STANDARD MOTOR PRODUCTS, INC.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 9A. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were not effective as of the end of the period covered by this Annual Report on Form 10-K. A material weakness in our internal control over financial reporting was identified at our Nissens Automotive operating segment acquired in November 2024. Consequently additional analyses and other procedures were performed to ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with accounting principles generally accepted in the United States.
Notwithstanding the material weakness described below, management has concluded the consolidated financial statements in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows of the Company for the periods presented in conformity with accounting principles generally accepted in the United States.
(b)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 Rule 13a-15(f) or 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the preparation and fair presentation of published consolidated financial statements in accordance with accounting principles generally accepted in the United States.
All internal control systems, no matter how well designed, have inherent limitations. Because of these inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control - Integrated Framework (2013). Based on this assessment, our management has concluded that our internal control
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over financial reporting was not effective as of December 31, 2025, due to the material weakness at our Nissens Automotive operating segment acquired in November 2024, described below.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be detected or prevented on a timely basis.
Management identified a material weakness in information technology general controls over certain IT systems that support financial transactions and reporting at our Nissens Automotive operating segment. Information relating to tracking administrative users was not available, and therefore, controls over the review and monitoring of the activity thereof were ineffective. Consequently, process level automated controls and manual controls that rely on the completeness and accuracy of data or reports from the affected IT systems were also deemed ineffective. This material weakness resulted from the untimely identification of risk associated with the information technology environment and insufficient allocation of resources with knowledge and training associated with designing and implementing the controls.
While the control deficiencies created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis, we have not identified any errors in our consolidated financial statements due to the control deficiencies.
(c)Attestation Report of Independent Registered Public Accounting Firm.
KPMG LLP, our independent registered public accounting firm, has audited our consolidated financial statements included in the Annual Report on Form 10-K and, as part of their audit, has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting due to the material weakness at our Nissens Automotive operating segment described above, included herein under the caption “Report of Independent Registered Public Accounting Firm−Internal Control Over Financial Reporting” in “Item 8. Financial Statements and Supplementary Data”, on the effectiveness of our internal control over financial reporting.
(d)Changes in Internal Control Over Financial Reporting.
Our management is committed to maintaining a strong internal control environment. Management, with oversight from the Audit Committee of the Board of Directors, has begun taking remedial action and is developing a full plan in response to the material weakness at our Nissens Automotive operating segment described above. This plan will include, among other items, hiring additional experienced personnel, enhanced monitoring, system modifications and enhancements, and where necessary, implementing additional controls and substantive procedures to obtain comfort over the completeness and accuracy of data from the affected IT systems.
Except for the changes associated with the material weakness at our Nissens Automotive operating segment noted above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our plans for remediating the material weakness at our Nissens Automotive operating segment, discussed above, will constitute changes in our internal control over financial reporting, when such remediation plans are effectively implemented.
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