STONERIDGE INC

(1)Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by Stoneridge, Inc. (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2025 Form 10-K.

On January 30, 2026, the Company completed the sale of its Control Devices business segment. The Company determined that the disposal of the Control Devices segment represented a strategic shift that has a major effect on the Company's operations and financial results. Accordingly, the Company has applied the provisions of ASC Topic 205-20, Presentation of Financial Statements — Discontinued Operations, and has retrospectively presented the financial results of the Control Devices segment as discontinued operations in the accompanying condensed consolidated financial statements for all periods presented. The assets and liabilities, results of operations, and cash flows of the Control Devices segment have been segregated from those of continuing operations in the condensed consolidated balance sheets, condensed consolidated statements of operations, and condensed consolidated statements of cash flows, respectively, for all periods presented. Unless otherwise noted, the disclosures in these notes to the unaudited condensed consolidated financial statements relate solely to the Company's continuing operations. See Note 3 — Discontinued Operations for further information.

Prior to the sale of the Control Devices segment, the Company operated inthree reportable segments: Electronics, Control Devices, and Stoneridge Brazil. Following the completion of the sale on January 30, 2026, the Control Devices segment is no longer a reportable segment of the Company. The Company now operates intwo reportable segments: Electronics and Stoneridge Brazil. In connection with the retrospective presentation of Control Devices as discontinued operations, prior-period segment information has been recast to conform to the current period presentation in accordance with ASC Topic 280, Segment Reporting. See Note 14 — Segment Reporting for further information.

Reclassifications

Certain prior period amounts have been reclassified to conform to their 2026 presentation in the condensed consolidated financial statements.

(2)Recently Issued Accounting Standards

Recently Adopted Accounting Standards

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets," which allows entities to use a simplified approach when estimating credit losses for current accounts receivable and contract assets arising from revenue transactions. The standard update permits consideration of collections after the balance sheet date when estimating expected credit losses, and allows consideration of subsequent collections when estimating credit losses, reducing documentation burden. This standard is effective for annual and interim periods within annual reporting periods beginning after December 15, 2025. The Company adopted ASU 2025-05 in the first quarter of 2026. The adoption of this guidance did not have a significant impact on the Company’s financial statements.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures,” which requires companies to disclose certain costs and expenses within the notes to the financial statements. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact on our consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which modernizes guidance on internal-use software costs to reflect current development practices and improve operability. This standard eliminates the project stages model and replaces it with a principles-based recognition threshold. This standard also creates new capitalization criteria that clarify capitalization when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for annual and interim periods within annual reporting periods beginning after December 15, 2027. We are currently evaluating the impact on our consolidated financial statements and disclosures.

In November 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements," to better align hedge accounting with an entity's risk management activities and to address issues arising from reference rate reform. The update provides greater flexibility in designating hedging relationships and reduces the risk of hedge dedesignation due to minor changes in hedged items. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. We are currently evaluating the impact on our consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities," which provides explicit guidance on the accounting for government grants received by business entities. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, and permits modified prospective, modified retrospective, or full retrospective adoption. Early adoption is permitted. We are currently evaluating the impact on our consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements," which provides clarifications intended to improve the consistency and usability of interim disclosure requirements and the applicability to Topic 270. The amendments also provide additional guidance for reporting material events occurring after the most recent annual period. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. We are currently evaluating the impact on our consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-12, "Codification Improvements," which addresses changes to the Codification that clarify, correct and improve the Codification making it easier to understand and apply. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. We are currently evaluating the impact on our consolidated financial statements and disclosures.

(3)Discontinued Operations

Sale of Control Devices

On January 30, 2026 (the “Closing Date”, “Closing”), the Company and certain of its subsidiaries entered into a Stock Purchase Agreement (“Purchase Agreement”) with Control Devices Acquisition, LLC, a Delaware limited liability company, an affiliate of Center Rock Capital Partners, L.P. (“Buyer”), pursuant to which the Company sold, on the Closing Date, its Control Devices business segment (the “Business”) via the sale of the Company’s interests in its former wholly-owned subsidiaries, Stoneridge Control Devices, Inc. (“Control Devices”), Stoneridge Asia Holdings Ltd., and Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd. (“Stoneridge Suzhou”).

The purchase price paid to the Company was $59,000 and was subject to customary post-closing adjustments. The Company incurred a loss on disposal, net of tax, of $9,817. The loss on disposal excludes the impact of the $21,628 impairment of fixed assets charge for Control Devices recognized in the fourth quarter of 2025.

The strategic review of the Control Devices business did not meet the criteria for classifying the Control Devices segment as held for sale as of December 31, 2025.

Mexico Manufacturing Agreement

Simultaneously with the Closing, Stoneridge Electronics and Buyer entered into a Mexico Manufacturing Agreement pursuant to which Stoneridge Electronics will continue manufacturing certain products for Buyer through its Mexico-based maquiladora using machinery and tools transferred to Buyer under the Purchase Agreement. The Mexico Manufacturing Agreement has an initial three-year term and automatically renews for successiveone-year periods unless either Stoneridge Electronics or Buyer provides written notice of non-renewal at least twelve months prior to the expiration of the then-current term. Under the Mexico Manufacturing Agreement, Buyer is responsible for payment of materials costs, the product price and certain other costs incurred outside the ordinary course of manufacturing and fulfillment. Product pricing under this agreement was intended to result in returns that are materially consistent with historical actuals.

