GENTEX CORP

(2)DEBT AND FINANCING ARRANGEMENTS

In 2018, the Company entered into a credit agreement with PNC as the administrative agent and sole lender, which has been amended and restated as discussed below.

In 2023, as previously disclosed, the Company entered into an amended and restated credit agreement ("Credit Agreement") that provided for, among other things, athree-year unsecured revolving credit facility with a borrowing capacity of up to $250.0 million ("Revolver"). Included in the Revolver is a $20.0 million sublimit for standby letters of credit and a $35.0 million sublimit for swingline loans, each subject to certain conditions.

On October 2, 2025, as previously disclosed, the Company, in the ordinary course of business, amended the Credit Agreement, increasing the borrowing capacity of the Revolver to $350.0 million, and extending the maturity date three years through October 1, 2028, which would have otherwise matured on February 21, 2026. All other sub-limits under the amended Credit Agreement remain the same. Funds are available under the Revolver for working capital, capital expenditures, and other lawful corporate purposes, including, but not limited to, acquisitions and common stock repurchases, subject in each case to compliance with certain financial covenants, as defined in the amended Credit Agreement.

The obligations of the Company under the amended Credit Agreement are not secured, but are subject to certain covenants. The amended Credit Agreement contains customary representations and warranties and certain covenants that place certain limitations on the Company. As of December 31, 2025 and 2024, there wasno balance outstanding on the Revolver. As of December 31, 2025, the Company was in compliance with all covenants under the Credit Agreement.

The Company's subsidiary, VOXX, which was acquired on April 1, 2025 (see Note 11, "Acquisitions"), has a loan agreement with the shareholders of its joint venture in Onkyo). The loan balance outstanding at December 31, 2025, was $3.8 million and is included in Short-term debt on the accompanying Consolidated Balance Sheet, representing the portion of the loan payable to the joint venture partner. All amounts outstanding under the loan will mature and become payable on September 8, 2031. The loan may be prepaid subject to the approval of the board of directors of the joint venture and must be repaid if either a put or call option is exercised in accordance with the joint venture agreement. The rate of interest for the shareholder loan is 2.5% and the loan is secured by a second priority lien on all assets of Onkyo.

(3)INCOME TAXES

The provision for income taxes is based on the earnings reported in the accompanying Consolidated Financial Statements. The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been included in the Consolidated Financial Statements or tax returns. Under this method, deferred income tax liabilities and assets are determined based on the cumulative temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates expected to be applied to taxable income in years in which those temporary differences are expected to be recovered or settled. Deferred income tax expense is measured by the net change in deferred income tax assets and liabilities during the year.

The foreign components of income before the provision for income taxes were not material for the years ended December 31, 2025, 2024, and 2023. The components of the provision for income taxes are as follows:

The effective income tax rates are different from the statutory federal income tax rates for the following reasons:

The tax effect of temporary differences which give rise to deferred income tax assets and liabilities at December 31, 2025 and 2024, are as follows:

In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating loss carryforwards can be utilized. The Company considers the level of historical taxable income, scheduled reversal of temporary differences, tax planning strategies, and projected future taxable income in determining whether a valuation allowance is warranted. Significant weight is given to positive and negative evidence that is objectively verifiable.

The realizability of deferred tax assets is evaluated on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance.

The valuation allowance on net deferred tax assets increased by $20.4 million during the year ended December 31, 2025.

As part of the Company’s acquisition of VOXX, the Company recognized deferred tax assets of $35.7 million, primarily related to net operating losses, tax credits, and deductible temporary differences, in accordance with ASC 805-740. Based on available evidence at the acquisition date, the Company concluded that it was more-likely-than-not that a portion of these acquired deferred tax assets would not be realized and therefore recorded a valuation allowance of $20.2 million against the acquired deferred tax assets, related primarily to U.S. foreign tax credits, Japan net operating loss carryforwards, and certain foreign deferred tax assets.

Other than as set forth above, during the year ended December 31, 2025, the Company recorded an increase to the valuation allowance of $0.2 million. This change resulted from current year activity and was recorded to income tax expense.

Any further increase or reduction in the valuation allowance could have a favorable or unfavorable impact on the Company's income tax provision and, as a result, net income in the period in which such determination is made.

As of December 31, 2025, the Company had U.S. federal net operating loss and federal tax credit carryforwards of $66.0 million and $7.0 million, respectively, as reported on its tax returns. The federal tax credits will begin to expire in 2030 if not utilized. The net operating loss carryforwards are indefinite-lived. As of December 31, 2025, the Company had Japan net operating loss carryforwards of $30.0 million, as reported on its tax returns. The Japan net operating loss will begin to expire in 2032 if not utilized.

In addition, the Company has various state net operating loss carryforwards and state tax credit carryforwards, as well as other foreign net operating loss carryforwards that expire in various years and amounts through tax year 2045, most of which have a valuation allowance applied against them as they are not likely to be utilized before expiration. Utilization of the Company’s net operating loss and credit carryforwards may be subject to annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. The Company has determined that no significant limitation would be placed on the utilization of our net operating loss and tax credit carryforwards due to prior ownership changes or expirations.

Income taxes paid in cash during the year ended December 31, 2025 were as follows:

Income taxes paid in cash were approximately $86.2 million, and $110.3 million during the years ended December 31, 2024 and 2023, respectively. No individual U.S. state or foreign jurisdiction exceeds 5% of total income taxes paid, net of refunds.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

If recognized, $6.6 million of unrecognized tax benefits would affect the effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits through the provision for income taxes. The Company has accrued approximately $0.8 million, $0.4 million, and $0.4 million for interest as of December 31, 2025, 2024, and 2023, respectively. Interest expensed during the years ended December 31, 2025, 2024 and 2023 was not considered significant.

