# Gentex Corp: Form 10-K for the period ended Dec 31, 2025 - Company: [Gentex Corp](/companies/gntx.md) (CIK 355811) - Form: 10-K - Filed: 2026-02-24 - Accepted by EDGAR: Feb 24, 2026, 15:18 ET - Period: 2025-12-31 - Accession: 0000355811-26-000010 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/355811/000035581126000010/gntx-20251231.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/355811/000035581126000010/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2025-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 12 months, 2025-01-01 to 2025-12-31 | $2.53bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | | Cost of revenue | 12 months, 2025-01-01 to 2025-12-31 | $1.67bn | us-gaap:CostOfGoodsAndServicesSold | | Gross profit | 12 months, 2025-01-01 to 2025-12-31 | $866.7m | us-gaap:GrossProfit | | Research and development | 12 months, 2025-01-01 to 2025-12-31 | $203.3m | us-gaap:ResearchAndDevelopmentExpense | | Selling, general and administrative | 12 months, 2025-01-01 to 2025-12-31 | $177.9m | us-gaap:SellingGeneralAndAdministrativeExpense | | Operating income | 12 months, 2025-01-01 to 2025-12-31 | $473.9m | us-gaap:OperatingIncomeLoss | | Income tax | 12 months, 2025-01-01 to 2025-12-31 | $76.4m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 12 months, 2025-01-01 to 2025-12-31 | $384.8m | us-gaap:NetIncomeLoss | | Diluted EPS | 12 months, 2025-01-01 to 2025-12-31 | $1.74 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 12 months, 2025-01-01 to 2025-12-31 | $1.74 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2025-01-01 to 2025-12-31 | 217,848,653 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2025-01-01 to 2025-12-31 | $587.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 12 months, 2025-01-01 to 2025-12-31 | $129.1m | us-gaap:PaymentsToAcquireProductiveAssets | | Dividends paid | 12 months, 2025-01-01 to 2025-12-31 | $106.9m | us-gaap:PaymentsOfDividendsCommonStock | | Share repurchases | 12 months, 2025-01-01 to 2025-12-31 | $315.5m | us-gaap:PaymentsForRepurchaseOfCommonStock | | Cash and equivalents | at 2025-12-31 | $145.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2025-12-31 | $1.13bn | us-gaap:AssetsCurrent | | Total assets | at 2025-12-31 | $2.93bn | us-gaap:Assets | | Current liabilities | at 2025-12-31 | $387.5m | us-gaap:LiabilitiesCurrent | | Total liabilities | at 2025-12-31 | $437.7m | us-gaap:Liabilities | | Short-term borrowings | at 2025-12-31 | $3.8m | us-gaap:ShortTermBorrowings | | Shareholders' equity | at 2025-12-31 | $2.49bn | us-gaap:StockholdersEquity | ## Business As filed, 53,766 characters. ### (a) General Development of Business Gentex Corporation (the "Company") was incorporated as a Michigan corporation in 1974. The Company designs, develops, manufactures, markets, and supplies digital vision, connected car, premium audio, dimmable glass, fire protection technologies, medical devices, and consumer electronics, including: automatic-dimming rearview and non-dimming mirrors and electronics for the automotive industry; premium quality sound equipment and products, and other electronic products and accessories for the consumer electronics industry; dimmable aircraft windows for the aviation industry; and smoke alarms for the residential and commercial fire protection industry and signaling devices for the commercial fire protection industry. The Company’s largest business segment involves designing, developing, manufacturing and marketing interior and exterior automatic-dimming automotive rearview mirrors that utilize proprietary electrochromic technology to dim in proportion to the amount of headlight glare from trailing vehicle headlamps. Within this business segment, the Company also designs, develops and manufactures various electronics that are value added features to the interior and exterior automotive rearview mirrors, as well as electronics for interior visors, overhead consoles, and other locations in the vehicle. The Company ships its products to all of the major automotive producing regions worldwide, which it supports with numerous sales, engineering and distribution locations worldwide. At its inception, the Company manufactured smoke detectors, a product line that has since evolved to include a variety of fire protection technologies. In the 1980's, the Company introduced an interior electromechanical automatic-dimming rearview mirror as an alternative to the manual day/night rearview mirrors for automotive applications, and later an interior electrochromic automatic-dimming rearview mirror for automotive applications. In the 1990's, the Company introduced an exterior electrochromic automatic-dimming rearview mirror for automotive applications and began making volume shipments of three new exterior mirror sub-assembly products: thin glass flat; convex; and aspheric. In 2005, the Company began making volume shipments of its bezel-free exterior automatic dimming mirror. In 2010, the Company began delivering electrochromic dimmable aircraft windows for the aviation industry. In 2013, the Company acquired HomeLink®, a wireless vehicle/home communications product that enables drivers to remotely activate garage door openers, entry door locks, home lighting, security systems, entry gates and other radio frequency convenience products for automotive applications, wherein the Company had previously been a licensee of HomeLink® and had been, since 2003, integrating HomeLink® into its interior automatic-dimming rearview mirrors. In 2015, the Company began making shipments of the Full Display Mirror® ("FDM®"), which is an on-demand, mirror-borne LCD display that streams live, panoramic video of the vehicle's rearward view in order to improve driver rear vision. In 2017, the Company announced an agreement entered into during the ordinary course of business with VOXX International Corporation ("VOXX®") to become the exclusive aftermarket distributor of the Gentex Aftermarket Full Display Mirror® in North America. The Company also developed a three-camera rear vision system that streams rear video – in multiple composite views – to a rearview-mirror-integrated display. Further, the Company announced an embedded biometric solution for vehicles that leverages iris scanning technology to create a secure environment in the vehicle. There are many use cases for authentication, which range from vehicle security to start functionality to personalization of mirrors, music, seat location and temperature, to the ability to control transactions. The Company believes iris recognition is among the most secure forms of biometric identification, with a false acceptance rate as low as one in 10 million, far superior to facial, voice, and other biometric systems. The Company's future plans include integrating biometric authentication with many of its other electronic features. The biometric system allows for added security and convenience for multiple drivers by adding an additional factor of authentication for increased security, when a driver (or passenger) enters a vehicle. In 2025, the Company introduced its next-generation FDM, which incorporates the Company’s Dynamic View Assist, a series of dynamic viewing modes that can enhance driving safety and make using a digital mirror feel more natural. By utilizing a higher resolution imager, the FDM can automatically expand the mirror’s digital view, digitally tilt downward, and can display picture in picture functions. In 2023, the Company acquired certain technology assets from eSight Corporation ("eSight®"), in the ordinary course of business (see Note 11, "Acquisitions"). The technology acquired from eSight® provides advanced and versatile low-vision smart glasses for those with visual impairments and is compatible with more than 20 eye conditions including Macular Degeneration, Diabetic Retinopathy, and Stargardt disease. The Company has been developing, initially for contract manufacture and now as the owner, the technology, referred to as eSightGo®. Deliveries of eSightGo® to customers began shipping in calendar year 2024. In January 2024, the Company announced a partnership, in the ordinary course of business, with Solace Power, an innovative wireless power transfer technology company. This collaboration is intended to further develop, manufacture, and commercialize Solace Power’s unique wireless power systems for a wide variety of industries. In conjunction with this partnership, the Company obtained an approximate 15% equity share in Solace Power. The Company believes Solace Power’s technology not only has immediate applications in the current Company product portfolio, but can also play an important role in the Company’s continued expansion into new markets. Also in 2024, the Company announced the introduction of a suite of smart home safety products with room-specific functionality called PLACE®. PLACE® offers a holistic solution that blends smart home safety, comfort, and security features into one sophisticated system, all controlled from a single, user-friendly app. The PLACE® portfolio of smart-home solutions is designed to address the nuanced safety requirements of various home spaces. The base Any Space unit provides smart smoke and carbon monoxide detection and Wi-Fi connectivity for space-specific alerts. The system’s versatility is further demonstrated through specialized units for the kitchen, nursery, and garage, each equipped with additional safeguards like gas and Volatile Organic Compound ("VOC") detection, room-monitoring cameras, intercoms, and temperature and humidity sensing, as appropriate to the application. Shipments of the Company's PLACE® product line began during the second quarter of 2025. In November 2024, the Company acquired GalvanEyes, LLC ("GalvanEyes"), which is the managing partner and 50% owner of the BioCenturion LLC ("BioCenturion") joint venture with Eyelock LLC ("EyeLock"), a subsidiary of VOXX (see Note 11, "Acquisitions"). BioCenturion specializes in creating and deploying authentication solutions to help clients secure their worlds, optimize their workload, and organize their data through customized biometric solutions. The company's significant intellectual property ("IP") portfolio, including more than 100 patents granted, patents pending, and proprietary technology enables a high-speed, convenient, touchless, contactless, frictionless, and secure authentication of individuals across different business verticals. On April 1, 2025, the Company acquired all of the issued and outstanding shares of VOXX common stock not already owned by the Company for a purchase price of $7.50 per share, resulting in VOXX becoming a wholly owned subsidiary of the Company for cash consideration totaling $148.3 million (see Note 11, "Acquisitions"). The acquisition of VOXX is a strategic addition to the Company's portfolio of products. VOXX's revenue is comprised of its automotive OEM and aftermarket business, as well as consumer electronics industry business. As a result of the transaction, the Company has also gained full access to the EyeLock® iris biometric technology, which represents a unique, extremely accurate and highly secure method of authentication. The Company intends to incorporate this technology into future product developments across its automotive, aerospace, and medical market segments to enhance authentication, security, and human‑machine interface solutions. The acquisition also included Premium Audio Company LLC ("PAC"), which the Company believes is the most innovative and complete premium audio solution provider in the consumer technology space and includes world renowned brands such as Klipsch®, Onkyo® and Integra®. The Company also believes its expertise in high volume manufacturing will help the PAC team continue its expansion in the consumer technology and connected home space through newly launched Company products, such as PLACE® and HomeLink®. Additionally, the Company's sales and business development teams will further equip the PAC team with additional automaker exposure to build on the early success of several OEM launches of Klipsch® Reference Premiere audio systems. The Company believes the acquisition of VOXX will contribute to long-term revenue growth and profitability and create shareholder value through expansion in existing and new markets, potential growth stemming from acquired technologies, realization of operational efficiencies, net asset values and potentially capturable tax losses, as well as the combined brand value and reputation of the VOXX family of brands. On July 1, 2025, the Company, in the ordinary course of business, completed its acquisition of BioConnect Inc. ("BioConnect") (see Note 11, "Acquisitions"). BioConnect is a leader in biometric authentication solutions, providing a multi-modal authentication platform for security and access control that verifies a person's identity across physical, IoT, and digital applications, resulting in exact identity assurance, advanced cybersecurity, and the protection of assets, people, data, and IP. BioConnect serves customers spanning several regulated industries, including data storage, healthcare, financial services, education, and manufacturing. The Company intends to utilize the acquisition to expand its reach in the biometric industry, providing it with a stronger foothold in the security and access control industry, as well as the expertise to continue developing advanced biometric solutions for the industries currently served. The Company also believes synergies exist between BioConnect and the previously acquired EyeLock® and is exploring ways to utilize EyeLock® hardware in BioConnect platforms. ### (b) \[Reserved\] ### (c) Description of Business The Company designs, develops, manufactures, markets, and supplies digital vision, connected car, premium audio, dimmable glass, fire protection, medical device, and consumer electronic technologies, including: automatic-dimming and non-automatic-dimming rearview mirrors and electronics for the automotive industry; premium quality sound equipment and products, as well as other electronic products and accessories for the consumer electronics industry; dimmable aircraft windows for the aviation industry; and commercial smoke alarms and signaling devices for the fire protection industry. ### Automotive Products *Automotive Rearview Mirrors and Electronics.* Automotive applications are the largest business segment for the Company, consisting primarily of interior and exterior electrochromic automatic-dimming rearview mirrors and automotive electronics. The Company manufactures interior electrochromic automatic-dimming rearview mirrors that darken to reduce glare and improve visibility for the driver. These electronic interior mirrors can also include additional electronic features such as compass, HomeLink®, interior driver and cabin monitoring systems, lighting assist and driver assist forward safety camera systems, various lighting systems, various telematics systems, ITM® systems, and a wide variety of displays, including the FDM® product. The Company also ships interior non-automatic-dimming rearview mirrors with and without features. The Company’s interior electrochromic automatic-dimming rearview mirrors also power the application of the Company’s exterior electrochromic automatic-dimming rearview mirrors that darken to reduce glare and improve visibility for the driver. These electronic exterior mirrors typically range in size and shape per automaker specification, but can also include additional features such as turn signal indicators, side blind zone indicators, and courtesy lighting. The Company also ships exterior non-automatic-dimming rearview mirrors with similar electronic features available in its automatic-dimming applications. The Company also manufactures automotive electronics products as part of HomeLink® applications in the vehicle including the rearview mirror, interior visor, overhead console, or center console. Certain of the Company's features can be located either in the rearview mirror or other locations in the vehicle. As a part of the Company expanding its FDM® products and ITM® systems, rearward facing video cameras, digital video recording, and integrated toll transponders are being produced and sold. Additionally, as a result of its completion of the acquisition of VOXX on April 1, 2025, the Company now manufactures other automotive electronic products, including: automotive security, vehicle access, and remote start modules and systems; mobile multi-media infotainment products and rear-seat entertainment products, including overhead, seat-back, and headrest systems; 360 camera applications; interior lighting systems and solutions; turn signal switches; puddle lamps; box lights; and harnesses. The Company produces rearview mirrors and electronics globally for automotive passenger cars, light trucks, pickup trucks, sport utility vehicles, and vans for original equipment manufacturers ("OEMs"), automotive suppliers, and various aftermarket and accessory customers. Automotive rearview mirrors and electronics accounted for 89% of the Company’s consolidated net sales in 2025. The Company is the leading manufacturer of electrochromic automatic-dimming rearview mirrors in the world, and is the largest supplier of the same to the automotive industry. Competitors for automotive rearview mirrors and other automotive electronic products include Magna International ("Magna"), Ficosa, Fudi Technology, Findream Technology, Ganxiang, Hefei Haoxiang, Kingband, Acson, Nigbo Huichang, Panasonic, Aolian, Ultronix, SMR Automotive, Intertech, Adayo, Sincode, Licon, Mirrortech, Mike Shanghai, Guangdong Yangfeng Electronic Technology Co. Ltd., Guangdong E-Think Technology Company, Hubei SL, Shanxi Coal, Chongqing Yimei, Denso, LG, Continental, Lear, Bosch, and Forvia (Fauricia). The Company also supplies electrochromic automatic-dimming rearview mirrors to certain of its rearview mirror competitors. *Automotive Rearview Mirrors and Electronics Product Development.