Commercial Vehicle Group, Inc.

Previous wording

The discussion and analysis below described material changes in financial condition and results of operations as reflected in our condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024. This discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Form 10-K.

Current wording

The discussion and analysis below described material changes in financial condition and results of operations as reflected in our condensed consolidated financial statements for the three months ended March 31, 2026 and 2025. This discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K.

Previous wording

We are navigating through several challenging external factors which create uncertainty and volatility in our end markets, including, but not limited to, geopolitical dynamics, new tariff actions and responses, tax regulation and fluctuating foreign exchange rates. We expect the Company’s cost of goods sold will continue to be impacted by tariffs which increase the price of goods purchased and sold to customers. The Company expects to continue to pass on the costs of tariffs to its customers, although there is significant uncertainty as to our ability to recover these costs from our customers. Geopolitical uncertainties will continue to create a challenging operating environment. We continue to closely monitor the situation and are prepared to remain agile in responding to any new developments.

Current wording

We are navigating through several challenging external factors which create uncertainty and volatility in our end markets, including, but not limited to, geopolitical dynamics, new and changing tariff actions and responses, tax regulation and fluctuating foreign exchange rates. We expect the Company’s cost of goods sold will continue to be impacted by tariffs which increase the price of materials purchased and products sold to customers. In the past, we have negotiated with our customers in an attempt to pass on a portion of the increased costs resulting from the tariffs to our customers, although there is significant uncertainty as to our ability to pass these costs, or a portion of these costs, along to our customers. Geopolitical uncertainties may continue to create a challenging operating environment. We continue to closely monitor the situation and are prepared to remain agile in responding to any new developments. In addition, lower courts and administrative processes will need to provide guidance with respect to refund-related questions with respect to the IEEPA tariffs paid prior to the recent U.S. Supreme Court decision.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. Key provisions of the bill include, but are not limited to, immediate expensing of R&E expenditures, restoration and expansion of 100% bonus depreciation and permanent reinstatement of the EBITDA limitation for the calculation of the 163(j) business interest expense deduction. Additionally, the bill extends and modifies certain international tax provisions of the 2017 Tax Cuts and Jobs Act that were set to expire at the end of 2025. The Company continues to evaluate the impact of the new legislation but does not expect the OBBBA to have a material impact on the Company’s consolidated financial statements or results of operations.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. Key provisions of the bill include, but are not limited to, immediate expensing of R&D expenditures, restoration and expansion of 100% bonus depreciation and permanent reinstatement of the EBITDA limitation for the calculation of the Section 163(j) business interest expense deduction. Additionally, the bill extends and modifies certain international tax provisions of the 2017 Tax Cuts and Jobs Act that were set to expire at the end of 2025. The tax provisions in OBBBA did not have a material impact on the Company’s consolidated financial statements or results of operations.

Previous wording

Revenues. The decrease in consolidated revenues resulted from:

Current wording

Revenues. The increase in consolidated revenues resulted from:

Previous wording

•a $16.7 million, or 11.9%, decrease in OEM and other sales;

Current wording

•a $2.1 million, or 1.5%, increase in OEM and other sales;

Previous wording

•a $2.6 million, or 8.4%, decrease in aftermarket and OES sales.

Current wording

•a $0.4 million, or 1.1%, decrease in aftermarket and OES sales.

Previous wording

Gross Profit. Included in gross profit is cost of revenues, which consists primarily of raw materials and purchased components for our products, wages and benefits for our employees and overhead expenses such as manufacturing supplies, facility rent and utilities costs related to our operations. The $0.4 million decrease in gross profit is primarily attributable to the impact of lower sales volumes. Cost of revenues decreased $18.9 million, or 12.2%, as a result of a decrease in raw material and purchased component costs of $13.4 million, or 15.1%, and a decrease in labor and overhead expenses of $5.5 million, or 8.2%. As a percentage of revenues, gross profit margin was 10.5% for the three months ended September 30, 2025 compared to 9.6% for the three months ended September 30, 2024. The three months ended September 30, 2025 results include charges of $2.4 million associated with restructuring programs, compared to $3.5 million for the three months ended September 30, 2024.