The Company is also subject to periodic and routine audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change as a result of an audit, new positions taken on income tax returns, settlement of tax positions, and the closing of statute of limitations. It is not expected, however, that any such change will be material to the Company’s Consolidated Financial Statements.

For the majority of tax jurisdictions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2020.

(4)EMPLOYEE BENEFIT PLANS

The Company has a 401(k) retirement savings plan in which substantially all of its employees may participate. The plan includes a provision for the Company to match a percentage of the employee’s contributions at a rate determined by the Company’s Board of Directors. During the years ended December 31, 2025, 2024 and 2023 the Company’s contributions were approximately $16.1 million, $14.9 million, and $13.8 million, respectively. The increase in the Company's matching contributions in 2025 was primarily due to increased employee participation in the plan as a result of the acquisition of VOXX on April 1, 2025 (see Note 11, Acquisitions) and the increase in contributions in 2024 was due to increased wages and increased employee participation in the plan.

The Gentex Corporation Non-Qualified Deferred Compensation Plan (the "Deferred Compensation Plan") is intended to enhance retirement savings among a select group of management or highly compensated employees who contribute significantly to the success of the Company. It is also intended to constitute an unfunded non-qualified deferred compensation plan described in Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Only select management and highly compensated employees, including executive officers, are eligible to participate. The Deferred Compensation Plan is administered by a committee who shall approve designation of any participants and may also remove participants.

Participants may elect, on a pre-tax basis, to defer receipt of compensation by making an election in accordance with the terms of the Deferred Compensation Plan. Participants are immediately vested in their own deferrals and related earnings. The Company may, but is not required, to match participant deferrals. Participants are generally vested in any such matching contributions 50% aftertwo years, but before three years, of service and 100% after three years of service. A participant's vested credit balance under the Deferred Compensation Plan will generally be paid on the earliest to occur of: a separation from service; a fixed date or event; a change of control; or a plan termination. Subject to applicable rules, a participant can elect whether to receive his or her vested credit balance in a lump sum on the relevant payment date or in installments thereafter.

The deferrals are held in a separate irrevocable rabbi trust ("the Rabbi Trust"), which has been established pursuant to the Deferred Compensation Plan. The Rabbi Trust is intended to be used to hold funds, including matching contributions. The assets of the trust are subject to the claims of the Company's creditors in the event that the Company becomes insolvent. Consequently, the Rabbi Trust qualifies as a grantor trust for income tax purposes. The Company also makes periodic payments into Company-owned life insurance ("COLI") policies held in this Rabbi Trust to fund the expected obligations arising under this plan. At December 31, 2025 and 2024, total assets held by the trustee were $17.7 million and $13.7 million, respectively, which are recorded in Patents and other assets, net, with an associated liability of $17.7 million and $13.9 million recorded in Other Non-Current Liabilities in the Company's Consolidated Balance Sheets at December 31, 2025 and 2024, respectively. The assets held by the trustee are invested in COLI policies, whose cash surrender values are equal to the fair value measured using Level 2 inputs, based on the underlying assets of the COLI policies.

(5)STOCK-BASED COMPENSATION PLANS

At December 31, 2025, the Company hadtwo equity incentive plans under which awards are made, which include the Gentex Corporation 2019 Omnibus Incentive Plan ("2019 Omnibus Plan"), and an employee stock purchase plan. Those plans and any material amendments thereto have previously been approved by shareholders.

The 2019 Omnibus Plan provides for the potential awards to: a) employees; and b) non-employee directors of the Company or its subsidiaries, which potential awards may be stock options, both incentive stock options and non-qualified stock options, appreciation rights, restricted stock, restricted stock units, performance share awards and performance units, and other awards that are stock-based, cash-based or a combination of both. The 2019 Omnibus Plan replaced the Company's Employee Stock Option Plan, Second Restricted Stock Plan, and Amended and Restated Non-Employee Director Stock Option Plan (the "Prior Plans"), which were also approved by shareholders. Any existing awards previously granted under the Prior Plans remain outstanding in accordance with their terms and are governed by the Prior Plans as applicable.

2019 Omnibus Incentive Plan

The 2019 Omnibus Plan covers 45,000,000 shares of common stock. The purpose of the 2019 Omnibus Plan is to attract and retain employees, officers, and directors of the Company and its subsidiaries and to motivate and provide such persons incentives and rewards for performance. As of December 31, 2025,35,874,930 shares (net of shares from canceled/expired options) have been issued under the 2019 Omnibus Plan, which includes stock options, restricted shares, and performance share awards (each at a set conversion rate).

Employee Stock Options

The Employee Stock Option Plan allowed the Company to grant up to 24,000,000 shares of common stock under the plan, prior to its replacement by the 2019 Omnibus Plan.

The Company has granted options on 5,008,005 shares (net of shares from canceled/expired options) under the 2019 Omnibus Plan and 12,674,639 shares (net of shares from canceled/expired options) under the prior plan (prior to its replacement) through December 31, 2025. Under each of such plans, the option exercise price equals the stock’s market price on date of grant. The options vest afterone tofive years, and expire after five toten years.

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the indicated periods:

(1) Represents the Company's estimated cash dividend yield over the expected term of option grant.