* The Company continually seeks to develop new products, including working to introduce additional advanced feature automatic-dimming mirrors. Advanced-feature automatic-dimming mirrors currently being offered by the Company include one or more of the following features: HomeLink®, HomeLink Connect®, frameless mirror designs, compass displays, telematics, ITM® systems, Rear Camera Display ("RCD") interior mirrors, FDM® interior mirrors, digital video recording solutions, exterior turn signals, side blind zone indicators and various other exterior mirror features that improve safety and field of view. Advanced features currently in development and/or being sold include: biometric authentication systems; hybrid and fully digital camera monitoring systems ("CMS"); driver and cabin monitoring systems; cabin sensing systems; touch screen displays for mirrors; and digital enhancements to displays to improve driver safety, among other things. Other automotive products currently in development include large area dimmable devices, which include sunroof and moon roof applications, driver and passenger windows, interior sun-visors and other window surfaces in vehicles, among others. The Company is also in development of small-scale dimmable devices that darken to improve contrast and legibility for transparent displays, concealment of sensors, and to dynamically adjust camera exposure. *Automotive Rearview Mirrors and Electronics Markets and Marketing.* In North America, Europe and Asia, the Company markets its products primarily through a direct sales force utilizing its sales and engineering offices located in Germany, UK, Sweden, France, Israel, Japan, South Korea and China, as well as its headquarters in Michigan. The Company generally supplies automatic-dimming mirrors, mirrors with advanced electronic features, and other automotive electronics products to its customers worldwide under annual blanket purchase orders with customers, as well as under long-term agreements with certain customers, entered into in the ordinary course of the Company's business. The Company is currently supplying mirrors and electronic modules for Aston Martin, BMW Group, Bendix Commercial, Daimler Group, Faraday Future, Ferrari, Ford Motor Co., Geely/Volvo, General Motors, Harley Davidson, Honda Motor Co., Hyundai/Kia, Isuzu Motors, Kawasaki Heavy Industries, KG Ssangyong Mobility, Lucid Motors, Mack Truck, Mazda, Maruti Suzuki, Mahindra & Mahindra, McLaren, Nissan North America, Polaris, Renault/Nissan/Mitsubishi Group, Rivian Automotive, Ryco Motorsport, Stellantis, Subaru, Tata Motors, Textron Finance Shared Service, Tesla, TOGG Inc., Toyota Motor Company, Volkswagen Group, Wesco Distribution, Yamaha, and ZF North America Autocar, as well as shipments to domestic China manufacturers (Chery, Dongfeng, FAW, Great Wall Motors, Human Horizon, King Long, Lixiang Auto, NIO, SAIC, and Xpeng EV). Revenues by major geographic area are disclosed in Note 10, Revenue, of the Consolidated Financial Statements. Historically, new products and technologies have penetrated high-end vehicles and premium trim/option packages to begin. As consumer demand increases for such advanced technologies, more OEMs shift to offer a variety of trim packages and option packages for each of their vehicles, creating a range of available pricing and technologies across their lineups. In some instances, Company products, such as the FDM®, appeal to consumers who are interested in new technology, while also resolving rearward vision limitations created by vehicle design changes that increase aerodynamics. The Company has contributed to this differentiation strategy, allowing OEMs to maximize profitability and optionality by providing mirror-based and in-vehicle technologies that consumers demand. As more consumers have become familiar with interior and exterior dimming mirrors, HomeLink®, FDM®, ITM®, and other Company technologies, consumers have continued to select these technologies in their subsequent vehicles, driving further market and nameplate penetration as OEMs launch new vehicles and expand into new markets. OEMs have historically used Company technologies only to differentiate from one another, but are now also using Company technologies to differentiate trim lines across their own nameplates. In new markets, emerging OEMs have recognized the need to include Company products in their vehicles to compete with global OEMs. *Automotive Rearview Mirrors and Electronics Competition.* The Company continues to be the leading producer of automatic-dimming rearview mirrors in the world and currently is the largest supplier to the automotive industry with an approximate 79% market share worldwide in 2025. As a result of tariff and counter tariff actions in the global economy, and with the Company primarily manufacturing in the United States, the Company's export sales into the China market were impacted in 2025, resulting in an overall reduction in global market share. It is expected that such tariff and counter tariff action will continue to negatively impact the Company's export sales into China and further affect the Company's ability to compete in that market. Nevertheless, the Company believes it will retain a significant position in automatic-dimming rearview mirrors for some time, notwithstanding the foregoing and the fact that another U.S. manufacturer, Magna Mirrors, a division of Magna, continues to compete for sales to domestic and foreign vehicle manufacturers and is supplying a number of domestic and foreign vehicle models with its versions of auto-dimming mirrors. As such, Magna may present a formidable competitive threat. The Company also continues to sell automatic-dimming exterior mirror sub-assemblies to Magna Mirrors. There are also several Chinese domestic mirror suppliers that are marketing and selling automatic-dimming rearview mirrors, primarily within the domestic China automotive market. Moreover, other companies have products that are competitive to the Company's FDM® system, and Chinese domestic mirror suppliers are marketing and selling these products within the domestic China market. Further, at least one Japan manufacturer (Panasonic) sells and markets competitive FDM® type products in Japan. The Company acknowledges that dimming device (e.g., electrochromic) technology is the subject of research and development efforts by numerous third parties. The Company believes its electrochromic automatic-dimming mirrors and mirrors with advanced electronic features offer significant performance advantages over competing products and the Company makes significant research and development investments to continue to increase and improve the performance advantages of its products and to potentially add new products. There are numerous other companies in the world conducting research on various technologies, including electrochromics, for controlling light transmission and reflection. The Company currently believes that the electrochromic materials and manufacturing process it uses for automotive mirrors remains the most efficient and cost-effective way to produce these products. The Company has also continued to invest in new technologies to improve manufacturing processes. In 2020, the Company, in the ordinary course of business, completed the acquisition of Argil, Inc., an electrochromic technology and research and development company, which the Company anticipates using to complement and expand its product offerings and leverage for manufacturing efficiencies. While automatic-dimming mirrors using other technologies may eliminate glare, the Company currently believes that each of these other technologies have inherent cost or performance limitations as compared to the Company's technologies. As the Company continues to expand its automatic-dimming mirror products with additional advanced electronic features and expands the capabilities of its: CMOS imager technology for additional features (i.e. FDM®, rear video camera, digital video recorder, etc.); hybrid and fully digital CMS technology; and driver and cabin monitoring systems, the Company recognizes that it is competing with considerably larger and more geographically diverse electronics companies that present a formidable competitive threat in the future as new products/features and technologies are brought to market. ### Premium Audio Products As of April 1, 2025, pursuant to the acquisition of all of VOXX, the Company now designs, manufactures, distributes, and markets high quality audio equipment designed to deliver superior sound performance and quality. The Company's premium audio products include premium loudspeakers, architectural speakers, commercial and cinema speakers, outdoor speakers, wireless and Bluetooth® speakers, A/V receivers, high performance 2 channel loudspeakers and electronics, high performance party speakers, home theater systems, business and streaming music systems, soundbars, and Bluetooth headphones and earbuds. *Markets and Marketing.* The Company markets its premium audio products globally to mass merchants, regional chain stores, premium department stores, distributors, e-commerce platforms, specialty and internet retailers, and cinema operators. *Competition.* The premium audio industry is highly competitive, driven by growing consumer demand for high-quality, spatial, and immersive audio experiences. The industry is also characterized by rapid technological advancement, frequent product upgrades, and evolving customer preferences. Competitors for the Company's premium audio products include Polk, Definitive, JBL, Denon, Bose, Sonos, Sonance, Bowers and Wilkins, Sony, and Philips. ### Dimmable Aircraft Windows The Company continues to manufacture and sell variable dimmable windows for the passenger compartment on the Boeing 787 Dreamliner series of aircraft. In 2019, the Company announced that it would be offering, as optional content, its latest generation of variable dimmable windows on the Boeing 777X aircraft. Later in 2019, the first production shipments of variably dimmable windows were made to Boeing for the 777X program. As previously announced, Airbus is now offering, as optional content, the Company's dimmable aircraft windows on its aircraft, with production having begun in 2021. *Markets and Marketing.* The Company markets its variable dimmable windows to aircraft manufacturers and airline operators globally. *Competition.* The Company’s variable dimmable aircraft windows were the first commercialized product of its kind for original equipment installation in the aircraft industry. Other manufacturers are developing and/or selling competing products utilizing other technology in the aircraft industry for aftermarket or original equipment installation. The Company’s success with electrochromic technology provides potential opportunities and use cases for other commercial applications, which the Company continues to explore, including, but not limited to: passenger smart-lighting that automatically optimizes illumination for various in-flight activities like reading, dining, or computer work; and biometric systems for personalizing the in-flight experience. ### Fire Protection Technologies The Company manufactures photoelectric smoke detectors and alarms, visual signaling alarms, photoelectric smoke alarms and electrochemical carbon monoxide alarms, electrochemical carbon monoxide alarms and detectors, audible and visual signaling appliances, and bells and speakers for use in fire detection systems in office buildings, hotels, and other commercial and residential establishments. In 2024, the Company announced the introduction of a suite of smart home safety products with room-specific functionality called PLACE®. PLACE® offers a holistic solution that blends smart home safety, comfort, and security features into one sophisticated system, all controlled from a single, user-friendly app. The PLACE® portfolio of smart-home solutions is being designed to address the nuanced safety requirements of various home spaces, including the introduction of an industry-first low-frequency sounder designed to improve alarm effectiveness, particularly for deep sleepers, children, and individuals with hearing impairments. The base Any Space unit provides smart smoke and carbon monoxide detection and Wi-Fi connectivity for space-specific alerts. The system’s versatility is further demonstrated through specialized units for the kitchen, nursery, and garage, each equipped with additional safeguards like gas and VOC detection, room-monitoring cameras, intercoms, and temperature and humidity sensing, as appropriate to the application. *Markets and Marketing.* The Company’s fire protection technologies are sold directly to fire protection and security product distributors under the Company’s brand name, to electrical wholesale houses, and to OEMs of fire protection systems under both the Company’s brand name and private labels. The Company markets its fire protection products primarily in North America, but also globally through regional sales managers and manufacturer representative organizations. The Company's PLACE® products are being sold to retailers. *Competition.* The fire protection products industry is highly competitive in terms of both the smoke detectors and signaling appliance markets. The Company estimates that it competes primarily with eight manufacturers of smoke detection products for commercial use and approximately four manufacturers within the residential market, three of which produce photoelectric smoke detectors. In the signaling appliance markets, the Company estimates it competes with approximately seven manufacturers. While the Company faces significant competition in the sale of smoke detectors and signaling appliances, it believes that the introduction of new products, improvements to its existing products, its diversified product line, and the availability of special features will permit the Company to maintain its competitive position. ### Nanofiber Products and Development The Company completed the acquisition of Vaporsens, Inc. ("Vaporsens") in 2020. Vaporsens specializes in nanofiber chemical sensing research and development. *Markets and Marketing.* While no current commercialized product yet exists, this technology has the potential ability to sense explosives, toxic industrial chemicals, chemical warfare agents, drugs, consumer goods, and VOC's. This technology has a wide variety of use cases in various markets and industries, with potential applications for automotive, aerospace, agriculture, chemical manufacturing, military and first responders, worker safety, food and beverage processing, and medical applications. ### Medical Products and Development In 2020, the Company unveiled an innovative lighting technology for medical applications that was co-developed with Mayo Clinic. This new lighting concept represents the collaboration of a global, high-technology electronics company with a world leader in health care. The Company's new intelligent lighting system combines ambient room lighting with camera-controlled, adaptive task lighting to optimize illumination for surgical and patient-care environments. The Company continues to further develop and work on the intelligent medical lighting system in order to assess system performance and work toward obtaining any necessary approvals. In November 2023, the Company acquired certain technology assets from eSight. The technology acquired from eSight provides advanced and versatile low-vision smart glasses for those with visual impairments and is compatible with more than 20 eye conditions including Macular Degeneration, Diabetic Retinopathy, and Stargardt disease. *Markets and Marketing.* The Company markets and sells the eSight smart glasses directly to consumers that have visual impairments or eye conditions. The Company also sells the eSight product through authorized distributors. ### Aftermarket Electronic Products As of April 1, 2025, pursuant to the acquisition of all of VOXX, the Company now sells and distributes select automotive electronic technologies, equipment, accessories, and entertainment products that are not manufactured by the Company and are marketed for vehicle enhancement and customization in the aftermarket, following the initial vehicle sale by automobile manufacturers. Products sold in this segment include: automotive security, vehicle access, and remote start modules and systems; mobile multi-media infotainment products and rear-seat entertainment products, including overhead, seat-back, and headrest systems; rear observation and collision avoidance systems/blind spot sensors/automotive sensing and camera systems/driver distraction products; distribution of satellite radios, including plug and play models and direct connect models; cruise control systems; heated seats; security and shock sensors; and harnesses *Markets and Marketing.* The Company markets its aftermarket electronics products primarily to: car dealerships; distributors; auto parts retail chains; specialty car audio, electronics, and customization retailers; independent 12-volt retailers; and internet retailers. *Competition.* The automotive aftermarket industry is highly competitive, comprising a diverse range of manufacturers, distributors, and installers serving both consumer and commercial markets. Competition in this industry is driven by factors including price, product preference, technology, and brand reputation and is further affected by the rapid technological innovation and increasing consumer demand for connectivity and customization. ### Consumer Electronic Products As of April 1, 2025, pursuant to the acquisition of all of VOXX, the Company now sells and distributes certain consumer electronic products and accessories within the German, Austrian and Switzerland markets in Europe, including wireless and Bluetooth® speakers; A/V receivers; wired, wireless, and Bluetooth headphones and ear buds; solar power systems, lights and accessories; High-Definition Television antennas ("HDTV") and Multimedia Interface ("HDMI") accessories; fiber optic accessories; remote controls; home electronic accessories, including cabling, power cords, mice, keyboards, and gaming accessories; power supply systems; and charging products. *Markets and Marketing.