During the three months ended September 30, 2026, the Company received payments from Buyer of$8,757 related to manufacturing activities and $20,403 related to materials cost reimbursements. During the nine months ended September 30, 2026, the Company received payments from Buyer of$20,745 related to manufacturing activities and $47,559 related to materials cost reimbursements, and$6,375 related to the settlement of outstanding accounts payable as of the closing date of the sale.

The Company recognized revenues of $6,348 and $17,252 for the three months and nine months ended September 30, 2026 under the Agreement.

As of September 30, 2026, amounts receivable from Buyer under the Agreement were$8,972. These amounts were presented on a gross basis within accounts receivable on the Company's condensed consolidated balance sheet.

China Manufacturing Agreement

Simultaneously with the Closing, Stoneridge Electronics AS (the Company's Estonian legal entity) and Buyer entered into a China Manufacturing Agreement pursuant to which Buyer will continue manufacturing certain products for the Company’s Electronics business segment at the facility in Suzhou, China transferred to Control Devices under the Purchase Agreement. The China Manufacturing Agreement has an initial twelve month term and will automatically extend for an additionalsix months unless Stoneridge Electronics AS provides written notice of termination at least thirty days prior to the end of the initial term. Manufacturing costs under the China Manufacturing Agreement are expected to be based on Buyer’s actual costs, consistent with the historical cost structure used at the facility in Suzhou, China. Under the China Manufacturing Agreement, Stoneridge Electronics AS is responsible for payment of materials costs, shipping costs, manufacturing costs and any excluded costs approved by Stoneridge Electronics AS in writing. A fixed USD/RMB exchange rate applied for the firstsix months following the Closing, with adjustments every three months thereafter.

During the three months ended September 30, 2026, the Company incurred costs related to the China Manufacturing Agreement of$696 related to manufacturing service fees and$2,998 related to materials cost reimbursement. During the nine months ended September 30, 2026, the Company incurred costs related to the China Manufacturing Agreement of$2,163 related to manufacturing service fees and$9,249 related to materials cost reimbursement.

As of September 30, 2026, amounts receivable from Buyer under the Agreement were$12,967 and amounts payable to Buyer were$15,277, each presented on a gross basis within accounts receivable, accounts payable and accrued liabilities, respectively, on the Company's condensed consolidated balance sheet.

After the sale of the Business and upon entering into the Mexico and China Manufacturing agreements, the Company does not have any revenues or expenses presented in continuing operations that before the sale of the Business were eliminated in consolidated financial statements as intra-entity transactions.

The following tables display summarized activity in our condensed consolidated statements of operations for discontinued operations during the three and nine months ended September 30, 2026 and 2025, related to the Control Devices business.

(A) The operations of the Control Devices business were included only for the period January 1, 2026 to January 30, 2026 as the sale of this business was completed on January 30, 2026. Also includes expenses incurred in February and March 2026, after the sale, but related to discontinued operations.

(B) Transaction costs included in SG&A for the three months ended September 30, 2026 and 2025 were $0 and$3,659, respectively, and for the nine months ended September 30, 2026 and 2025 were $3,700 and$5,004, respectively.

The following table presents depreciation and amortization and capital expenditures attributable to the Control Devices business for the three and nine months ended September 30, 2026 and 2025:

Intercompany sales to Control Devices were$0 and $6,474 for the three months ended September 30, 2026 and 2025, respectively. Intercompany sales to Control Devices were$418 and $19,035 for the nine months ended September 30, 2026 and 2025, respectively.

Intercompany purchases from Control Devices were$0 and $875 for the three months ended September 30, 2026 and 2025, respectively. Intercompany purchases from Control Devices were$378 and $2,642 for the nine months ended September 30, 2026 and 2025, respectively.

The following table summarizes the major classes of assets and liabilities of the Control Devices business presented as discontinued operations as of December 31, 2025:

(4)Revenue

Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our products and services, which is usually when the parts are shipped or delivered to the customer’s premises. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The transaction price will include estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. Incidental items that are not significant in the context of the contract are recognized as expense. The expected costs associated with our base warranties continue to be recognized as expense when the products are sold. Customer returns only occur if products do not meet the specifications of the contract and are not connected to any repurchase obligations of the Company.

The Company does not have any financing components or significant payment terms as payment occurs shortly after the point of sale. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue. Amounts billed to customers related to shipping and handling costs are included in net sales in the condensed consolidated statements of operations. Shipping and handling costs associated with outbound freight after control over a product is transferred to the customer are accounted for as a fulfillment cost and are included in cost of sales.

Revenue by Reportable Segment

Electronics. Our Electronics segment designs and manufactures advanced driver information solutions, vision systems, connectivity and compliance solutions and control modules. These products are sold principally to the commercial and off-highway vehicle markets through our original equipment manufacturer ("OEM") and aftermarket channels in the European, North American and Asia Pacific regions. Our vision and safety systems are sold principally to the commercial vehicle and off-highway vehicle end markets in the European and North American regions.

Stoneridge Brazil. Our Stoneridge Brazil segment primarily serves the South American region and specializes in the design, manufacture and sale of driver information systems, vehicle tracking devices and monitoring services, vehicle security alarms and convenience accessories, telematics solutions and multimedia devices. Stoneridge Brazil sells its products directly to commercial vehicle and automotive OEMs and Tier 1 supplier customers, the aftermarket distribution channel and to factory authorized dealer installers, also referred to as original equipment services. In addition, monitoring services and tracking devices are sold directly to corporate customers and individual consumers.