(2) Amount is determined based on analysis of historical price volatility of the Company's common stock. The expected volatility is based on the daily percentage change in the price of the stock over a period equal to the expected term of the option grant.

(3) Represents the U.S. Treasury yield over the expected term of the option grant.

(4) Represents the period of time that options granted are expected to be outstanding. Based on analysis of historical option exercise activity, the Company has determined that all employee groups exhibit similar exercise and post-vesting termination behavior.

As of December 31, 2025, there was $3.7 million of unrecognized compensation cost related to stock option awards which is expected to be recognized over the remaining vesting periods, with a weighted-average period of 0.83 years. Stock option expense for the years ended December 31, 2025, 2024 and 2023 was $3.4 million, $5.1 million, and $6.1 million, respectively.

A summary of the status of the Company’s stock option plans at December 31, 2025, 2024 and 2023, and changes during the same periods are presented in the tables below.

A summary of the status of the Company’s non-vested employee stock option activity for the years ended December 31, 2025, 2024, and 2023, are presented in the table below:

Restricted Shares

The Company’s Second Restricted Stock Plan provided for a maximum number of shares that may be subject to awards of 9,000,000 shares, prior to its replacement by the 2019 Omnibus Plan.

Restricted shares awarded under either that plan or the 2019 Omnibus Plan entitle the shareholder to all rights of common stock ownership, except that the shares may not be sold, transferred, pledged, exchanged or otherwise disposed of during the restriction period. The restriction period is determined by a committee, appointed by the Board of Directors, but may not exceedten years. The Company has issued 6,334,667 shares under the 2019 Omnibus Plan and 5,630,019 shares under the prior plan (prior to its replacement) as of December 31, 2025, and has 3,397,960 shares outstanding under such plans.

A summary of restricted share award activity, including award grants, vesting, and forfeitures for the years ended December 31, 2025, 2024, and 2023, are presented in the table below:

As of December 31, 2025, there was unearned stock-based compensation of $53.0 million associated with these restricted stock grants. The unearned stock-based compensation related to these grants is being amortized to compensation expense over the applicable restriction periods. Compensation expense related to restricted stock for the years ended December 31, 2025, 2024, and 2023 was $23.5 million,$25.8 million, and $24.8 million, respectively.

Performance Shares

Performance shares awarded under the 2019 Omnibus Plan are considered performance condition awards as attainment is based on the Company's performance relative to pre-established metrics. The fair value of such performance share awards was determined using the Company's closing stock price on the date of grant. The expected attainment of the metrics for these awards is then analyzed each reporting period, and the related expense is adjusted based on expected attainment, if the then expected attainment differs from previous expectations. The cumulative effect on current and prior periods of a change in expected attainment is recognized in the period of change. As of December 31, 2025, the Company had unearned stock-based compensation of $10.5 million associated with these performance share grants. The unearned stock-based compensation related to these grants is being amortized to compensation expense over the applicable performance periods. Compensation expense related to performance share grants for the years ended December 31, 2025, 2024, and 2023 was $6.7 million, $5.9 million, and $5.9 million, respectively.

As part of its objective of attracting and retaining management to fulfill the Company's strategic goals, the Compensation Committee recommended and the Board of Directors approved on February 16, 2023, a retention grant of performance share awards ("PSAs"). In addition to the retention of management, the PSAs have been granted to further align management goals with those of the Company's shareholders. For that reason, the PSAs have been granted with performance criteria and will be based upon achievement of the Company's relative total shareholder return ("TSR") over afour year period (2023-2026), against a predetermined peer group. The grant date fair value of PSAs with TSR targets was determined using a Monte Carlo simulation. Compensation expense related to these retention grants for the years ended December 31, 2025, 2024, and 2023 was $1.9 million, $1.8 million, and $1.5 million, respectively.

Employee Stock Purchase Plan

In May 2022, the 2022 Gentex Corporation Employee Stock Purchase Plan covering 2,000,000 shares of common stock was approved by shareholders, effective July 1, 2022. Under such plans, the Company sold or sells shares at 85% of the stock’s market price at the date of purchase. In accordance with ASC 718, the 15% discounted value is recognized as compensation expense.

Compensation expense related to the employee stock purchase plans for the years ended December 31, 2025, 2024, and 2023 was $1.1 million, $1.0 million, and $0.9 million, respectively. The following table summarizes shares sold to employees under the 2022 and prior plan in the years ended December 31, 2025, 2024, and 2023:

(6)COMMITMENTS AND CONTINGENCIES

The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. Such matters are subject to many uncertainties and outcomes are not predictable. The Company does not believe, however, that at the current time there are matters that constitute material pending legal proceedings that will have a material adverse effect on the financial position, future results of operations, or cash flows of the Company.

On April 1, 2025, the Company completed its acquisition of VOXX (see Note 11, "Acquisitions"). In connection with the acquisition, VOXX as acquired, maintained responsibility for certain legal matters and royalty audits. These matters include legal proceedings in which VOXX was named a defendant prior to the acquisition date, as well as unasserted claims and other legal matters for which the underlying events or circumstances existed as of the acquisition date and for which a liability was required to be recognized under ASC 805, Business Combinations("ASC 805"). As part of the purchase price allocation, pursuant to applicable guidance, the Company recorded provisional liabilities for these matters based on preliminary estimates of their fair values as of the acquisition date. During the fourth quarter of 2025, one of the legal proceedings was settled for an amount less than the related provisional liability. Accordingly, during the measurement period, the Company adjusted the provisional liability to reflect the settlement amount, with a corresponding adjustment to goodwill. The Company will continue to monitor the status of the remaining legal proceeding and royalty audits and adjust the provisional liabilities, as appropriate, as additional information becomes available or the matters are resolved. Any adjustments to these provisional liabilities will be recorded as measurement period adjustments to the purchase price allocation, with a corresponding adjustment to goodwill. Changes recognized after the measurement period will be reflected in earnings in the period in which the adjustment is identified.

