STONERIDGE INC

2026 Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

We are furnishing to our shareholders these proxy materials, which include this Proxy Statement and our 2025 Annual Report to Shareholders, by providing access to both on the Internet atwww.proxyvote.com. On or about April 9, 2026 we began mailing shareholders a Notice Regarding Availability of Proxy Materials (“Notice of Internet Availability”) containing important information, including instructions on how to access the proxy materials online and how to vote your shares over the Internet. If you receive a Notice of Internet Availability, you will not receive a paper or e-mail copy of the proxy materials unless you request one in the manner set forth in the Notice of Internet Availability.

The Board of Directors is soliciting proxies in connection with the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) and encourages you to read the Proxy Statement and vote your shares by Internet, by telephone call, or by mailing your proxy card or voting instruction form.

Stoneridge, Inc. 2026 Annual Meeting Information

Matters to be Considered:

Company Performance

In 2025, Stoneridge’s focused growth strategy, material and quality-related cost improvements, and structural cost control enabled us to navigate another year marked by challenging macroeconomic conditions and non-recurring events. Full year 2025 net sales decreased by $47.0 million, or 5.2%, compared to the prior year primarily due to lower volumes from lower customer production in most of our served markets, including the North American automotive and European and North American commercial vehicle end markets. This decline was partially mitigated by higher MirrorEye product sales, including the continued ramp-up of recently launched OEM programs in both Europe and North America, improved customer take rates and higher bus end market sales.

Operating income (loss) declined by $38.2 million in 2025 compared to the prior year primarily due to the impairment of fixed assets in our Control Devices segment of $21.6 million. Lower contribution from lower sales levels, SG&A costs related to the Control Devices strategic alternatives and higher business realignment costs also adversely impacted results. However, we were able to mitigate a portion of these adverse impacts through material cost improvement and quality-related cost improvements.

Net loss in 2025 increased by $86.3 million compared to the prior year, primarily due to lower operating income and the recognition of a valuation allowance for U.S. federal deferred tax assets.

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Director Nominees

Below is a summary of the director nominees, who are elected for one-year terms. Additional information about each director nominee and his or her qualifications may be found beginning on page 5.

Ratification of the appointment of Ernst & Young LLP

We are asking our shareholders to ratify the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2026. For more information, see page 12.

Advisory resolution on executive compensation on the Say-on-Pay vote

We are asking our shareholders to approve, on an advisory basis, the compensation of our Named Executive Officers. For more information, see page 14.

Amendment No. 1 to the 2025 Long-Term Incentive Plan

We are asking our shareholders to approve Amendment No. 1 to our 2025 Long-Term Incentive Plan (2025 LTIP) to increase the number of common shares available for issuance under the 2025 LTIP. We view having a long-term equity incentive program as a fundamental tool to attract and retain top talent. We are requesting approval of the amendment to add 2,650,000 shares to the number of shares reserved for issuance pursuant to the 2025 LTIP. For more information, see page 14.

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Executive Compensation Highlights

Our executive compensation program is designed to attract, retain, motivate and reward talented executives who advance our strategic, operational and financial objectives, and thereby enhance shareholder value. The primary objectives of our compensation programs for executive officers are to:

•Attract and retain talented executive officers by providing a compensation package that is competitive with that offered by similarly situated companies;

•Create a compensation structure under which a substantial portion of total compensation is based on achievement of performance goals; and

•Align total compensation with the objectives and strategies of our business and shareholders.

Key elements of our 2025 compensation program were as follows:

•Base Salary. Base salary has been targeted at the 50th percentile of our comparator group.

•Annual Incentive Plan (AIP). The 2025 AIP payouts were based on (i) achieved consolidated and, where appropriate, divisional financial performance against pre-determined performance metrics and (ii) achieved Team-Oriented Strategic Initiatives.

