Form 8-K/A

8-K/A — Commercial Vehicle Group, Inc.

Accession: 0001628280-26-073427

Filed: 2026-11-12

Period: 2026-10-30

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/A — cvgi-20261030.htm (Primary)

EX-10.1 (exhibit101inducementrsa.htm)

EX-10.2 (exhibit102performancebased.htm)

EX-10.3 (exhibit103-initialltirestr.htm)

EX-10.4 (exhibit104-initialltiperfo.htm)

EX-99.1 (exhibit991-prinducement8xk.htm)

GRAPHIC (image_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: cvgi-20261030.htm · Sequence: 1

cvgi-20261030

0001290900FALSE00012909002026-03-262026-12-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 30, 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. ¨

EXPLANATORY NOTE

On November 2, 2026, Commercial Vehicle Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) reporting, among other things, the appointment of David Ruppel as President and Chief Executive Officer of the Company effective November 9, 2026 (the “Start Date”) and the make-whole equity awards and initial long-term incentive award to be granted to Mr. Ruppel on the Start Date as material inducements to his acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Awards”). As disclosed in the Original Report, the number of shares subject to the Inducement Awards was to be determined on November 9, 2026. This Amendment No. 1 to the Original Report is being filed to report the number of shares subject to the Inducement Awards and to file the award agreements evidencing the Inducement Awards. Except as set forth herein, this Amendment No. 1 does not amend or update the Original Report.

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

On the Start Date, the Company granted the Inducement Awards to Mr. Ruppel on the terms described in the Original Report. Based on the closing prices of the Company’s common stock ($3.22 per share) and Littelfuse, Inc. common stock ($385.63 per share) on November 9, 2026, and in accordance with the conversion methodology described in the Original Report, the Inducement Awards consist of:

•make-whole awards consisting of (i) 611,481 restricted shares of the Company’s common stock, which vest 50% on each of November 9, 2027 and November 9, 2028, and (ii) 384,552 performance shares at target (up to 769,104 shares at maximum), which may be earned based on the Company’s relative total shareholder return for the performance period from January 1, 2027 through December 31, 2028; and

•an initial long-term incentive award consisting of (i) 198,757 restricted shares of the Company’s common stock, which vest in three substantially equal annual installments on March 31, 2028, March 31, 2029 and March 31, 2030, and (ii) 298,136 performance shares at target (up to 596,272 shares at maximum), which may be earned based on performance for the performance period from January 1, 2027 through December 31, 2029.

In the aggregate, the Inducement Awards cover 2,175,614 shares of the Company’s common stock, assuming maximum performance under the performance share awards.

The foregoing description of the Inducement Awards is qualified in its entirety by reference to the full text of the award agreements evidencing the Inducement Awards, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Amendment No. 1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On November 12, 2026, the Company issued a press release announcing the grant of the Inducement Awards in accordance with Nasdaq Listing Rule 5635(c)(4). A copy of the press release is furnished as Exhibit 99.1 to this Amendment No. 1 and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

10.1+

Inducement Restricted Stock Agreement (Make-Whole Award), dated November 9, 2026, between Commercial Vehicle Group, Inc. and David Ruppel.

10.2+

Performance-Based Restricted Stock Award Agreement (Make-Whole Award), dated November 9, 2026, between Commercial Vehicle Group, Inc. and David Ruppel.

10.3+

Inducement Restricted Stock Agreement (Initial Long-Term Incentive Award), dated November 9, 2026, between Commercial Vehicle Group, Inc. and David Ruppel.

10.4+

Performance-Based Restricted Stock Award Agreement (Initial Long-Term Incentive Award), dated November 9, 2026, between Commercial Vehicle Group, Inc. and David Ruppel.

99.1*

Press Release dated November 12, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Management contract or compensatory plan or arrangement.

* Furnished herewith.

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.

November 12, 2026 By: /s/ Aneezal H. Mohamed

Name: Aneezal H. Mohamed

Title: Chief Legal Officer

EX-10.1

Filename: exhibit101inducementrsa.htm · Sequence: 2

Document

Exhibit 10.1

INDUCEMENT RESTRICTED STOCK AGREEMENT

THIS INDUCEMENT RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of November 9, 2026, between Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), and David Ruppel (“Grantee”).

WHEREAS, the Grantee has accepted employment with the Company as its President and Chief Executive Officer, commencing on November 9, 2026, pursuant to the offer letter between the Company and the Grantee dated October 30, 2026 (the “Offer Letter”), and in connection therewith has forfeited certain unvested equity awards granted to the Grantee by his prior employer, Littelfuse, Inc. (“Littelfuse”); and

WHEREAS, the grant of the shares of restricted stock to the Grantee described herein in replacement of a portion of the forfeited Littelfuse awards (consisting of unvested Littelfuse restricted stock units and unvested Littelfuse stock options) (i) is a material inducement to the Grantee’s entering into employment with the Company, (ii) is being made outside of, but on terms and conditions consistent with those of restricted stock awards granted under, the Company’s Second Amended and Restated 2020 Equity Incentive Plan (the “Plan”), in reliance on the employment inducement exception under Nasdaq Listing Rule 5635(c)(4), and (iii) has been approved by the Board of Directors of the Company (the “Board”), including a majority of its independent directors, and will be administered by the Compensation Committee of the Board (the “Committee”).

NOW, THEREFORE, as an inducement award granted outside of the Plan but subject to the terms of the Plan as provided in Section 10 hereof, the Company, upon the terms and conditions set forth herein, hereby grants to the Grantee 611,481 restricted shares of Common Stock, par value $.01 (“Common Stock”), of the Company (the “Restricted Shares”) effective as of the date hereof (the “Date of Grant”), and subject to the terms and conditions of the Plan (as incorporated herein pursuant to Section 10 hereof) and the terms and conditions of this Agreement.

1.Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Plan.

