Commercial Vehicle Group, Inc.

Previous wording

The discussion and analysis below describes material changes in financial condition and results of operations as reflected in our condensed consolidated financial statements for the three and six months ended June 30, 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.

Current wording

The discussion and analysis below describes 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, 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

As of June 30, 2026, the Company had sold 2.6 million shares of Common Stock in the ATM Program, generating net cash proceeds of approximately $11.6 million. As required by the Company’s secured term loan facility, all such net proceeds were used by the Company to pay down outstanding indebtedness and associated prepayment premium under such facility.

Current wording

As of June 30, 2026, the Company had sold 2.6 million shares of Common Stock in the ATM Program, generating net cash proceeds of approximately $11.6 million. As required by the Company’s secured term loan facility, all such net proceeds were used by the Company to pay down outstanding indebtedness and associated prepayment premium under such facility. No shares of Common Stock were sold in the ATM Program during the three months ended September 30, 2026.

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 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.

Current wording

We continue to navigate through several challenging external factors which create uncertainty and volatility in our end markets, including, but not limited to, geopolitical dynamics, inflationary pressures, increased fuel prices, 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, inflationary pressures and fuel prices 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 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.

Previous wording

•a$21.9 million, or 15.7%, increase in OEM and other sales;

Current wording

•a $53.2 million, or 42.9%, increase in OEM and other sales;

Previous wording

•a$1.4 million, or 4.3%, increase in aftermarket and OES sales.

Current wording

•a $2.4 million, or 8.3%, increase in aftermarket and OES sales.

Previous wording

The increase in revenues of 13.5% is primarily driven by increased customer demand in international markets and the ramp of previously awarded new business wins across all three of our segments.

Current wording

The increase in revenues of 36.5% is primarily driven by increased customer demand and the ramp of previously awarded new business wins across all three of our segments.

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 $5.2 million increase in gross profit is primarily attributable to the impact of increased sales volumes and operational efficiency improvements. Cost of revenues increased $18.1 million, or 11.9%, as a result of a increase in raw material and purchased component costs of $13.2 million, or 14.6%, and a increase in labor and overhead expenses of $4.9 million, or 7.9%. As a percentage of revenues, gross profit margin was 12.7% for the three months ended June 30, 2026 compared to 11.4% for the three months ended June 30, 2025. The three months ended June 30, 2026 results include charges of $0.5 million associated with restructuring programs, compared to $1.1 million for the three months ended June 30, 2025.

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 $12.1 million increase in gross profit is primarily attributable to the impact of increased sales volumes and operational efficiency improvements. Cost of revenues increased $43.5 million, or 31.9%, as a result of an increase in raw material and purchased component costs of$34.3 million, or 45.2%, and an increase in labor and overhead expenses of $9.2 million, or 15.2%. As a percentage of revenues, gross profit margin was 13.5% for the three months ended September 30, 2026 compared to 10.5% for the three months ended September 30, 2025. The three months ended September 30, 2026 results include charges of $0.7 million associated with restructuring programs, compared to $2.4 million for the three months ended September 30, 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 increased $4.4 million compared to the three months ended June 30, 2025, primarily as a result of increased incentive compensation expense and advisory service fees. As a percentage of revenues, SG&A expense was 11.9% and 10.9% for the three months ended June 30, 2026 and 2025, 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 $6.4 million compared to the three months ended September 30, 2025, primarily as a result of a $2.0 million increase in share-based compensation primarily due to age and service-based accelerated vesting, $2.5 million of annual and other incentive compensation expense, $0.7 million of outside advisory services, $0.7 million in recruiting costs; offset by a decrease of $0.6 million for accounting remeasurement of liability-classified long-term incentive awards whose value fluctuates in line with our share price. As a percentage of revenues, SG&A expense was 11.3% and 11.2% for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Other (Income) Expense. Other expense increased $0.5 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily related to unfavorable change in foreign currency.

Current wording

Other (Income) Expense. The change in other expense in the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was immaterial.

Previous wording

Warrant expense. Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with entering into the Term Loan due 2030. The change in fair value of the outstanding warrants liability during three months ended June 30, 2026 was $3.4 million. The change in fair value of stock warrants was the result of changes in market prices and other observable inputs deriving the value of the financial instruments.

Current wording

Warrant expense. Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with entering into the Term Loan due 2030. The decrease in fair value of the outstanding warrants liability during three months ended September 30, 2026 was $4.1 million. The change in fair value of stock warrants was the result of changes in market prices and other observable inputs deriving the value of the financial instruments.