The following tables disaggregate our revenue by reportable segment and geographical location(1)for the three months ended September 30, 2026 and 2025:

The following tables disaggregate our revenue by reportable segment and geographical location(1)for the nine months ended September 30, 2026 and 2025:

(1)Company sales based on geographic location are where the sale originates not where the customer is located.

(2)Unallocated Corporate revenue represents the impact of the adverse ruling brought by a former customer of our Control Devices business for warranty claims for particulate matter ("PM") sensor products described in Note 16, Subsequent Events

Performance Obligations

For OEM and Tier 1 supplier customers, the Company typically enters into contracts to provide serial production parts that consist of a set of documents including, but not limited to, an award letter, master purchase agreement and master terms and conditions. For each production product, the Company enters into separate purchase orders that contain the product specifications and an agreed-upon price. The performance obligation does not exist until a customer release is received for a specific number of parts. The majority of the parts sold to OEM and Tier 1 supplier customers are customized to the specific customer, with the exception of camera monitoring systems (“CMS”) sold through our aftermarket channel that are mostly common across all customers. The transaction price is equal to the contracted price per part and there is no expectation of material variable consideration in the transaction price. For most customer contracts, the Company does not have an enforceable right to payment at any time prior to when the parts are shipped or delivered to the customer; therefore, the Company recognizes revenue at the point in time it satisfies a performance obligation by transferring control of a part to the customer. Certain customer contracts contain an enforceable right to payment if the customer terminates the contract for convenience and therefore are recognized over time using the cost to complete input method.

Our aftermarket products, including accessories and replacement parts, are focused on meeting the demand for safety, compliance and entertainment applications and are sold primarily to aftermarket distributors in our South American and European markets, as well as direct to customers in North America. Aftermarket products have one type of performance obligation, which is the delivery of aftermarket parts and spare parts. For aftermarket customers, the Company typically has standard terms and conditions for all customers. In addition, aftermarket products have alternative use as they can be sold to multiple customers. Revenue for aftermarket part production contracts is recognized at a point in time when the control of the parts transfers to the customer, which is based on the shipping terms. Aftermarket contracts may include variable consideration related to discounts and rebates, which is included in the transaction price upon recognizing the product revenue.

A small portion of the Company’s sales are comprised of contracts for vehicle tracking devices and monitoring services to individual, corporate, fleet and cargo customers in our Stoneridge Brazil segment. These service contracts are generally not capable of being distinct and are accounted for as a single performance obligation. We recognize revenue for our monitoring products and services contracts over the life of the contract. There is no variable consideration associated with these contracts. The Company has the right to consideration from a customer in the amount that corresponds directly with the value to the customer of the Company’s performance to date. Therefore, the Company recognizes revenue over time using the practical expedient ASC 606-10-55-18 in the amount the Company has a “right to invoice” rather than selecting an output or input method.

Contract Balances

The Company had no material contract assets, contract liabilities or capitalized contract acquisition costs as of September 30, 2026 and December 31, 2025.

(5)Inventories

Inventories are valued at the lower of cost (using either the first-in, first-out (“FIFO”) or average cost methods) or net realizable value. The Company evaluates and adjusts as necessary its excess and obsolescence reserve on a quarterly basis. Excess inventories are quantities of items that exceed anticipated sales or usage for a reasonable period. The Company has guidelines for calculating provisions for excess inventories based on the number of months of inventories on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. Inventory cost includes material, labor and overhead. Inventories consist of the following:

Inventory valued using the FIFO method was$103,731 and $91,848 at September 30, 2026 and December 31, 2025, respectively. Inventory valued using the average cost method was$19,945 and $14,574 at September 30, 2026 and December 31, 2025, respectively.

(6)Financial Instruments and Fair Value Measurements

Financial Instruments

A financial instrument is cash or a contract that imposes an obligation to deliver or conveys a right to receive cash or another financial instrument. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of fair value because of the short maturity of these instruments. The fair value of debt approximates the carrying value of debt, due to the variable interest rate on our Credit Facility and the maturity of outstanding debt.

Derivative Instruments and Hedging Activities

During 2025, the Company had open Mexican peso-denominated foreign currency forward contracts. The Company used foreign currency forward contracts solely for hedging and not for speculative purposes. Management believes that its use of these instruments to reduce risk was in the Company’s best interest. The counterparties to these financial instruments were financial institutions with investment grade credit ratings.

Foreign Currency Exchange Rate Risk

Foreign currency transactions are remeasured into the functional currency using translation rates in effect at the time of the transaction with the resulting adjustments included on the condensed consolidated statements of operations within other (income) expense, net. These foreign currency transaction (gains) losses, including the impact of hedging activities, were$(263) and$1,964 for the three months ended September 30, 2026 and 2025, and$(317) and$4,439 for the nine months ended September 30, 2026 and 2025, respectively.

The Company conducts business internationally and, therefore, is exposed to foreign currency exchange rate risk. The Company has historically used derivative financial instruments as cash flow hedges to manage its exposure to fluctuations in foreign currency exchange rates by reducing the effect of such fluctuations on foreign currency denominated intercompany transactions, inventory purchases and other foreign currency exposures.