(7)SEGMENT REPORTING

ASC 280, Segment Reporting, requires that a public business entity report financial and descriptive information about its reportable operating segments subject to certain aggregation criteria and quantitative thresholds. Operating segments are defined by ASC 280 as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company's CODM is its Chief Executive Officer. The CODM evaluates performance and allocates resources based upon a number of factors, including the nature of the business, relevant industry, and profitability of the same, with the primary profit measure being income (loss) from operations of each segment. The CODM uses this information to evaluate the profitability of the Company's reportable segments and make decisions on future business plans.

In connection with the acquisition of VOXX (see Note 11, "Acquisitions"), effective April 1, 2025, the Company reorganized its financial reporting into nine distinct operating segments based on its products and internal organizational structure. These operating segments are disclosed by the Company under three reportable segments, which are Automotive Products, Premium Audio Products, and Other. As there was no change to legacy operating segments of the Company or how the legacy operations are organized and evaluated by the CODM, the Company determined it was not necessary to recast its prior year segment presentation or perform goodwill impairment testing.

Automotive Products: Automotive products represent the Company's largest business segment, consisting of digital vision, connected car, and other automotive products and electronics which are developed and manufactured by the Company. Products include: interior and exterior electrochromic automatic-dimming rearview mirrors with and without electronic features; non-auto dimming rearview mirrors with and without electronic features; and other automotive electronics. Automotive products accounted for approximately 89% of the Company’s consolidated net sales for the year ended December 31, 2025, and 98% in both of the years ended December 31, 2024 and 2023.

Premium Audio Products: Established following the acquisition of VOXX, this segment designs, manufactures, markets, and distributes high quality audio equipment created to deliver superior sound quality and performance, including premium loudspeakers, architectural speakers, commercial and cinema speakers, outdoor speakers, wireless and Bluetooth speakers, A/V receivers, home theater systems, soundbars, and music streaming systems. Premium Audio products accounted for approximately 6% of the Company’s consolidated net sales for the year ended December 31, 2025. There was no revenue attributed to this segment for the years ended December 31, 2024 and 2023, as the segment was created as a result of the Company's acquisition of VOXX on April 1, 2025.

Other: The Other reportable segment includes the operating segments of Fire Protection, Dimmable Aircraft Windows, Nanofiber, Medical, Aftermarket Electronics, Consumer Electronics, and Biometrics. These operating segments accounted for approximately 5% of the Company's consolidated net sales for the year ended December 31, 2025, and 2% in both of the years ended December 31, 2024, and 2023.

The segments share many common resources, infrastructures, and assets in the ordinary course of business. Thus, the Company does not report assets or capital expenditures by segment to the CODM.

(7) SEGMENT REPORTING, continued

The table below presents net sales and the significant expense categories that are included in reportable segment operating profit and are regularly provided to our CODM:

Depreciation & Amortization on corporate fixed assets are allocated as appropriate to the Automotive Products, Premium Audio Products, and Other segments, when reviewing operating results. Substantially all long-lived assets are located in the U.S.

In 2025, the Company hadthree automotive customers (including direct sales to original equipment manufacturer ("OEM") customers and sales through their Tier 1 suppliers), which individually accounted for 10% or more of consolidated net sales as follows:

(8) COMPREHENSIVE INCOME

Comprehensive income reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. For the Company, comprehensive income represents net income adjusted for unrealized gains and losses on available for sale investments, derivative instruments, and foreign currency translation adjustments.

All amounts are shown net of tax. Amounts in parentheses indicate debits.

The following table presents details of reclassifications from accumulated other comprehensive (loss) income for the years ended December 31, 2025, 2024, and 2023:

(9)GOODWILL AND INTANGIBLE ASSETS

The change in the carrying value of Goodwill is as follows:

The Company's reporting units are its operating segments. As of December 31, 2025, the reporting units that carried goodwill were the Company's Automotive Products, Premium Audio Products, Biometrics, and Medical operating segments. The Company hasthree reportable segments: Automotive Products, Premium Audio Products, and Other (see Note 7, "Segments"). At December 31, 2025, the Automotive Products segment comprised $309.7 million of the Company's goodwill balance, the Premium Audio Products segment comprised $12.7 million of the Company's goodwill balance, and the Other segment, which includes the Biometrics and Medical operating segments, comprised $34.8 million of the Company's goodwill balance, respectively.

The Company reviews goodwill and IPR&D for impairment during the fourth quarter on an annual basis or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company performed a qualitative assessment (step 0) to determine whether it is more likely than not that a reporting unit or intangible asset's fair value is less than its carrying amount. Based on this assessment, during the year ended December 31, 2024, the Company determined that additional impairment testing was needed for the Nanofiber reporting unit, which is included within the Other segment, due to the timing to commercialization and costs to develop exceeding the original estimates at the acquisition date. As a result of this testing, the Company recognized charges of $3.7 million related to goodwill impairment and $5.2 million related to IPR&D impairment during the year ended December 31, 2024 in connection with the acquisition of Vaporsens. No impairment charges were recorded related to goodwill or IPR&D during the years ended December 31, 2025 or 2023.