Current wording

Gross Profit. Included in gross profit is cost of revenues, which consists primarily of raw materials and purchased components for our products, wages and benefits for our employees and overhead expenses such as manufacturing supplies, facility rent and utilities costs related to our operations. The $2.0 million increase in gross profit is primarily attributable to the impact of increased sales volumes and operational efficiency improvements. Cost of revenues decreased $0.3 million, or 0.2%, as a result of a decrease in raw material and purchased component costs of $0.7 million, or 0.8%, and a increase in labor and overhead expenses of $0.4 million, or 0.7%. As a percentage of revenues, gross profit margin was 11.6% for the three months ended March 31, 2026 compared to 10.5% for the three months ended March 31, 2025. The three months ended March 31, 2026 results include charges of $1.2 million associated with restructuring programs, compared to $0.5 million for the three months ended March 31, 2025.

Previous wording

Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses consist primarily of wages and benefits and other expenses such as marketing, travel, legal, audit, rent and utilities costs, which are not directly or indirectly associated with the manufacturing of our products. SG&A expenses decreased $0.4 million compared to the three months ended September 30, 2024, primarily as a result of a decrease in incentive compensation expense and restructuring charges; offset by a $3.5 million gain on the sale of a building included in the prior year period. As a percentage of revenues, SG&A expense was 11.2% and 10.2% for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses consist primarily of wages and benefits and other expenses such as marketing, travel, legal, audit, rent and utilities costs, which are not directly or indirectly associated with the manufacturing of our products. SG&A expenses increased $2.7 million compared to the three months ended March 31, 2025, primarily as a result of increased incentive compensation expense. As a percentage of revenues, SG&A expense was 11.1% and 9.6% for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Other (Income) Expense. Other expense increased $2.0 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily related to fees we received under the transition services agreement of $2.0 million recognized during the three months ended September 30, 2024.

Current wording

Other (Income) Expense. Other expense increased $1.0 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily related to unfavorable change in foreign currency.

Previous wording

Loss on extinguishment of debt. Loss on extinguishment of debt reflects the write-off of deferred financing fees related to early repayment of the prior revolver of $0.5 million.

Current wording

Loss on extinguishment of debt. The loss recognized from the extinguishment of debt includes a non-cash expense of $0.9 million for the write-off of deferred financing costs, as well as a prepayment premium and make-whole interest totaling $1.0 million, both of which are associated with the repayment of the Term Loan following the Sale and Leaseback transaction.

Previous wording

Interest Expense. Interest associated with our debt was $8.9 million and $7.0 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in interest expense was primarily attributed to higher weighted average margins on debt balances, partially offset by the impact of lower average debt balances in the nine months ended September 30 2025.

Current wording

Interest Expense. Interest associated with our debt increased $1.6 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase in interest expense was primarily attributed to higher interest rates from our refinancing completed during the second quarter of 2025.

Previous wording

Provision for Income Taxes. Income tax expense of $0.7 million and benefit of $1.5 million was recorded for the three months ended September 30, 2025 and 2024, respectively. The primary driver in the effective tax rate change is the Company's losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets.

Current wording

Provision for Income Taxes. Income tax expense of $1.9 million and $2.1 million were recorded for the three months ended March 31, 2026 and 2025, respectively. The primary driver in the tax expense was the Company's mix of profitable foreign operations and losses in the US while maintaining its full valuation allowance position on U.S. deferred tax assets.

Previous wording

Net Income (Loss) from continuing operations. Net loss from continuing operations was $6.8 million for the three months ended September 30, 2025 compared to net loss of $0.9 million for the three months ended September 30, 2024. The decrease in net income is attributable to the factors noted above.

Current wording

Net Income (Loss) from continuing operations. Net income from continuing operations was $0.9 million for the three months ended March 31, 2026 compared to net loss of $3.1 million for the three months ended March 31, 2025. The increase in net income is attributable to the factors noted above.

Previous wording

Revenues. The decrease in Global Seating Segment revenues of $23.3 million was primarily driven by decreased customer demand in North America.

Current wording

Revenues. The increase in Global Seating Segment revenues of $1.1 million primarily resulted from higher international volumes, offset by decreased customer demand in North America.

Previous wording

As a percentage of revenues, gross profit margin was 12.4% for the three months ended September 30, 2025 compared to 10.1% for the three months ended September 30, 2024. The three months ended September 30, 2025 results include charges of $1.3 million associated with restructuring programs, compared to $0.8 million for the three months ended September 30, 2024.

Current wording

As a percentage of revenues, gross profit margin was 14.0% for the three months ended March 31, 2026 compared to 12.4% for the three months ended March 31, 2025. The three months ended March 31, 2026 results include charges of $0.5 million associated with restructuring programs, compared to zero for the three months ended March 31, 2025.