2.Issuance of Shares. In consideration of the Grantee’s service as an employee of the Company, the Restricted Shares shall be issued to the Grantee, and, upon payment to the Company by the Grantee of the aggregate par value thereof, which payment shall be made within 10 days of the date hereof, shall be fully paid and non-assessable and shall be represented by a certificate or certificates issued in the name of the Grantee and endorsed with an appropriate legend referring to the restrictions hereinafter set forth.

until they have become nonforfeitable as provided in Section 4 hereof. Any purported encumbrance or disposition in violation of the provisions of this Section 3 shall be void AB INITIO, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Shares. As and when permitted by the Plan, the Committee may in its sole discretion waive the restrictions on transferability with respect to all or a portion of the Restricted Shares. Notwithstanding the foregoing, Grantee may not Transfer Restricted Shares which have become nonforfeitable as provided in Section 4 hereof unless such Restricted Shares are registered pursuant to the Securities Act of 1933 (the “Securities Act”), are sold under Rule 144 promulgated under the Securities Act or unless the Company, after consultation with counsel, and its counsel agree with Grantee that such Transfer is not required to be registered under the Securities Act.

4.Vesting of Shares.

(a)Subject to Section 5 hereof, the Restricted Shares shall vest and become nonforfeitable if the Grantee remains an employee of the Company through the vesting dates set forth below with respect to the percentage of Restricted Shares (rounded down to the nearest whole share, except that all remaining unvested Restricted Shares shall vest on the final vesting date) set forth next to such date:

Vesting Date

Percentage of Restricted Shares Vesting on such Vesting Date

November 9, 2027 50%

November 9, 2028 50%

(b)Notwithstanding the provisions of Section 4(a) above, in connection with a Change in Control, the provisions set forth in Section 13 of the Plan shall govern with respect to the acceleration of the vesting of the Restricted Shares. Notwithstanding the foregoing and Section 13 of the Plan, (i) if, within thirteen (13) months following a Change in Control, the Company terminates the Grantee’s employment other than for Cause or the Grantee terminates his employment for Good Reason (each as defined in the Change in Control & Non-Competition Agreement between the Company and the Grantee dated October 30, 2026 (the “CIC Agreement”)), all unvested Restricted Shares shall immediately vest and become nonforfeitable; and (ii) if, in connection with a Change in Control, the Company does not survive or all or substantially all of the assets of the Company are sold, and the surviving or acquiring entity does not assume the Restricted Shares or substitute an equivalent award therefor, all unvested Restricted Shares shall vest and become nonforfeitable immediately prior to such Change in Control.

(c)Notwithstanding the provisions of Section 4(a) above, the Committee may, in its sole discretion, vest or accelerate the vesting of the Restricted Shares at any time.

(d)If Grantee’s employment with the Company terminates (other than for Cause) on or after Grantee’s Rule of 70 Date, as defined below, then the Restricted Shares shall vest 180 days after grant date as long as the Grantee remains an employee on that 180th day. For this purpose, the “Rule of 70 Date” means the date that the sum of Grantee’s age plus total Service, as defined below, is equal to or greater than seventy (70), so long as Grantee’s age is equal to or greater than sixty (60).

“Service” means the aggregate number of completed years of continued employment with the Company, as conclusively determined by the Company without regard to any later determinations or findings regarding Grantee’s employment status by any third party.

5.Forfeiture of Shares. If the Grantee ceases to be an employee of the Company due to death or Disability during any period of restriction, any non-vested Restricted Shares shall immediately vest and all restrictions on the Restricted Shares shall lapse and certificate(s) representing such Restricted Shares shall be delivered by the Company reasonably promptly upon a request by the Grantee. Subject to Section 4(d), above, if the Grantee ceases to be an employee of the Company for any other reason, any non-vested Restricted Shares shall be forfeited by the Grantee and the certificate(s) representing the non-vested portion of the Restricted Shares so forfeited shall be canceled.

6.Dividend, Voting and Other Rights. Except as otherwise provided in this Agreement, from and after the Date of Grant, the Grantee shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any dividends that may be paid thereto, provided, however, that any additional Common Stock or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, recapitalization, combination of shares, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be subject to the same risk of forfeiture, certificate delivery provisions and restrictions on transfer as the forfeitable Restricted Shares in respect of which they are issued or transferred and shall become Restricted Shares for the purposes of this Agreement, and provided further that, any dividend paid with respect to unvested Restricted Shares for which an election under Section 83(b) of the Code has not been made (i) constitutes compensation income subject to all applicable tax withholding and (ii) shall be paid on or about the Vesting Date for the underlying Restricted Shares, but in any event not later than the fifteenth (15th) day of the third month of the calendar year following the Vesting Date.

7.Retention of Stock Certificate(s) by the Company. The certificate(s) representing the Restricted Shares shall be held in custody by the Company, together with a stock power in the form of Exhibit A hereto which shall be endorsed in blank by the Grantee and delivered to the Company within 10 days of the date hereof, until such shares have become nonforfeitable in accordance with Section 4. Notwithstanding the foregoing, if the Grantee has attained his or her Rule of 70 Date, the certificate(s) representing the Restricted Shares shall be released to the Grantee within 30 days of the Vesting Date with respect to such shares, and the Vesting Date(s) shall be treated as fixed dates of distribution for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, if applicable to the Restricted Shares.

8.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue or release from restrictions on transfer any Restricted Shares pursuant to this Agreement if such issuance or release would result in a violation of any such law.

available to the Company for such withholding are insufficient, the Grantee shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof. Unless Grantee elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, Grantee’s acceptance of this Agreement constitutes Grantee’s instruction and authorization to the Company to withhold on Grantee’s behalf the number of Restricted Shares from those shares issuable to Grantee under this Agreement as the Company determines to be sufficient to satisfy the Tax Withholding Obligation as and when any such Tax Withholding Obligation becomes due. Restricted Shares so surrendered by the Grantee shall be credited against any such withholding obligation at the market value (determined with reference to the then current price of the Company’s Common Stock as quoted on The Nasdaq Global Select Market) per share of such Restricted Shares on the date of such surrender.

10.Inducement Award; Conformity with Plan. The Restricted Shares are granted as an inducement material to the Grantee’s entering into employment with the Company in reliance on the employment inducement exception under Nasdaq Listing Rule 5635(c)(4), and are not granted under the Plan. The Restricted Shares shall not reduce, and shall not be counted against, the number of shares of Common Stock reserved for issuance under the Plan. Notwithstanding the foregoing, the Restricted Shares shall be subject to the terms and conditions of the Plan, which are incorporated herein by reference, as if the Restricted Shares had been granted under the Plan (other than any provision of the Plan relating to the number of shares reserved for issuance under the Plan, individual award limits or eligibility), and references in this Agreement to the Plan shall be construed accordingly. The Committee shall administer the Restricted Shares with the same authority it has with respect to awards granted under the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of this Agreement. The Grantee represents that he has not previously been an employee or director of the Company or any of its subsidiaries. By executing this Agreement, Grantee acknowledges and agrees to be bound by all of the terms of this Agreement and the Plan (as so incorporated).