Cash Flow Hedges

The Company entered into foreign currency forward contracts to hedge the Mexican peso currency in 2025. These forward contracts were executed to hedge forecasted transactions and were accounted for as cash flow hedges. As such, gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated other comprehensive loss, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated other comprehensive loss fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. The cash flow hedges were highly effective. The effectiveness of the transactions were measured using regression analysis and forecasted future purchases of the currency.

The Company’s foreign currency forward contracts offset a portion of the gains and losses on the underlying foreign currency denominated transactions as follows:

Mexican peso-denominated Foreign Currency Forward Contracts – Cash Flow Hedges

The Company held Mexican peso-denominated foreign currency forward contracts which expired ratably on a monthly basis from January 2025 to December 2025.

The Company evaluated the effectiveness of the Mexican peso denominated forward contracts held during 2025 and concluded that the hedges were highly effective.

Gross amounts recorded for the cash flow hedges in other comprehensive (loss) income and in net loss for the three months ended September 30 were as follows:

Gross amounts recorded for the cash flow hedges in other comprehensive (loss) income and in net loss for the nine months ended September 30 were as follows:

Cash flows from derivatives used to manage foreign currency exchange risks are classified as operating activities within the condensed consolidated statements of cash flows.

Fair Value Measurements

Historically, certain assets and liabilities held by the Company were measured at fair value on a recurring basis and were categorized using the three levels of the fair value hierarchy based on the reliability of the inputs used. Fair values estimated using Level 1 inputs consisted of quoted prices in active markets for identical assets or liabilities that the Company had the ability to access at the measurement date. Fair values estimated using Level 2 inputs, other than quoted prices, were observable for the asset or liability, either directly or indirectly and included among other things, quoted prices for similar assets or liabilities in markets that were active or inactive as well as inputs other than quoted prices that were observable. For forward currency contracts, inputs included forward foreign currency exchange rates. Fair values estimated using Level 3 inputs consisted of significant unobservable inputs. There were no assets or liabilities measured at fair value at September 30, 2026 or December 31, 2025.

(7)Share-Based Compensation

Compensation expense for share-based compensation arrangements, which is recognized in the condensed consolidated statements of operations as a component of SG&A expense, was$706 and $1,099 for the three months ended September 30, 2026 and 2025, respectively. Compensation expense for share-based compensation arrangements was$5,425 and $3,659 for the nine months ended September 30, 2026 and 2025, respectively. The nine months ended September 30, 2026 includes accelerated expense for employee retirements. The Company generally satisfies share-based compensation awards through the reissuance of common shares held in treasury. Treasury shares are accounted for under the cost method using the FIFO convention. Differences between the cost of treasury shares reissued and the value attributed to the shares upon reissuance are recognized within additional paid-in capital, to the extent available.

(8)Debt

Debt consisted of the following at September 30, 2026 and December 31, 2025:

Revolving Credit Facility

On November 2, 2023, the Company entered into the Fifth Amended and Restated Credit Agreement (the “Credit Facility”). The Credit Facility provided for a $275,000 senior secured revolving credit facility and it replaced and superseded the Fourth Amended and Restated Credit Agreement. The Credit Facility had an accordion feature, which allowed the Company to increase the availability by up to $150,000 upon the satisfaction of certain conditions, including the consent of lenders providing the increase in commitments, and also included a letter of credit subfacility, swing line subfacility and multicurrency subfacility. The Credit Facility had a termination date of November 2, 2026. Borrowings under the Credit Facility bear interest at either the Base Rate or the SOFR rate, at the Company’s option, plus the applicable margin as set forth in the Credit Facility. The Credit Facility contains certain financial covenants that require the Company to maintain less than a maximum leverage ratio and more than a minimum interest coverage ratio.

The Credit Facility contains customary affirmative covenants and representations. The Credit Facility also contains customary negative covenants, which, among other things, are subject to certain exceptions, including restrictions on (i) indebtedness, (ii) liens, (iii) liquidations, mergers, consolidations and acquisitions, (iv) disposition of assets or subsidiaries, (v) affiliate transactions, (vi) continuation of or change in business, (vii) restricted payments, (viii) restrictions in agreements on dividends, intercompany loans and granting liens on the collateral, (ix) loans and investments and (x) changes in organizational documents and fiscal year. The Credit Facility contains customary events of default, subject to customary thresholds and exceptions, including, among other things, (i) non-payment of principal and non-payment of interest and fees, (ii) a material inaccuracy of a representation or warranty at the time made, (iii) a failure to comply with any covenant, subject to customary grace periods in the case of certain affirmative covenants, (iv) cross default of other debt, final judgments and other adverse orders in excess of $30,000, (v) any loan document shall cease to be a legal, valid and binding agreement, (vi) certain uninsured losses or proceedings against assets with a value in excess of $30,000, (vii) ERISA events, (viii) a change of control, or (ix) bankruptcy or insolvency proceedings.