The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value thus resulting in the need for interim testing, including long-term revenue growth projections, profitability, discount rates, recent market valuations from transactions by comparable companies, volatility in the Company's market capitalization, and certain general industry, market and macro-economic conditions. Other than as set forth above, no such events or circumstances that might negatively impact the key assumptions were observed in calendar year 2025 and, as such, nothing indicated the need for interim impairment testing.

The Company's intangible assets and related changes in carrying values are set forth in the table below as of December 31, 2025 and December 31, 2024.

As of December 31, 2025:

As of December 31, 2024:

Accumulated amortization on patents and intangible assets was approximately $256.0 million and $241.4 million at December 31, 2025 and 2024, respectively. Amortization expense on patents and other intangible assets was approximately $15.3 million, $17.9 million, and $19.7 million in calendar years 2025, 2024 and 2023, respectively.

Excluding the impact of any future acquisitions, the Company anticipates amortization expense including patents and other intangible assets to be approximately: $4.7 million for the year ended December 31, 2026; $4.6 million for the year ended December 31, 2027, $4.5 million for the year ended December 31, 2028, and $4.4 million for each of the years ended December 31, 2029, and December 31, 2030.

(10)REVENUE

The following table shows the Company’s Automotive Products, Premium Audio Products, and Other revenue disaggregated by geographical location for Automotive and Premium Audio Products for the years ended December 31, 2025, 2024, and 2023:

Revenue by geographic area may fluctuate based on many factors, including: exposure to local economic, political and labor conditions; global supply chain constraints; unexpected changes in laws, regulations, trade, monetary, or fiscal policy, including interest rates, foreign currency exchange rates and changes in the rate of inflation in the U.S. and other foreign countries; labor strikes; armed conflicts and acts of terrorism and war; tariffs, counter-tariffs, quotas, customs and other import or export restrictions; and other trade barriers.

Automotive Product revenue in the “Other countries” category primarily represents sales to customer automotive manufacturing plants in Canada, Hungary, and the United Kingdom, as well as other foreign automotive customers. Premium Audio Product revenue in the "Other countries" category primarily represents sales to retail and commercial customers in Canada, China, Australia, France, and Germany, as well as other foreign customers. Most of the Company’s non-U.S. sales are invoiced and paid in U.S. dollars.

The following table disaggregates the Company’s Automotive Products, Premium Audio Products, and Other revenue by major source for the years ended December 31, 2025, 2024, and 2023:

Revenue is recognized when obligations under the terms of a contract with the customer are satisfied. Such recognition generally occurs with the transfer of control of the products at a point in time.

The Company's automotive OEM contracts generally include Long Term Supply Agreements ("LTSA") entered into in the ordinary course of business and Purchase Orders ("PO") whereby the LTSA sometimes stipulates the pricing and delivery terms and is evaluated together with a PO, which identifies the quantity, timing, and the type of product to be transferred. Certain customer contracts do not always have an LTSA, in which case, the contracts are governed by the PO from the customer in conjunction with other mutually agreed upon terms and conditions.

The Company does not generate revenue from arrangements with multiple deliverables. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods excluding revenue amounts that are transferred to third parties, such as sales, value add, and other taxes the Company collects concurrently with revenue-producing activities. Costs are incurred to fulfill contracts with the OEM. However, such costs are accounted for under ASC 340-10, and are not treated as fulfillment costs under ASC 340-40.

Automotive Products Segment

Automotive Rearview Mirrors and Electronics

The Company manufactures interior electrochromic automatic-dimming rearview mirrors that darken to reduce glare and improve visibility for the driver. These electronic interior mirrors can also include additional electronic features such as compass, HomeLink®, lighting assist and driver assist forward safety camera systems, various lighting systems, various telematics systems, Integrated Toll Module® systems, and a wide variety of displays. The Company also ships interior non-automatic-dimming rearview mirrors with features. The Company’s interior electrochromic automatic-dimming rearview mirrors also power the application of the Company’s exterior electrochromic automatic-dimming rearview mirrors that darken to reduce glare and improve visibility for the driver. These electronic exterior mirrors typically range in size and shape per automaker specification, but also include additional features such as turn signal indicators, side blind zone indicators, and courtesy lighting. The Company also manufactures exterior non-automatic-dimming rearview mirrors with similar electronic features as what is available in its automatic-dimming applications. Further, the Company manufactures other automotive electronics products both inside and outside of the rearview mirror through HomeLink®applications in the vehicle including the rearview mirror, interior visor, overhead console, or center console. The completion of the acquisition of VOXX in April 2025 added several other automotive OEM products to the Company's offerings, including: automotive security, vehicle access, and remote start modules and systems; mobile multi-media infotainment products and rear-seat entertainment products, including overhead, seat-back, and headrest systems; 360 camera applications; interior lighting systems and solutions; turn signal switches; puddle lamps; box lights; and harnesses (see Note 11, "Acquisitions").

For the majority of automotive products, transfer of control and revenue recognition occurs when the Company ships the product from the manufacturing facility to the customer. The Company generally receives payment equal to the price that applies at the time of invoice for most automotive product sales. For any shipments of product that may be subject to retroactive price adjustments that are then being negotiated, the Company records revenue based on the Company’s best estimate of the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods to the customer. The Company's best estimate requires significant judgment based on historical results and expected outcomes of ongoing negotiations with customers. The Company's approach is to consider these adjustments to the contract price as variable consideration, which is estimated based on the then most likely price amount. Estimated revenue is adjusted at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed.

