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Stoneridge, Inc 8-K Filings

SRI NYSE

Every 8-K that Stoneridge, Inc (SRI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SRI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SRI filings page.

Rhea-AI Summary

Stoneridge, Inc. reported second-quarter 2026 results showing higher sales but continued losses. Net sales from continuing operations were $181.4 million, up 15.1% year over year, driven mainly by North American commercial vehicles and Stoneridge Brazil. On a core basis, excluding $4.4 million of favorable currency and $7.1 million of Mexico Manufacturing Agreement revenue, sales rose 7.8%.

Gross margin fell to 20.3% from 23.1%, as higher material costs, strategic inventory actions and mix after a European retrofit campaign more than offset cost controls. The company posted a net loss from continuing operations of $5.3 million, or $(0.19) per share, improving from a $11.1 million loss, or $(0.40) per share, a year earlier. Adjusted EBITDA was $5.5 million (3.0% of sales) versus $0.8 million (0.5%), the best quarterly level in 24 months.

Electronics revenue grew 12.8% to $160.9 million, and Stoneridge Brazil revenue grew 37.6% to a record $20.5 million. MirrorEye revenue reached a record of about $37 million, up 39% year over year. Cash was $71.5 million and total debt $151.1 million, for net debt of $79.6 million, down $38.5 million since year-end 2025. Management reaffirmed 2026 guidance for revenue of $645–$670 million and adjusted EBITDA of $20–$25 million.

Rhea-AI Summary

Stoneridge, Inc. has appointed Scott R. Humphrey as Chief Financial Officer and Treasurer, effective June 8, 2026, making him the company’s principal financial officer. Interim CFO and Treasurer Robert J. Hartman, Jr. will step down from those interim roles and continue as Chief Accounting Officer.

Humphrey brings more than 25 years of international finance and operations experience, including prior CFO roles at Fox Factory Holding Corp., Hibbett Sports and Ciner Resources LP. Under his offer letter, he will receive a $475,000 annual base salary, a target annual bonus equal to 75% of base salary, and a sign‑on equity grant valued at $300,000 in restricted stock units that vest over three years. He is also eligible for annual long‑term incentive grants targeted at 90% of base salary, participation in the company’s Severance Plan, and a Change in Control Agreement that provides 24 months of base salary and benefits continuation under a double‑trigger provision. Stoneridge will pay a $75,000 lump sum for relocation, subject to repayment if he leaves or is terminated for cause within two years.

Rhea-AI Summary

Stoneridge, Inc. reported results of its 2026 Annual Meeting of Shareholders. Shareholders approved Amendment No. 1 to the 2025 Long-Term Incentive Plan, increasing the common shares authorized for issuance under the plan by 2,650,000 shares.

All nine director nominees were elected for one-year terms, each receiving more votes "for" than "withheld." Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved a non-binding advisory resolution on 2025 compensation for Named Executive Officers.

Rhea-AI Summary

Stoneridge, Inc. reported first quarter 2026 net sales of $160.8 million, up from $149.1 million a year earlier, with gross profit of $35.0 million and a gross margin of 21.7%. The company posted an operating loss of $9.0 million and a net loss of $27.0 million, including a loss on disposal of the Control Devices business.

On an adjusted basis, operating loss narrowed to $3.0 million and adjusted EBITDA was $2.0 million. Stoneridge updated its 2026 outlook to revenue of $645–$670 million and adjusted operating margin of approximately break-even to 0.5%, and reaffirmed adjusted EBITDA guidance of $20–$25 million, citing record MirrorEye sales and cost actions.

Rhea-AI Summary

Stoneridge, Inc. reported that its MirrorEye Camera Monitor System achieved record quarterly sales and production milestones in the first quarter of 2026. MirrorEye sales grew about 10% from the prior quarter, driven by strong adoption in European truck programs and newly launched North American programs.

The company reaffirmed its expectation of at least $160 million in MirrorEye revenue for 2026, about 45% higher than 2025, highlighting the product as a key growth driver. Stoneridge has produced more than 150,000 MirrorEye systems globally and now supports six programs across ten OEM truck brands, plus a growing fleet and bus/coach customer base.

Rhea-AI Summary

Stoneridge, Inc. filed an amended report to detail compensation terms for its incoming President and Chief Executive Officer, Natalia Noblet, whose appointment becomes effective at 12:01 a.m. on April 1, 2026.

Effective that date, Ms. Noblet’s base salary is set at €490,475 per year, which the company notes equates to approximately $568,568 using an exchange rate of €1.00 = $1.16, with actual U.S. dollar amounts varying with currency movements. Her 2026 annual incentive target is equal to 100% of base salary, and her 2026 long‑term incentive target is equal to 125% of base salary, with specific award structures and performance measures to follow the company’s established incentive programs.

The Compensation Committee also authorized its chair to finalize a new employment agreement with Ms. Noblet covering term, duties, termination, severance, change‑in‑control protections and restrictive covenants, which will be separately disclosed and filed once approved and executed.

Rhea-AI Summary

Stoneridge, Inc. has appointed longtime executive Robert J. Hartman, Jr. as Interim Chief Financial Officer and Treasurer, effective March 31, 2026, following the previously disclosed resignation of Matt Horvath. Hartman will also continue serving as Chief Accounting Officer while the company searches for a permanent CFO.

