0001043337FALSE00010433372026-01-302026-01-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2026
STONERIDGE, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | |
| Ohio | 001-13337 | 34-1598949 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
39675 MacKenzie Drive, Suite 400, Novi, Michigan 48377
(Address of Principal Executive Offices, and Zip Code)
(248) 489-9300
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, without par value | SRI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Explanatory Note
As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2026 (the “Original Form 8-K”), on January 30, 2026, Stoneridge, Inc. (the “Company”) completed the sale of its Control Devices business segment (the “Business”) to Control Devices Acquisition, LLC, a Delaware limited liability company and an affiliate of Center Rock Capital Partners, L.P. (“Buyer”).
This Amendment to Current Report on Form 8-K is being filed to amend and supplement the Original Form 8-K, for the purpose (i) to provide certain compensation-related disclosure made in connection with the sale of the Business, and (ii) to provide the pro forma financial information required by Item 9.01, which were excluded from the Original Form 8-K and is filed as an exhibit hereto and is incorporated herein by reference. All other items in the Original Form 8-K remain the same.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2026, the Board of Directors approved one-time Transaction Bonus cash payments to certain named executive officers in connection with the Company’s completion of the sale of its Control Devices business segment (the “Control Devices Sale”). The Transaction Bonuses, which were approved in recognition of the completion of the Control Devices Sale, were awarded as follows: James Zizelman, President and Chief Executive Officer-$940,500; Matt Horvath, Chief Financial Officer and Treasurer-$414,423; and Susan Benedict, Chief Human Resources Officer and Assistant General Counsel-$296,294. In addition, on January 30, 2026, the Board approved grants, dated January 31, 2026, of cash-settled phantom share awards under the Company’s 2025 Long-Term Incentive Plan for retention purposes, consisting of awards to Mr. Zizelman of 142,933 phantom shares and to Ms. Benedict of 45,029 phantom shares. Each phantom share award entitles the holder to receive, on or promptly after January 31, 2027, a cash payment equal to the fair market value of the number of notional common shares underlying the award as of the vesting date, plus an amount in cash equal to any cash dividends declared on the Company’s common shares during the vesting period (and subject to the same vesting conditions). The phantom share awards are scheduled to vest on January 31, 2027, subject to continued employment through the vesting date; provided that (i) upon qualifying retirement, the awards vest at retirement; (ii) upon death or permanent disability, the awards vest on a pro-rata basis based on the portion of the 12-month vesting period elapsed; (iii) upon a qualifying termination of employment without cause within 24 months following a change in control, the awards vest in full on the termination date; and (iv) upon a termination by the Company without cause (as defined in the award), the awards vest on a pro-rata basis based on the portion of the 12-month vesting period elapsed.
This Item 5.02 disclosure is provided in this Amendment to supplement the Original Form 8-K filed on February 2, 2026.
ITEM 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 and is incorporated herein by reference:
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025.
•Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2025 and for the fiscal year ended December 31, 2024.
•Notes to the Unaudited Pro Forma Consolidated Financial Statements.
(d) Exhibits
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| Exhibit No. | Description |
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| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Statements. |
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| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Stoneridge, Inc. |
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| Date: February 5, 2026 | /s/ Matthew R. Horvath |
| Matthew R. Horvath Chief Financial Officer and Treasurer (Principal Financial Officer) |
Exhibit 99.1
STONERIDGE, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On January 30, 2026, Stoneridge, Inc. (the “Company”) completed the sale of its Control Devices business segment (the “Business”) to Control Devices Acquisition, LLC, a Delaware limited liability company and an affiliate of Center Rock Capital Partners, L.P. (“Buyer”) for a purchase price of $59.0 million, subject to customary post-closing adjustments (the “Transaction”). The Transaction was consummated pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of January 30, 2026, between the Company and the Buyer. The Transaction is considered a significant disposition under Regulation S-X Article 11 significance tests, as such the Company is providing pro financial information giving effect to the disposal herein.