HomeLink® Modules

The Company manufactures and sells HomeLink® Modules individually, as well as in combination with the automotive mirrors and other advanced features, as described above. For the majority of automotive products, transfer of control and revenue recognition occurs when the Company ships the product from the manufacturing facility to the customer.

Premium Audio Products Segment

In April 2025, the Company acquired all of VOXX, which operates in the automotive, consumer electronics, and biometrics industries (see Note 11, "Acquisitions"). As a result of this acquisition, the Company designs, manufactures, distributes, and markets premium audio products, including loudspeakers, architectural speakers, commercial and cinema speakers, outdoor speakers, soundbars, wireless and Bluetooth speakers, A/V receivers, high performance 2 channel loudspeakers and electronics, high performance party speakers, home theater systems, business music systems, streaming music systems, and Bluetooth® headphones and earbuds. Transfer of control and revenue recognition for premium audio products generally occurs when the Company ships the product from the manufacturing or distribution facility to the customer. For any shipments of product that may be subject to discounts, rebates, or other sales incentives, the Company records revenue based on the Company’s best estimate of the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods to the customer. The Company's best estimate requires significant judgment based on historical results and expected outcomes of customer buying. The Company's approach is to consider these adjustments to the customer's purchase order price as variable consideration, which is estimated based on the then most likely price amount.

Estimated revenue is adjusted at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed.

Other Segment

Dimmable Aircraft Windows

The Company supplies variable dimmable windows for the passenger compartment on the Boeing 787 Dreamliner Series of Aircraft and certain other aircraft. For dimmable aircraft windows, transfer of control and revenue recognition occurs when the Company ships the product from the manufacturing facility to the customer.

Fire Protection Technologies

The Company manufactures photoelectric smoke detectors and alarms, visual signaling alarms, electrochemical carbon monoxide detectors and alarms, audible and visual signaling alarms, and bells and speakers for use in fire detection systems in office buildings, hotels, and other commercial and residential buildings. For fire protection parts, transfer of control and revenue recognition occurs when the Company ships the product from the manufacturing facility to the customer.

Nanofiber

The Company's acquired Vaporsens in 2020, which specializes in nanofiber chemical sensing research and development, is primarily involved with research and development of technology related to nanofiber, sensing a variety of chemicals and/or compounds.

Medical

The Company's Medical segment includes as innovative lighting technology for medical applications that was co-developed with Mayo Clinic. This lighting concept represents the collaboration of a global, high-technology electronics company with a world leader in health care. The Company's intelligent lighting system combines ambient room lighting with camera-controlled, adaptive task lighting to optimize illumination for surgical and patient-care environments. The system was developed over an 18 month period of collaboration between Company engineers and Mayo Clinic surgeons, scientists, and operating room staff. The teams researched, designed, and rapidly iterated multiple prototypes in order to develop unique features intended to address major gaps in current surgical lighting solutions. The Company continues to further develop and work on the intelligent medical lighting system in order to assess system performance and work toward obtaining necessary approvals.

In November 2023, the Company acquired certain technology assets from eSight for approximately $18.9 million in cash, in addition to the 20% equity the Company previously held, as well as an earn out provision. The technology acquired from eSight provides advanced and versatile low-vision smart glasses for those with visual impairments and is compatible with more than 20 eye conditions including Macular Degeneration, Diabetic Retinopathy, and Stargardt disease.

Aftermarket Electronics

As previously disclosed, VOXX was acquired on April 1, 2025 and operates in the automotive, consumer electronics, and biometrics industries. VOXX distributes and markets certain automotive products that are not manufactured by VOXX and are sold in the automotive aftermarket sector, including: automotive security, vehicle access, and remote start modules and systems; mobile multi-media infotainment products and rear-seat entertainment products, including overhead, seat-back, and headrest systems; rear observation and collision avoidance systems/blind spot sensors/automotive sensing and camera systems/driver distraction products; distribution of satellite radios, including plug and play models and direct connect models; cruise control systems; heated seats; security and shock sensors; and harnesses. None of the aftermarket electronic products are manufactured by the Company. Transfer of control and revenue recognition occurs when the Company ships the product from the distribution facility to the customer.

Consumer Electronics

VOXX also distributes and markets consumer electronic products and accessories, including: wireless and Bluetooth® speakers; A/V receivers; on-ear and in-ear headphones; wired, wireless, and Bluetooth headphones and ear buds; solar power systems and solar accessories; solar lights; High-Definition Television antennas ("HDTV"); TV mounts; High-Definition Multimedia Interface ("HDMI") accessories; fiber optic accessories; battery storages; satellite dishes; low noise converters; multiswitches; remote controls; home electronic accessories, such as cabling, power cords, mice, keyboards, gaming accessories, and other connectivity products; power supply systems and charging products; and set-top boxes. These consumer electronic products and accessories are not manufactured by the Company. Transfer of control and revenue recognition occurs when the Company ships the product from the distribution facility to the customer.

Biometrics

In November 2024, the Company acquired GalvanEyes, LLC ("GalvanEyes"), which is the managing partner and 50% owner of the BioCenturion LLC ("BioCenturion") joint venture with EyeLock LLC ("EyeLock"), a subsidiary of VOXX. BioCenturion specializes in creating and deploying authentication solutions to help clients secure their worlds, optimize their workload, and organize their data through customized biometric solutions. The Company's acquisition of VOXX resulted in the Company obtaining all remaining access to the EyeLock technology. In July 2025, The Company acquired BioConnect Inc. ("BioConnect"), a multi-modal biometric authentication platform provider for access control.