Previous wording

Revenues. The increase in Global Electrical Systems Segment revenues of $2.8 million was primarily as a result of new business wins.

Current wording

Revenues. The increase in Global Electrical Systems Segment revenues of $7.0 million was primarily as a result of new business wins.

Previous wording

Gross Profit. The increase in gross profit of $2.3 million was primarily attributable to volume and mix. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $1.5 million, or 7.1%, and a decrease in labor and overhead expenses of $1.1 million, or 5.0%.

Current wording

Gross Profit. The increase in gross profit of $1.8 million was primarily attributable to volume and mix. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $4.1 million, or 17.1%, and an increase in labor and overhead expenses of $1.1 million, or 4.9%.

Previous wording

As a percentage of revenues, gross profit margin was 10.8% for the three months ended September 30, 2025 compared to 6.4% for the three months ended September 30, 2024. The increase in gross profit margin was primarily due to mix and improved operational efficiency. The three months ended September 30, 2025 results include charges of $0.4 million associated with restructuring programs, compared to $1.3 million for the three months ended September 30, 2024.

Current wording

As a percentage of revenues, gross profit margin was 10.0% for the three months ended March 31, 2026 compared to 7.9% for the three months ended March 31, 2025. The increase in gross profit margin was primarily due to mix and improved operational efficiency. The three months ended March 31, 2026 results include charges of $0.5 million associated with restructuring programs, compared to $0.5 million for the three months ended March 31, 2025.

Previous wording

Revenues. The decrease in the Trim Systems and Components Segment revenues of $14.1 million was primarily driven by lower sales volume as a result of softening customer demand in North America.

Current wording

Revenues. The decrease in the Trim Systems and Components Segment revenues of $6.4 million was primarily driven by lower sales volume as a result of softening customer demand in North America.

Previous wording

Gross Profit. The decrease in gross profit of $3.5 million was primarily attributable to lower sales volume. The cost of revenues decreased in line with the sales decrease of 29.2%, driven by a decrease in labor and overhead expenses of $4.1 million, or 22.9%; and a decrease in raw material and purchased component costs of $6.6 million, or 26.4%.

Current wording

Gross Profit. The decrease in gross profit of $1.1 million was primarily attributable to lower sales volume. The cost of revenues decreased in line with the sales decrease of 13.9%, driven by a decrease in labor and overhead expenses of $1.4 million, or 9.3%; and a decrease in raw material and purchased component costs of $3.9 million, or 14.8%.

Previous wording

As a percentage of revenues, gross profit margin was 6.4% for the three months ended September 30, 2025 compared to 11.8% for the three months ended September 30, 2024. The decrease in gross profit margin was primarily due to lower sales volume. The three months ended September 30, 2025 results include charges of $0.6 million associated with restructuring programs, compared to $1.5 million for the three months ended September 30, 2024.

Current wording

As a percentage of revenues, gross profit margin was 9.1% for the three months ended March 31, 2026 compared to 10.3% for the three months ended March 31, 2025. The decrease in gross profit margin was primarily due to lower sales volume. The three months ended March 31, 2026 results include charges of $0.2 million associated with restructuring programs, compared to zero for the three months ended March 31, 2025.

Previous wording

Our primary sources of liquidity as of September 30, 2025 were operating income, cash and availability under our credit facility. We believe that these sources of liquidity will provide adequate funds for our working capital needs, capital expenditures and debt service throughout the next twelve months. However, no assurance can be given that this will be the case. We also rely on the timely collection of receivables as a source of liquidity. As of September 30, 2025, we had outstanding letters of credit of $1.1 million and borrowing availability of $96.5 million from our U.S. and China credit facilities (subject to customary borrowing base and other conditions), in addition to $31.3 million of cash.

Current wording

Our primary sources of liquidity as of March 31, 2026 were operating income, cash and availability under our credit facility. We believe that these sources of liquidity will provide adequate funds for our working capital needs, capital expenditures and debt service throughout the next twelve months. However, no assurance can be given that this will be the case. We also rely on the timely collection of receivables as a source of liquidity. As of March 31, 2026, we had outstanding letters of credit of$3.5 million and borrowing availability of$99.7 million from our U.S. and China credit facilities (subject to customary borrowing base and other conditions), in addition to $28.7 million of cash.