* The Company markets its consumer electronics products primarily to mass merchants, big box retailers, regional chain stores, distributors, and e-commerce platforms in the European market. *Competition.* The consumer electronics and accessories industry is highly competitive and price sensitive, often with limited differentiation in many categories. Affordability and basic functionality are often prioritized, making price a primary competitive factor, as well as compatibility. Products often have short life cycles and are easily replicated. Competitors for the Company's consumer electronic products include Emerson Radio, Belkin, GE, private label brands, Hama, Anker, Vogels, TechniSat, Brennenstuhl, AudioQuest, and Inakustik. ### Biometrics Products and Development In November 2024, the Company, in the ordinary course of business, acquired GalvanEyes, the managing partner and 50% owner of the BioCenturion joint venture with EyeLock, a subsidiary of VOXX. BioCenturion develops biometric authentication solutions supported by an IP portfolio comprised of more than 100 granted and pending patents and related proprietary technologies. These solutions enable high‑speed, touchless, and secure identity verification across multiple end markets. In April 2025, the Company acquired all of VOXX, including its subsidiary EyeLock LLC. This acquisition resulted in the Company obtaining full ownership of BioCenturion and full access to EyeLock® iris‑based biometric technology, which can now support expanded product applications within the Company’s automotive, aerospace, and medical markets. In July 2025, the Company acquired BioConnect, a provider of biometric authentication and access‑control solutions. The acquisition expands the Company’s presence in the biometric security industry and enhances its capabilities to develop advanced biometric technologies across the markets it serves. The Company believes there are synergies between BioConnect and EyeLock® and evaluation of opportunities to integrate EyeLock® hardware into BioConnect platforms is ongoing. *Markets and Marketing.* The Company markets and sells identity‑authentication and access‑control products utilizing its biometric technologies. These products are deployed across a variety of end‑use environments, including data centers, stadiums, universities, and other commercial and institutional facilities. The Company sells such products through its standard sales channels, including direct sales to customers, as well as through authorized distributors. ### Trademarks and Patents As of December 31, 2025, the Company owned 198 U.S. Registered Trademarks, 980 U.S. Patents, 1,605 foreign Registered Trademarks, and 1,601 foreign patents. The vast majority of these Registered Trademarks and Patents relate to the Company's core industries of automotive, premium audio, aerospace, and fire protection, as well as medical devices and biometrics. The Company believes these patents and trademarks provide a competitive advantage, though no single patent or trademark is necessarily required for the success of the Company’s products. Many of these patents and registered trademarks relate to electrochromic technology, automotive rearview mirrors, displays, cameras, sensor technology, smart lighting technology, HomeLink®, variably dimmable windows, automotive visors, driver and cabin monitoring systems, fire protection technologies, biometric technology, and medical devices. These patents expire at various times between 2026 and 2050. The Company also has in process 221 U.S. Patent applications, 326 foreign patent applications, 43 U.S. Registered Trademark applications, and 73 foreign registered trademark applications. The Company continuously seeks to improve its core and acquired technologies and apply those technologies to new and existing products. As those efforts produce patentable inventions, the Company expects to file appropriate patent applications. In addition, the Company periodically obtains IP rights, in the ordinary course of the Company’s business, to strengthen its IP portfolio and minimize potential risks of infringement. ### Human Capital Resources As of December 31, 2025, the Company had 6,398 full-time employees. of which 5,708 were U.S. based and 690 were internationally based. Of the Company's U.S. based employees, 35 were covered under collective bargaining agreements. The Company believes that its relations with its employees are in good standing. See "Executive Officers of the Registrant" in Part III, Item 10. The Company fosters an inclusive environment where employees can perform at their best, support each other professionally, and continue to learn and grow, so as to achieve personal and Company goals. The Company also introduced new Core Values and Personal Behaviors to communicate shared common values and ways of working together to achieve personal and business goals. This culture is supported by a competitive compensation system that goes beyond base salary and includes: quarterly profit-sharing bonuses; an extensive stock-based compensation program that extends to all eligible employees; an employee stock purchase plan; and 401(k) plan (or other retirement plan for non-US employees) with Company matching. On-the-job training, tuition reimbursement, and a partnership with two colleges to offer free or reduced-cost classes are available to employees who want to advance their education. The Company provides a healthy and safe climate-controlled work environment that includes an on-site wellness center and on-site health clinic at its headquarters. A number of health-related programs are available to employees, including: asthma/COPD management services; diabetes management; "Smart Health," which gives employees and spouses a way to earn wellness credits; Gentex Cares+ Employee Assistance Program; and a Community Supported Agriculture program, where employees can sign up to receive shares of seasonal produce from a local farm delivered to them at work. The Company also opened the Gentex Discovery Preschool in 2025, an on-site childcare and preschool center designed to provide employees with convenient, cost-effective access to quality childcare during first and second shift hours. The Company is extremely proud of its workplace injury prevention programs, which have achieved workplace injury rates well below industry averages. Evidence of the Company's commitment to inclusion is its cultivation of an ethos that allows team members to make a lasting impact in the communities in which the Company operates, all while attracting and retaining talent from all walks of life that can help propel the business forward. While the Company has an environment of equal employment opportunity related to recruitment, hiring, promotion, discipline, and other terms of employment, the commitment to have a skilled and representative world class workforce goes beyond. The Company's inclusivity initiatives are supported by its officer in charge of the same an a council, which helps implement specific inclusivity programs, supports internal training, and creates opportunities to spread awareness throughout the organization. The Company's council is led by Mr. Joe Matthews and includes employees from a variety of departments. The Company's inclusivity initiatives are further supported by an Advisory Board, which is also led by Mr. Matthews, and includes various executives, including the CEO, and two external members who are experts in the field of inclusion. As a part of its ethos, the Company maintains a growing list of business resource groups ("BRGs") comprised of individuals with similar interests or backgrounds who work internally to support one another, develop leadership skills, and enhance cultural awareness. Among current BRGs are Women@Gentex, Gentex V.E.T.S., and Emerging Professionals. The Women@Gentex business resource group has received two awards recognizing its mission to support women in the workplace. In 2023, the group received a Pillar Award from Women’s Resource Center. In 2025, the Automotive Women’s Alliance Foundation presented a Group Achievement Award for inspiring and advancing women in the automotive industry. In 2023, the Michigan Veterans Affairs agency awarded the Company a silver-level veteran-friendly employer status in recognition of the support and access to resources the Company provides for military veterans. In 2025, the Gentex V.E.T.S. celebrated 10 years of holding an on-site Veterans Day Ceremony to honor and recognize its employees who served in the military. Efforts in this regard at the Company extend to the supply base as well, where the Company has been recognized for ongoing efforts to increase supplier relationships with certified minority, woman, veteran, and LGBTQ+-owned enterprises. In fact, the Company mentors certain such suppliers to help them develop the business systems and technological improvements necessary to support future growth. The Company is a member of, or otherwise involved in, the Michigan Minority Supplier Development Council, Original Equipment Supplier's Association - Diversity & Inclusion, Board of Governors, Consumer Technology Association - D&I Group, Michigan Diversity Connection, West Michigan Hispanic Chamber of Commerce, and the Great Lakes Women's Business Council. Hiring rates, voluntary and involuntary turnover rates, internal rates of hiring and promotion, and safety records are measures of the Company's success in human capital management. While hiring and inclusivity policies are in place to remain on track in terms of appropriate human resources management, the inclusivity efforts have furthered the process of creating a welcoming environment so the Company can hire and retain the best people. The Company produces a Sustainability Report, referenced below, providing more information regarding corporate responsibility. To ensure an excellent and increasing employment base, the Company has added Spanish speaking manufacturing lines, which involve translating materials for recruiting, orientation, on-boarding, training, benefits and work instructions in the Spanish language. In 2024, the Company’s Vice President of Accounting and Corporate Controller was honored as one of the 25 Most Influential Latinos in West Michigan for her work to establish the Company’s Limited English Proficiency Program. The Company was also presented with a DE&I Champion Award from the MEMA Original Equipment Suppliers Association for championing the spirit of DE&I within the organization and in the communities where its employees live. Moreover, the Company's inclusivity efforts related to actively developing and using minority, women, and veteran-owned suppliers have been acknowledged and recognized by multiple original equipment manufacturers ("OEM") customers. In fact, Toyota Motor Engineering & Manufacturing North America, Inc. has specifically recognized the Company's efforts over the last 10 years to increase supplier relationships with minority business enterprises. The Company has also won supplier diversity awards from Honda, Nissan, and Toyota. In 2022, the Company established the Gentex Foundation, which provides financial grants to organizations across the country in support of economic development, children's services, public health, housing assistance and diversity initiatives among other causes. The Gentex Foundation is managed by a board of directors that reviews grant applications with a particular focus on communities where Company employees live and work, consistent with the organization's values of integrity, compassion, innovation and inclusivity. Employees are encouraged to organize on-site fundraisers and to spend time volunteering at worthy charitable organizations in addition to giving financially. Support is also provided to a number of minority organizations in keeping with the Company's efforts and to continue to build an even more representative and skilled workforce. The Gentex Foundation created the Amanda Clark Scholarship, which awards a $20,000 scholarship to a female high school senior who is planning to earn a science, technology, engineering, or math (STEM) degree at a four-year college/university. The Foundation has awarded five students with the scholarship since 2023. Gentex also created a Material Science Scholarship in partnership with the University of Utah to support college students. Scholarship recipients receive $2,000/year for two years from the Company and a matching $1,000/year from the John and Marcia Price College of Engineering at the University of Utah. The Company's Board of Directors (the "Board") and its committees have regular touchpoints with management regarding: employee engagement; workforce planning (including capabilities and skills development); safety; understanding workforce demographics and strategies with respect thereto; and corporate culture. The Board and management know that the right talent is required to implement the Company's strategies. As such, the Board and its committees work with management regarding the approach to, and investment in, human capital that includes recruitment, talent development, retention, and diversity. The Board and its committees have access to all levels of employees in the Company in its efforts to properly oversee human resources issues. The Company's commitment to inclusivity is very apparent by the inclusiveness of the Board. The Board and the Nominating and Corporate Governance Committee have taken concrete actions to increase Board inclusivity, including use of various resources and environments to identify qualified director candidates from all walks of life. Such candidates are contacted and interviewed in order to continue to build an even more inclusive, qualified, and capable Board. The Board has also implemented a Complaint Submission and Handling Policy for concerns to be raised as needed. ### Sustainability *Disclosure on Website.* The Company has a Sustainability section of its website (https://www.gentex.com/about/sustainability) to provide insight into how the Company is committed to protecting the environment by complying with all environmental laws and related requirements, while at the same time striving for continual improvement in sustainability and environmental performance. The Company's Sustainability Report, published each year and available on the Company's website, provides significant details regarding the Company's approach to sustainability. *General.* The Company makes intentional decisions that reflect the desire to be responsible with all resources and achieve the Company's goal of meaningful improvement. *Energy and Climate Change.* The Company understands that energy use and manufacturing are large contributors of the Company's overall greenhouse gas emissions. As such, the Company remains committed to improving energy-efficiency. To that end, the Company has announced the following carbon reduction and neutrality goals: - By 2026, 15% below 2021 levels - By 2031, 40% below 2021 levels - By 2041, 70% below 2021 levels - By 2049, carbon neutrality The Company implements efficient alternatives for capital equipment, uses automated building management systems to use less energy, and has put in place extremely efficient lighting and HVAC equipment. The Company also participates in the local Energy Smart Program, which promotes the implementation of progressive energy efficiency projects, including achieving the maximum goal possible for lighting and HVAC improvements, compressed air leak audits, and building control systems. The Company also converted one of its manufacturing facilities to be powered entirely by renewable energy in 2022. *Gentex Environmental Management System (GEMS).* The Company's environmental management system is based on ISO 14001 (international environmental standard). This system governs environmental performance by addressing the impact of the Company's activities, products, and services on the environment. At each Company facility, environmental impact is measured and improved upon annually by eliminating waste and emissions, maximizing efficiency of processes and resources, and increased recycling and reuse. The foregoing has allowed the Company to establish long-term measures for minimizing the negative effects on the environment, while maximizing positive outputs for the communities in which the Company operates. Various metrics are tracked to gauge the environmental performance of the Company’s facilities, including: electricity use; process water use; natural gas use; VOC air emissions; and greenhouse gas emissions (both those directly controlled and those from electricity usage). *Waste and Recycling.* The Company also has robust waste and recycling strategies, tracking solid waste to landfill, solid waste recycled, and regulated waste. As a part of its strategies, the Company has committed to the following landfill avoidance goals: - By 2026, 20% below 2021 levels - By 2031, 60% below 2021 levels - By 2041, 90% below 2021 levels - By 2045, 100% zero landfill waste The Company has already achieved its 2026 landfill avoidance goal ahead of schedule. *Initiatives.