Commercial Vehicle Group, Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
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FY2025 · Filed Mar 10, 2026
CVGI$3.22+2.2%Stored close · as of Nov 9, 2026
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Item 15. Exhibits
LIST OF EXHIBITS
The following exhibits are either included in this report or incorporated herein by reference as indicated below:
EXHIBIT INDEX
| Exhibit No. | Description |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004). |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 12, 2011 (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 13, 2011). |
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 15, 2015 (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 15, 2015). |
| 3.4 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 17, 2018 (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 18, 2018). |
| 3.5 | Certificate of Designations of Series A Preferred Stock (included as Exhibit A to the Rights Agreement incorporated by reference to Exhibit 4.8) (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009. |
| 3.6 | Certificate of Designations, Preferences and Rights of Series B Junior Participating Preferred Stock (incorporated by reference to the Company’s Current Report (File No. 001-34365), filed on June 25, 2020). |
| 3.7 | Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A (File No. 001-34365), filed on February 2, 2023). |
| 4.1 | Description of Securities (incorporated by reference to the Company’s annual report on Form 10-K (File No. 001-34365), filed on March 16, 2020). |
| Exhibit No. | Description |
| 10.1 | Term Loan Agreement, dated as of April 30, 2021, between, among others, the Company, Bank of America, N.A. as administrative agent and other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 4, 2021). |
| 10.2* | Second Amendment dated May 12, 2022 to the Credit Agreement, dated as of April 30, 2021 between, among others, the Company, Bank of America, N.A. as administrative agent and other lenders party thereto (incorporated by reference to Exhibit 10.38 to the Company’s annual report on Form 10-K, filed on March 6, 2023). |
| 10.3* | Commercial Vehicle Group, Inc. Annual Incentive Plan (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on March 14, 2018). |
| 10.4* | Amended and Restated Deferred Compensation Plan dated November 5, 2008 (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-50890), filed on March 16, 2009). |
| 10.5* | Form of indemnification agreement with directors and executive officers (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-50890), filed on March 14, 2008). |
| 10.8* | Offer letter, dated November 11, 2020, to Angela O’Leary (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-34365), filed on November 17, 2020). |
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| 10.9* | Change in Control & Non-Competition Agreement dated November 11, 2020 with Angela O’Leary (incorporated by reference to Exhibit 10.29 to the Company’s annual report on Form 10-K (File No. 001-34365), filed on March 9, 2021). |
| 10.10* | Change in Control & Non-Competition Agreement dated October 27, 2014 with Aneezal Mohamed (incorporated by reference to Exhibit 10.34 to the Company’s annual report on Form 10-K (File No. 001-34365), filed on March 2, 2022). |
| 10.12* | Offer letter, dated July 22, 2021, to Kristin Mathers (incorporated by reference to Exhibit 10.36 to the Company’s annual report on Form 10-K (File No. 001-34365), filed on March 2, 2022). |
| 10.13* | Change in Control & Non-Competition Agreement dated December 31, 2021 with Kristin Mathers (incorporated by reference to Exhibit 10.37 to the Company’s annual report on Form 10-K (File No. 001-34365), filed on March 2, 2022). |
| 10.14* | Andy Cheung Offer Letter dated September 8, 2022(incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-34365), filed on September 14, 2022). |
| 10.15* | Change in Control & Non-Competition Agreement dated December 7, 2022 with Andy Cheung. |
| 10.16* | Offer Letter between the Company and Mr. Ray dated December 8, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on December 11, 2023). |
| 10.17* | Form of Change in Control Agreement between the Company and Mr. Ray (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on December 11, 2023). |
| 10.18* | Form of 2023 Restricted Stock Agreement between the Company and Mr. Ray (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed on December 11, 2023). |
| 10.19 | Asset Purchase Agreement dated as of July 31, 2024 by and among SVO, LLC, Mayflower Vehicle Systems, LLC and Commercial Vehicle Group, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on August 1, 2024). |
| 10.20 | Amendment No. 3 dated July 30, 2024 to the Credit Agreement, dated as of April 30, 2021 between, among others, the Company, Bank of America, N.A. as administrative agent and other lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024). |