•Long-Term Incentive Plan (LTIP). The 2025 long-term incentive (LTI) target values for each NEO were set at approximately the 50th percentile of our comparator group. The LTI target value was allocated 55% to the grant of performance share units (“Performance Shares”) and 45% to time-based restricted stock units (“RSUs”). The Performance Shares are earned over a three-year performance period based on achievement against Total Shareholder Return (“TSR”) relative to a group of peer companies. The RSUs cliff vest at the end of the three-year period.

For more information related to our executive compensation program, see page 28.

Corporate Governance Highlights

We believe that good corporate governance is key to achieving long-term shareholder value. We have adopted practices and policies that we believe serve the best interests of the Company and our shareholders, including:

•Seven out of nine director nominees are independent directors

•Three out of nine director nominees are female

•Diverse director backgrounds, professional experiences, and skills

•Ongoing review of board composition

•Independent Chairman of the Board who serves as the Board’s Lead Independent Director

•Separation of the Chief Executive Officer and Chairman of the Board roles

•Annual Election of all Directors

•Majority voting principle in uncontested director elections

•Independent directors regularly meet in executive session without management

•All Committee members are independent

•Shareholders’ ability to communicate with the Board

•Single class of stock with equal voting rights; one vote per Common Share

•Board establishment of a separate Compliance and Ethics Committee to oversee our Integrity Program

•Robust Integrity Program

•Code of Conduct

•Whistleblower Policy and integrity helpline reporting available in multiple languages

•Corporate Governance Guidelines

•Annual Board and Committee self-evaluations

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•Meaningful stock ownership requirement for senior management and directors

•Annual advisory vote on named executive officer compensation

•Insider Trading and Pre-Clearance Policy, including prohibition against hedging and pledging of Company stock

•Review and approval of related party transactions

•Published Sustainability Report

•Adoption of a Modern Slavery Act Statement

•Board and Compliance & Ethics Committee oversight of environmental, social and governance (“ESG”) management

•Board and Audit Committee oversight of cybersecurity and information security management

•NYSE compliant Recovery Policy

Board Oversight of our Human Capital Management

The Board is actively engaged in oversight of the Company’s human capital management. Annually, the Board meets to review our succession strategy and leadership pipeline for key roles, including our President and Chief Executive Officer. In addition, the Board regularly receives reports from the Chief Human Resources Officer and Assistant General Counsel and is briefed on our employee engagement survey results. Board members also are active partners, engaging and spending time with our high potential leaders throughout the year at Board meetings and other events. The Board’s Compensation Committee oversees compensation and seeks to ensure it is aligned with creating long-term shareholder value. The Board’s Compliance and Ethics Committee oversees our Integrity Program, which is critical to driving our ethical culture and ensuring all employees are treated fairly and with respect.

Oversight of ESG Management

The Board provides oversight and guidance of the Company’s ESG-related initiatives, and the Board Committees have various responsibilities connected to ESG matters. The Board’s Compliance and Ethics Committee provides oversight of the Company’s ESG policies, strategies, and performance related to sustainability matters, corporate social responsibility, and ethics and compliance. The other Board committees receive updates and provide guidance on specific topics related to sustainability and other ESG-related topics that otherwise fall within their respective committee charters.

The Company’s internal cross-functional ESG Steering Committee continually works to refine Stoneridge’s overall ESG and sustainability efforts and meets regularly to oversee and monitor progress on our initiatives. The Company’s Director of Compliance and Environmental, Health and Safety (EH&S) leads the ESG Steering Committee, and the Chief Human Resources Officer and Assistant General Counsel provides oversight and champions our key ESG and sustainability initiatives. The Director of Compliance and EH&S provides regular updates to the Executive Leadership Team and the Compliance and Ethics Committee on the Company’s ESG initiatives, including the efforts of the internal cross-functional ESG Steering Committee.

CEO Transition

Effective April 1, 2026, Natalia Noblet became President and Chief Executive Officer of Stoneridge. Ms. Noblet succeeded James Zizelman, who stepped down as President and Chief Executive Officer on March 31, 2026 and will continue to be employed as a strategic advisor through May 20, 2026 to support the leadership transition. Mr. Zizelman continues to serve on the Board and has been nominated for re-election at the 2026 Annual Meeting.

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