On February 26, 2025, the Company entered into Amendment No. 1 to the Fifth Amended and Restated Credit Agreement and Waiver (“Amendment No. 1”). Amendment No. 1 provided for certain covenant relief and restrictions during the “Covenant Relief Period” (the period ending on the date that the Company was required to deliver a compliance certificate for the quarter ending December 31, 2025). During the Covenant Relief Period:

•the maximum leverage ratio of 3.50 was increased to 6.00 for the quarter ended March 31, 2025,5.50 for the quarter ended June 30, 2025,4.50 for the quarter ended September 30, 2025 and 3.50 for the quarter ended December 31, 2025;

•the minimum interest coverage ratio of 3.50 was waived for the quarter ended December 31, 2024 and was reduced to 2.00 for the quarters ended March 31 and June 30, 2025, and 2.50 and 3.50 for the quarters ended September 30, 2025 and December 31, 2025, respectively;

•the Company’s aggregate amount of cash and cash equivalents, defined as 100% of North American and 65% of foreign cash balances, could not exceed $70,000;

•the sale of significant assets (as defined) required repayment in the amount of any net cash proceeds received resulting in the reduction of the Credit Facility commitment, at the lesser of $100,000 or the net cash proceeds;

•there were certain restrictions on Restricted Payments (as defined); and

•a Permitted Acquisition (as defined) could not be consummated unless otherwise approved in writing by the required lenders.

Amendment No. 1 added an additional level to the leverage ratio based pricing grid, through maturity, when the leverage ratio is greater than 3.50.

As a result of entering into Amendment No. 1, the Company capitalized $561 of deferred financing costs during the nine months ended September 30, 2025.

On November 5, 2025, the Company entered into Amendment No. 2 to the Fifth Amended and Restated Credit Agreement and Consent Agreement (“Amendment No. 2”). Amendment No. 2 amended the Credit Facility and provided for certain covenant relief and restrictions through the Credit Facility's termination date of November 2, 2026. Amendment No. 2 superseded certain terms of the Credit Facility and Amendment No. 1 beginning November 5, 2025 and ending at the Credit Facility's termination date of November 2, 2026. Amendment No. 2 amended certain Credit Facility terms and provided covenant relief as follows:

•borrowing capacity was reduced from $275,000 to $225,000;

•the sale of the Control Devices business (as defined) was a permitted transaction and upon notice would result in the reduction of the Credit Facility commitment, at the lesser of $50,000 or the net cash proceeds of this transaction;

•the current minimum interest coverage ratio of 2.5 was extended through the quarter ending March 31, 2026 and increased to 3.5 for the quarter ended June 30, 2026 and thereafter;

◦if the Control Devices business sale is consummated, the minimum interest coverage ratio will increase to 3.5 as of the last day of the first full quarter ending after the sale and thereafter; and

•the maximum leverage ratio of 4.5 for the quarter ended September 30, 2025 and 3.5 for the quarter ended December 31, 2025 and thereafter remained unchanged.

As a result of entering into Amendment No. 2, the Company capitalized $216 of deferred financing costs and wrote off $192 of previously recorded deferred financing costs during the year ended December 31, 2025.

On January 30, 2026, as a result of the sale of the Control Devices business, the Credit Facility borrowing capacity was reduced from $225,000 to $175,000.

On March 6, 2026, the Company entered into Amendment No. 3 to the Fifth Amended and Restated Credit Agreement (“Amendment No. 3”). Amendment No. 3 amends and restates the Credit Facility in its entirety beginning December 31, 2025 and ending at the Credit Facility's amended termination date of July 1, 2027. Amendment No. 3 also provided for certain covenant relief and adjustments to terms and conditions as follows:

•expiration date of the Credit Facility is extended from November 2, 2026 to July 1, 2027;

•the current minimum interest coverage ratio of 2.50 was reduced to 1.60 for the quarter ended March 31, 2026,1.70 for the quarter ended June 30, 2026,1.75 for the quarter ended September 30, 2026 and 2.50 for the quarter ended December 31, 2026 and thereafter;

•the maximum leverage ratio was increased to 3.75 for the quarter ended December 31, 2025,6.25 for the quarter ended March 31, 2026,6.75 for the quarter ended June 30, 2026,6.00 for the quarter ended September 30, 2026 and 4.00 for the quarter ended December 31, 2026 and thereafter;

•on December 31, 2026, the current borrowing capacity of $175,000 will be reduced to the lesser of $157,500 or the then current Credit Facility commitment;

•the applicable margin was fixed at 4.00% for Term Rate loans through September 30, 2026, increasing to 4.50% thereafter;

•modifications to Consolidated EBITDA (as defined); and

•modifications and additions to affirmative covenants.

•Amendment No. 3 also requires the Company to meet certain milestones in connection with obtaining replacement financing for the Credit Facility prior to its termination date, including engaging a financial advisor, completing a collateral examination and inventory appraisal, preparing marketing materials, and using commercially reasonable efforts to obtain term sheets by November 15, 2026 (or, if earlier, the filing date of this Quarterly Report on Form 10-Q) and a commitment letter by the filing date of the Company's Annual Report on Form 10-K for the year ending December 31, 2026.

As a resultof entering into Amendment No. 3, the Company capitalized$1,590 of deferred financing costs and wrote off$182 of previously recorded deferred financing costs during the nine months ended September 30, 2026.

Our Credit Facility matures on July 1, 2027, which is within twelve months of the issuance of the accompanying unaudited condensed consolidated financial statements, and therefore the outstanding Credit Facility balance is recorded as a current liability in the condensed consolidated balance sheet as of September 30, 2026. The Company expects to refinance its Credit Facility. While there can be no assurance that the Company will refinance the current Credit Facility, the Company believes that it is probable the Credit Facility will be refinanced prior to its maturity. The Company’s ability to continue as a going concern is contingent upon its ability to refinance its Credit Facility.