* With respect to sustainability initiatives, the Company has undertaken a number of actions related to energy, waste stewardship, water management, and environmental protection. Regarding energy, the Company: utilizes software-managed and occupancy-sensor controlled lighting in all facilities; has air economizers and energy recovery units in HVAC systems; utilizes energy efficient fluorescent lighting; has certain white material roofs to reflect sunlight; has insulated metal panel systems for exterior walls (for energy efficiency); captures excess heat from compressed air systems and uses it to preheat/temper water used in production; takes excess water from production processes to use in boiler/snow melt water; and installed a centralized water chiller plant to lower energy use. Regarding waste stewardship, the Company improved its cleaning method for certain products to reduce material usage preventing thousands of pounds of additional waste material and uses recycled materials in facility carpets. In terms of waste management, the Company: put in place a water recovery system that significantly reduced overall water usage; collects storm water to reduce discharge into municipal drain systems; implemented irrigation software to monitor weather conditions thereby reducing water consumption; and diligently works to monitor and reduce potential pollutants in its facilities. In terms of environmental protection, the Company has: integrated “green roofs;” adopted a highway to clean waste from public lands; constructed wetland and wildlife habitat areas; and acquired property which includes natural wetlands. As regards transportation, the Company maintains: 30 electric vehicle charging stations; a bicycle fleet for travel between facilities; a bus shelter to encourage bus ridership; and Sweed banding choppers at certain facilities to reduce frequency of trips to recycling. ### (d) \[Reserved\] ### (e) Available Information The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, will be made available, free of charge, through the Investor Information section of the Company’s website (http://ir.gentex.com) as soon as practicable after such materials are electronically filed with or furnished to the Securities and Exchange Commission ("SEC"). The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issues that a company files electronically with the SEC. ## Risk factors As filed, 35,972 characters. *Safe Harbor for Forward-Looking Statements.* This Annual Report on Form 10-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The statements contained in this communication that are not purely historical are forward-looking statements. Forward-looking statements give the Company’s current expectations or forecasts of future events. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “guidance,” “hope,” “intend,” "likely", “may,” “opinion,” “optimistic,” “plan,” “poised,” “predict,” “project,” “should,” “strategy,” “target,” “will,” "work to," and variations of such words and similar expressions. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company’s control, and could cause the Company’s results to differ materially from those described. These risks and uncertainties include, without limitation: changes in general industry or regional market conditions, including the impact of inflation; changes in consumer and customer preferences for our products (such as cameras replacing mirrors and/or autonomous driving); our ability to be awarded new business; continued uncertainty in pricing negotiations with customers and suppliers; loss of business from increased competition; changes in strategic relationships; customer bankruptcies or divestiture of customer brands; fluctuation in vehicle production schedules (including the impact of customer employee strikes); changes in product mix; raw material and other supply shortages; labor shortages, supply chain constraints and disruptions; our dependence on information systems; higher raw material, fuel, energy and other costs; unfavorable fluctuations in currencies or interest rates in the regions in which we operate; costs or difficulties related to the integration and/or ability to maximize the value of any new or acquired technologies and businesses; changes in regulatory conditions; increased competition, seasonal consumer shopping patterns, and changes in the retail industry for products such as consumer electronics, warranty and recall claims and other litigation and customer reactions thereto; possible adverse results of pending or future litigation or infringement claims; changes in tax laws; import and export duty and tariff rates in or with the countries with which we conduct business; negative impact of any governmental investigations and associated litigation, including securities litigation relating to the conduct of our business; and force majeure events. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law or the rules of the NASDAQ Global Select Market. Accordingly, any forward-looking statement should be read in conjunction with the additional information about risks and uncertainties identified under the heading “Risk Factors” in the Company’s latest Form 10-K and Form 10-Q filed with the SEC, which risks and uncertainties include tariffs and supply chain constraints that have affected, are affecting, and will continue to affect, general economic and industry conditions, customers, suppliers, and the regulatory environment in which the Company operates. Includes content supplied by S&P Global Mobility Light Vehicle Production Forecast of January 14, 2026 (http://www.gentex.com/forecast-disclaimer). The following risk factors, together with all other information provided in this Annual Report on Form 10-K should be carefully considered. *Automotive Industry.* Customers within the auto industry comprise approximately 89% of our net sales. The automotive industry has always been cyclical and highly impacted by levels of economic activity. The current economic environment, including tariffs and inflation, continues to be uncertain, and continues to cause financial and production stresses evidenced by volatile automotive production levels, volatility with customer orders, supplier part and material shortages (especially electronics components), automotive and Tier 1 supplier plant shutdowns, customer and supplier financial issues, commodity raw material cost increases, supply constraints, consumer vehicle preference shifts (where we have a lower penetration rate and lower content per vehicle), and supply chain stresses. When automotive customers (including their Tier 1 suppliers) and suppliers experience significant plant shutdowns, work stoppages, strikes, part shortages, etc., it disrupts our shipments to these customers, which adversely affects our business, financial condition, and/or results of operations. Automakers continue to experience volatility and uncertainty in executing planned new programs on time, due in part to continued vehicle complexity increases and supply chain constraints. This brings increased risk of delays or cancellations of new vehicle platforms, package configurations, and inaccurate volume forecasts. This makes it challenging for us to forecast future sales and manage costs, inventory, capital, engineering, research and development, and human resource investments, in addition to the aforementioned factors. *Key Customers.* We have a number of large customers, including three automotive customers which each account for 10% or more of our annual consolidated net sales in 2025 (including direct sales to OEM customers and sales through their Tier 1 suppliers): Toyota Motor Company, Volkswagen Group, and General Motors. The loss of all or a substantial portion of the sales to, or decreases in production by, any of these customers (or certain other significant customers) would have a material adverse effect on our business, financial condition, and/or results of operations. *Pricing Pressures.* We continue to experience ongoing pricing pressures from our customers and competitors, which have affected, and which will continue to affect our profit margins to the extent that we are unable to offset these pricing pressures with price adjustments, engineering and purchasing cost reductions, productivity improvements, increases in product shipments, and/or introduction of new products and new and advanced technologies, each of which pose ongoing challenges, which continue to adversely impact our business, financial condition, and/or results of operations. *Raw Materials and Other Product Component Costs.* Increasing costs in raw materials, energy, commodities, labor, and other product component costs continue to adversely affect our business, financial condition and/or results of operations. These costs have generally increased as a result of supply chain disruptions, constrained labor availability, global economic factors, as well as inflationary impacts. When these prices rise and we are unable to recover such cost increases from our customers, those increases have an adverse effect on our business, financial condition and/or results of operations. *Business Combinations.* We continue pursuing selected acquisitions of, and investments in, businesses, technologies, and other assets as a component of our growth strategy. We cannot be certain that we will be able to identify attractive acquisition targets, have resources available for, or obtain financing for, acquisitions on satisfactory terms, successfully acquire identified targets, or manage timing of acquisitions with our businesses. Additionally, we may not always be successful in integrating acquired businesses into our existing operations, achieving projected synergies, and/or maximizing the value of acquired technologies and businesses. Competition for acquisition opportunities in the various industries in which we operate already exists and may increase, thereby increasing our costs of making acquisitions or causing us to refrain from making further acquisitions. We are also subject to applicable antitrust laws and must avoid anticompetitive behavior. These and other acquisition-related factors negatively and adversely impact our business, financial condition, and/or results of operations. *Impairment of Goodwill and Intangible Assets.* We evaluate the recoverability of recorded goodwill and other intangible asset amounts annually, or when evidence of potential impairment exists. The annual impairment test is based on several factors requiring judgment. We have experienced impairment charges in the past (refer to Note 1, Summary of Significant Accounting and Reporting Policies) of the Consolidated Financial Statements). Additional future impairment may result from, among other things, deterioration in the performance of our business or product lines, adverse market conditions and changes in the competitive landscape, and a variety of other circumstances. The amount of any impairment is recorded as a charge to our Consolidated Statement of Income. We may never realize the full value of our goodwill and intangible assets, and determinations requiring impairment charges have had and will continue to have an adverse effect on our financial condition and results of operations. *Tariffs.* The geopolitical environment between the Unites States and other jurisdictions, most significantly China, continues to cause uncertainty, especially in light of recently imposed tariffs, tariffs threatened to be imposed, and those already existing. For example, the United States has imposed, proposed, and/or threatened tariffs on a broad range of foreign-sourced products and materials including tariffs on products imported from China, Mexico, and Canada. In response, certain trading partners of the United States, including China, have imposed, proposed, and/or threatened retaliatory tariffs and other measures on goods manufactured in the United States. Previously enacted tariffs have increased the Company's input costs and challenged the Company's competitive position in foreign markets, especially in China. The continuance of these tariffs and/or escalation of disputes in the geopolitical environment interferes with supply chains and have had and will continue to have a negative impact on the Company’s business, financial condition, and/or results of operations, especially since the Company primarily manufactures and ships from the United States. We cannot predict what further action may be taken with respect to tariffs or trade relations between the U.S. and other governments, and any further changes in U.S. or international trade policy could have a further adverse impact on our business, financial condition, and results of operations. *Technology Investments.* We have invested in certain companies and projects that we do not have full control over operations, management, or decision-making, which are accounted for under the measurement alternative method of accounting or equity method of accounting. For investments accounted for under the equity method of accounting, we rely on the investment partner for the reporting of the financial results of the investment, and to the extent that the financial reporting of the investments is incorrect, our financial results reported using that information may be incorrect. These investments are subject to risks related to the businesses in which we invest, which may be different than the risks inherent in our own business. Some of these investments have, and could in the future become impaired or have realized or unrealized losses in future periods, which has had and will continue to have an adverse effect on our financial condition and results of operations. *Competition.* We recognize that Magna Mirrors, our main competitor, has considerably more resources available to it, and presents a formidable competitive threat. Additionally, other companies have demonstrated products that are competitive to our FDM® system and other products, especially in the China market. We acknowledge that dimming device (e.g., electrochromic) technology is the subject of research and development efforts by numerous third parties. In July 2016, a revision to UN-ECE Regulation 46 was published with an effective date of June 18, 2016, which allows for camera monitor systems to replace mirrors within Japan and European countries. Since January 2017, camera monitoring systems are also permitted as an alternative to replace mirrors in the Korean market. In 2023, China released and made effective an updated version of its GB15084, which allows for camera monitoring systems, frameless mirrors and aspheric (free-form) glass surfaces. Notwithstanding the foregoing, the Company continues to believe rearview mirrors provide a robust, simple and cost effective means to view the surrounding areas of a vehicle and remain the primary safety function for rear vision today. Cameras, when used as the primary rear vision delivery mechanism, have some inherent limitations such as: electrical failure; cameras being blocked or obstructed; depth perception challenges; and viewing angle of the camera. Nonetheless, the Company continues designing and manufacturing not only rearview mirrors, but CMOS imagers and video displays as well. The Company believes that combining video displays with mirrors provides a more robust product by addressing all driving conditions in a single solution that can be controlled by the driver. The Company acknowledges that as such technology evolves over time, such as cameras replacing mirrors and/or autonomous driving, there will be increased competition. *Biometrics Market.* A component of the Company's growth strategy includes expansion of our biometric technology and solutions into commercial markets. Although the use of biometric readers on popular consumer products, such as smartphones, has increased interest in biometrics as a means of authenticating and/or identifying individuals, commercial markets for biometrics technology are still developing and evolving. Biometrics-based solutions compete with more traditional security methods including keys, cards, personal identification numbers, fingerprints, and security personnel. Acceptance of biometrics as an alternative to such traditional methods depends upon a number of factors, including: the cost, performance and reliability of our products and services and the products and services offered by our competitors; customers’ perceptions regarding the benefits of biometrics solutions; public perceptions regarding the intrusiveness of these solutions and the manner in which organizations use the biometric information collected; public perceptions regarding the confidentiality of private information; proposed or enacted legislation related to privacy of information; customers’ satisfaction with biometrics solutions; and marketing efforts and publicity regarding biometrics solutions. A considerable number of established companies have developed or are developing and marketing software and hardware for biometrics products and applications, including facial recognition, fingerprint biometrics, and other iris authentication competitors that currently compete with, or will compete directly with, our biometric authentication solutions. We expect that additional competitors will enter the biometrics market and become significant long-term competitors, and that as a result, competition will increase. Companies competing with us may introduce solutions that are competitively priced, have increased performance or functionality or incorporate technological advances we have not yet developed or implemented. There is no assurance the Company will be successful in this area. *Supply Chain Disruptions.* As a result of just-in-time supply chains within our business and the automotive industry, disruptions in our supply chain have occurred, are occurring, and may continue to occur due to industry-wide parts shortages, labor shortages, and other global supply chain constraints. We have and continue to take a number of steps to mitigate supply chain challenges, which include strategies involving the additional procurement of available raw materials to prepare for assembling finished goods more quickly when supply constraints ease for certain common components. These inventory strategies further introduce obsolescence risk that impacts our business, financial condition, and/or results of operations. Moreover, as our customers' forecasted demand changes, our inventory may become obsolete and write-offs or write-downs of our inventory may be exacerbated. Disruptions can also occur due to natural disasters, pandemics, work stoppages, strikes, bankruptcy, etc. Such circumstances have disrupted, are disrupting, and will continue to disrupt our shipments to automakers and Tier 1 customers, which adversely affects our business, financial condition, and/or results of operations. *Workforce Disruptions.