Previous wording

Loss on extinguishment of debt. The loss recognized from the extinguishment of debt includes a non-cash expense of $1.6 million for the write-off of deferred financing costs, as well as a prepayment premium and make-whole interest of$1.4 million, both of which are associated with the repayment of the Term Loan. The prior year loss on extinguishment of debt reflects the write-off of deferred financing fees related to early repayment of the prior revolver $0.5 million..

Current wording

Loss on extinguishment of debt. The loss recognized from the extinguishment of debt includes a non-cash expense of $0.2 million for the write-off of deferred financing costs, as well as a prepayment premium and make-whole interest of$0.2 million, both of which are associated with mandatory prepayments on the Term Loan.

Previous wording

Interest Expense. Interest associated with our debt incr eased $0.7 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase in interest expense was primarily attributed to higher interest rates from our refinancing completed during the second quarter of 2025.

Current wording

Interest Expense. Interest associated with our debt decr eased $0.7 million in the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease in interest expense was primarily attributed to a lower Term Loan balance in the current period.

Previous wording

Provision for Income Taxes. Income tax expense of $2.0 million and $1.7 million were recorded for the three months ended June 30, 2026 and 2025, respectively. The primary driver in the tax expense was the Company's mix of profitable foreign operations and 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 $1.7 million and $0.7 million were recorded for the three months ended September 30, 2026 and 2025, respectively. The primary driver in the tax expense was the Company's mix of profitable foreign operations and losses in the U.S. 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 $8.7 million for the three months ended June 30, 2026 compared to net loss of $4.1 million for the three months ended June 30, 2025. The change in net income was attributable to the factors noted above.

Current wording

Net Income (Loss) from continuing operations. Net income from continuing operations was $5.6 million for the three months ended September 30, 2026 compared to net loss of $6.8 million for the three months ended September 30, 2025. The change in net income was attributable to the factors noted above.

Previous wording

Gross Profit. The increase in 2026 gross profit of $1.2 million was primarily due to the impact of increased sales volumes and operational efficiency improvements. The increase in cost of revenues was driven by a increase in raw material and purchased component costs of $3.1 million, or 7.8%, and a increase in labor and overhead expenses of $1.4 million, or 5.5%.

Current wording

Gross Profit. The increase in 2026 gross profit of $3.6 million was primarily due to the impact of increased sales volumes and operational efficiency improvements. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $12.9 million, or 38.7%, and a decrease in labor and overhead expenses of $0.5 million, or 1.8%.

Previous wording

As a percentage of revenues, gross profit margin was 13.9% for the three months ended June 30, 2026 compared to 13.3% for the three months ended June 30, 2025. The three months ended June 30, 2026 results include charges of $0.7 million associated with restructuring programs, compared to $0.4 million for the three months ended June 30, 2025.

Current wording

As a percentage of revenues, gross profit margin was 14.3% for the three months ended September 30, 2026 compared to 12.4% for the three months ended September 30, 2025. The three months ended September 30, 2026 results include charges of $0.7 million associated with restructuring programs, compared to $1.3 million for the three months ended September 30, 2025.

Previous wording

Selling, General and Administrative Expenses. SG&A expenses increased $1.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily as a result of increased incentive compensation expense.

Current wording

Selling, General and Administrative Expenses. SG&A expenses increased $1.4 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily as a result of increased incentive compensation expense.

Previous wording

Revenues. The increase in Global Electrical Systems Segment revenues of $8.4 million was primarily as a result of new business wins.

Current wording

Revenues. The increase in Global Electrical Systems Segment revenues of $15.0 million was primarily as a result of new business wins and increased customer demand in North America.

Previous wording

Gross Profit. The increase in gross profit of $1.0 million was primarily attributable to volume and product mix. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $4.6 million, or 18.1%, and an increase in labor and overhead expenses of $2.8 million, or 12.7%.

Current wording

Gross Profit. The increase in gross profit of $3.7 million was primarily attributable to volume and product mix. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $6.5 million, or 28.2%, and an increase in labor and overhead expenses of $4.8 million, or 22.7%.

Previous wording

As a percentage of revenues, gross profit margin was 11.1% for the three months ended June 30, 2026 compared to 11.0% for the three months ended June 30, 2025. The increase in gross profit margin was primarily due to mix. The three months ended June 30, 2026 results include no charges associated with restructuring programs, compared to $0.5 million for the three months ended June 30, 2025.

Current wording

As a percentage of revenues, gross profit margin was 13.9% for the three months ended September 30, 2026 compared to 10.8% for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to product mix. The three months ended September 30, 2026 results include no charges associated with restructuring programs, compared to $0.4 million for the three months ended September 30, 2025.

Previous wording

Revenues. The increase in the Trim Systems and Components Segment revenues of $9.3 million was primarily driven by higher sales volume as a result of increased customer demand in North America, including improved product mix.

Current wording

Revenues. The increase in the Trim Systems and Components Segment revenues of $24.6 million was primarily driven by higher sales volume as a result of increased customer demand in North America, including improved product mix.

Previous wording

Gross Profit. The increase in gross profit of $3.0 million was primarily attributable to higher sales volume. The cost of revenues increased in line with the sales increase of 21.1%, driven by a increase in labor and overhead expenses of $0.9 million, or 5.9%; and a increase in raw material and purchased component costs of $5.4 million, or 21.8%.

Current wording

Gross Profit. The increase in gross profit of $4.8 million was primarily attributable to higher sales volume. The cost of revenues increased in line with the sales increase of 71.9%, driven by an increase in raw material and purchased component costs of $15.9 million, or 86.3%; and an increase in labor and overhead expenses of $4.0 million, or 28.9%.

Previous wording

As a percentage of revenues, gross profit margin was 12.6% for the three months ended June 30, 2026 compared to 8.4% for the three months ended June 30, 2025. The increase in gross profit margin was primarily due to volume leverage. The three months ended June 30, 2026 results include no charges associated with restructuring programs, compared to $0.2 million for the three months ended June 30, 2025.

Current wording

As a percentage of revenues, gross profit margin was 11.9% for the three months ended September 30, 2026 compared to 6.4% for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to volume leverage. The three months ended September 30, 2026 results include no charges associated with restructuring programs, compared to $0.6 million for the three months ended September 30, 2025.

Previous wording

The table below sets forth certain consolidated operating data for the six months ended June 30, (dollars are in thousands):

Current wording

The table below sets forth certain consolidated operating data for the nine months ended September 30, (dollars are in thousands):

Previous wording

•a$24.0 million, or 8.6%, increase in OEM and other revenues; and

Current wording

•a $77.2 million, or 19.2%, increase in OEM and other revenues; and

Previous wording

•a$1.0 million, or 1.6%, increase in aftermarket and OES sales.

Current wording

•a $3.4 million, or 3.6%, increase in aftermarket and OES sales.

Previous wording

The increase in revenues of $25.0 million wasprimarily driven by an increase in customer demand across all segments.

Current wording

The increase in revenues of $80.6 million wasprimarily driven by an increase in customer demand across all segments and regions.

Previous wording

Selling, General and Administrative Expenses. SG&A expenses increased $7.1 million compared to the six months ended June 30, 2025, primarily as a result of an increase in incentive compensation expense and advisory service fees. As a percentage of revenues, SG&A expense was 11.5% for the six months ended June 30, 2026 compared to 10.3% for the six months ended June 30, 2025. The six months ended June 30, 2026 results include charges of $0.3 million associated with the restructuring programs, compared to $0.2 million for the six months ended June 30, 2025.

Current wording

Selling, General and Administrative Expenses. SG&A expenses increased $13.5 million compared to the nine months ended September 30, 2025, primarily as a result of a $4.7 million increase in annual and other incentive compensation expense, $4.5 million increase in outside advisory services, $0.7 million in recruiting costs, $2.7 million increasein share-based compensation primarily due to age and service-based accelerated vesting, and$1.1 million increase for accounting remeasurement of liability-classified long-term incentive awards whose value fluctuates in line with our share price. As a percentage of revenues, SG&A expense was 11.4% for the nine months ended September 30, 2026 compared to 10.6% for the nine months ended September 30, 2025. The nine months ended September 30, 2026 results include charges of $0.6 million associated with the restructuring programs, compared to $0.5 million for the nine months ended September 30, 2025.

Previous wording

Gain on sale of assets. During the six months ended June 30, 2026, the Company recognized a gain of $13.7 million related to the Sale and Leaseback Transaction.

Current wording

Gain on sale of assets. During the nine months ended September 30, 2026, the Company recognized a gain of $17.0 million related to the sale and leaseback transactions.

Previous wording

Other (Income) Expense. Other expense increased $1.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily related to unfavorable change in foreign currency..

Current wording

Other (Income) Expense. Other expense increased $1.4 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily related to unfavorable change in foreign currency.

Previous wording

Warrant expense. Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with entering into the Term Loan due 2030. The change in fair value of the outstanding warrants liability during three months ended June 30, 2026 was $3.4 million. The change in fair value of stock warrants was the result of changes in market prices and other observable inputs deriving the value of the financial instruments.

Current wording

Warrant expense. Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with entering into the Term Loan due 2030. The increase in fair value of the outstanding warrants liability during nine months ended September 30, 2026 was$4.3 million. The change in fair value of the warrants was the result of changes in market prices of our common stock underlying the warrants and other observable inputs deriving the value of the financial instruments.

Previous wording

Loss on extinguishment of debt. The loss recognized from the extinguishment of debt includes a non-cash expense of$0.5 million for the write-off of deferred financing costs, as well as a prepayment premium and make-whole interest of$0.5 million, both of which are associated with the repayment of the Term Loan. The prior year loss on extinguishment of debt reflects the write-off of deferred financing fees related to early repayment of the prior revolver $0.5 million.

Current wording

Loss on extinguishment of debt. The loss recognized from the extinguishment of debt includes a non-cash expense of$1.8 million for the write-off of deferred financing costs, as well as a prepayment premium and make-whole interest of$1.6 million, both of which are associated with the mandatory prepayments of the Term Loan. The prior year 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.

Previous wording

Interest Expense. Interest associated with our debt was $7.0 million and $4.8 million for the six months ended June 30, 2026 and 2025, respectively. The increase in interest expense was primarily attributed to higher interest rates from our refinancing completed during the second quarter of 2025.

Current wording

Interest Expense. Interest associated with our debt was $10.4 million and $8.9 million for the nine months ended September 30, 2026 and 2025, respectively. 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 (benefit) for Income Taxes. Income tax expense of $3.9 million and $3.8 million were recorded for the six months ended June 30, 2026 and 2025, respectively. The primary driver in the tax expense was the Company's mix of profitable foreign operations and losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets.

Current wording

Provision (benefit) for Income Taxes. Income tax expense of $5.6 million and $4.5 million were recorded for the nine months ended September 30, 2026 and 2025, respectively. The primary driver in the tax expense was the Company's mix of profitable foreign operations and losses in the U.S. 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 $7.8 million for the six months ended June 30, 2026 compared to net loss of $7.2 million for the six months ended June 30, 2025. The change is attributable to the factors noted above.

Current wording

Net Income (loss) from continuing operations. Net loss from continuing operations was $2.3 million for the nine months ended September 30, 2026 compared to net loss of $14.1 million for the nine months ended September 30, 2025. The change is attributable to the factors noted above.

Previous wording

The table below sets forth certain Global Seating Segment operating data for the six months ended June 30, (dollars are in thousands):

Current wording

The table below sets forth certain Global Seating Segment operating data for the nine months ended September 30, (dollars are in thousands):

Previous wording

Revenues. The increase in Global Seating Segment revenues of $6.7 million was primarily driven by higher international volume, offset by customer demand in North America.

Current wording

Revenues. The increase in Global Seating Segment revenues of $22.7 million was primarily driven by higher customer demand across all regions.

Previous wording

Gross Profit. The increase in gross profit of $2.5 million was primarily attributable to increased sales volumes and operational efficiency improvements. The increase in cost of revenues was driven by a increase in raw material and purchased component costs of $2.2 million, or 2.7%, and a increase in labor and overhead expenses of $2.0 million, or 4.0%.

Current wording

Gross Profit. The increase in gross profit of $6.1 million was primarily attributable to increased sales volumes and operational efficiency improvements. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $15.1 million, or 13.4%, and an increase in labor and overhead expenses of $1.5 million, or 2.0%.

Previous wording

As a percentage of revenues, gross profit margin was 12.1% for the six months ended June 30, 2026 compared to 10.9% for the six months ended June 30, 2025. The six months ended June 30, 2026 results include charges of $1.9 million associated with restructuring programs, compared to $1.6 million for the six months ended June 30, 2025.

Current wording

As a percentage of revenues, gross profit margin was 14.1% for the nine months ended September 30, 2026 compared to 12.7% for the nine months ended September 30, 2025. The nine months ended September 30, 2026 results include charges of $1.9 million associated with restructuring programs, compared to $1.7 million for the nine months ended September 30, 2025.

Previous wording

Gain on sale of assets. During the six months ended June 30, 2026, the Company recognized a gain of $13.7 million related to the Sale and Leaseback Transaction.

Current wording

Gain on sale of assets. During the nine months ended September 30, 2026, the Company recognized a gain of $13.7 million related to the Sale and Leaseback Transaction.