11.Amendments. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and the Grantee.

12.Confidentiality.

(a)Non-use and Non-Disclosure of Confidential Information. Grantee acknowledges that the Company and its subsidiaries continually develop Confidential Information (defined below), that the Grantee may develop Confidential Information for the Company or its subsidiaries during Grantee’s employment with the Company, and that Grantee may learn of Confidential Information during the course of such employment. Grantee will comply with the policies and procedures of the Company and its subsidiaries for protecting Confidential Information and shall never use or disclose to any Person (except as required by applicable law or for the proper performance of his or her duties and responsibilities to the Company and its subsidiaries), any Confidential Information obtained by Grantee incident to his or her employment or other association with the Company or any of its subsidiaries. Grantee agrees to only use the Company’s Confidential Information as necessary to perform his or her job during employment with the Company. Grantee understands that this restriction shall continue to apply after his or her employment terminates, regardless of the reason for such termination. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Grantee, shall be the sole and exclusive property of the Company and its subsidiaries. Grantee shall

safeguard all Documents and shall surrender to the Company at the time his or her employment terminates, or at such earlier time or times as the Company may specify, all Documents then in the Grantee’s possession or control.

(b)Definitions. For purposes of this Agreement, “Confidential Information” means any and all information of the Company and its subsidiaries that is not generally known by others with whom the Company or its subsidiaries compete or do business, or with whom they plan to compete or do business and any and all information which, if disclosed by the Company or its subsidiaries, would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its subsidiaries, (ii) the Company and its subsidiaries Products (defined below), (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its subsidiaries, (iv) the identity and special needs of the customers of the Company and its subsidiaries and (v) the people and organizations with whom the Company and its subsidiaries have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its subsidiaries have received, or may receive hereafter, from others which was received by the Company or any of its subsidiaries with any understanding, express or implied, that the information would not be disclosed. For purposes of this Agreement, “Products” means all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its subsidiaries, together with all services provided or planned by the Company or any of its subsidiaries, during Grantee’s employment with the Company or any of its subsidiaries.

13.Restricted Activities. Grantee, as a condition to the Award and in consideration of Grantee’s continued employment by the Company and/or its subsidiaries, agrees that some restrictions on Grantee’s activities during and after his or her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries and agrees as follows:

(a)Noncompetition. For a period of time beginning on the date Grantee executes a copy of this Agreement and continuing for a period ending on the date which is one (1) year after Grantee’s employment terminates (the “Noncompetition Period”) Grantee shall not, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in, assist or have any active interest in a business that competes with the Company or any of its subsidiaries (“Competing Business Line”) or otherwise compete with the Company or any of its subsidiaries: (i) anywhere throughout the world; (ii) in North America; (iii) in the United States; and/or (iv) in those states of the United States in which the Company or any of its subsidiaries sells products or conducts business activities. Specifically, but without limiting the foregoing, Grantee agrees that during the Noncompetition Period, Grantee shall not: (A) undertake any planning for any business competitive with the Company or any of its subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its subsidiaries. For the purposes of this Section 13, Grantee’s undertaking shall encompass all items, products and services that may be used in substitution for Products.

(b)Conflict of Interest. Grantee agrees that, during his or her employment with the Company, he or she will not undertake any outside activity, whether or not competitive with the business of the Company or its subsidiaries that could reasonably give rise to a conflict of interest or otherwise interfere with his or her duties and obligations to the Company or any of its subsidiaries.

(c)Nonsolicitation. Grantee further agrees that while he or she is employed by the Company and during the Noncompetition Period, Grantee will not, (i) hire or attempt to hire any employee of the Company or any of its subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its subsidiaries to terminate his or her relationship with the Company or any of its subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any competing business or activity. For purposes of Grantee’s obligations hereunder during that portion of the Noncompetition Period that follows termination of Grantee’s employment, employee, independent contractor, customer or vendor of the Company or any of its subsidiaries shall mean any Person who was such at any time during the six (6) months immediately preceding the date of the termination of Grantee’s employment.

(d)Enforceability. In the event that the one (1) year period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the period shall be six (6) months or such other time as determined enforceable by such court.

14.Non-Inducement. Grantee will not directly or indirectly assist or encourage any person or entity in carrying out or conducting any activity that would be prohibited by this Agreement if such activity were carried out or conducted by Grantee.

15.Assignment of Rights to Intellectual Property. Grantee shall promptly and fully disclose all Intellectual Property (defined below) to the Company. Grantee hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) Grantee’s full right, title and interest in and to all Intellectual Property. Grantee agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. Grantee will not charge the Company for time spent in complying with these obligations. All copyrightable works that Grantee creates shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company. For purposes of this Section 15, “Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Grantee (whether alone or with others and whether or not during normal business hours or on or off the premises of the Company or any of its subsidiaries) during Grantee’s employment with the Company or any of its subsidiaries (including prior to the Date of Grant if applicable) that relate to either the Products or any prospective activity of the Company or any of its subsidiaries or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its subsidiaries.

16.Consideration and Acknowledgments. Grantee acknowledges and agrees that the covenants described in Sections 12 through 15 of this Agreement are essential terms, and the underlying Award would not be provided by the Company in the absence of these covenants. Grantee further acknowledges that these covenants are supported by adequate consideration as set forth in this Agreement, that full compliance with these covenants will not prevent Grantee from earning a livelihood following the termination of his or her employment, and that these covenants do not place undue restraint on

Grantee and are not in conflict with any public interest. Grantee acknowledges that (i) Grantee has had access to Company’s trade secrets and Confidential Information at the highest levels, including without limitation manufacturing and marketing strategy, customer strategy and lists, technical know-how, product and process research and development, and business plans, (ii) Grantee has had access to Confidential Information regarding and has been privy to discussions and strategy sessions at the highest levels of the Company regarding all aspects, business lines and product segments of the Company, and (iii) that these trade secrets and Confidential Information would inevitably be disclosed were Grantee to work for a competitor. Grantee further acknowledges and agrees that Grantee fully understands these covenants, has had full and complete opportunity to discuss and resolve any ambiguities or uncertainties regarding these covenants before signing this Agreement, that these covenants are reasonable and enforceable in every respect, and has voluntarily agreed to comply with these covenants for their stated term. Grantee agrees that in the event he or she is offered employment with a competing business at any time in the future, Grantee shall immediately notify the competing business of the existence of the covenants set forth above.

