Commercial Vehicle Group, Inc.NASDAQ: CVGI

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

· Issued by Commercial Vehicle Group, Inc. via GlobeNewswire

Summary by 6ix AI

CVG, a diversified industrial products and services company, granted equity awards on November 9, 2026 to David Ruppel, its President and CEO effective that day, as a material inducement to join CVG, under a Nasdaq rule (Listing Rule 5635(c)(4)) covering equity awards to new employees. At maximum performance, the awards cover 2,175,614 shares of CVG common stock.

Key details

  • Make-whole awards, which replace unvested equity Mr. Ruppel forfeited on leaving his prior employer, Littelfuse, Inc.: 611,481 restricted shares vesting 50% on each of November 9, 2027 and November 9, 2028, plus 384,552 performance shares at target (up to 769,104 at maximum), vesting December 31, 2028 to the extent earned.
  • The make-whole performance shares can be earned from 0% to 200% of target based on CVG's relative total shareholder return (how its shareholder returns compare with others) from January 1, 2027 through December 31, 2028.
  • An initial long-term incentive award with a target value of $1,600,000: 198,757 restricted shares vesting in three substantially equal installments on March 31, 2028, March 31, 2029 and March 31, 2030, plus 298,136 performance shares at target (up to 596,272 at maximum) for January 1, 2027 through December 31, 2029, vesting December 31, 2029 to the extent earned.
  • CVG's independent directors approved the awards on October 30, 2026. They were granted outside CVG's Second Amended and Restated 2020 Equity Incentive Plan but on consistent terms, with share numbers set using November 9, 2026 closing prices of CVG stock and, for the make-whole awards, Littelfuse, Inc. stock.
  • Restricted shares vest in full on death or disability, on termination without cause or for good reason within 13 months after a change in control, or on a change in control where they are not assumed or substituted; performance shares are earned at the greater of target and actual performance on a change in control.

What’s still pending

  • Vesting is generally subject to Mr. Ruppel's continued employment with CVG through each vesting date.
  • Performance shares may be earned anywhere from 0% to 200% of target depending on performance.
  • Performance measures for the long-term incentive performance shares are to be the same as those still to be established for 2027 awards to CVG's other executive officers.

6ix AI wrote this summary from the release below and checked it against the release.

NEW ALBANY, Ohio, Nov. 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

View original source (GlobeNewswire)Commercial Vehicle Group, Inc. on 6ix

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