclude
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items that (i) management believes reflect the Company’s multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company’s performance, engage in financial and operational planning and to determine incentive compensation.
Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on the Company’s financial and operating results and in comparing the Company’s performance to that of its competitors and to comparable reporting periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. The financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated.
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