* We have experienced, and may continue to experience in the future, disruptions to our workforce as a result of a tight labor market, employee illness, quarantines, and absenteeism. The impacts of continued disruptions to our workforce have affected, are affecting, and are expected to continue to affect our business, financial condition, and/or results of operations. *Product Mix.* We sell products that have varying profit margins. Our financial performance has been impacted by the mix of products we sell, and to which customers, during a given period. The industries we operate in are subject to rapid technological change, vigorous competition, short product life cycles and cyclical, ever-changing consumer demand patterns. When our customers are adversely affected by these factors, we are similarly affected to the extent that our customers reduce the volume of orders for our products or certain of our products. As a result of such changes and circumstances impacting our customers, our sales mix shifts, which has either favorable or unfavorable impact on revenue and would include shifts in regional growth and in sales demand, as well as in consumer demand. For example, within the automotive industry, where a decrease in consumer demand for specific types of vehicles where we have traditionally provided higher value content has occurred, that would have a significant effect on our business, financial condition, and/or results of operations. Our forward guidance and estimates assume a certain geographic sales mix as well as a product sales mix. When actual results vary from this projected geographic and product mix of sales, our business, financial condition, and/or results of operations are impacted. *Intellectual Property.* We believe that our patents and trade secrets provide us with some competitive advantage in automotive rearview mirrors, variable dimmable devices, certain electronics, fire protection technologies, and biometric technologies, though no single patent is necessarily required for the success of our products. The loss of any significant combination of patents and trade secrets regarding our products could adversely affect our business, financial condition, and/or results of operations. Lack of IP protection in a number of countries, including China, represents a current and ongoing risk for the Company. *New Technology and Product Development.* We continue to invest significantly in engineering, research and development projects. When any such efforts ultimately prove to be less successful than anticipated, our business, financial condition, and/or results of operations are adversely affected. *Intellectual Property Litigation and Infringement Claims.* The products we sell are continually changing as a result of improved technology. Although we and our suppliers attempt to avoid infringing known proprietary rights of third parties in our products, we may be subject to legal proceedings and claims for alleged infringement of a third party’s patents, trade secrets, trademarks, or copyrights. A successful claim of patent or other IP infringement and damages against us could affect our business, financial condition, and/or results of operations. If a person or company claims that our products infringed their IP rights, any resulting litigation would be costly, time consuming, and would divert the attention of management and key personnel from other business issues. The complexity of the technology involved in our business and the uncertainty of IP litigation significantly increases these risks and makes such risk part of our ongoing business. To that end, we periodically obtain IP rights, in the ordinary course of business, to strengthen our IP portfolio and minimize potential risks of infringement. The increasing tendency of patents granted to others on combinations of known technology and claims for royalties are threats to our Company. Any of these adverse consequences could potentially have a negative impact on our business, financial condition and/or results of operations. *Credit Risk.* The Company has trade accounts receivable balances due from customers to whom sales are made in the ordinary course of business. From time to time, the Company also makes loans in the ordinary course of business to certain of its technology investees. Certain automakers, Tier 1 customers, large retail and commercial customers of the Company, and the Company's technology investees from time to time may consider the sale of certain business segments, bankruptcy, or other changes as a result of financial stress in the existing economic environment. Should one or more of our larger customers (including sales through their Tier 1 suppliers), our investees to whom we have provided loans, or others to whom the Company has extended credit, declare bankruptcy, become insolvent, and/or sell their business, it would adversely affect the collection of receivables, our business, financial condition, and/or results of operations. The current economic environment continues to cause increased financial pressures and production stresses on our customers, which could impact the timeliness of customer payments and ultimately the collectability of receivables. Our allowance for credit losses applicable to trade accounts receivable primarily relate to financially distressed automotive mirror and electronics customers. We continue to work with financially distressed customers in collecting past due balances. Our allowance for credit losses applicable to loans receivable reflect the Company's estimate of expected credit losses over the contractual life of the loans, considering historical loss experience, current conditions, and reasonable and supportable forecasts. Refer to Note 1, Summary of Significant Accounting and Reporting Policies of the Consolidated Financial Statements. *Business Disruptions.* Manufacturing of our proprietary products employing electro-optic technology is performed primarily at our manufacturing facilities in Zeeland and Holland, Michigan. One of our manufacturing facilities is located in Holland, Michigan, which is approximately three miles from our other primary manufacturing facilities in Zeeland, Michigan. Should a natural disaster or other catastrophic event occur, our ability to manufacture product, complete existing orders and provide other services could be severely impacted for an undetermined period of time. We have purchased business interruption insurance to address some of these risks. Our inability to conduct normal business operations for a period of time may have an adverse impact on our business, financial condition, and/or results of operations. *Information Technology ("IT) Infrastructure and Cybersecurity.* Any failure of our IT infrastructure adversely impacts our business, financial condition, and/or results of operations. We rely upon the capacity, reliability and security of our IT infrastructure and our ability to expand and continually update this infrastructure in response to the changing needs of our business. For example, we have implemented enterprise resource planning and other IT systems in certain aspects of our business over a period of several years and continue to update and further implement new systems going forward. Like many systems, these systems may not always perform as expected. We also face the challenge of supporting our older systems and implementing necessary upgrades. When we experience a problem with the functioning of an important IT system or a security breach of our IT systems, the resulting disruptions have an adverse effect on our business, financial condition, and/or results of operations. We face certain security threats, including threats to the confidentiality, availability and integrity of our data and systems. We maintain an extensive network of technical security controls, policy enforcement mechanisms, monitoring systems and management, Board, and Board committee oversight in order to address these threats. While these measures are designed to prevent, detect and respond to unauthorized activity in, or otherwise compromise of, our systems, certain types of attacks, including cyber-attacks, could result in significant financial or information losses and/or reputational harm. We, and certain of our third-party vendors, receive and store personal information in connection with our human resources operations and other aspects of our business. Despite our implementation of security measures, our IT systems, like all IT systems, are vulnerable to damages from computer viruses, natural disasters, unauthorized access, cyber-attack, and other similar disruptions. System failures, accidents or security breaches result in disruptions to our operations. A material network breach in the security of our IT systems could include the theft of our IP, trade secrets or customer information. To the extent that any disruptions or security breaches result in a loss or damage to our data, or an inappropriate disclosure of confidential or customer information, it could cause significant damage to our reputation, affect our relationships with our customers, lead to claims against the Company and ultimately harm our business, reputation, financial condition, and/or results of operations. In addition, we incur significant costs to protect against damage caused by these disruptions or security breaches. *Government Regulations.* The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the supply of certain minerals, known as conflict minerals, originating from the Democratic Republic of Congo ("DRC") and adjoining countries. As a result, in 2012 the SEC adopted annual disclosure and reporting requirements for those companies who use conflict minerals mined from the DRC and adjoining countries in their products. These requirements necessitate due diligence efforts, and the Company has disclosed its findings annually to the SEC on Form SD around May 30 of each year since 2012. As there are only a limited number of suppliers offering "conflict free" minerals necessary for our products, the Company cannot always be absolutely certain that we will be able to obtain necessary conflict minerals from such suppliers in sufficient quantities or at competitive prices. Also, the Company may face reputational challenges if we determine that certain of our products contain minerals not determined to be conflict free (not withstanding Company efforts to ensure they are) or if the Company is unable to sufficiently verify the origins for all conflict minerals used in the Company's products through the procedures the Company has implemented. The Company, along with many governments, regulators, investors, employees, customers and other stakeholders, are increasingly focused on environmental, social, and governance considerations relating to our business, including greenhouse gas emissions, human and civil rights and diversity, equity and inclusion. New laws and regulations in these areas have been proposed and may be adopted by varying levels of government, and the criteria used by regulators and other relevant stakeholders to evaluate practices, capabilities and performance are changing rapidly, which in each case could require us to undertake costly initiatives or operational changes. Non-compliance with emerging rules or standards or a failure to address regulator, stakeholder and societal expectations may result in potential cost increases, litigation, fines, penalties, production and sales restrictions, brand or reputational damage, loss of customers, suppliers and commercial partners, failure to retain and attract talent, lower valuation and higher investor activism activities. In addition, we may make statements about our goals and initiatives in this regard through periodic financial and non-financial reports, information provided on our website, press statements and other communications. Managing these considerations and implementing these goals and initiatives involves risks and uncertainties, including increased costs, requires investments and often depends on third-party performance or data that is outside our control. We cannot guarantee that we will achieve any such goals and initiatives we may announce, satisfy all stakeholder expectations, or that the benefits of implementing or achieving these goals and initiatives will not surpass their projected costs. Any failure, or perceived failure, to achieve such goals and initiatives, as well as to manage risks attendant thereto, adhere to public statements, comply with federal, state or international laws and regulations or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, financial condition or results of operations. *Antitakeover Provisions.* Our articles of incorporation, bylaws, and the laws of the state of Michigan include provisions that may provide our Board with adequate time to consider whether a hostile takeover offer is in our best interest and the best interests of our shareholders. These provisions, however, could discourage potential acquisition proposals and could delay or prevent a change in control. *Fluctuations in Market Price.* The market price for our common stock has fluctuated, ranging from a low closing price of $20.83 to a high closing price of $29.06 during calendar year 2025. The overall market and the price of our common stock may continue to fluctuate. There may be a significant impact on the market price for our common stock relating to the issues discussed above or due to any of the following: - Variations in our anticipated or actual operating results or the results of our competitors; - Changes in investors’ or analysts’ perceptions of the risks and conditions of our business and in particular our primary industry; - IP litigation and infringement claims or other litigation; - The size of the public float of our common stock; - Market conditions, including the industry in which we operate; and - General macroeconomic conditions. ### General Risk Factors *Income Taxes.* The Company is subject to income taxes in the U.S. and other foreign jurisdictions. Changes in tax rates, adoption of new tax laws or other additional tax policies, the expiration of existing tax benefits, and other proposals to reform United States and foreign tax laws can adversely affect the Company's operating results, cash flows, and financial condition. The Company’s domestic and international tax liabilities are dependent upon the location of earnings among these different jurisdictions. *Employees.* Our business success depends on attracting and retaining qualified personnel. Throughout our Company, our ability to sustain and grow our business requires us to hire, retain and develop a highly skilled and diverse management team and workforce. Failure to ensure that we have the leadership capacity with the necessary skill sets and experience and a skilled workforce could impede our ability to deliver our growth objectives and execute our strategic plan. Organizational and reporting changes within management could result in, and relatively low unemployment (especially where our manufacturing operations are located) has contributed to, increased turnover. Turnover, inability to attract and retain key employees, including managers, or government mandated remote work have had, and may continue to have a negative effect on our business, financial condition and/or results of operations. *International Operations.* We currently conduct operations in various countries and jurisdictions, including purchasing raw materials and other supplies from many different countries around the world, which subjects us to the legal, political, regulatory and social requirements, as well as various economic conditions in these jurisdictions. Some of these countries are considered growth markets. International sales and operations, especially in growth markets, subject us to certain risks inherent in doing business abroad, including: - Exposure to local economic, political, and labor conditions; - Unexpected changes in laws, regulations, trade or monetary or fiscal policy, including interest rates, foreign currency exchange rates, and changes in the rate of inflation in the U.S. and other foreign countries; - Tariffs (as discussed herein), quotas, customs, and other import or export restrictions and other trade barriers; - Natural disasters, political crises, and public health crises (e.g., pandemics), which have caused, are causing, and will likely continue to cause downtime and closures at both supplier and customer facilities; - Expropriation and nationalization; - Difficulty of enforcing agreements, collecting receivables, and protecting assets through non-U.S. legal systems; - Reduced IP protection; - Withholding and other taxes on remittances and other payments by subsidiaries; - Investment restrictions or requirements; - Export and import restrictions; - Violence and civil unrest in local countries; - Compliance with the requirements of an increasing body of applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws of various other countries; and - Exposure related to buying, selling and financing in currencies other than the local currencies of the countries in which we operate. *Other.