17.Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

18.Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee and the successors and assigns of the Company.

19.Notices. Any notice to the Company provided for herein shall be in writing to the attention of the Secretary of the Company at Commercial Vehicle Group, Inc., 7800 Walton Parkway, New Albany, Ohio 43054, and any notice to the Grantee shall be addressed to the Grantee at his or her address currently on file with the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when hand delivered, or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service, addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified, except that notices of changes of address shall be effective only upon receipt.

20.No Right to Continued Employment or Service. Nothing in this Agreement shall confer upon the Grantee any right to continued employment or other service with the Company or its Subsidiaries, or to interfere in any way with the right of the Company or its Subsidiaries to terminate the Grantee’s employment or other service at any time and for any reason (or no reason).

21.Entire Agreement. This Agreement is subject to all of the terms, conditions and provisions of the Plan (as incorporated herein pursuant to Section 10 hereof), including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. This Agreement may be amended or modified only by a written instrument executed by the Company and the Grantee. To the extent there are any conflicts between provisions of this Agreement and any applicable

employment agreement (including the Offer Letter) entered into between Grantee and the Company or its subsidiaries, the provisions of such employment agreement shall govern and nothing in this Agreement shall in any way amend, supersede or otherwise change any provisions or rights contained in such employment agreement.

22.Governing Law. The laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof, shall govern the interpretation, performance and enforcement of this Agreement.

* * * * *

IN WITNESS WHEREOF, this Agreement is effective as of the date set forth above.

ACKNOWLEDGED AND AGREED: COMMERCIAL VEHICLE GROUP, INC.

_/s/ David Ruppel______________________ __/s/ Aneezal Mohamed________________

Signature of Employee - Grantee Signature of Company Representative

__David Ruppel_________________________ _Aneezal Mohamed___________________

Printed Name Printed Name

_Chief Legal Officer___________________

Title

EXHIBIT A

FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, _________________, hereby sells, assigns and transfers unto _________________________________, ____ shares of the Common Stock, par value $0.01 per share, of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”) standing in its name on the books of said Company represented by Certificate Number ____, and does hereby irrevocably constitute and appoint ________________ as attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Date: ___________________

Employee Name

EX-10.2

Filename: exhibit102performancebased.htm · Sequence: 3

Document

Exhibit 10.2

COMMERCIAL VEHICLE GROUP, INC.

PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT (MAKE-WHOLE AWARD)

BASED ON Relative TSR

David Ruppel (the “Grantee”) is granted, effective as of November 9, 2026 (the “Date of Grant”), a performance award (the “Award”) of 384,552 performance shares at target (the “Target Award”), with a potential payout in the form of shares of Company common stock ranging from 0% to 200% of the Target Award, as set forth below, subject to the terms and conditions of this Agreement and, as provided under “Inducement Award; Relationship to Plan” below, the Second Amended and Restated 2020 Equity Incentive Plan (the “Plan”) of Commercial Vehicle Group, Inc. (the “Company”). To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of this Agreement shall govern. Any term not defined herein shall have the meaning assigned to such term in the Plan.

Inducement Award; Relationship to Plan. The Award is granted as an inducement material to the Grantee’s entering into employment with the Company, in replacement of a portion of the unvested equity awards granted to the Grantee by his prior employer, Littelfuse, Inc., that were forfeited in connection with his commencement of employment with the Company, in reliance on the employment inducement exception under Nasdaq Listing Rule 5635(c)(4), and was approved by the Board of Directors of the Company, including a majority of its independent directors, on October 30, 2026. The Award is not granted under the Plan, and the shares of Company common stock issuable in settlement of the Award shall not reduce, and shall not be counted against, the number of shares reserved for issuance under the Plan. Notwithstanding the foregoing, the Award shall be subject to the terms and conditions of the Plan, which are incorporated herein by reference, as if the Award had been granted under the Plan (other than any provision of the Plan relating to the number of shares reserved for issuance under the Plan, individual award limits or eligibility), and references in this Agreement to the Plan shall be construed accordingly. The Committee shall administer the Award with the same authority it has with respect to awards granted under the Plan. The Grantee represents that he has not previously been an employee or director of the Company or any of its Subsidiaries.

1.Earning Stock Awards:

The Award provides for the Grantee to earn performance shares based on achievement against relative Total Shareholder Return (“TSR”) performance. The award will be measured and earned in accordance with the applicable performance goals set forth below.

Relative TSR Performance. The total Award opportunity will be based on the Company’s relative Total Shareholder Return (“TSR”) performance as compared to the Peer Group over the period beginning January 1, 2027, and ending December 31, 2028 (the “TSR Performance Period” or the “Performance Period”). The number of performance shares earned with respect to the relative TSR will be determined based on the Company’s relative TSR ranking during the TSR Performance Period in accordance with the performance schedule set forth below.

For purposes of the comparison to the Peer Group, if a company in the Peer Group ceases to be traded on a national securities exchange before the end of the TSR Performance Period, the Committee may make such adjustments to the Peer Group and applicable performance measurements as it determines to be fair and appropriate.

The percentage of the Target Award earned based on the Company’s relative TSR ranking over the Performance Period is set forth below.

Total Shareholder Return Ranking over Performance Period Percent of Target Award1

>75th Percentile

200% of Target

50th Percentile

100% of Target

25th Percentile

50% of Target

<25th Percentile

No Payout

Payout for relative TSR performance between the 25th and 50th percentiles, or between the 50th and 75th percentiles, will be determined by straight-line interpolation, and in no event will the payout exceed 200% of the Target Award.