(11)ACQUISITIONS

BioConnect

On July 1, 2025, in the ordinary course of business, the Company completed its acquisition of BioConnect, for a purchase price of $13.0 million, subject to adjustment for working capital plus related transaction fees and expenses. BioConnect is a leader in biometric authentication solutions, providing a multi-modal authentication platform for security and access control. The Company intends to utilize the acquisition to expand its reach in the biometric industry. The acquisition was accounted for under the acquisition method of accounting pursuant to ASC 805, and accordingly, the results of operations and cash flows for BioConnect have been included in the Company's Consolidated Financial Statements since July 1, 2025. BioConnect's results of operations are included within the Company's Biometrics operating segment, which is presented within its Other reportable segment.

The following summarizes the preliminary allocation of the BioConnect purchase price based on the fair value of the assets acquired and liabilities assumed, as of July 1, 2025:

The preliminary fair values of the assets acquired were estimated with the assistance of a third-party valuation expert. The purchase price allocation above is preliminary. The Company is in the process of refining the valuation of acquired assets and assumed liabilities, including net working capital and intangible assets, and expects to finalize the purchase price allocation no later than one year after the acquisition date, which is July 1, 2026, in accordance with applicable guidance. Finalization of the valuation of assets acquired during the measurement period could result in significant changes in the amounts recorded for the acquisition date fair value of the same. The Company recorded net measurement period adjustments increasing goodwill $0.4 million during the year ended December 31, 2025 relating primarily to the revised fair value estimates of developed technology and deferred tax assets. The goodwill recognized in this acquisition is primarily attributable to the assembled workforce and expected synergies from the integration of the acquired business. All of the goodwill acquired in connection with the BioConnect acquisition has been allocated to the Company's biometrics business. None of the goodwill from the BioConnect acquisitions is deductible for tax purposes.

Net sales attributable to BioConnect in the Company's Consolidated Statement of Income for the year ended December 31, 2025, were $4.5 million. The net loss attributable to BioConnect for the year ended December 31, 2025, was $0.2 million. During the year ended December 31, 2025, the Company incurred $0.4 million in acquisition costs related to the BioConnect acquisition, which has been expensed as incurred in the "Selling, general & administrative" section of its Consolidated Statement of Income.

VOXX International Corporation

On April 1, 2025 (the "Closing Date"), the Company completed its acquisition of VOXX pursuant to the previously announced Merger Agreement. Pursuant to the terms and conditions set forth in the Merger Agreement, the Company acquired all of the issued and outstanding shares of VOXX common stock not already owned by the Company for a purchase price of $7.50 per share, resulting in VOXX becoming a wholly owned subsidiary of the Company as of the Closing Date. Cash consideration totaling $148.3 million was paid by the Company on the Closing Date using cash on hand. The acquisition was accounted for under the acquisition method of accounting pursuant to ASC 805, and accordingly, the results of operations and cash flows for VOXX have been included in the Company's Consolidated Financial Statements since the Closing Date.

Prior to obtaining a controlling interest in VOXX, the Company owned 6,463,808 shares of VOXX Class A Common Stock, or approximately 29%, and accounted for this investment as an equity method investment, as the Company had the ability to exercise significant influence, but not control, over VOXX (see Note 1,"Summary of Significant Accounting and Reporting Policies - Investments"). The acquisition transaction was accounted for as a business combination achieved in stages, or a step-acquisition, pursuant to ASC 805 and, as such, the Company was required to remeasure its preexisting equity interest in VOXX immediately prior to the completion of the acquisition to its estimated fair value of $48.5 million using the $7.50 per share acquisition price to determine the fair value of the equity investment. As the Company previously recorded changes in fair value of the equity method investment in Investment (loss) income, net, in the Consolidated Statements of Income each reporting period, the fair value of the investment on the Closing Date was equal to the fair value of the investment on March 31, 2025, the date immediately prior to the acquisition, and no additional gain or loss was recorded on the Closing Date.

VOXX is a leading manufacturer and distributor of automotive OEM and aftermarket electronics, and consumer technologies for the global markets, as well as premium audio solutions through world-renowned brands such as Klipsch®, Onkyo®, and Integra®. The merger also included EyeLock®, a majority-owned subsidiary of VOXX, which holds iris biometric technology through its 50% ownership interest in the BioCenturion joint venture. This additional interest in BioCenturion was acquired by the Company in a separate transaction as discussed below. The acquisition of VOXX is a strategic addition to the Company's portfolio of products, as VOXX's product lines will both compliment the Company's existing businesses and help the Company continue to expand in the consumer technology and connected home space. The Company has also gained all access to the EyeLock® iris biometric technology, which will provide further product applications in the Company's existing automotive, aerospace, and medical markets.

The following summarizes the preliminary allocation of the purchase price based on the fair value of the assets acquired and liabilities assumed, as of the Closing Date. The fair value of the Class A Common Stock acquired through this step acquisition is included in the totals presented below:

The preliminary fair values of the assets acquired were estimated with the assistance of a third-party valuation expert. The purchase price allocation above is preliminary. The Company is in the process of refining the valuation of acquired assets and assumed liabilities, including net working capital, real property, equity method investments, and non-controlling interests, and expects to finalize the purchase price allocation no later than one year after the acquisition date, which is April 1, 2026, in accordance with applicable guidance. Finalization of the valuation of acquired assets and liabilities assumed during the measurement period could result in significant changes in the amounts recorded for the acquisition date fair value of the same. The Company recorded net measurement period adjustments increasing goodwill $12.7 million during the year ended December 31, 2025, relating primarily to the revised fair value estimates of liabilities for certain legal contingencies, employee compensation, royalties payable, and income taxes. The goodwill recognized in this acquisition was attributable to the assembled workforce, expected synergies, and expanded market opportunities, none of which qualify for recognition as a separate intangible asset. All of the goodwill acquired in connection with the VOXX acquisition has been allocated to the Company's Premium Audio Products business. $2.9 million of the goodwill recognized in the VOXX acquisition is deductible for tax purposes.