* Other issues and uncertainties which could adversely impact our business, financial condition, and/or results of operations include: - Rising commodity prices and inflation generally, where we are unable to recover such increases from customers; - Increasing interest rates impact our financial performance due to an increase in realized losses on the sale of fixed income investments and/or recognized losses due to a corresponding impairment adjustment on investment securities and can impact customer demand as well; - General economic conditions continue to be of concern in many of the regions in which we do business, given that our primary industry is greatly impacted by overall general economic conditions. Any continued adverse worldwide economic conditions, currency exchange rates, trade wars (including tariffs and counter-tariff measures), war or significant terrorist acts, each affect worldwide automotive sales and production levels, thereby impacting the Company; - Climate change; - Public health crises (e.g. pandemics) that can result in part shortages, labor shortages, or other impacts to the supply chain or customers; - Manufacturing yield issues; and - Obligations and costs associated with addressing quality issues or warranty claims. ## Cybersecurity As filed, 7,018 characters. #### Risk Management and Strategy The Company has implemented and maintains multiple layers of physical, administrative and technical security processes designed to protect our manufacturing facilities from disruptions that may result from cybersecurity incidents, as well as to safeguard the confidentiality of our critical systems, and data residing on those systems, including employee data, customer data, and IP. Our risk assessment and management of material risks from cybersecurity threats is integrated into our overall enterprise risk management process, as well as our information systems processes. Our strategy includes regular formal risk assessments, dynamic risk and threat analysis, utilization of security tools, regular cybersecurity-related tabletop and phishing exercises designed to simulate cybersecurity incidents, and frequent security awareness and technical security trainings. We conduct periodic internal and third-party assessments to evaluate our cybersecurity posture and test and assess our incident response program, incident roles and responsibilities, material impact evaluation, and decision-making processes in the event of a cybersecurity incident. We use our risk and security assessments to enhance our information security capabilities. Depending on the environment, we implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our information systems and data, including an incident response policy, plan, procedures and scenario-based playbooks, an incident detection and response program, a vulnerability management program, disaster recovery and business continuity plans, risk assessment processes, security standards, network security controls, access controls, systems monitoring, employee awareness training, and cybersecurity insurance. The Company has obtained Trusted Information Security Assessment Exchange (TISAX) certification labels within the United States, Germany, and China. The Company is also continuing to work on its ISO 27001 certification. Our internal information security team oversees and works collaboratively with various information security service providers. Our cybersecurity program incorporates external guidance and expertise through the use of third-party service providers to assist in the identification, assessment and management of risks specific to cybersecurity threats, including vendors providing threat intelligence, risk mitigation, dark web monitoring, external scanning and scoring, threat and reputation monitoring, forensics, cyber-insurance, advisory services, and legal counsel. Our security processes include assessing risks arising from engagement of third-party security service providers. Our approach to selecting and overseeing such security service providers includes structured due diligence and an ongoing monitoring process. Prior to engagement, we conduct risk‑based vetting of technical competencies, attestations or certifications, policies and controls related to access management, data handling, encryption, incident response, and conflicts of interest and independence. Contractual arrangements with security service providers are tailored to risk and generally include confidentiality and data protection obligations, restrictions on use and disclosure of our information, and requirements for secure transmission, processing, and termination rights for control failures or noncompliance. We put in place least‑privilege access, multifactor authentication, and other technical safeguards as appropriate. We have an incident response plan that includes scenario-based playbooks for managing cybersecurity incidents and associated crisis communication procedures designed to facilitate coordination across the Company and with our partners, customers, the public and others. For the year ended December 31, 2025, there have been no risks from cybersecurity threats that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations or financial condition. For a description of risks related to our information technology systems, including cybersecurity threats, see Item 1A, "Risk Factors." #### Governance Our Board addresses cybersecurity risk management as part of its general oversight function. The Audit Committee of the Board (the "Audit Committee") is responsible for overseeing our cybersecurity risk management processes, including our assessment and mitigation of material risks from cybersecurity threats. The Audit Committee receives regular reports, summaries or presentations related to cybersecurity threats, risk, mitigation and related processes from our information technology and cybersecurity experts. In addition, on at least an annual basis, the Board receives reports, summaries or presentations related to cybersecurity threats, risk, mitigation and related processes. Our cybersecurity risk assessment and management processes are implemented and maintained by our Vice President of Information Technology and Information Security Officer ("VP of IT"), who is supported by other members of management, as necessary. Our VP of IT is responsible for approving budgets, cybersecurity incident preparedness, approving cybersecurity processes, reviewing security assessments and other security-related reports, engaging security service providers, and providing the Chief Financial Officer ("CFO") with regular updates on cybersecurity-related matters. The Company also has an IT Executive Steering Committee comprised of the VP of IT, CFO, General Counsel, Chief Operating Officer and Chief Technology Officer, and Vice President of Operations. The VP of IT provides regular cybersecurity updates to the Audit Committee. The Company's VP of IT has served in this role for four years and has more than 25 years of relevant experience. In addition, we have an information security team comprised of dozens of employees dedicated to cybersecurity with extensive experience and relevant certifications. The VP of IT is responsible for hiring appropriate personnel, assisting with the integration of cybersecurity risk considerations into our overall risk management strategy, communicating key priorities to relevant personnel, and mitigating and remediating in the event of a cybersecurity incident. Our cybersecurity incident response and vulnerability management programs are designed to escalate certain cybersecurity incidents to various levels of management depending on the circumstances, including our VP of IT, General Counsel, CFO and/or Chief Executive Officer. Management works with our incident response team to help mitigate and remediate certain escalated cybersecurity incidents. In addition, our incident response and vulnerability management programs include reporting certain cybersecurity incidents to the Audit Committee and, in appropriate circumstances, to the Board. ## Properties As filed, 4,782 characters. As of December 31, 2025, the Company operates primarily out of facilities in Zeeland and Holland, Michigan, which consist of manufacturing, warehouse, and office space. The Company also operates a chemistry lab facility in Zeeland, Michigan to support production. In April 2025, the Company acquired VOXX, which operates primarily out of facilities in Hauppauge, NY, and Indianapolis, IN. In addition, the Company operates overseas offices in Europe and Asia as further discussed below. The location, square footage and use of the most significant facilities as of December 31, 2025 were as follows: | Owned Locations | Square Footage | Use | | --- | ---: | --- | | Zeeland, MI | 26,600 | Warehouse, Office | | Zeeland, MI | 197,400 | Manufacturing, Office | | Zeeland, MI | 70,100 | Manufacturing | | Zeeland, MI | 70,100 | Office | | Zeeland, MI | 427,500 | Manufacturing | | Zeeland, MI | 168,900 | Manufacturing | | Zeeland, MI | 334,200 | Manufacturing, Office | | Zeeland, MI | 100,000 | Manufacturing, Warehouse | | Zeeland, MI | 31,800 | Office | | Zeeland, MI | 349,600 | Manufacturing, Warehouse | | Zeeland, MI | 559,400 | Warehouse | | Zeeland, MI | 449,500 | Manufacturing, Warehouse | | Holland, MI | 242,300 | Manufacturing, Warehouse | | Auburn Hills, MI | 30,600 | Office, Engineering | | Erlenbach, Germany | 100,000 | Office | | Langenzenn, Germany | 120,000 | Office, Warehouse | | Shanghai, China | 21,000 | Office, Warehouse | | Shanghai, China | 60,000 | Office, Warehouse, Light Assembly | | Hauppauge, NY | 55,400 | Office | | Hope, AR | 198,400 | Warehouse | | Indianapolis, IN | 114,000 | Office | In 2023, the Company completed construction on a 345,000 square-foot manufacturing facility located at a 140 acre site in Zeeland, Michigan, where the Company previously performed master planning and completed land infrastructure improvements. The total cost of the building project was approximately $85 million, which was funded with cash and cash equivalents on hand. In the fourth quarter of 2024, the Company completed construction on two building expansions. The Company expanded its current distribution center by an additional 300,000 square feet, at a total cost of approximately $40 million. The Company also expanded another of its manufacturing facilities by an additional 60,000 feet, with a total cost of approximately $20 million. Both of these expansion projects were funded with cash and cash equivalents on hand. In the fourth quarter of 2025, the Company completed construction of the previously announced Gentex Discovery Preschool, an on-site daycare and preschool designed to provide Company employees with convenient, cost-effective access to quality childcare. The total cost of the building project was approximately $20 million and was funded with cash and cash equivalents on hand. The Company has also leased sales and engineering offices throughout North America, Europe, and Asia to support its sales and engineering efforts, and, in addition, has leased manufacturing facilities in Grand Rapids, Michigan and Nogales, Mexico: | Country | Number of Leased Offices/Facilities | | --- | ---: | | United States | 7 | | Japan | 5 | | Germany | 4 | | Canada | 3 | | Israel | 2 | | China | 2 | | Korea | 2 | | Mexico | 1 | | United Kingdom | 1 | | Sweden | 1 | | France | 1 | The Company's Automotive Products segment operates in virtually all of the foregoing facilities. The Company's Premium Audio Products segment operates in the Indianapolis, Indiana facility, as well as sales offices in China, France, Germany, and the Netherlands. The Company's Other segment operates in certain Michigan and Germany facilities, as well as research and development offices in Salt Lake City, Utah; Santa Clara, California; Canada; and Israel. ### Capacity. The Company believes its existing and planned facilities are currently suitable, adequate, and have the capacity required for current and near-term planned business. Nevertheless, the Company continues to evaluate longer term facilities needs. The Company estimates that it currently has building capacity to manufacture approximately 42 - 45 million interior automatic-dimming mirror units annually, based on current product mix. The Company evaluates equipment capacity on an ongoing basis and adds equipment as needed. In 2025, the Company shipped 28.6 million interior automatic-dimming mirrors. The Company’s automotive exterior mirror manufacturing facility has an estimated building capacity to manufacture approximately 19 - 22 million units annually, based on the current product mix. The Company evaluates equipment capacity on an ongoing basis and adds equipment as needed. In 2025, the Company shipped approximately 16.2 million exterior automatic-dimming mirrors. ## Legal proceedings As filed, 2,232 characters. The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. Such matters are subject to many uncertainties and outcomes are not predictable. The Company does not believe however, that at the current time, there are any matters that constitute material pending legal proceedings that will have a material adverse effect on the financial position, future results of operations, or cash flows of the Company. On April 1, 2025, the Company completed its acquisition of VOXX (see Note 11, "Acquisitions"). In connection with the acquisition, VOXX as acquired, maintained responsibility for certain legal matters and royalty audits. These matters include legal proceedings in which VOXX was named a defendant prior to the acquisition date, as well as unasserted claims and other legal matters for which the underlying events or circumstances existed as of the acquisition date and for which a liability was required to be recognized under ASC 805, *Business Combinations* ("ASC 805"). As part of the purchase price allocation pursuant to applicable guidance, the Company recorded provisional liabilities for these matters based on preliminary estimates of their fair values as of the acquisition date. During the fourth quarter of 2025, one of the legal proceedings was settled for an amount less than the related provisional liability. Accordingly, during the measurement period, the Company adjusted the provisional liability to reflect the settlement amount, with a corresponding adjustment to goodwill. The Company will continue to monitor the status of the remaining legal proceeding and royalty audits and adjust the provisional liabilities, as appropriate, as additional information becomes available or the matters are resolved. Any adjustments to these provisional liabilities will be recorded as measurement period adjustments to the purchase price allocation, with a corresponding adjustment to goodwill. Changes recognized after the measurement period will be reflected in earnings in the period in which the adjustment is identified. ## Management's discussion and analysis As filed, 39,588 characters. ### Results of Operations The following table sets forth for the periods indicated certain items from the Company’s Consolidated Statements of Income expressed as a percentage of net sales and the percentage change in the dollar amount of each such item from that in the indicated previous year. | | Percentage of Net Sales Year Ended December 31, 2025 | 2024 | 2023 | Percentage Change 2025 Vs 2024 | 2024 Vs 2023 | | --- | ---: | ---: | ---: | ---: | ---: | | Net Sales | 100.0% | 100.0% | 100.0% | 9.6% | 0.6% | | Cost of Goods Sold | 65.8 | 66.7 | 66.8 | 8.1 | 0.4 | | Gross Margin | 34.2 | 33.3 | 33.2 | 12.4 | 1.1 | | Operating Expenses: | | | | | | | Engineering, Research and Development | 8.0 | 7.8 | 6.7 | 12.0 | 17.6 | | Selling, General and Administrative | 7.0 | 5.2 | 4.9 | 47.0 | 7.5 | | Severance Expense | 0.5 | — | — | N/A | N/A | | Impairment Charges | — | 0.4 | — | N/A | N/A | | Total Operating Expenses: | 15.5 | 13.5 | 11.6 | 26.1 | 16.7 | | Income From Operations | 18.7 | 19.9 | 21.6 | 3.1 | (7.3) | | Other (Loss)/Income | (0.5) | 0.5 | 0.4 | (203.1) | 35.0 | | Income Before Provision for Income Taxes | 18.2 | 20.4 | 22.0 | (2.4) | (6.5) | | Provision for Income Taxes | 3.0 | 2.9 | 3.3 | 12.8 | (11.6) | | Net Income Attributable to Gentex | 15.2% | 17.5% | 18.6% | (4.9)% | (5.6)% | ### Results of Operations: 2025 to 2024 *Net Sales* In 2025, the Company's consolidated net sales increased by $221.0 million, or 10% compared to the prior year. The Company completed its acquisition of VOXX on April 1, 2025 and included VOXX's results in the Company's financial statements beginning at the start of the second quarter of calendar year 2025. Core Gentex sales were $2.27 billion for calendar year 2025, a 2% decline versus calendar year 2024, primarily driven by tariff and counter-tariff actions and resulting reduction in demand for exports of the Company's products into the China market. In the Company's primary regions of North America, Europe, and Japan/Korea, automotive revenues increased approximately 1% year-over-year for calendar year 2025, despite a 1% decline in light‑vehicle production in those same markets compared to 2024. For calendar year 2025, Gentex Automotive net sales without VOXX were $2.22 billion, which was a 2% decrease compared to $2.26 billion in 2024, and compared with a year-over-year decline in auto-dimming mirror shipments of 6%. Gentex Other net sales (not including VOXX) for calendar year 2025, which includes dimmable aircraft windows, fire protection products, medical products, and biometric products were $51.1 million, compared to Other net sales of $48.6 million in calendar year 2024. BioConnect, which operates in the Biometrics segment and was acquired on July 1, 2025, contributed total sales of $4.5 million to Gentex Other net sales for calendar year 2025. VOXX, which operates in the Automotive, Premium Audio and Other segments, contributed total net sales of $267.2 million for calendar year 2025. *Cost of Goods Sold* As a percentage of net sales, cost of goods sold decreased from 66.7% in 2024 to 65.8% in 2025. The year over year improvement in the gross margin was primarily the result of purchasing cost reductions, operational efficiencies, and favorable product mix, partially offset by tariff related costs that were not reimbursed during the year. On a year over year basis, improved labor costs and operational efficiencies had a positive impact of approximately 110 basis points and product mix had a positive impact of approximately 80 basis points on gross margin on a year over year basis. These improvements were partially offset by incremental tariff‑related costs, which reduced gross margin in 2025 by approximately 110 basis points, net of recoveries, compared to calendar year 2024. *Operating Expenses* Engineering, research and development