Conditions for Stock Payout

•Performance Achievement. The number of performance shares earned will equal the sum of the performance shares earned under the relative TSR.

•Continued Employment. Except as otherwise provided in this Agreement or the Plan, the Grantee must remain an employee through December 31, 2028. Following completion of the performance periods, the Compensation Committee of the Board of Directors of the Company (the “Committee”) will determine and certify the level of achievement under each performance component. Any performance shares earned will be settled in shares of Company common stock as soon as administratively practicable following the Committee’s determination, and in no event will settlement occur later than March 15, 2029.

(a)Committee Authority. The Committee shall in good faith make all determinations necessary or appropriate to determine whether the performance conditions hereunder have been satisfied. The Committee’s determinations shall be final, binding and conclusive upon all parties, absent manifest error or bad faith.

(b)Forfeiture of Unearned Award. Any portion of the Award hereunder that does not become earned in accordance with the provisions of this Agreement shall be automatically forfeited and cancelled at no value without any consideration being paid therefore and otherwise without any further action of the Company whatsoever.

2.Termination:

(a)General. Except as provided in Section 2(b) hereof, or unless otherwise determined by the Committee in its sole discretion, in the event of the Grantee’s termination of employment or other service with the Company and its Subsidiaries for any reason prior to the expiration of the Performance Period, the Award hereunder shall be automatically forfeited and cancelled as of the date of such termination without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. In the event of the Grantee’s termination of employment or other service with the Company and its Subsidiaries for any reason on or following expiration of the Performance Period, the Grantee shall retain the right to receive payment of the Award hereunder in accordance with the provisions of Section 1 hereof, provided that upon a termination for Cause at any time prior to payment of the Award hereunder, the Award shall be automatically forfeited and cancelled for no value without any consideration being paid therefore and otherwise without any further action of the Company whatsoever.

1 Maximum payout will be 200% of the Target Award, Target payout will be 100% of the Target Award, and Threshold payout will be 50% of the Target Award.

(b)Rule of 70. If Grantee’s employment with the Company terminates (other than for Cause) prior to the expiration of the Performance Period and on or after Grantee’s Rule of 70 Date, as defined below, then the Award shall be earned on a pro-rata basis and paid based on each measurement calculated through the end of the Performance Period, as if the Grantee remained an active employee of the Company. For this purpose, the “Rule of 70 Date” means the date that the sum of the Grantee’s age plus total Service, as defined below, is equal to or greater than seventy (70), so long as Grantee’s age is equal to or greater than 60. “Service” means the aggregate number of completed years of continued employment with the Company, as conclusively determined by the Company without regard to any later determinations or findings regarding Grantee’s employment status by any third party.

(c)Expiration of Performance Period on Change in Control. Notwithstanding any other provision herein to the contrary, in the event of a Change in Control prior to the expiration of the Performance Period, the Award shall be earned based on the TSR calculated through the day prior to closing date of the Change in Control (which date shall be deemed the end of the Performance Period in such event), provided, however, the Award earned and paid shall be the greater of the Target Award or the amount set forth in the chart in Section 1 above if performance is above the Target Award. Any performance shares earned under this Section 2(c) shall be fully vested as of the Change in Control and shall be settled within thirty (30) days following the Change in Control.

3.Confidentiality.

(b)Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” means any and all information of the Company and its subsidiaries that is not generally known by others with whom the Company or its subsidiaries compete or do business, or with whom they plan to compete or do business and any and all information which, if disclosed by the Company or its subsidiaries, would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its subsidiaries, (ii) the Company and its subsidiaries Products (defined below), (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its subsidiaries, (iv) the identity and special needs of the customers of the Company and its subsidiaries and (v) the people and organizations with whom the Company and its subsidiaries have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its subsidiaries have received, or may receive hereafter, from others which was received by the Company or any of its subsidiaries with any understanding, express or implied, that the information would not be disclosed. For purposes of this Agreement, “Products” means all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its subsidiaries, together with all services provided or planned by the Company or any of its subsidiaries, during Grantee’s employment with the Company or any of its subsidiaries.

during and after his or her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries and agrees as follows:

(a)Noncompetition. For a period of time beginning on the date Grantee executes a copy of this Agreement and continuing for a period ending on the date which is one (1) year after Grantee’s employment terminates (the “Noncompetition Period”) Grantee shall not, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in, assist or have any active interest in a business that competes with the Company or any of its subsidiaries (“Competing Business Line”) or otherwise compete with the Company or any of its subsidiaries: (i) anywhere throughout the world; (ii) in North America; (iii) in the United States; and/or (iv) in those states of the United States in which the Company or any of its subsidiaries sells products or conducts business activities. Specifically, but without limiting the foregoing, Grantee agrees that during the Noncompetition Period, Grantee shall not: (A) undertake any planning for any business competitive with the Company or any of its subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its subsidiaries. For the purposes of this Section 4, Grantee’s undertaking shall encompass all items, products and services that may be used in substitution for Products.

(c)Non-solicitation. Grantee further agrees that while he or she is employed by the Company and during the Noncompetition Period, Grantee will not, (i) hire or attempt to hire any employee of the Company or any of its subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its subsidiaries to terminate his or her relationship with the Company or any of its subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any competing business or activity. For purposes of Grantee’s obligations hereunder during that portion of the Noncompetition Period that follows termination of Grantee’s employment, employee, independent contractor, customer or vendor of the Company or any of its subsidiaries shall mean any Person who was such at any time during the six (6) months immediately preceding the date of the termination of Grantee’s employment.

(d)Enforceability. In the event that the one (1) year period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the period shall be six (6) months, or such other time as determined enforceable by such court.

5.Non-Inducement. Grantee will not directly or indirectly assist or encourage any person or entity in carrying out or conducting any activity that would be prohibited by this Agreement if such activity were carried out or conducted by Grantee.

6.Assignment of Rights to Intellectual Property. Grantee shall promptly and fully disclose all Intellectual Property (defined below) to the Company. Grantee hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) Grantee’s full right, title and interest in and to all Intellectual Property. Grantee agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. Grantee will not charge the Company for time spent complying with these obligations. All copyrightable works that Grantee creates shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company. For purposes of this Section 6, “Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Grantee (whether alone or with others and whether or not during normal business hours or on or off the premises of the Company or any of its subsidiaries) during Grantee’s employment with the Company or any of its subsidiaries (including prior to the Date of Grant if applicable) that relate to either the Products or any prospective activity of the Company or any of its subsidiaries or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its subsidiaries.