Previous wording

As of September 30, 2025, cash of $31.3 million was held by foreign subsidiaries. The Company had a$0.2 million deferred tax liability as of September 30, 2025 for theexpected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.

Current wording

As of March 31, 2026, cash of$28.7 million was held by foreign subsidiaries. The Company had a $0.2 million deferred tax liability as of March 31, 2026 for theexpected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.

Previous wording

Operating activities. For the nine months ended September 30, 2025, net cash provided by operating activities was $32.4 million compared to net cash used in operating activities of $6.8 million for the nine months ended September 30, 2024. Net cash provided by operating activities is primarily attributable to a decrease in trade working capital and net loss for the nine months ended September 30, 2025 as compared to a lesser decrease in trade working capital for the nine months ended September 30, 2024.

Current wording

Operating activities. For the three months ended March 31, 2026, net cash used in operating activities was $1.6 million compared to net cash provided by operating activities of $15.2 million for the three months ended March 31, 2025. Net cash used in operating activities is primarily attributable an increase in trade working capital for the three months ended March 31, 2026 as compared to a decrease in trade working capital for the three months ended March 31, 2025.

Previous wording

Investing activities. For the nine months ended September 30, 2025, net cash used in investing activities was $7.0 million compared to cash provided by investing activities of $12.9 million for the nine months ended September 30, 2024. The change was mainly due to less capital spending in the current year, combined with $23.0 million proceeds from the sale of the Company's cab structures and FinishTEK businesses during the prior year period and $4.5 million proceeds from the sale of a building during the 2024 offsetting capital expenditures. In 2025, we expect capital expenditures to be in the range of $9 million to $12 million.

Current wording

Investing activities. For the three months ended March 31, 2026, net cash provided by investing activities was $13.2 million compared to cash used in investing activities of $3.8 million for the three months ended March 31, 2025. The change was mainly due to $15.9 million in proceeds from the sale of assets in the current year. In 2026, we expect capital expenditures to be in the range of $13 million to $17 million.

Previous wording

Financing activities. For the nine months ended September 30, 2025, net cash used in financing activities was $22.7 million compared to net cash used in financing activities of $12.9 million for the nine months ended September 30, 2024. Use of cash in financing activities during the nine months ended September 30, 2025 was primarily attributable to the cost of refinancing our debt which totaled $6.1 million and the net reduction of our debt of $16.3 million.

Current wording

Financing activities. For the three months ended March 31, 2026, net cash used in financing activities was $15.7 million compared to net cash used in financing activities of $18.1 million for the three months ended March 31, 2025. Use of cash in financing activities during the three months ended March 31, 2026 was primarily attributable to the pay down of our debt which totaled $14.9 million, of which$14.6 million was a mandatory paydown from the Sale and Leaseback Transaction.

Previous wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historical fact, including without limitation, certain statements under “Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein regarding industry outlook, the Company’splans to improve financial results, the future of the Company’s end markets, changes in the Class 8 and Class 5-7 North America truck build rates, performance of the global construction and agricultural equipment business, the Company’s prospects in the wire harness and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment, including global supply chain constraints, inflation and labor shortages, tariffs and counter-measures, financial covenant compliance, anticipated effects of acquisitions, production of new products, plans for capital expenditures and our results of operations or financial position and liquidity, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions, as they relate to us, are intended to identify forward-looking statements. The important factors discussed in “Item 1A - Risk Factors”, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations. Additionally, various economic and competitive factors could cause actual results to differ materially from those discussed in such forward-looking statements, including, but not limited to, factors which are outside our control.

Current wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historical fact, including without limitation, certain statements under “Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein regarding industry outlook, the Company’s plans to improve financial results, the future of the Company’s end markets, including, but not limited to, global commercial vehicle markets and electric vehicle markets, changes in the North America Class 8 and Class 5-7 truck build rates, performance of the global construction and agricultural equipment businesses, the Company’s prospects in the global commercial vehicle markets and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment, including global supply chain constraints, inflation and labor shortages, tariffs and counter-measures, financial covenant compliance, anticipated effects of acquisitions or divestitures, production of new products, plans for capital expenditures and our results of operations or financial position and liquidity, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions, as they relate to us, are intended to identify forward-looking statements. The important factors discussed in “Item 1A - Risk Factors”, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations. Additionally, various economic and competitive factors could cause actual results to differ materially from those discussed in such forward-looking statements, including, but not limited to, factors which are outside our control.