expenses ("E, R & D") increased by $21.8 million or 12% from 2024 to 2025, and was 8% of net sales in both 2025 and 2024. E, R & D increased year over year primarily due to the VOXX acquisition, which contributed $18.0 million to E, R, & D. Selling, general and administrative expenses ("S, G & A") increased by $56.8 million or 47% from 2024 to 2025, representing 7% of net sales. The primary reason for the year over year increase in S, G & A from 2024 to 2025 was the addition of VOXX, which contributed $55.1 million to S, G & A in 2025. The Company also recorded total severance expense of $11.6 million during calendar year 2025, which was not present in the prior calendar year, related primarily to early‑retirement programs offered to certain Company employees in order to reduce ongoing operating expenses. In calendar year 2024, the Company recorded impairment charges of $8.9 million for Goodwill and in-process research and development ("IPR&D"), as previously disclosed, which did not recur in 2025. *Total Other (Loss) Income* Investment (loss) income, net, decreased $14.7 million to a net loss of $1.3 million for 2025, compared to net income of $13.4 million for 2024. During calendar year 2025, this net loss included impairments of $14.1 million related to certain of the Company's equity investments. Other, net decreased $10.7 million in 2025 versus 2024, primarily due to credit loss reserves of $7.4 million recorded in 2025 related to certain loans receivable. *Taxes* The effective tax rate was 16.6% for the year ended December 31, 2025, compared to 14.3% for the prior year. The effective tax rate in 2025 differed from the statutory federal income tax rate, primarily due to tax benefits related to stock-based compensation, as well as a lower benefit from the Foreign-Derived Intangible Income deduction ("FDII"). In 2024, the effective tax rate differed from the statutory federal income tax rate primarily due to FDII and R&D tax credits. On July 4, 2025, the One Big Beautiful Bill Act was enacted into law. The legislation included certain potentially taxpayer-favorable provisions applicable to the 2025 tax year and future periods, including the restoration of depreciation and amortization in adjusted taxable income for purposes of the Section 163(j) interest limitation, the reinstatement of immediate deductibility of domestic research and development expenditures, and the permanent extension of 100% bonus depreciation for qualifying property. In accordance with ASC 740, *Income Taxes*, the Company recognized the effects of the enacted tax law changes in its income tax provision for the year ended December 31, 2025. Nevertheless, the potentially taxpayer-favorable provisions of the One Big Beautiful Bill did not have a material impact on our effective tax rate. *Net Income* Net income decreased by $19.6 million in 2025, or 5% compared to 2024, in large part due to the year over year changes in Other (loss) income. ### Results of Operations: 2024 to 2023 *Net Sales* In 2024, the Company's net sales increased by $14.1 million, or 1% compared to the prior year, representing the highest annual sales in Company history, despite light vehicle production in 2024 that decreased year-over-year by more than 4% in the Company's primary markets. The Company's revenue outperformance in 2024 versus the underlying market was driven primarily by growth in FDM unit shipments. Other net sales for calendar year 2024 were $48.6 million, compared to Other net sales of $44.6 million in calendar year 2023. Fire protection sales in 2024 increased 4% year over year, while dimmable aircraft windows increased by 9% in 2024, compared to calendar year 2023. Medical product sales were $1.4 million for calendar 2024. *Cost of Goods Sold* As a percentage of net sales, cost of goods sold decreased from 66.8% in 2023 to 66.7% in 2024. The year over year increase in the gross margin was primarily the result of supplier cost reductions and lower freight costs, though these benefits were largely offset by weaker than expected product mix, higher labor costs, and the inability to leverage fixed overhead costs due to the lower than forecasted revenue for the year. On a year over year basis, supplier cost reductions and lower freights costs had a positive impact of approximately 100 - 150 basis points and 50 - 100 basis points on gross margin, respectively. Product mix had a negative impact of approximately 100 - 150 basis points on gross margin on a year over year basis. Labor costs and inability to leverage fixed overhead costs, each had a negative impact of approximately 25 - 50 basis points on gross margin on a year over year basis. *Operating Expenses* E, R, & D increased by $27.1 million or 18% from 2023 to 2024, which represents 8% of net sales in 2024, compared to 7% of net sales in 2023. E, R & D increased year over year primarily due to additional staffing and engineering related professional fees to assist with the execution of a high number of new product launches, product redesigns to optimize costs, and new product development. S, G & A expenses increased by $8.5 million or 8% from 2023 to 2024, which remained at 5% of net sales. The primary reason for the year over year increase in S, G & A from 2023 to 2024 was increased staffing expenses. The Company also recorded impairment charges of $8.9 million for Goodwill and IPR&D related to the Vaporsens technology acquired in 2020, as previously disclosed. *Total Other Income (Loss)* Investment income decreased $0.1 million to $13.4 million for 2024 compared to $13.5 million for 2023. Other income – net increased $3.3 million in 2024 versus 2023, primarily due to increased interest income from fixed income investments. *Taxes* The effective tax rate was 14.3% for the year ended December 31, 2024, compared to 15.2% for the prior year. The effective tax rates in 2024 and 2023 differed from the statutory federal income tax rate, primarily due to FDII, and R&D tax credits. *Net Income* Net income decreased by $23.9 million in 2024, or 6% compared to 2023, primarily due to the year over year changes in operating profits. ### NON-GAAP FINANCIAL MEASURES: Financial information for the year ended December 31, 2025 is provided in accordance with Generally Accepted Accounting Principles ("GAAP"). In addition, the Company believes that it is useful for the years ended December 31, 2025 and 2024 to provide certain non-GAAP measures, including Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Expenses, Adjusted Income from Operations, Adjusted Net Income Attributable to Gentex Corporation, and Adjusted Earnings per Share Attributable to Gentex Corporation, with the adjustments set forth in the tables below. Use of the terms "adjusted" or "excluding," as appropriate, in connection with a financial measure can identify and reflect a non-GAAP financial measure. This non-GAAP financial information allows investors to evaluate recent performance in the Company's core business in relation to historical performance by excluding the impact of certain purchase price adjustments pursuant to ASC 805, *Business Combinations*, acquisition related costs, severance costs, and certain impairment charges as set forth in the tables below. The Company believes that the presentation of these non-GAAP financial measures provides insight into the Company's core performance and trends with respect to the same. Management of the Company similarly uses such non-GAAP financial measures in assessing the business internally. A reconciliation of Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Expenses, Adjusted Income from Operations, Adjusted Net Income Attributable to Gentex Corporation, and Adjusted Earnings per Share Attributable to Gentex Corporation to the most directly comparable GAAP measures is provided in the tables below. Like all non-GAAP financial measures, these non-GAAP measures are intended to supplement, not to replace, GAAP measures. All non-GAAP financial measures are subject to inherent limitations because not all of the adjustments and expenses required by GAAP are included. | | Gentex | VOXX | Twelve Months Ended December 31, Consolidated 2025 | Consolidated 2024 | | --- | ---: | ---: | ---: | ---: | | Gross Profit - GAAP | 787,399,074 | 79,309,866 | $866,708,940 | $771,090,190 | | Inventory purchase price step-up adjustments pursuant to ASC 805 | 398,301 | 2,498,442 | 2,896,743 | — | | Adjusted Gross Profit - (Non-GAAP) | $787,797,375 | $81,808,308 | $869,605,683 | $771,090,190 | | Gross Margin - GAAP | 34.7% | 29.7% | 34.2% | 33.3% | | Adjusted Gross Margin - (Non-GAAP) | 34.7% | 30.6% | 34.3% | 33.3% | | Operating Expenses - GAAP | 318,453,383 | 74,319,803 | 392,773,186 | 311,363,617 | | Less: | | | | | | Acquisition Related Costs | 2,316,164 | 1,515,844 | 3,832,008 | 1,866,998 | | Severance Costs | 10,432,974 | 1,211,764 | 11,644,738 | — | | Impairment Charges | — | — | — | 8,864,704 | | Adjusted Operating Expenses - (Non-GAAP) | $305,704,245 | $71,592,195 | $377,296,440 | $300,631,915 | | Income from Operations - GAAP | 468,945,691 | 4,990,063 | 473,935,754 | 459,726,573 | | Inventory purchase price step-up adjustments pursuant to ASC 805 | 398,301 | 2,498,442 | 2,896,743 | — | | Acquisition Related Costs | 2,316,164 | 1,515,844 | 3,832,008 | 1,866,998 | | Severance Costs | 10,432,974 | 1,211,764 | 11,644,738 | — | | Impairment Charges | — | — | — | 8,864,704 | | Adjusted Income from Operations - (Non-GAAP) | $482,093,130 | $10,216,113 | $492,309,243 | $470,458,275 | **Adjusted Net Income and Adjusted Earnings per Share Attributable to Gentex Corporation:** Adjusted Net Income Attributable to Gentex Corporation and Adjusted Earnings per Share Attributable to Gentex Corporation are also presented as supplemental measures of the Company's performance for the same reasons set forth above. Adjusted Net Income Attributable to Gentex Corporation is defined as Net Income Attributable to Gentex Corporation, adjusted for purchase price adjustments pursuant to ASC 805, acquisition related costs, severance costs, and certain impairment charges during the years ended December 31, 2025 and 2024. Adjusted Earnings per Share Attributable to Gentex Corporation is defined as Adjusted Net Income Attributable to Gentex Corporation divided by the weighted average shares outstanding. | | Gentex | VOXX | Twelve Months Ended December 31, 2025 Consolidated | 2024 Consolidated | | --- | ---: | ---: | ---: | ---: | | Net Income Attributable to Gentex Corporation - GAAP | $378,714,570 | $6,126,797 | $384,841,367 | $404,487,743 | | Inventory purchase price step-up adjustments pursuant to ASC 805, net of tax (1) | 332,183 | 2,083,701 | 2,415,884 | — | | Acquisition Related Costs, net of tax (1) | 1,931,681 | 1,264,214 | 3,195,895 | 1,600,017 | | Severance Costs, net of tax (1) | 8,701,100 | 1,010,611 | 9,711,711 | — | | Impairment charges, net of tax (1) | — | — | — | 7,597,051 | | Adjusted Net Income Attributable to Gentex Corporation - (Non-GAAP) | $389,679,534 | $10,485,323 | $400,164,857 | $413,684,811 | | Adjusted Earnings Per Share Attributable to Gentex Corporation: | | | | | | Basic | $1.76 | $0.05 | $1.81 | $1.81 | | Diluted | $1.76 | $0.05 | $1.81 | $1.81 | | (1) Tax effect adjustments are made using the Company's effective tax rate and such rate reasonably reflects the tax effects of applicable adjustments. | | | | | ### Liquidity and Capital Resources The Company’s financial condition throughout the periods presented has remained strong. The Company's cash and cash equivalents were $145.6 million, $233.3 million, and $226.4 million as of December 31, 2025, 2024 and 2023, respectively. The Company's cash and cash equivalents include amounts held by foreign subsidiaries of $26.0 million, $12.6 million, and $14.8 million as of December 31, 2025, 2024 and 2023, respectively. Cash flow from operating activities was $587.1 million, $498.2 million and $537.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Cash flow from operating activities increased $88.9 million for the year ended December 31, 2025, compared to the prior year, primarily due to increases in accounts payable, accrued royalties, and accrued sales incentives incurred by VOXX. Cash flow from operating activities decreased $39.0 million for the year ended December 31, 2024 compared to the same period in 2023, primarily due to decreases in net income and changes in working capital. Cash flow used for investing activities for the year ended December 31, 2025 increased by $64.8 million to $266.9 million, compared with cash flow used for investing activities of $202.1 million for the year ended December 31, 2024, primarily due to an increase in business acquisitions year over year, offset by a reduction in capital expenditures, as well as a decrease in purchases of investments and higher sales of available-for-sale securities. Cash flow used for investing activities for the year ended December 31, 2024 decreased by $97.3 million to $202.1 million, compared to cash flow used for investment activities for the year ended December 31, 2023, primarily due to decreased capital expenditures in 2024 compared to 2023, as well as decreased expenditures on business acquisitions in 2024 compared to 2023. Capital expenditures were $129.1 million, $144.7 million, and $183.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. Capital expenditures for the year ended December 31, 2025 decreased by $15.6 million compared with the year ended December 31, 2024, as a result of a reduction in expenditures related to building and facility construction projects primarily due to the timing of the initiation and completion of projects. Capital expenditures for the year ended December 31, 2024, decreased by $39.0 million compared to the year ended December 31, 2023, primarily due to a decrease in expenditures related to building and facility construction projects. Cash flow used for financing activities for the year ended December 31, 2025, increased $118.6 million to $407.9 million, compared to $289.3 million for the year ended December 31, 2024, primarily due to an increase in spending on shares of common stock repurchased, which totaled $315.5 million during the calendar year 2025 as compared to $206.1 million during the calendar year 2024. Cash flow used for financing activities for the year ended December 31, 2024, increased $59.1 million to $289.3 million compared to the year ended December 31, 2023, primarily due to an increase in the amount of shares of common stock repurchased which totaled $206.1 million during the calendar year 2024, as compared to $147.4 million during the calendar year 2023. Short-term investments as of December 31, 2025 were $5.4 million, down from $22.3 million as of December 31, 2024, and long-term investments were $273.0 million as of December 31, 2025, down from $339.6 million as of December 31, 2024, due primarily to changes in the Company's overall investment portfolio. Accounts receivable as of December 31, 2025 increased $73.2 million compared to December 31, 2024, primarily due to the addition of VOXX sales, as well as the timing of customer payments. Inventories as of December 31, 2025, increased $79.8 million compared to December 31, 2024, primarily due to an increase in finished goods as a result of the acquisition of VOXX. Intangible Assets, net as of December 31, 2025, decreased $5.8 million compared to December 31, 2024, due to the amortization of definite lived intangible assets (including the full amortization of certain assets and the commencement of amortization of IPR&D assets put into service), which is discussed further in Note 9, Goodwill and Intangible Assets of the Consolidated Financial Statements, offset in part by the addition of intangible assets acquired in conjunction with the acquisition of BioConnect in July 2025, as further discussed in Note 11, Acquisitions. Accounts payable as of December 31, 2025, increased $80.7 million compared to December 31, 2024, primarily due to the timing of payments, as well as the addition of VOXX. Total accrued liabilities as of December 31, 2025 increased approximately $54.2 million compared to December 31, 2024, primarily due to increases in accrued royalties, accrued salaries and wages payable, and accrued sales incentives which were all driven by the VOXX acquisition. Management considers the Company’s current working capital and long-term investments, as well as its existing credit financing arrangement (notwithstanding covenants prohibiting additional indebtedness), discussed further in Note 2 of the Consolidated Financial Statements, in addition to internally generated cash flows, to be sufficient to cover anticipated cash needs for the foreseeable future considering its contractual obligations and commitments. The following is a summary of working capital and fixed income long-term investments: | | 2025 | 2024 | 2023 | | --- | ---: | ---: | ---: | | Working Capital | $740,891,499 | $784,635,494 | $726,129,177 | | Fixed Income Long Term Investments | 108,145,410 | 141,961,474 | 155,863,252 | | Total | $849,036,909 | $926,596,968 | $881,992,429 | The decrease in working capital as of December 31, 2025, compared to December 31, 2024, is primarily due to an increase in accounts payable and accrued expenses and a decrease in short term investments, offset by increases in accounts receivable, inventory, and prepaid expenses. The increase in working capital as of December 31, 2024, compared to 2023, was primarily due to increases in prepaid expenses and in inventory, partially offset by a decrease in accounts payable. Please refer to Part II, Item 5, with regard to the Company's previously announced share repurchase plan. ### Outlook The Company utilizes the light vehicle production forecasting services of S&P Global Mobility. The S&P Global Mobility mid-January 2026 forecast for light vehicle production for calendar year 2026 are approximately 15.0 million units for North America, 16.9 million units for Europe, 11.9 million units for Japan and Korea, and 32.7 million units for China. Based on the