Borrowings outstanding on the Credit Facility were $143,691 and $180,942 at September 30, 2026 and December 31, 2025, respectively.

The Company was in compliance with all Credit Facility covenants at September 30, 2026 and December 31, 2025.

The Company also has outstanding letters of credit of$3,106 at September 30, 2026 and$2,106 at December 31, 2025.

Debt

The Company’s wholly owned subsidiary located in Stockholm, Sweden (the “Stockholm subsidiary”), has an overdraft credit line that allows overdrafts on the subsidiary’s bank account up to a daily maximum level of 20,000 Swedish krona, or$1,999 and $2,174, at September 30, 2026 and December 31, 2025, respectively. At September 30, 2026 and December 31, 2025, there wereno borrowings outstanding on this overdraft credit line. During the nine months ended September 30, 2026, the subsidiary borrowed and repaid 40,959 Swedish krona, or $4,094. The Stockholm subsidiary has pledged certain of its assets as collateral in order to obtain a guarantee of certain of the Stockholm subsidiary’s obligations to third parties.

(9)Loss Per Share

Basic loss per share was computed by dividing net loss by the weighted-average number of Common Shares outstanding for each respective period. Diluted loss per share was calculated by dividing net loss by the weighted-average of all potentially dilutive Common Shares that were outstanding during the periods presented. However, for all periods in which the Company recognized a net loss, the Company did not recognize the effect of the potential dilutive securities as their inclusion would be anti-dilutive. Potential dilutive shares of 401,793 and 436,454 for the three months ended September 30, 2026 and 2025, respectively, were excluded from diluted loss per share because the effect would be anti-dilutive. Potential dilutive shares of 411,529 and 253,061 for the nine months ended September 30, 2026 and 2025, respectively, were excluded from diluted loss per share because the effect would be anti-dilutive.

Weighted-average Common Shares outstanding used in calculating basic and diluted earnings per share were as follows:

There were 517,526 and 912,765 performance-based right to receive Common Shares outstanding at September 30, 2026 and 2025, respectively. The right to receive Common Shares are included in the computation of diluted earnings per share, to the extent they are not anti-dilutive, based on the number of Common Shares that would be issuable if the end of the quarter were the end of the performance period.

(10)Accumulated Other Comprehensive (Loss) Income

Changes in accumulated other comprehensive loss for the three months ended September 30, 2026 and 2025 were as follows:

Changes in accumulated other comprehensive income (loss) for the nine months ended September 30, 2026 and 2025 were as follows:

(11)Commitments and Contingencies

From time to time, we are subject to various legal actions and claims incidental to our business, including those arising out of breach of contracts, product warranties, product liability, patent infringement, regulatory matters and employment-related matters. The Company establishes accruals for matters which it believes that losses are probable and can be reasonably estimated. Although it is not possible to predict with certainty the outcome of these matters, the Company is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on its consolidated results of operations or financial position.

As a result of environmental studies performed at the Company’s former facility located in Sarasota, Florida, the Company became aware of soil and groundwater contamination at the site. The Company engaged an environmental engineering consultant to assess the level of contamination and to develop a remediation and monitoring plan for the site. Soil remediation at the site was completed during the year ended December 31, 2010. A remedial action plan was approved by the Florida Department of Environmental Protection and groundwater remediation began in the fourth quarter of 2015.

During the three and nine months ended September 30, 2026, the Company recognized expense of $315 related to groundwater remediation. During the three and nine months ended September 30, 2025, the Company didnot recognize any expense related to groundwater remediation. At September 30, 2026 and December 31, 2025, the Company had accrued liabilities of$412 and $142, respectively, related to expected future remediation costs. At September 30, 2026 and December 31, 2025,$67 and $42, respectively, were recorded as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets while the remaining amounts as of September 30, 2026 and December 31, 2025 were recorded as a component of other long-term liabilities. Costs associated with the recorded liability will be incurred to complete the groundwater remediation and monitoring. The recorded liability is based on assumptions in the remedial action plan as well as estimates for future remediation activities. Although the Company sold the Sarasota facility and related property in December 2011, the liability to remediate the site contamination remains the responsibility of the Company. Due to the ongoing site remediation, the Company is currently required to maintain a $1,489 letter of credit for the benefit of the Sarasota property buyer.

The Company’s Stoneridge Brazil subsidiary has civil, labor, environmental and other tax contingencies (excluding income tax) for which the likelihood of loss is deemed to be reasonably possible, but not probable, by the Company’s legal advisors in Brazil. As a result, no provision has been recorded with respect to these contingencies, which amounted to R$40,138 ($7,748)and R$43,818 ($7,964) at September 30, 2026 and December 31, 2025, respectively. An unfavorable outcome on these contingencies could result in significant cost to the Company and adversely affect its results of operations and cash flows.

On August 12, 2020, the Brazilian Administrative Counsel for Economic Defense (“CADE”) issued a ruling against Stoneridge Brazil for abuse of dominance and market foreclosure through its prior use of exclusivity provisions in agreements with its distributors. The CADE tribunal imposed a R$7,995 ($1,543) fine which is included in the reasonably possible contingencies noted above. The Company continues to challenge this ruling in Brazilian federal court to reverse this decision by the CADE tribunal.

