STONERIDGE INC
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
SRI$5.13-5.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedule
(a)The following documents are filed as part of this Form 10-K.
| (1)Consolidated Financial Statements: | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 32 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | 34 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 | 35 |
| Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2025, 2024 and 2023 | 36 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 | 37 |
| Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 | 38 |
| Notes to Consolidated Financial Statements | 39 |
| (2)Financial Statement Schedule: | |
| Schedule II – Valuation and Qualifying Accounts | 70 |
| (3)Exhibits: | |
| ExhibitNumber | Exhibit |
| 2.1 | Stock Purchase Agreement, dated as of January 30, 2026, by and among Stoneridge, Inc., Stoneridge Electronics, Inc., and Control Devices Acquisition, LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 2, 2026). |
| 3.1 | Second Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022). |
| 3.2 | Amended and Restated Code of Regulations of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007). |
| 4.1 | Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997). |
| 4.2 | Description of Stoneridge, Inc. Common Shares registered under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019). |
| 10.1 | Stoneridge, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 2, 2017)*. |
| 10.2 | First Amendment to the Stoneridge, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on October 26, 2018)*. |
| 10.3 | Stoneridge, Inc. Long-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009)*. |
| 10.4 | First Amendment to the Stoneridge, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on May 20, 2020)*. |
| 10.5 | Stoneridge, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 12, 2021)*. |
| 10.6 | Amendment No. 2 to the Stoneridge, Inc. 2018 Amended and Restated Directors' Restricted Shares Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 16, 2024)*. |
| 10.7 | Amended and Restated Officers’ and Key Employees’ Severance Plan of Stoneridge, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)*. |
| 10.8 | Form of Change in Control Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)*. |
| 10.9 | Fifth Amended and Restated Credit Agreement, dated November 2, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 2, 2023). |
| 10.10 | Form of Stoneridge, Inc. Directors' Restricted Shares Plan 2025 Grant Agreement, filed herewith*. |
| 10.11 | Form of Stoneridge, Inc. Long-Term Incentive Plan 2023 Performance Shares Grant Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)*. |
| ExhibitNumber | Exhibit |
| 10.12 | Form of Stoneridge, Inc. Long-Term Incentive Plan 2023 Restricted Share Units Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)*. |
| 10.13 | Employment Agreement, dated April 13, 2023, between the Company and James Zizelman (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 18, 2023)*. |
| 10.14 | Indemnification Agreement, dated April 13, 2023, between the Company and James Zizelman (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 18, 2023). |
| 10.15 | Form of 2023 Phantom Share Grant Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 22, 2023)*. |
| 10.16 | Employment Contract, dated August 31, 2024, between the Company and Natalia Noblet (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024)*. |
| 10.17 | Amendment No. 1 to Fifth Amended and Restated Credit Agreement and Waiver (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025). |
| 10.18 | Amendment No. 2 to the Fifth Amended and Restated Credit Agreement and Consent Agreement, dated November 5, 2025 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 5, 2025). |
| 10.19 | Amendment No. 3 to the Fifth Amended and Restated Credit Agreement, dated March 6, 2026 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 11, 2026). |
| 10.20 | Mexico Manufacturing Agreement, dated as of January 30, 2026, by and between Stoneridge Electronics, Inc., and Stoneridge Control Devices, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 2, 2026). |
| 10.21 | China Manufacturing Agreement, dated as of January 30, 2026, by and between Stoneridge Electronics AS and Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 2, 2026). |
| 10.22 | The Stoneridge, Inc. 2025 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement under the Securities Act of 1933 on Form S-8 filed on May 13, 2025)*. |
| 10.23 | Change in Control Agreement, dated August 13, 2025, by and between Stoneridge, Inc. and Rajaey Kased, (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025)*. |
| 10.24 | Transaction Bonus Letter, dated August 13, 2025, by and between Stoneridge, Inc. and Rajaey Kased (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025)*. |
| 10.25 | Separation Agreement, dated January 29, 2025, by and between Stoneridge, Inc. and Salvatore Orsini, (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025)*. |
| 10.26 | Cooperation Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 26, 2026). |
| 19.1 | Stoneridge Inc. Insider Trading and Pre-Clearance Policy (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024). |
| ExhibitNumber | Exhibit |
| 21.1 | Principal Subsidiaries and Affiliates of the Company, filed herewith. |
| 23.1 | Consent of Independent Registered Public Accounting Firm, filed herewith. |
| 31.1 | Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
| 31.2 | Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
| 32.1 | Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. |
| 32.2 | Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. |
| 97.1 | Stoneridge, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023). |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
- Reflects management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of this Annual Report on Form 10-K.
(b)The exhibits listed are filed as part of or incorporated by reference into this report.
(c)Additional Financial Statement Schedules. None.
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