7.Consideration and Acknowledgments. Grantee acknowledges and agrees that the covenants described in Sections 3 through 6 of this Agreement are essential terms, and the underlying Award would not be provided by the Company in the absence of these covenants. Grantee further acknowledges that these covenants are supported by adequate consideration as set forth in this Agreement, that full compliance with these covenants will not prevent Grantee from earning a livelihood following the termination of his or her employment, and that these covenants do not place undue restraint on Grantee and are not in conflict with any public interest. Grantee acknowledges that (i) Grantee has had access to Company’s trade secrets and Confidential Information at the highest levels, including without limitation manufacturing and marketing strategy, customer strategy and lists, technical know-how, product and process research and development, and business plans, (ii) Grantee has had access to Confidential Information regarding and has been privy to discussions and strategy sessions at the highest levels of the Company regarding all aspects, business lines and product segments of the Company, and (iii) that these trade secrets and Confidential Information would inevitably be disclosed were Grantee to work for a competitor. Grantee further acknowledges and agrees that Grantee fully understands these covenants, has had full and complete opportunity to discuss and resolve any ambiguities or uncertainties regarding these covenants before signing this Agreement, that these covenants are reasonable and enforceable in every respect, and has voluntarily agreed to comply with these covenants for their stated term. Grantee agrees that in the event he or she is offered employment with a competing business at any time in the future, Grantee shall immediately notify the competing business of the existence of the covenants set forth above.

8.No Assignments: This Agreement is personal to the Grantee. The Grantee shall not assign, transfer or delegate any right or obligation hereunder without first obtaining the written consent of the Company.

9.Withholding Taxes: The Company may withhold any and all amounts payable to the Grantee hereunder such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

10.Governing Law: This Agreement shall be governed by, and construed under and in accordance with, the internal laws of the State of Delaware, without reference to rules relating to conflicts of laws.

11.Other Benefits: The Award is an incentive award and shall not be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive pension, retirement, insurance or other employee benefit plan of the Company, unless such plan or agreement expressly provides otherwise.

12.No Right to Continued Employment or Service: Nothing in this Agreement shall confer upon the Grantee any right to continued employment or other service with the Company or its Subsidiaries, or to interfere in any way with the right of the Company or its Subsidiaries to terminate the Grantee’s employment or other service at any time and for any reason (or no reason).

13.Unfunded Benefit: The Award shall not be deemed to create a trust or other funded arrangement. The Grantee’s rights with respect to the Award shall be those of a general unsecured creditor of the Company, and under no circumstances shall the Grantee have any other interest in any asset of the Company by virtue of the grant of the Award. Notwithstanding the foregoing, the Company shall have the right (but not the obligation) to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations with respect to the Award.

14.Code Section 409A Compliance: Although the Company makes no guarantee with respect to the tax treatment of payment of the Award hereunder and shall not be responsible in any event with regard to non-compliance with Section 409A of the Code and the treasury regulations and other official guidance promulgated thereunder, this Agreement is intended to either comply with, or be exempt from, the requirements of Section 409A of the Code. To the extent that this Agreement is not exempt from the requirements of Section 409A of the Code, this Agreement is intended to comply with the requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company be liable for any additional tax, interest, income inclusion or other penalties that may be imposed on the Grantee by Section 409A of the Code or for damages for failing to comply with Section 409A of the Code.

employment agreement (including the offer letter between the Company and the Grantee dated October 30, 2026) entered into between Grantee and the Company or its subsidiaries, the provisions of such employment agreement shall govern and nothing in this Agreement shall in any way amend, supersede or otherwise change any provisions or rights contained in such employment agreement.

Recoupment: The Grantee’s rights with respect to the Award hereunder shall in all events be subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with the Grantee, and (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

ACKNOWLEDGED AND AGREED: COMMERCIAL VEHICLE GROUP, INC.

_/s/ David Ruppel______________________ __/s/ Aneezal Mohamed_________________

Signature of Employee - Grantee Signature of Company Representative

__David Ruppel_________________________ _Aneezal Mohamed____________________

Printed Name Printed Name

_Chief Legal Officer____________________

Title

EX-10.3

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Exhibit 10.3

INDUCEMENT RESTRICTED STOCK AGREEMENT

WHEREAS, the grant of the shares of restricted stock to the Grantee described herein as the Grantee’s initial long-term incentive award (i) is a material inducement to the Grantee’s entering into employment with the Company, (ii) is being made outside of, but on terms and conditions consistent with those of restricted stock awards granted under, the Company’s Second Amended and Restated 2020 Equity Incentive Plan (the “Plan”), in reliance on the employment inducement exception under Nasdaq Listing Rule 5635(c)(4), and (iii) has been approved by the Board of Directors of the Company (the “Board”), including a majority of its independent directors, and will be administered by the Compensation Committee of the Board (the “Committee”).

NOW, THEREFORE, as an inducement award granted outside of the Plan but subject to the terms of the Plan as provided in Section 10 hereof, the Company, upon the terms and conditions set forth herein, hereby grants to the Grantee 198,757 restricted shares of Common Stock, par value $.01 (“Common Stock”), of the Company (the “Restricted Shares”) effective as of the date hereof (the “Date of Grant”), and subject to the terms and conditions of the Plan (as incorporated herein pursuant to Section 10 hereof) and the terms and conditions of this Agreement.

1.Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Plan.

3.Restrictions on Transfer of Shares. The Restricted Shares may not be sold, assigned, transferred, conveyed, pledged, exchanged or otherwise encumbered or disposed of (each, a “Transfer”) by the Grantee, except to the Company, unless and until they have become nonforfeitable as provided in Section 4 hereof. Any purported encumbrance or disposition in violation of the provisions of this Section 3 shall be void AB INITIO, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Shares. As and when permitted by the Plan, the

Committee may in its sole discretion waive the restrictions on transferability with respect to all or a portion of the Restricted Shares. Notwithstanding the foregoing, Grantee may not Transfer Restricted Shares which have become nonforfeitable as provided in Section 4 hereof unless such Restricted Shares are registered pursuant to the Securities Act of 1933 (the “Securities Act”), are sold under Rule 144 promulgated under the Securities Act or unless the Company, after consultation with counsel, and its counsel agree with Grantee that such Transfer is not required to be registered under the Securities Act.