| 10.21 | Asset Purchase Agreement dated as of October 30, 2024 by and among FSE Diya, Inc., CVG FSE, LLC and Commercial Vehicle Group, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on October 31, 2024). |
| 10.22 | Transition Services Agreement dated as of October 30, 2024 by and among FSE Diya, Inc., CVG FSE, LLC and Commercial Vehicle Group, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s current report on Form 8-K filed on October 31, 2024). |
| 10.24 | Amendment to Asset Purchase Agreement dated as of September 6, 2024 by and among SVO, LLC, Mayflower Vehicle Systems, LLC and Commercial Vehicle Group, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on September 10, 2024). |
| 10.25 | Fourth Amendment dated December 19, 2024 to the Credit Agreement, dated as of April 30, 2021 between, among others, the Company, Bank of America, N.A. as administrative agent and other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on December 26, 2024). |
| 10.26 | Offer Letter between the Company and Mr. Reed dated February 10, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on February 13, 2025). |
| 10.27 | Retention Agreement between the Company and Andy Cheung dated April 1, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on April 7, 2025). |
| 10.28 | Retention Agreement between the Company and Aneezal Mohamed dated April 1, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on April 7, 2025) |
| 10.29 | Retention Agreement between the Company and Kristin Mathers dated April 1, 2025. (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed on April 7, 2025). |
| 10.30 | Amended and Restated Commercial Vehicle Group, Inc 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 19, 2025). |
| 10.31 | Loan and Security Agreement, dated as of June 27, 2025, by and among the Company, certain of the Company’s subsidiaries, as borrowers and guarantors, TCW Asset Management Company LLC, as administrative agent, and other lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on June 30, 2025). |
| 10.32 | Loan and Security Agreement, dated as of June 27, 2025, by and among the Company, certain of the Company’s subsidiaries, as borrowers, and Bank of America, N.A. as agent and other lender parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on June 30, 2025). |
| 10.33 | Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed on June 30, 2025). |
| 10.34 | Investor Rights Agreement, dated June 27, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K filed on June 30, 2025). |
| 10.35 | Amendment No. 1 to Loan and Security Agreement, dated December 22, 2025, among Commercial vehicle group, Inc., KAB Seating Limited, the guarantors party thereto and Bank of America, N.A., as Agent .to the Loan and Security Agreement, dated as of June 27, 2025 |
| 10.36 | Amendment No.1 to Loan and security Agreement, dated December 19, 2025, among Commercial Vehicle group Inc, the guarantors party thereto and TCW Asset Management Company LLC, as agent to the Loan and Security Agreement, dated of June 27, 2025 |
| 10.37 | Form of Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan Performance-Based Restricted Stock Award Agreement Based on EBITDA and Stock Price. (Cash Award Based) |
| 10.38 | Form of Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan Performance-Based Restricted Stock Award Agreement Based on EBITDA and Stock Price. (Stock Award Based) |
| 10.39 | Form of Restricted Stock Agreement under the Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan |
| 19 | Insider Trading Policy of the Company. |
| 97.1 | Commercial Vehicle Group Incentive Compensation Clawback Policy approved December 1, 2023. |
| Exhibit No. | Description |
| 21.1 | Subsidiaries of Commercial Vehicle Group, Inc. |
| 23.1 | Consent of KPMG LLP. |
| 31.1 | 302 Certification by James R. Ray, President and Chief Executive Officer. |
| 31.2 | 302 Certification by Andy Cheung, Executive Vice President and Chief Financial Officer. |
| 32.1 | 906 Certification by James R. Ray pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002. |
| 32.2 | 906 Certification by Andy Cheung pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002. |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Schema Document |
| 101.CAL | XBRL Calculation Linkbase Document |
| 101.LAB | XBRL Label Linkbase Document |
| 101.PRE | XBRL Presentation Linkbase Document |
| 101.DEF | XBRL Definition Linkbase Document |
| * | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K. |
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All other items included in an Annual Report on Form 10-K are omitted because they are not applicable or the answers thereto are none.
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