foregoing, the Company estimates that top line revenue for calendar year 2026 will be between $2.60 and $2.70 billion. Estimates are based on: light vehicle production forecasts in the primary regions to which the Company ships its automotive products; estimated option rates for its mirrors and electronics on prospective vehicle models; anticipated product mix; market conditions in the Company's primary markets; the continuing impact on the China market from tariffs and counter-tariffs; and expected incremental sales contribution from the VOXX acquisition. Continuing uncertainties, such as: light vehicle production volumes; tariffs; the Ukraine-Russia war; labor shortages; automotive plant shutdowns; sales rates in Europe, Asia, and North America; challenging macroeconomic and geopolitical environments, including inflation; OEM strategies and cost pressures; customer inventory management and the impact of potential automotive customer (including their Tier 1 suppliers) and supplier bankruptcies; work stoppages; strikes; etc.; could disrupt shipments to customers and continue to make forecasting difficult. The Company estimates that the gross margin will be between 34.0% and 35.0% for calendar year 2026. Historically, annual customer price reductions have placed pressure on gross margin on an annual basis. Given the current revenue forecast and projected product mix for 2026, as well as external headwinds in the form of tariff-related costs, the Company hopes to offset certain annual customer price reductions with raw material cost decreases, a continued focus on driving greater operational efficiencies, and leveraging the Company's fixed costs, while also attempting to negotiate reimbursements to offset incremental tariff-related costs. There is, however, no certainty of being able to do so. The Company also estimates that its operating expenses, which include E, R & D and S, G & A, are expected to be between $410 and $420 million for calendar year 2026, due in part to continued investments that support growth initiatives, launch of new business, and develop new products, which are primarily staffing related, as well as a full year of VOXX operating expenses. The Company continues to invest heavily in technology directed at funding the development of its current product portfolio and creating advancements of those products so as to be fresh and attractive to customers, as well as new products. The Company is a technology leader in the automotive industry, with a focus on developing uniquely designed solutions that are generally proprietary. With the acquisition of VOXX in 2025, the Company is now a leading manufacturer and distributor of premium audio electronics and solutions, aftermarket electronics, and consumer technologies. The Company continues to make investments intended to maintain a competitive advantage in its existing markets, as well as to use its core competencies to develop products that are applicable in other markets. Based on current light vehicle production forecasts, the Company's resultant forecast for sales of its automatic-dimming mirrors and electronics, and the Company's estimates for its other products, including premium audio, aerospace, medical, fire protection, and consumer electronic products, the Company anticipates that 2026 capital expenditures will be between $125 and $140 million, a majority of which will be related to production equipment purchases. Capital expenditures for calendar year 2026 are currently anticipated to be financed from current cash and cash equivalents on hand and cash flows from operating activities. The Company is also estimating that depreciation and amortization expense for calendar year 2026 will be between $100 and $110 million. The Company is further estimating that its tax rate will be between 16% and 18% for calendar year 2026, based on the current statutory rates. In accordance with its previously announced share repurchase plan and capital allocation strategy, the Company intends to continue to repurchase additional shares of its common stock in 2026 and into the future depending on a number of factors, including: market, economic, and industry conditions; the market price of the Company's common stock; anti-dilutive effect on earnings; available cash; and other factors that the Company deems appropriate. The Company is also providing top line revenue guidance for calendar year 2027, taking into account the same considerations used in 2026 guidance, including light vehicle production outlook and the Company's estimates for premium audio, aerospace, medical, fire protection, and aftermarket and consumer electronic products. S&P Global Mobility forecast (as of mid-January 2026) for light vehicle production for calendar year 2027 are approximately 15.5 million units for North America, 17.2 million units for Europe, 11.6 million units for Japan and Korea, and 32.8 million units for China. Based on these forecasts and estimates for calendar year 2027, the Company is estimating that revenue for calendar year 2027 will be between $2.75 and $2.85 billion. As noted above, continuing uncertainties make forecasting difficult. ### Market Risk Disclosure The Company is subject to market risk exposures of varying correlations and volatilities, including changes in interest rates, commodity price risk, and foreign currency exchange rates. #### Interest Rate Risk Fluctuating interest rates and securities prices could negatively impact the Company's financial performance as a result of realized losses on the sale of fixed income investments and/or realized losses due to an impairment adjustment on investment securities. The Company is exposed to interest rate risk primarily through its available-for-sale security portfolio, which consists mainly of investment-grade debt securities. Changes in interest rates may affect the fair value of these investments. Though the Company does have a short-term borrowing, such debt bears interest at a fixed rate. As such, changes in market interest rates will not materially affect any such interest expense. The Company did not have an outstanding balance related to its revolving credit facility at December 31, 2025, or 2024. Management does not believe that interest rate risk has a material impact on the Company’s financial condition, results of operations, or cash flows. #### Commodity Price Risk In the ordinary course of business, the Company has exposure to commodity price fluctuations related to the purchases of certain materials used in its manufacturing operations. Such materials used in manufacturing operations can increase in price based on competitive market conditions. To the extent that the Company has established pricing terms with customers through contracts or similar arrangements, the ability to increase prices of its products to offset the increased costs of materials may be limited. The Company does not currently enter into derivative financial instruments associated with commodities. #### Foreign Currency Exchange Rates A portion of the Company's operations consist of activities outside of the U.S. As a result, the Company has currency risk on the transactions in other currencies and translation adjustments resulting from the conversion of international financial results into the U.S. dollar. A substantial majority of the Company's operations and investment activities are transacted in the U.S. Less than 10% of revenues for the years ended December 31, 2025, 2024, and 2023 were earned in non-U.S. dollar denominated currencies. The Company has one subsidiary that enters into foreign currency forward contracts from time to time to manage exposure to certain U.S. dollar-denominated transactions. These contracts are used solely for risk management purposes and are not material to the Company’s financial statements. Management does not believe that foreign currency exchange rate risk, including the use of such forward contracts, has a material impact on the Company’s financial condition, results of operations, or cash flows. The Company does not have any significant off-balance sheet arrangements or commitments that have not been recorded in its Consolidated Financial Statements. ### Significant Accounting Policies and Critical Accounting Estimates The preparation of the Company's Consolidated Financial Statements, which have been prepared in accordance with GAAP, requires management to make estimates, assumptions and apply judgments that affect its financial position and results of operations. On an ongoing basis, management evaluates these estimates and assumptions. Management also continually reviews its accounting policies and financial information disclosures. The Company’s significant accounting policies are described in Note 1, Summary of Significant Accounting and Reporting Policies of the Consolidated Financial Statements. Certain of our accounting policies require management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. However, these estimates and assumptions are inherently subject to a degree of uncertainty. As a result, actual results in these areas may differ significantly from our estimates, as is the case in any application of GAAP. The Company considers an accounting estimate to be critical if: - It requires management to make assumptions about matters that were uncertain at the time of the estimate, and - Changes in the estimate or different estimates that could have been selected would have had a material impact on our financial condition or results of operations. *Revenue Recognition* The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") 606, *Revenue from Contracts with Customers*. Accordingly, revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services when it transfers those goods or services to customers. To do this, the Company applies the five-step model prescribed by the FASB, which requires it to: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies its performance obligations. Sales are shown net of returns, which have not historically been significant. The Company does not generate sales from arrangements with multiple deliverables. The Company accounts for a contract or purchase order when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. The Company generally receives purchase orders from its automotive customers on an annual basis in the ordinary course of business. Typically, such purchase orders provide the annual terms, including pricing, related to a particular vehicle model. Purchase orders generally do not specify quantities. The Company recognizes revenue based on the pricing terms included in such annual purchase orders. As part of certain agreements, entered into in the ordinary course of business, the Company is asked to provide customers with annual price reductions. Such amounts are estimated and accrued as a reduction of revenue as products are shipped to those customers. For any shipments of product that may be subject to retroactive price adjustments that are then being negotiated, the Company records revenue based on the Company’s best estimate of the amount of consideration to which it will be entitled in exchange for transferring the promised goods to the customer. The Company's best estimate requires significant judgment based on historical results and expected outcomes of ongoing negotiations with customers. The Company's approach is to consider these adjustments to the contract price as variable consideration which is estimated based on the then most likely price amount. In addition, the Company has ongoing adjustments to its pricing arrangements with customers based on the related content, the cost of its products and other commercial factors. Such pricing accruals are adjusted as they are settled with customers. The Company also offers sales incentives to certain customers in the form of: (1) co-operative advertising allowances; (2) market development funds; (3) volume incentive rebates; and (4) other trade allowances. The Company accrues the cost of co-operative advertising allowances, volume incentive rebates, and market development funds at the later of when the customer purchases products or when the sales incentive is offered to the customer. The Company records the provision for other trade allowances at the later of when the sales incentive is offered or when the related revenue is recognized. Except for other trade allowances, all sales incentives require the customer to purchase the Company's products during a specified period of time and to claim the sales incentive within a certain time period (referred to as the "claim period"). All costs associated with sales incentives are classified as a reduction of net sales. Depending on the specific facts and circumstances, the Company utilizes either the most likely amount or the expected value methods to estimate the effect of uncertainty on the amount of variable consideration to which the Company would be entitled. Both methods are based upon the contractual terms of the incentives and historical experience with each customer. Although the Company makes its best estimate of sales incentive liabilities, many factors, including significant unanticipated changes in the purchasing volume and the lack of claims from customers can have a significant impact on the liability for sales incentives and, as such, reported operating results. The Company records estimates for cash discounts, promotional rebates, and other promotional allowances in the period the related revenue is recognized (“Customer Credits”). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are presented within Accrued liabilities - Other on the Consolidated Balance Sheet. *Business Combinations* The Company accounts for business combinations in accordance with ASC 805, *Business Combinations*. The purchase price of each business acquired is allocated to the tangible and intangible assets acquired and the liabilities assumed based on information regarding their respective fair values on the date of acquisition. Any excess of the purchase price over the fair value of the separately identifiable assets acquired and liabilities assumed is allocated to goodwill. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and market multiples, among other items. The Company determines the fair values of intangible assets acquired generally in consultation with third-party valuation advisors. The valuation of assets acquired and liabilities assumed requires a number of judgments and is subject to revision as additional information about the fair values becomes available. The Company recognizes any adjustments to provisional amounts that are identified during the period not to exceed twelve months from the acquisition date (the "measurement period"). Acquisition costs are expensed as incurred. The results of operations of businesses acquired are included in the Consolidated Financial Statements from their dates of acquisition, in accordance with applicable guidance. As part of the agreement to acquire certain subsidiaries, the Company may be obligated to pay contingent consideration should the acquired entity meet certain earnings or other contractually agreed upon objectives subsequent to the date of acquisition. As of the acquisition date, contingent consideration is recorded at fair value as determined through the use of an appropriate fair value model, depending on the nature of the arrangement. The models could involve the estimation of future subsidiary performance, probability of likelihood, projected cash flows, weighted average discount rates, and expected long-term growth rates. The fair value is measured subsequent to the acquisition date at least annually and any changes are recorded within cost and operating expenses within the Company's Consolidated Statement of Income until the contingent consideration is settled. Changes in either the growth rates, expected probabilities, related earnings, or the discount rate could result in a material change to the amount of the contingent consideration accrued. See also Item 13 of Part III with respect to "Certain Transactions", which is incorporated herein. ## Market risk As filed, 139 characters. See "Market Risk Disclosure" in Management’s Discussion and Analysis of Financial Condition and Results of Operations. See Item 7, Part II. ## Controls and procedures As filed, 3,073 characters. ### Disclosure Controls and Procedures Under the supervision of and with the participation of the Company’s management, the Company's principal executive officer and principal financial officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (\[as defined in Exchange Act Rules 13a – 15(e) and 15d – 15(e)\]) as of December 31, 2025, and have concluded that the Company’s disclosure controls and procedures are adequate and effective. ### Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Based on this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of December 31, 2025. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As permitted by SEC guidance for newly acquired businesses, the scope of management’s assessment of the Company’s internal controls over financial reporting as of December 31, 2025 has excluded the acquired businesses of VOXX and BioConnect. The Company completed the acquisitions of the stock of VOXX and of the assets and certain liabilities of BioConnect on April 1, 2025, and July 1, 2025, respectively, and the acquired businesses excluded represent $400.4 million of total assets and total net sales of $271.7 million included in the Consolidated Financial Statements as of and for the year ended December 31, 2025 (see Note 11, Acquisitions). The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in Part IV of this Form 10K. During the period covered by this annual report, there have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting. In addition, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to December 31, 2025. Filed Feb 24, 2026. Source: SEC EDGAR, the filing index for accession 0000355811-26-000010. Last ingested by Listed: Nov 6, 2026, 14:07 ET. No prices; not investment advice.