Net sales attributable to VOXX in the Company's Consolidated Statement of Income for the year ended December 31, 2025 were $267.2 million. Net income attributable to VOXX for the year ended December 31, 2025 was $6.1 million. During the years ended December 31, 2025 and 2024, the Company incurred $3.4 million and $1.9 million, respectively, in acquisition costs related to the VOXX acquisition, which has been expensed as incurred in the "Selling, general & administrative" section of its Consolidated Statements of Income. VOXX's results of operations are included in the Consolidated Financial Statements of the Company within the Automotive, Premium Audio, and Other reportable segments, as appropriate.

The non-controlling interests included in the net assets acquired in the transaction were comprised of a redeemable non-controlling interest in VOXX's Onkyo subsidiary, and a non-redeemable non-controlling interest in its EyeLock® subsidiary. In conjunction with VOXX's acquisition of Onkyo, a joint venture was formed between VOXX's wholly-owned Premium Audio Company ("PAC") subsidiary and its partner Sharp Corporation ("Sharp"). PAC owns 77.2% of the joint venture and has an 85.1% voting interest, and Sharp owns 22.8% of the joint venture and has a 14.9% voting interest. The joint venture agreement between PAC and Sharp contains a put/call option, whereby Sharp has the right to put its interest in the joint venture back to VOXX and VOXX has the right to call Sharp’s ownership interest in the joint venture at any time after the approval of Onkyo’s annual financial statements for the year ending February 28, 2025, at a purchase price based on a formula as defined in the joint venture agreement. As of December 31, 2025, the put/call option has not been exercised by either party.

The Onkyo non-controlling interest has been classified as redeemable non-controlling interest outside of equity on the accompanying Consolidated Balance Sheet as the exercise of the put/call option is not within VOXX’s control. The following table provides the rollforward of the redeemable non-controlling interest for the year ended December 31, 2025:

As of April 1, 2025, the net assets acquired in the VOXX transaction also included VOXX's non-redeemable non-controlling interest in its EyeLock® subsidiary. In August 2025, the Company acquired the remaining equity interest in EyeLock® from its minority owners for cash consideration totaling $0.1 million.

GalvanEyes

In November 2024, the Company acquired GalvanEyes, which is the managing partner and 50% owner of the BioCenturion joint venture with Eyelock, a subsidiary of VOXX. The Company paid $2.9 million in cash, as well as an earnout over the next fifteen calendar years, not to exceed $15 million in the aggregate, for which the acquisition date fair value was determined to be $1.5 million. The earnout is based on adjusted earnings before interest and taxes. The Company accounted for the acquisition under the provisions of ASC 805 and consolidated GalvanEyes and the joint venture BioCenturion in the Company's Consolidated Financial Statements at December 31, 2024, in accordance with ASC 810, "Consolidation." The valuation process was completed during the fourth quarter of 2025. For the years ended December 31, 2025 and

2024, approximately $1.7 million and less than $0.2 million of combined revenue, respectively, and $2.9 million and $0.4 million of combined net loss, respectively, of the businesses of GalvanEyes and BioCenturion are included in the Company's Consolidated Statements of Income. Total goodwill recognized in this acquisition of $4.2 million is primarily attributable to the assembled workforce and expected synergies from the integration of the acquired business. All of the goodwill acquired in connection with the GalvanEyes acquisition has been allocated to the Company's biometrics business.

At December 31, 2024, the Company had $4.1 million in non-controlling interest related to BioCenturion. In conjunction with the acquisition of VOXX on April 1, 2025, the Company acquired VOXX's interest in BioCenturion through its majority ownership of Eyelock for cash consideration of $4.1 million. Prior to the acquisition of this additional equity interest, the Company's 50% interest in BioCenturion was accounted for as a variable interest entity for which Gentex was the primary beneficiary, and was consolidated within the Company's financial statements, with the remaining 50% interest of BioCenturion presented within non-controlling interest.

eSight

In November 2023, the Company acquired certain technology assets from eSight for approximately $18.9 million in cash, the assumption of a $9.4 million promissory note given in exchange for the 20% equity the Company previously held, as well as an earn out provision over aten year period. The earn out provision consists of multiple potential payments based on the revenue over the nextten calendar years, with the total earn out not to exceed $70 million. The Company funded the acquisition with cash on hand. The technology acquired from eSight provides advanced and versatile low-vision smart glasses for those with visual impairments and is compatible with more than 20 eye conditions including Macular Degeneration, Diabetic Retinopathy, and Stargardt disease. eSight's results of operations are included in the financial statements of the Company within its Other reporting segment.

The Company accounted for the acquisition under the provisions of ASC 805. The valuation process was completed during the third quarter of 2024. Approximately $1.3 million and $1.4 million of revenue of the business of eSight was included in the Company's Consolidated Statement of Income and Comprehensive Income for the years ended December 31, 2025 and 2024, respectively.

The following table summarizes the fair values of the assets acquired, and the liabilities assumed, as of the acquisition date of November 2, 2023: