Form 8-K

8-K — Commercial Vehicle Group, Inc.

Accession: 0001628280-26-055322

Filed: 2026-08-10

Period: 2026-08-06

CIK: 0001290900

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cvgi-20260806.htm (Primary)

EX-10.01 (exhibit1001offerletterangi.htm)

EX-99.1 (exhibit99-1angieolearycfof.htm)

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8-K

8-K (Primary)

Filename: cvgi-20260806.htm · Sequence: 1

cvgi-20260806

0001290900FALSE00012909002026-03-262026-04-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 6, 2026

Commercial Vehicle Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-34365 41-1990662

(State or other jurisdiction (Commission (I.R.S. Employer

of incorporation) File Number) Identification No.)

7800 Walton Parkway, New Albany, Ohio

43054

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 614-289-5360

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.01 per share CVGI The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On August 6, the Board of Directors of Commercial Vehicle Group, Inc. (the “Company”) promoted Angie O’Leary, age 45, to EVP, Chief Financial Officer, effective immediately.

Since March 2026, Ms. O'Leary has served as Interim Chief Financial Officer, and prior to that, since December 2020, served as the Company’s Senior Vice President, Corporate Controller and Chief Accounting Officer. Prior to joining the Company, Ms. O’Leary held several leadership roles at Vertiv Holdings Co from May 2017 to December 2020, including Interim Corporate Controller. Earlier in her career, Ms. O’Leary held several roles at Deloitte & Touche LLP beginning in January 2004, culminating in the role of Senior Manager – Audit, from August 2010 to May 2017.

In 2003, Ms. O’Leary obtained a Bachelor of Science degree in Business Administration and a Master of Accounting from The Ohio State University. Ms. O’Leary has been a Certified Public Accountant (active status) since 2005.

In connection with Ms. O’Leary’s appointment as Chief Financial Officer, the compensation committee of the board of directors of the Company approved Ms. O’Leary’s compensation as follows: base salary $425,000, target bonus percentage of 65% of her base salary, long-term incentive award opportunity of no less than 120% of annual base salary beginning in 2027, and severance payment upon change in control of the Company equal to 12 months.

A copy of Ms. O’Leary’s offer letter is attached hereto as Exhibit 10.01 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to such offer letter.

There are no family relationships between Ms. O’Leary and any director or executive officer of the Company, and there are no transactions between Ms. O’Leary and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On August 10, 2026, the Company issued a press release announcing the promotion of Ms. O’Leary to EVP, Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 is being furnished pursuant to Regulation FD and no part shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No Exhibit Description

10.01

Offer Letter of Ms. O’Leary, dated August 6, 2026.

99.1

Press Release dated August 10, 2026.

104 Cover Page Interactive Data File (embedded in the cover page form).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMMERCIAL VEHICLE GROUP, INC.

August 10, 2026

By:

/s/ Aneezal H. Mohamed

Name:

Aneezal H. Mohamed

Title:

Chief Legal Officer

EX-10.01

Filename: exhibit1001offerletterangi.htm · Sequence: 2

Document

Exhibit 10.1

August 6, 2026

Ms. Angie O’Leary

Via Email: Angie.O’Leary@cvgrp.com

Dear Angie:

On behalf of Commercial Vehicle Group, Inc. ("CVG"), I am pleased to confirm your promotion to the position of Executive Vice President and Chief Financial Officer. This appointment reflects the confidence that the Board of Directors, CEO, and executive leadership team have in your ability to lead our global finance organization and contribute to CVG's continued success. This letter summarizes the terms of your promotion and supersedes all prior discussions, representations, or offers, whether verbal or written. The details of the terms are set forth below.

Job Title: Executive Vice President & Chief Financial Officer. This position is based in our New Albany, Ohio headquarters location.

Start Date: Thursday, August 6, 2026.

Reports to: James R. Ray, President and Chief Executive Officer

Salary: $425,000 annualized. This is a salaried exempt position as defined by the Fair Labor Standards Act.

Annual Review: Performance and executive compensation reviews are expected to take place annually, generally in the first quarter; market adjustments are made as warranted based on, among others, the executive benchmark data. Merit increases and adjustments are subject to review and approval by the Compensation Committee of the Board of Directors (the “Compensation Committee”).

Management You will be eligible to participate in CVG's Annual Incentive Plan ("AIP") with a target award

Performance Bonus: opportunity equal to 65% of your annual base salary. The current AIP performance measures are financial in nature and are based on Revenue, Operating Income Margin, and Free Cash Flow performance. Actual payouts may range from 0% to 200% of target, depending on the Company's performance against established goals.

Your 2026 AIP award will be calculated on a prorated basis based on the period of time served in each position during 2026 and the applicable base salary and target incentive opportunity associated with each position: three (3) months as Chief Accounting Officer, four (4) months as Interim Chief Financial Officer, and five (5) months as Executive Vice President and Chief Financial Officer. Any payout remains subject to the terms and conditions of the AIP and achievement of applicable performance goals.

Long Term Incentives: You will be eligible to receive equity and other long-term incentive awards under any long-term incentive plan or program adopted by the Company from time to time for which senior executives are generally eligible. Participation in, and the level of any award under, such plans or programs shall be determined by the Compensation Committee in its sole discretion.

The target award opportunity and award design are reviewed and established annually by the Compensation Committee. Awards may consist of both time-based and performance-based components, including, but not limited to, restricted stock or restricted stock units that vest ratably over a three-year period and a cash- or stock-settled performance award that is generally subject

to a three-year performance and vesting period. The current performance-based component is tied to the achievement of annual EBITDA objectives and stock price performance.

Subject to annual review and approval by the Compensation Committee, your target long-term incentive award opportunity will be no less than 120% of your annual base salary for each calendar year beginning in 2027. All awards shall remain subject to the terms and conditions of the applicable incentive plan and award agreement.

Vacation: Four (4) weeks of vacation per calendar year. Vacation is earned and must be used within each calendar year.

Personal Days: You will be eligible for three (3) paid personal days per calendar year paid in accordance with company policy.

Holidays: Ten, paid in accordance with our annual observation calendar.

Benefits: Medical, Dental and Vision insurance is available for you and your eligible dependents. CVG also offers supplemental critical care, accident, and hospital indemnity insurance. These benefits can be purchased at group rates at your expense. In some instances, evidence of insurability is required for supplemental coverage.

Group life insurance coverage equal to three (3) times your base salary is provided at no cost to you and with no medical exam required. CVG also offers a supplemental life insurance benefit that can be purchased at group rates at your expense. In some instances, evidence of insurability is required for supplemental coverage.

Short term disability (STD) coverage provides disability pay at 100% of your base salary for the first two weeks of an eligible disability and up to an additional 24 weeks at 60% of base salary. Long term disability (LTD) coverage takes effect following the exhaustion of your STD coverage.

401(k) Savings Plan: The Company matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. All matching dollars vest immediately under the Plan.

Restrictive Covenants: You are not eligible to sell CVGI shares until you have achieved the required hold limit, except that the forfeiture of shares for purposes of satisfying income tax liability associated with vesting shares is permitted regardless of progress against the hold limit. The hold limit for the position of Executive Vice President and Chief Financial Officer is three times (3x) annual base pay.

You are also subject to a twelve-month non-competition, non-solicitation covenant as will be further described in your Change in Control Agreement.

Sincerely, Accepted and acknowledged by:

/s/ James R. Ray

James R. Ray /s/ Angie O’Leary 8/6/2026

President and Chief Executive Officer Angie O’Leary Date

Commercial Vehicle Group, Inc.

EX-99.1

Filename: exhibit99-1angieolearycfof.htm · Sequence: 3

Document

Exhibit 99.1

Commercial Vehicle Group Appoints Angie O'Leary Chief Financial Officer

NEW ALBANY, Ohio, Aug. 10, 2026 (Globe Newswire) – Commercial Vehicle Group, Inc. (NASDAQ: CVGI), a diversified industrial products and services company, today announced that its Board of Directors has appointed Angie O'Leary as Executive Vice President and Chief Financial Officer, effective August 6, 2026.

Ms. O'Leary has served as Interim Chief Financial Officer since March 2026 and previously held the positions of Senior Vice President, Corporate Controller and Chief Accounting Officer. She brings extensive financial leadership experience and deep knowledge of CVG's global operations, financial organization, and strategic priorities.

"Since stepping into the interim CFO role, Angie has demonstrated exceptional leadership, financial expertise and a strong commitment to our business," said James Ray, President and Chief Executive Officer of CVG. "Her performance over the past several months has reinforced our confidence in her ability to lead our finance organization and help drive CVG's long-term success. We are pleased to appoint Angie as our permanent Chief Financial Officer.”

Ms. O'Leary joined CVG in 2020 and has served in several key finance leadership positions. Throughout her tenure, she has played an important role in strengthening the company's financial processes, supporting strategic initiatives and helping position CVG for sustainable growth.

"I am honored by the Board's confidence and excited to continue serving as CVG's Chief Financial Officer," said Ms. O'Leary. "CVG has a talented global team, strong customer relationships and significant opportunities ahead. I look forward to partnering with James, our leadership team, and colleagues around the world as we continue executing our strategy and creating value for our stakeholders.”

As Chief Financial Officer, Ms. O'Leary will continue to oversee the company's global finance organization, including financial planning and analysis, accounting, treasury, tax, investor relations and financial reporting.

About CVG

Commercial Vehicle Group, Inc. and its subsidiaries, is a global provider of systems, assemblies and components to global commercial vehicle markets and electric vehicle markets. We deliver real solutions to complex design, engineering, and manufacturing problems while creating positive change for our customers, industries, and communities we serve. Information about the Company and its products is available on the internet at www.cvgrp.com.

Investor Relations Contact: Media Contact:

Ross Collins or Nathan Skown Patrick Woolford

Alpha IR Group Director, Communications

CVGI@alpha-ir.com Patrick.Woolford@cvgrp.com

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7800 Walton Parkway

Entity Address, City or Town

New Albany

Entity Address, State or Province

Entity Address, Postal Zip Code

43054

City Area Code

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Local Phone Number

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