CVGI CEO adjusts award, granted 420K restricted shares

Commercial Vehicle Group, Inc. director and President/CEO James R. Ray Jr. reported equity compensation and a related correction to a prior award.

Rhea-AI Filing Summary

Commercial Vehicle Group, Inc. director and President/CEO James R. Ray Jr. reported equity compensation and a related correction to a prior award. He surrendered 85,031 unvested restricted shares to the company for no consideration so that an earlier grant complied with the 2020 Equity Incentive Plan’s share limits. On the same Form 4, he received two new restricted stock grants totaling 420,110 shares, all at no cost. These restricted shares vest when he reaches the “Rule of 66” retirement age, defined as January 4, 2027, and cannot be sold for one year after vesting. Following these transactions, he directly holds 1,293,494 shares of common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ray James R Jr

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	85,031	$0.00	$0.00
Grant/Award	Common Stock, $0.01 par value	335,079	$0.00	$0.00
Disposition	Common Stock, $0.01 par value	85,031	$0.00	$0.00

Holdings After Transaction: Common Stock, $0.01 par value — 1,293,494 shares (Direct)

Footnotes (3)

1. F1. As disclosed in a Form 8-K filed with the SEC on April 24, 2026, on June 10, 2025, the Compensation Committee (the Committee) of Commercial Vehicle Group, Inc. (the Company) granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan (the Plan) to Mr. James Ray, the Company's President and Chief Executive Officer. It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price, the original grant to Mr. Ray exceeded the Plan share limitation by 85,031 shares. Effective April 22, 2026, Mr. Ray agreed to surrender and transfer to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock award so that the original grant will comply with the requirements of the Plan.
2. F2. On June 2, 2026, the Committee granted to Mr. Ray 85,031 shares of restricted stock. These shares will vest on the date Mr. Ray reaches retirement age (the Rule of 66). For purposes of this grant, the Rule of 66 date will be January 4, 2027. These shares cannot be sold for a period of one-year from the vesting date.
3. F3. These shares will vest on date Mr. Ray reaches the Rule of 66. For purposes of this grant, the Rule of 66 date will be January 4, 2027. These shares cannot be sold for a period of one-year from the vesting date.

Key Figures

Restricted stock grant: 335,079 shares Additional restricted grant: 85,031 shares Surrendered shares: 85,031 shares +2 more

5 metrics

Restricted stock grant 335,079 shares Granted June 2, 2026, common stock, $0.01 par value

Additional restricted grant 85,031 shares Granted June 2, 2026, vests at Rule of 66

Surrendered shares 85,031 shares Disposition to issuer effective April 22, 2026 for no consideration

Post-transaction holdings 1,293,494 shares Total common shares directly owned after June 2, 2026 grant

Rule of 66 date January 4, 2027 Retirement-age milestone for vesting of restricted shares

Key Terms

restricted stock, Amended and Restated 2020 Equity Incentive Plan, Rule of 66, disposition to issuer, +1 more

5 terms

restricted stock financial

"granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Amended and Restated 2020 Equity Incentive Plan financial

"pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan (the Plan) to Mr. James Ray"

Rule of 66 financial

"These shares will vest on the date Mr. Ray reaches retirement age (the Rule of 66)."

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

unvested shares financial

"all right, title and interest in and to 85,031 unvested shares of such restricted stock award"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CVGI insider James R. Ray Jr. report on this Form 4?

James R. Ray Jr. reported one disposition and two grants of Commercial Vehicle Group (CVGI) restricted stock. He surrendered 85,031 unvested shares to the company and received 420,110 new restricted shares that vest based on his retirement-age milestone.

How many CVGI shares did James R. Ray Jr. surrender to the company?

He surrendered 85,031 unvested restricted shares of Commercial Vehicle Group common stock. This surrender, for no consideration, corrected a prior equity award that exceeded the share limitation in the company’s Amended and Restated 2020 Equity Incentive Plan.

What new restricted stock grants did the CVGI CEO receive on June 2, 2026?

On June 2, 2026, the Compensation Committee granted James R. Ray Jr. 335,079 restricted shares and an additional 85,031 restricted shares of Commercial Vehicle Group common stock, all at no cost, under the company’s Amended and Restated 2020 Equity Incentive Plan.

When do James R. Ray Jr.’s new CVGI restricted shares vest?

The new restricted stock grants vest when James R. Ray Jr. reaches the Rule of 66 retirement age. For these awards, the Rule of 66 date is defined as January 4, 2027, creating a clear vesting milestone for the equity.

Are the newly granted CVGI restricted shares immediately saleable after vesting?

No. Both new restricted stock grants include a post-vesting holding condition. The shares cannot be sold for one year after the vesting date tied to the Rule of 66 retirement-age milestone on January 4, 2027.

How many Commercial Vehicle Group shares does James R. Ray Jr. own after these transactions?

After the reported disposition and grants, James R. Ray Jr. directly owns 1,293,494 shares of Commercial Vehicle Group common stock. This figure reflects his post-transaction holdings as disclosed in the Form 4.

Why did the CVGI CEO surrender 85,031 restricted shares back to the company?

He surrendered 85,031 unvested restricted shares so a prior equity grant would comply with the plan’s share limitation. The earlier award, made amid significant stock price fluctuation, had exceeded the share cap in the 2020 Equity Incentive Plan by that amount.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 04:18 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ray James R Jr

(Last) (First) (Middle)

COMMERCIAL VEHICLE GROUP, INC.

7800 WALTON PARKWAY

(Street)

NEW ALBANY OHIO 43054

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Commercial Vehicle Group, Inc. [ CVGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	04/22/2026		D		85,031(1)	D	$0	873,384	D
Common Stock, $0.01 par value	06/02/2026		A		85,031(2)	A	$0	958,415	D
Common Stock, $0.01 par value	06/02/2026		A		335,079(3)	A	$0	1,293,494	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. As disclosed in a Form 8-K filed with the SEC on April 24, 2026, on June 10, 2025, the Compensation Committee (the Committee) of Commercial Vehicle Group, Inc. (the Company) granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan (the Plan) to Mr. James Ray, the Company's President and Chief Executive Officer. It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price, the original grant to Mr. Ray exceeded the Plan share limitation by 85,031 shares. Effective April 22, 2026, Mr. Ray agreed to surrender and transfer to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock award so that the original grant will comply with the requirements of the Plan.

2. On June 2, 2026, the Committee granted to Mr. Ray 85,031 shares of restricted stock. These shares will vest on the date Mr. Ray reaches retirement age (the Rule of 66). For purposes of this grant, the Rule of 66 date will be January 4, 2027. These shares cannot be sold for a period of one-year from the vesting date.

3. These shares will vest on date Mr. Ray reaches the Rule of 66. For purposes of this grant, the Rule of 66 date will be January 4, 2027. These shares cannot be sold for a period of one-year from the vesting date.

Remarks:

	/s/ Aneezal H. Mohamed, under Power of Attorney	06/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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* Form 4: SEC 1474 (03-26)