The unaudited pro forma condensed consolidated financial statements have been derived from the Company’s historical consolidated financial statements and give effect to the Transaction. The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 reflects the Company’s financial position as if the Transaction had occurred on September 30, 2025. The following unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2025 and year ended December 31, 2024 reflect the Company’s results as if the Transaction had occurred as of January 1, 2024 for all periods presented.
The unaudited pro forma condensed consolidated financial statements have been prepared based upon the best available information and management estimates and are subject to assumptions and adjustments described below and in the accompanying notes to those financial statements. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date. The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Regulation S-X Article 11. They are not intended to be a complete presentation of the Company’s financial position or results of operations had the Transaction occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Transaction been completed on the dates assumed. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with our historical consolidated financial statements and accompanying notes, specifically in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2025, as filed with the SEC on November 6, 2025.
STONERIDGE, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of September 30, 2025 |
| (in thousands) | | Historical Stoneridge
(as reported) | | Disposal of Segment (a) | | Transaction Accounting Adjustments | | Pro Forma |
| | | | | | | | |
| ASSETS | | | | | | | | |
| Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 53,988 | | | $ | (4,681) | | | $ | 23,879 | | (b) | $ | 73,186 | |
| Accounts receivable, net | | 153,072 | | | (52,864) | | | 6,375 | | (b) | 106,583 | |
| Inventories, net | | 145,449 | | | (27,756) | | | — | | | 117,693 | |
| Prepaid expenses and other current assets | | 31,806 | | | (4,300) | | | — | | | 27,506 | |
| Total current assets | | 384,315 | | | (89,602) | | | 30,254 | | | 324,968 | |
| Long-term assets: | | | | | | | | |
| Property, plant and equipment, net | | 100,477 | | | (39,626) | | | — | | | 60,851 | |
| Intangible assets, net | | 40,741 | | | (1,056) | | | — | | | 39,685 | |
| Goodwill | | 37,530 | | | — | | | — | | | 37,530 | |
| Operating lease right-of-use asset | | 13,481 | | | (3,205) | | | — | | | 10,276 | |
| Investments and other long-term assets, net | | 55,535 | | | (4,333) | | | (54,574) | | (c)(d) | (3,372) | |
| Total long-term assets | | 247,764 | | | (48,220) | | | (54,574) | | | 144,970 | |
| Total assets | | $ | 632,079 | | | $ | (137,822) | | | $ | (24,319) | | | $ | 469,938 | |
| | | | | | | | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Current portion of debt | | $ | 947 | | | $ | — | | | $ | — | | | $ | 947 | |
| Accounts payable | | 101,773 | | | (42,554) | | | 2,205 | | (b) | 61,424 | |
| Accrued expenses and other current liabilities | | 77,292 | | | (5,268) | | | — | | | 72,024 | |
| Total current liabilities | | 180,012 | | | (47,822) | | | 2,205 | | | 134,395 | |
| Long-term liabilities: | | | | | | | | |
| Revolving credit facility | | 170,194 | | | — | | | (30,000) | | (e) | 140,194 | |
| Deferred income taxes | | 4,939 | | | (901) | | | | | 4,038 | |
| Operating lease long-term liability | | 9,514 | | | (2,472) | | | | | 7,042 | |
| Other long-term liabilities | | 16,225 | | | (2,004) | | | | | 14,221 | |
| Total long-term liabilities | | 200,872 | | | (5,377) | | | (30,000) | | | 165,495 | |
| Shareholders' equity: | | | | | | | | |
| Preferred Shares, without par value, 5,000 shares authorized, none issued | | — | | | — | | | — | | | — | |
| Common Shares, without par value, 60,000 shares authorized, 28,966 shares issued and 28,018 shares outstanding at September 30, 2025, with no stated value | | — | | | — | | | — | | | — | |
| Additional paid-in capital | | 218,048 | | | (63,419) | | | 63,419 | | (c) | 218,048 | |
| Common Shares held in treasury, 948 shares at September 30, 2025, at cost | | (27,457) | | | — | | | — | | | (27,457) | |
| Retained earnings | | 154,059 | | | (23,716) | | | (59,943) | | (f)(k) | 70,400 | |