4.Vesting of Shares.

Vesting Date

Percentage of Restricted Shares Vesting on such Vesting Date

March 31, 2028 33⅓%

March 31, 2029 33⅓%

March 31, 2030 33⅓%

(c)Notwithstanding the provisions of Section 4(a) above, the Committee may, in its sole discretion, vest or accelerate the vesting of the Restricted Shares at any time.

later determinations or findings regarding Grantee’s employment status by any third party.

9.Withholding Taxes. If the Company shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Restricted Shares or other securities pursuant to this Agreement, including any employment taxes (collectively, the “Tax Withholding Obligation”), and the amounts available to the Company for such withholding are insufficient, the Grantee shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof.

Unless Grantee elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, Grantee’s acceptance of this Agreement constitutes Grantee’s instruction and authorization to the Company to withhold on Grantee’s behalf the number of Restricted Shares from those shares issuable to Grantee under this Agreement as the Company determines to be sufficient to satisfy the Tax Withholding Obligation as and when any such Tax Withholding Obligation becomes due. Restricted Shares so surrendered by the Grantee shall be credited against any such withholding obligation at the market value (determined with reference to the then current price of the Company’s Common Stock as quoted on The Nasdaq Global Select Market) per share of such Restricted Shares on the date of such surrender.

11.Amendments. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and the Grantee.

12.Confidentiality.

employment terminates, or at such earlier time or times as the Company may specify, all Documents then in the Grantee’s possession or control.

* * * * *

IN WITNESS WHEREOF, this Agreement is effective as of the date set forth above.

ACKNOWLEDGED AND AGREED: COMMERCIAL VEHICLE GROUP, INC.

_/s/ David Ruppel______________________ __/s/ Aneezal Mohamed________________

Signature of Employee - Grantee Signature of Company Representative

__David Ruppel_________________________ _Aneezal Mohamed___________________

Printed Name Printed Name

_Chief Legal Officer___________________

Title

EXHIBIT A

FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE

Date: ___________________

Employee Name

EX-10.4

Filename: exhibit104-initialltiperfo.htm · Sequence: 5

Document

Exhibit 10.4

COMMERCIAL VEHICLE GROUP, INC.

PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT (INITIAL LONG-TERM INCENTIVE AWARD)

BASED ON 2027 EXECUTIVE AWARD PERFORMANCE METRICS

David Ruppel (the “Grantee”) is granted, effective as of November 9, 2026 (the “Date of Grant”), a performance award (the “Award”) of 298,136 performance shares at target (the “Target Award”), with a potential payout in the form of shares of Company common stock ranging from 0% to 200% of the Target Award, as set forth below, subject to the terms and conditions of this Agreement and, as provided under “Inducement Award; Relationship to Plan” below, the Second Amended and Restated 2020 Equity Incentive Plan (the “Plan”) of Commercial Vehicle Group, Inc. (the “Company”). To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of this Agreement shall govern. Any term not defined herein shall have the meaning assigned to such term in the Plan.

Inducement Award; Relationship to Plan. The Award is granted as an inducement material to the Grantee’s entering into employment with the Company, in reliance on the employment inducement exception under Nasdaq Listing Rule 5635(c)(4), and was approved by the Board of Directors of the Company, including a majority of its independent directors, on October 30, 2026. The Award is not granted under the Plan, and the shares of Company common stock issuable in settlement of the Award shall not reduce, and shall not be counted against, the number of shares reserved for issuance under the Plan. Notwithstanding the foregoing, the Award shall be subject to the terms and conditions of the Plan, which are incorporated herein by reference, as if the Award had been granted under the Plan (other than any provision of the Plan relating to the number of shares reserved for issuance under the Plan, individual award limits or eligibility), and references in this Agreement to the Plan shall be construed accordingly. The Committee shall administer the Award with the same authority it has with respect to awards granted under the Plan. The Grantee represents that he has not previously been an employee or director of the Company or any of its Subsidiaries.

1.Earning Stock Awards; Conformity to 2027 Executive Awards:

The Award is intended to have the same performance terms as the performance share awards granted to the Company’s other executive officers under the Company’s 2027 long-term incentive program (the “2027 Executive Awards”). As of the Date of Grant, the performance measures, weightings and goals for the 2027 Executive Awards have not been established. Each performance metric established for the 2027 Executive Awards will represent the percentage of the total Award opportunity specified for that metric in the 2027 Executive Awards and will be measured and earned in accordance with the Performance Terms (as defined below).

Conformity to 2027 Executive Awards. The performance measures, relative weightings, annual and cumulative performance goals (including threshold, target and maximum performance levels and the corresponding payout percentages), peer group, interpolation and other payout methodology applicable to the Award (collectively, the “Performance Terms”) shall be the same as those established by the Committee for the 2027 Executive Awards, which the Committee is expected to establish in March or April 2027. Such Performance Terms shall apply to the Award automatically upon their establishment, without further action by the Company or the Grantee, and the Company shall provide the Grantee with a written schedule of the Performance Terms, which shall be attached hereto as Appendix A and form part of this Agreement. To the extent the Performance Terms established for the 2027 Executive Awards differ from the description of the performance metrics in this Section 1, the Performance Terms established for the 2027 Executive Awards shall control. The establishment of the Performance Terms shall constitute the implementation of the terms of the Award as granted on the Date of Grant and shall not change the Target Award, the Date of Grant, the Performance Period, the vesting date or the range of potential payout of 0% to 200% of the Target Award.

Performance Period. The performance period for the Award is the period beginning January 1, 2027 and ending December 31, 2029 (the “Performance Period”).

Conditions for Stock Payout

A.Performance Achievement. The number of performance shares earned will be determined in accordance with the Performance Terms established for the 2027 Executive Awards, subject to the terms of this Agreement.