Long-Term Supply Commitment

In 2022, the Company entered into a long-term supply agreement, as amended, with a supplier for the purchase of certain electronic semiconductor components through December 31, 2030. Pursuant to the agreement, the Company paid capacity deposits of $1,000 each in December 2022 and June 2023. The capacity deposits are recognized in prepaid and other current assets on our condensed consolidated balance sheets and amortized ratably over the life of the initial purchase commitment. This long-term supply agreement requires the Company to purchase minimum annual volumes while requiring the supplier to sell these components at a fixed price. The Company purchased$1,213 and $114 during the three months ended September 30, 2026 and 2025, respectively, and$2,070 and $114 during the nine months ended September 30, 2026 and 2025, respectively, related to the annual required purchases. The Company is required to purchase $3,876, $7,489, $8,861, $5,975 and $2,170 of these components in each of the years 2026 through 2030, respectively. We evaluate our long-term supply agreement on a continuous basis in the context of customer demand and overall market dynamics. Part of that evaluation process has resulted in re-negotiating minimum annual volumes in the past. Should customer demand and market dynamics require us to re-evaluate our long-term supply commitments, we intend to engage with the supplier to negotiate an amendment to the long-term supply agreement and amend the supply commitments to align with current market conditions.

Product Warranty and Recall

Amounts accrued for product warranty and recall claims are established based on the Company’s best estimate of the amounts necessary to settle existing and future claims on products sold as of the balance sheet dates. These accruals are based on several factors including past experience, production changes, industry developments and various other considerations. Our estimate is based on historical trends of units sold and claim payment amounts, combined with our current understanding of the status of existing claims, forecasts of the resolution of existing claims, expected future claims on products sold and commercial discussions with our customers. The key factors in our estimate are the warranty period and the customer source. The Company can provide no assurances that it will not experience material claims or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued. The current portion of the product warranty and recall reserve is included as a component of accrued expenses and other current liabilities on the condensed consolidated balance sheets. Product warranty and recall reserve included$8,988 and $9,378 of a long-term liability at September 30, 2026 and December 31, 2025, respectively, which is included as a component of other long-term liabilities on the condensed consolidated balance sheets.

In 2023, the Company received a demand for arbitration from one of our former Control Devices' customers seeking recovery of warranty claims related to alleged defects in PM sensor products sold prior to the Company's exit from that product line in 2019. The Company denies responsibility for these claims. Based on our review of the technical and legal merits, we believed these warranty claims lacked substantive merit and were significantly overstated. An arbitration hearing was held in the first quarter of 2026 in which the claimant sought approximately $41,000 in direct warranty damages plus additional reputational damage. On November 2, 2026, the Company received notice of a ruling, issued on October 30, 2026, by the arbitration tribunal seated in Italy. The tribunal awarded the former customer €22,479 ($25,463) in total damages. See Note 16, Subsequent Events for further discussion.

The following provides a reconciliation of changes in product warranty and recall reserve liability:

During the three months ended September 30, 2026, the Company entered into settlements for pre-existing warranty claims with two customers of our Electronics segment incurring warranty expense of $3,014.

(12)Business Realignment

The Company regularly evaluates the performance of its businesses and cost structures, including personnel, and makes necessary changes thereto in order to optimize its results. The Company also evaluates the required skill sets of its personnel and periodically makes strategic changes. As a consequence of these actions, the Company incurs severance related costs that are referred to as business realignment charges.

Business realignment charges incurred by reportable segment were as follows:

Business realignment charges incurred, classified by statement of operations line item were as follows:

Reconciliations of the beginning and ending liability balances related to business realignment were as follows:

(13)Income Taxes

For interim tax reporting, we estimate our annual effective tax rate and apply it to our year-to-date ordinary income. Tax jurisdictions with a projected or year-to-date loss for which a benefit cannot be realized are excluded.

For the three months ended September 30, 2026, income tax benefit from continuing operations of$2,689 was attributable to the mix of earnings among tax jurisdictions, tax credits and incentives and the impact of valuation allowances in certain jurisdictions offset by the reversal of the deferred tax liability on outside basis difference in a foreign subsidiary. The effective tax rate of 10.5% varies from the statutory rate primarily due to tax credits and incentives, and the impact of valuation allowances in certain jurisdictions offset by the reversal of the deferred tax liability on outside basis difference in a foreign subsidiary.

For the three months ended September 30, 2025, income tax expense from continuing operations of$1,970 was attributable to the mix of earnings among tax jurisdictions and tax credits and incentives offset by U.S. taxes on foreign earnings. The effective tax rate of(28.5)% varies from the statutory rate primarily due to tax credits and incentives offset by U.S. taxes on foreign earnings.

For the nine months ended September 30, 2026, income tax expense of$1,280 was attributable to the mix of earnings among tax jurisdictions, tax credits and incentives and the impact of valuation allowances in certain jurisdictions offset by the reversal of the deferred tax liability on outside basis difference in a foreign subsidiary. The effective tax rate of(3.1)% varies from the statutory rate primarily due to tax credits and incentives and the impact of valuation allowances in certain jurisdictions offset by the reversal of the deferred tax liability on outside basis difference in a foreign subsidiary.

For the nine months ended September 30, 2025, income tax expense of$5,087 was attributable to the mix of earnings among tax jurisdictions and tax credits and incentives offset by U.S. taxes on foreign earnings. The effective tax rate of(22.2)% varies from the statutory rate primarily due to tax credits and incentives offset by U.S. taxes on foreign earnings.