| Accumulated other comprehensive loss | | (93,455) | | | 2,512 | | | — | | | (90,943) | |
| Total shareholders' equity | | 251,195 | | | (84,623) | | | 3,476 | | | 170,048 | |
| Total liabilities and shareholders' equity | | $ | 632,079 | | | $ | (137,822) | | | $ | (24,319) | | | $ | 469,938 | |
STONERIDGE, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine months ended September 30, 2025 |
| (in thousands, except per share data) | | Historical Stoneridge
(as reported) | | Disposal of Segment (a) | | Transaction Accounting Adjustments | | Pro Forma |
| | | | | | | | |
| Net sales | | $ | 656,109 | | | $ | (213,515) | | | $ | 41,435 | | (g)(h) | $ | 484,029 | |
| Costs and expenses: | | | | | | | | |
| Cost of goods sold | | 518,105 | | | (179,568) | | | 38,412 | | (g)(h) | 376,949 | |
| Selling, general and administrative | | 96,125 | | | (18,479) | | | — | | | 77,646 | |
| Design and development | | 50,984 | | | (11,952) | | | — | | | 39,032 | |
| Operating (loss) income | | (9,105) | | | (3,516) | | | 3,023 | | | (9,598) | |
| Interest expense (income), net | | 10,102 | | | 178 | | | (1,742) | | (i) | 8,538 | |
| Equity in earnings of investee | | (124) | | | — | | | — | | | (124) | |
| Other expense (income), net | | 5,378 | | | (929) | | | — | | | 4,449 | |
| (Loss) income before income taxes | | (24,461) | | | (2,765) | | | 4,765 | | | (22,461) | |
| Provision (benefit) for income taxes | | 1,465 | | | (3,179) | | | 1,031 | | (j) | (683) | |
| Net (loss) income from continuing operations | | $ | (25,926) | | | $ | 414 | | | $ | 3,734 | | | $ | (21,778) | |
| | | | | | | | |
| Loss per share from continuing operations: | | | | | | | | |
| Basic | | $ | (0.93) | | | | | | | $ | (0.78) | |
| Diluted | | $ | (0.93) | | | | | | | $ | (0.78) | |
| | | | | | | | |
| Weighted-average shares outstanding: | | | | | | | | |
| Basic | | 27,776 | | | | | | 27,776 |
| Diluted | | 27,776 | | | | | | 27,776 |
STONERIDGE, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2024 |
| (in thousands, except per share data) | | Historical Stoneridge
(as reported) | | Disposal of Segment (a) | | Transaction Accounting Adjustments | | Pro Forma |
| | | | | | | | |
| Net sales | | $ | 908,295 | | | $ | (296,283) | | | $ | 57,104 | | (g)(h) | $ | 669,116 | |
| Costs and expenses: | | | | | | | | |
| Cost of goods sold | | 719,042 | | | (248,412) | | | 53,448 | | (g)(h) | 524,078 | |
| Selling, general and administrative | | 117,460 | | | (23,723) | | | (1,215) | | (g) | 92,522 | |
| Design and development | | 72,174 | | | (20,116) | | | — | | | 52,058 | |
| Operating (loss) income | | (381) | | | (4,032) | | | 4,871 | | | 458 | |
| Interest expense (income), net | | 14,447 | | | 4 | | | (2,424) | | (i) | 12,027 | |
| Equity in loss of investee | | 1,292 | | | — | | | — | | | 1,292 | |
| Other (income) expense, net | | (2,523) | | | 380 | | | — | | | (2,143) | |
| (Loss) income before income taxes | | (13,597) | | | (4,416) | | | 7,295 | | | (10,718) | |
| Provision (benefit) for income taxes | | 2,927 | | | (2,017) | | | 1,724 | | (j) | 2,634 | |
| Net loss (income) from continuing operations | | $ | (16,524) | | | $ | (2,399) | | | $ | 5,571 | | | $ | (13,352) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Loss per share from continuing operations: | | | | | | | | |
| Basic | | $ | (0.60) | | | | | | | $ | (0.48) | |
| Diluted | | $ | (0.60) | | | | | | | $ | (0.48) | |
| | | | | | | | |
| Weighted-average shares outstanding: | | | | | | | | |
| Basic | | 27,596 | | | | | | 27,596 |
| Diluted | | 27,596 | | | | | | 27,596 |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Disposal of Segment
(a) These adjustments reflect the removal of the associated assets, liabilities and operations attributable to the Business, which were included in the Company’s historical financial statements. The historical results of operations, which were removed, include certain corporate overhead and selling, general and administrative costs which were historically allocated to the Business based on estimated use. These allocations included wages and non-wage expenses related to the Company’s corporate support functions and occupancy costs, such as those related to operations, procurement, advanced manufacturing engineering and others.
