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Commercial Vehicle Group (CVGI) CEO reports restricted stock correction and 420K-share grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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.

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Insider Ray James R Jr
Role null
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value 85,031 $0.00 --
Grant/Award Common Stock, $0.01 par value 335,079 $0.00 --
Disposition Common Stock, $0.01 par value 85,031 $0.00 --
Holdings After Transaction: Common Stock, $0.01 par value — 958,415 shares (Direct, null)
Footnotes (1)
  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. 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. 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.
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
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"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value04/22/2026D85,031(1)D$0873,384D
Common Stock, $0.01 par value06/02/2026A85,031(2)A$0958,415D
Common Stock, $0.01 par value06/02/2026A335,079(3)A$01,293,494D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Attorney06/04/2026
** Signature of Reporting PersonDate
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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.