(14)Segment Reporting

Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer.

The Company hastwo reportable segments, Electronics and Stoneridge Brazil, which also represent its operating segments. The Electronics reportable segment produces advanced driver information solutions, vision systems, connectivity and compliance solutions and control modules. The Stoneridge Brazil reportable segment designs, manufactures and sells driver information systems, vehicle tracking devices and monitoring services, vehicle security alarms and convenience accessories telematics solutions and multimedia devices.

In January 2026, the Company completed the sale of its Control Devices segment. Control Devices was previously a separate reportable segment of the Company; however, it is not reflected in the segment information presented below for any period shown.

The accounting policies of the Company’s reportable segments are the same as those described in Note 2, “Summary of Significant Accounting Policies” of the Company’s 2025 Form 10-K. The Company’s management evaluates the performance of its reportable segments based primarily on revenues from external customers, operating income and capital expenditures. Inter-segment sales are accounted for on terms similar to those to third parties and are eliminated upon consolidation.

The Company's management, including the CODM, utilizes operating income as the key performance measure of segment profitability to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the financial performance of the Company's operating segments. The CODM regularly evaluates budget-to-actual and period-over-period variances for this metric when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses operating income in evaluating the operating performance of each segment and as part of determining the compensation of the segment managers and certain other employees. COGS and D&D are the significant expenses regularly reviewed by the CODM. Other segment costs primarily include SG&A items.

The financial information presented below is for ourtwo reportable operating segments and includes adjustments for unallocated corporate costs and intercompany eliminations, where applicable. Such costs and eliminations do not meet the requirements for being classified as an operating segment. Unallocated corporate costs include various support functions, such as accounting/finance, executive administration, human resources, information technology and legal as well as share-based compensation.

A summary of financial information by reportable segment is as follows:

The following tables present net sales and long-term assets for each of the geographic areas in which the Company operates:

(A)Unallocated Corporate expenses include various support functions, such as accounting/finance, executive administration, human resources, information technology and legal costs as well as share-based compensation.

(B)These amounts represent depreciation and amortization on property, plant and equipment and certain intangible assets.

(C)Assets located at Corporate consist primarily of cash, intercompany loan receivables, fixed assets for the corporate headquarter building, leased assets, information technology assets, equity investments and investments in subsidiaries.

(15)Investments

In December 2018, the Company entered into an agreement to make a $10,000 investment in a fund (“Autotech Fund II”) managed by Autotech Ventures (“Autotech”), a venture capital firm focused on ground transportation technology which is accounted for under the equity method of accounting. The Company’s $10,000 investment in the Autotech Fund II will be contributed over the expectedten-year life of the fund. The Company has contributed$9,443 to the Autotech Fund II as of September 30, 2026. The Company contributed$113 and $280 to Autotech Fund II during the nine months ended September 30, 2026 and 2025, respectively. The Company received distributions of$0 and $8 from Autotech Fund II during the nine months ended September 30, 2026 and 2025, respectively. The Company has a 6.6% interest in Autotech Fund II. The Company recognized equity in (earnings) loss of investee of$(914) and $220 during the three months ended September 30, 2026 and 2025, respectively. The Company recognized equity in earnings of investee of$905 and $124 during the nine months ended September 30, 2026 and 2025, respectively. The Autotech Fund II investment recorded in investments and other long-term assets in the condensed consolidated balance sheets was$9,460 and $8,442 as of September 30, 2026 and December 31, 2025, respectively.

(16)Subsequent Events

On November 2, 2026, the Company received notice of a ruling, issued on October 30, 2026, by an arbitration tribunal seated in Italy in the previously disclosed arbitration proceeding brought by a former customer of the Company’s Control Devices business (see Note 11, Commitments and Contingencies). The proceeding concerned warranty claims for particulate matter (“PM”) sensor products sold by the Control Devices business before the Company exited that product line in 2019.

The tribunal awarded the former customer €22,479 ($25,463) in total damages. The Company disagrees with the ruling and continues to believe the claims lacked merit. The Company is evaluating its options with respect to the award, including whether grounds exist to challenge the award under applicable Italian law or to resist enforcement under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The grounds for setting aside or refusing enforcement of an international arbitration award are limited.

Because the ruling provides additional evidence about conditions that existed at September 30, 2026, the Company recorded a pre-tax charge of €21,395 ($24,236) in the quarter ended September 30, 2026, representing the award less amounts previously accrued of €1,083 ($1,227). The charge was recorded as a reduction to net sales on the Company’s condensed consolidated statement of operations and the associated liability is included in accrued expenses and other current liabilities on the condensed consolidated balance sheet as of September 30, 2026.

The Company expects to pay the €22,479 ($25,463) PM sensor arbitration award from cash on hand, including cash held outside the United States, and available borrowings, and intends to hold discussions with the former customer regarding the timing of payment. Payment of the award will reduce our available liquidity and, depending on its timing and amount, could adversely affect our ability to comply with the minimum interest coverage ratio and maximum leverage ratio under the Credit Facility in future periods, including the increase in the minimum interest coverage ratio to 2.50 for the quarter ending December 31, 2026. If we were not in compliance and were unable to obtain a further waiver or amendment, an Event of Default would occur and the lenders could accelerate the amounts outstanding, which would adversely affect our liquidity, our ability to refinance the Credit Facility and our ability to continue as a going concern.