Transaction Accounting Adjustments
(b) Reflects the expected cash consideration received from the sale of the Business at the close of the Transaction, transaction costs and other items pursuant to the terms of the sale. The final cash amount will be determined subsequent to closing based on the final working capital balance as defined by the Stock Purchase Agreement and finalization of transaction costs. In addition, a receivable was recognized for estimated working capital due to the Company and a payable was recognized for certain transaction related costs. All transaction costs have been excluded from the pro forma condensed consolidated statements of income.
| | | | | |
| Purchase price | $ | 59,000 | |
| |
| Transaction costs due at close | (5,121) | |
| Total closing cash consideration | 53,879 | |
| Required repayment of revolving credit facility (e) | (30,000) | |
| Net closing cash consideration | $ | 23,879 | |
(c) Reflects eliminations of intercompany investment and equity balances.
(d) Reflects the net impact of deferred tax assets attributed to the Business.
(e) Reflects the use of closing cash consideration to repay $30.0 million of outstanding debt on the Company’s revolving credit facility, a portion of which was required to be repaid under the terms of our amended and restated credit agreement.
(f) Reflects the estimated pre-tax loss on the sale of the Business and the effect on total equity of the adjustments described in notes (b) through (e) above.
(g) In connection with the sale, the Company and Buyer have entered into manufacturing, employee leasing and transition services agreements at closing whereby both the Company and the Buyer will provide certain post-close services on a transitional basis. The estimated impacts of these agreements have been reflected within the unaudited pro forma condensed consolidated statements of income, depending on the nature of the services provided. These agreements have various terms of 4 - 36 months following the close of the Transaction.
(h) Reflects an adjustment to record the impact to net sales and cost of goods sold of trade sales previously eliminated as intercompany sales. Eliminations were based on actual historical intercompany sales.
(i) Reflects a reduction of interest expense incurred in connection with the repayment of $30.0 million of outstanding debt outlined in footnote (e). Interest expense was calculated using the weighted average interest rates of our revolving credit facility for the periods presented.
(j) Reflects the tax impact of pro forma adjustments relating to the removal of the Business, as well as the estimated tax impact attributable to the various manufacturing and transition service agreements provided by and on the behalf of the Company. This adjustment was determined by applying the relevant statutory tax rates to the jurisdictional mix of income of these adjustments. This transaction accounting adjustment also reflects the impact of deferred tax asset and liability reversals.
(k) The estimated pre-tax loss on the sale of the Business, as reflected in the condensed consolidated statement of income for the year ended December 31, 2024, is calculated as follows:
| | | | | |
| Total closing cash consideration (b) | $ | 53,879 | |
| Net assets of the Business | (90,991) | |
| Estimated working capital adjustment | 6,375 | |
| Transaction accounting adjustments | (7,326) | |
| Pre-tax loss on sale of business | $ | (38,063) | |