B.Continued Employment. Except as otherwise provided in this Agreement or the Plan, the Grantee must remain an employee through December 31, 2029. Following completion of the performance periods, the Compensation Committee of the Board of Directors of the Company (the “Committee”) will determine and certify the level of achievement under each performance component. Any performance shares earned will be settled in shares of Company common stock as soon as administratively practicable following the Committee’s determination, and in no event will settlement occur later than March 15, 2030.

The calculation of the payout under each performance component is illustrated with examples in Appendix A and incorporated herein by reference.

2.Termination:

(c)Expiration of Performance Period on Change in Control. Notwithstanding any other provision herein to the contrary, in the event of a Change in Control prior to the expiration of the Performance Period, the Award shall be earned based on the metrics specified in the 2027 Executive Awards calculated through the day prior to closing date of the Change in Control (which date shall be deemed the end of the Performance Period in such event), provided, however, the Award earned and paid shall be the greater of the Target Award or the amount set forth in Appendix A if performance is above the Target Award. If a Change in Control occurs before the Performance Terms have been established, the Award shall be earned at the Target Award. Any performance shares earned under this Section 2(c) shall be fully vested as of the Change in Control and shall be settled within thirty (30) days following the Change in Control.

3.Confidentiality.

4.Restricted Activities. Grantee, as a condition to the Award and in consideration of Grantee’s continued employment by the Company and/or its subsidiaries, agrees that some restrictions on Grantee’s activities during and after his or her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries and agrees as follows:

sells products or conducts business activities. Specifically, but without limiting the foregoing, Grantee agrees that during the Noncompetition Period, Grantee shall not: (A) undertake any planning for any business competitive with the Company or any of its subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its subsidiaries. For the purposes of this Section 4, Grantee’s undertaking shall encompass all items, products and services that may be used in substitution for Products.

(d)Enforceability. In the event that the one (1) year period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the period shall be six (6) months, or such other time as determined enforceable by such court.

Company regarding all aspects, business lines and product segments of the Company, and (iii) that these trade secrets and Confidential Information would inevitably be disclosed were Grantee to work for a competitor. Grantee further acknowledges and agrees that Grantee fully understands these covenants, has had full and complete opportunity to discuss and resolve any ambiguities or uncertainties regarding these covenants before signing this Agreement, that these covenants are reasonable and enforceable in every respect, and has voluntarily agreed to comply with these covenants for their stated term. Grantee agrees that in the event he or she is offered employment with a competing business at any time in the future, Grantee shall immediately notify the competing business of the existence of the covenants set forth above.

15.Entire Agreement: This Agreement is subject to all of the terms, conditions and provisions of the Plan (as incorporated herein as provided under “Inducement Award; Relationship to Plan” above), including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. This Agreement may be amended or modified only by a written instrument executed by the Company and the Grantee. To the extent there are any conflicts between provisions of this Agreement and any applicable employment agreement (including the offer letter between the Company and the Grantee dated October 30, 2026) entered into between Grantee and the Company or its subsidiaries, the provisions of such employment agreement shall govern and nothing in this Agreement shall in any way amend, supersede or otherwise change any provisions or rights contained in such employment agreement.

ACKNOWLEDGED AND AGREED: COMMERCIAL VEHICLE GROUP, INC.

_/s/ David Ruppel______________________ __/s/ Aneezal Mohamed_________________

Signature of Employee - Grantee Signature of Company Representative

__David Ruppel_________________________ _Aneezal Mohamed____________________

Printed Name Printed Name

_Chief Legal Officer____________________

Title

EX-99.1

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Document

Exhibit 99.1

Press Release

CVG Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

NEW ALBANY, Ohio, November 12, 2026 (GLOBE NEWSWIRE) – CVG (NASDAQ: CVGI) (“CVG” or the “Company”), a diversified industrial products and services company, today announced that, in connection with the previously announced appointment of David Ruppel as President and Chief Executive Officer effective November 9, 2026, CVG granted Mr. Ruppel equity awards as a material inducement to his acceptance of employment with CVG in accordance with Nasdaq Listing Rule 5635(c)(4). The awards were approved by CVG’s independent directors on October 30, 2026 and were granted outside of CVG’s Second Amended and Restated 2020 Equity Incentive Plan (the “Plan”), but are subject to terms and conditions consistent with those of awards granted under the Plan.

On November 9, 2026, CVG granted Mr. Ruppel the following awards:

•Make-whole awards in respect of unvested equity awards that Mr. Ruppel forfeited upon leaving his prior employer, Littelfuse, Inc., consisting of (i) 611,481 restricted shares of CVG common stock, which vest 50% on each of November 9, 2027 and November 9, 2028, and (ii) 384,552 performance shares at target (up to 769,104 shares at maximum), which may be earned from 0% to 200% of target based on CVG’s relative total shareholder return for the performance period from January 1, 2027 through December 31, 2028 and, to the extent earned, vest on December 31, 2028; and

•An initial long-term incentive award with a target value of $1,600,000, consisting of (i) 198,757 restricted shares of CVG common stock, which vest in three substantially equal annual installments on March 31, 2028, March 31, 2029 and March 31, 2030, and (ii) 298,136 performance shares at target (up to 596,272 shares at maximum), which may be earned from 0% to 200% of target based on the same performance measures, weightings, goals and payout methodology to be established for the 2027 performance share awards to CVG’s other executive officers, for the performance period from January 1, 2027 through December 31, 2029 and, to the extent earned, vest on December 31, 2029.

In the aggregate, the awards cover 2,175,614 shares of CVG common stock, assuming maximum performance under the performance share awards. The number of shares subject to the awards was determined using the November 9, 2026 closing prices of CVG common stock and, for the make-whole awards, Littelfuse, Inc. common stock. Vesting of the awards is generally subject to Mr. Ruppel’s continued employment with CVG through the applicable vesting date, subject to accelerated vesting in certain circumstances as provided in the applicable award agreements. The restricted shares will vest in full upon Mr. Ruppel’s death or disability, upon a termination of his employment by CVG without cause or by him for good reason within 13 months following a change in control, or upon a change in control in which the restricted shares are not assumed or substituted, and the performance shares will be earned at the greater of target and actual performance upon a change in control.

# # #

About CVG

CVG 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:

Ross Collins or Nathan Skown

Alpha IR Group

CVGI@alpha-ir.com

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