To recognize and retain him in this interim role, Hartman will receive a $50,000 recognition bonus payable in cash by the earlier of July 31, 2026, or the hiring of a permanent CFO, plus a cash retention bonus of $118,646 if he remains employed through January 30, 2027. He is also being granted 30,000 share units under the Long-Term Incentive Plan, payable one-for-one in common shares and vesting in equal thirds in March 2027, 2028, and 2029, subject to continued employment.

Rhea-AI Summary

Stoneridge, Inc. reported weak 2025 GAAP results but highlighted growth in core technologies and a reshaped business. Full-year sales were $861.3 million, down from 2024, with a net loss of $102.8 million driven largely by a $21.6 million impairment of Control Devices assets and $44.5 million of tax valuation allowances. Adjusted net loss was narrower at $31.9 million and adjusted EBITDA was $25.0 million, or 2.9% of sales.

MirrorEye camera system sales reached $111 million in 2025, up 69% year over year and helping Stoneridge outperform its weighted-average OEM end markets by 150 basis points. Inventory fell by $18.7 million, supporting adjusted free cash flow of $19.0 million. The company completed the sale of its Control Devices segment in January 2026 to focus on higher-growth electronics and Brazil operations.

For 2026, Stoneridge issued revenue guidance of $625 million to $650 million and adjusted EBITDA of $20 million to $25 million, assuming flat end markets but at least 45% MirrorEye growth. Management targets at least $715 million of revenue and $44 million of EBITDA in 2027, and 2030 revenue of $850 million to $1 billion with EBITDA of $80 million to $120 million. Natalia Noblet will become president and CEO on April 1, 2026.

Rhea-AI Summary

Stoneridge, Inc. entered into Amendment No. 3 to its Fifth Amended and Restated Credit Agreement, which will amend and restate the existing credit facility from December 31, 2025 through a new termination date of July 1, 2027. The amendment extends the facility’s expiration from November 2, 2026 to July 1, 2027, provides temporary covenant relief by lowering the minimum interest coverage ratio for 2026 quarters, and raises the maximum leverage ratio for quarters from December 31, 2025 through September 30, 2026 before tightening again from December 31, 2026. On December 31, 2026, borrowing capacity will be reduced from $175.0 million to the lesser of $157.5 million or the then current commitment, and the agreement also revises the definition of Consolidated EBITDA and updates affirmative covenants.

Rhea-AI Summary

Stoneridge, Inc. entered into a cooperation agreement with investment firm 22NW, whose group owns about 2,297,092 common shares, or 8.2% of the company. Under the agreement, Stoneridge will expand its Board from seven to eight members and appoint 22NW founder Aron R. English as an independent director effective March 16, 2026, with plans to nominate him for election at the 2026 annual shareholders meeting.

In return, 22NW agreed to a standstill that limits its ownership to 12.9% of outstanding shares, restricts proxy contests and public campaigns, and commits the group to vote largely in line with Board recommendations during the standstill period. English must offer to resign if 22NW’s ownership falls below set thresholds or if certain breaches or independence issues occur. Both sides agreed to mutual non-disparagement, and English will receive the same compensation and benefits as other non-employee directors.

Rhea-AI Summary

Stoneridge, Inc. is implementing a planned leadership succession in its top role. President and Chief Executive Officer Jim Zizelman will retire from employment on May 20, 2026, stepping down as CEO at 12:01 a.m. on April 1, 2026 and serving as a strategic advisor until his retirement date at his current compensation.

The Board of Directors has appointed Natalia Noblet, currently President of Electronics, as President and Chief Executive Officer effective April 1, 2026, and elected her to the Board for a term expiring at the 2026 Annual Meeting of Shareholders. Zizelman will remain a director, and both he and Noblet are expected to be nominated for re-election at that meeting.

The company characterizes the transition as part of its succession planning and broader transformation, including after the sale of its Control Devices segment. Noblet will receive no additional compensation for Board service, and her CEO employment agreement and compensation terms will be disclosed in a later filing.

Rhea-AI Summary

Stoneridge, Inc. filed an amended report detailing executive compensation and pro forma results tied to the completed sale of its Control Devices business segment to an affiliate of Center Rock Capital Partners for a purchase price of $59.0 million, subject to customary adjustments.

The Board approved one-time cash Transaction Bonuses of $940,500 for CEO James Zizelman, $414,423 for CFO Matt Horvath, and $296,294 for Susan Benedict, plus cash-settled phantom share awards of 142,933 and 45,029 phantom shares to Mr. Zizelman and Ms. Benedict, respectively, vesting in 2027 subject to service and specified termination conditions.

Pro forma statements show the sale, related agreements, and debt repayment of $30.0 million reducing 2024 net loss from continuing operations from $16.5 million to $13.4 million (loss per share improving from $0.60 to $0.48) and nine‑month 2025 loss from $25.9 million to $21.8 million (from $0.93 to $0.78 per share), alongside an estimated pre‑tax loss on the sale of about $38.1 million.

Rhea-AI Summary

Stoneridge, Inc. reported that its Chief Financial Officer and Treasurer, Matthew R. Horvath, has notified the company that he will resign, effective March 31, 2026. The company disclosed the leadership change under the section covering departures of certain officers.

Stoneridge also issued a press release on February 2, 2026 describing Mr. Horvath’s planned departure, which is included as Exhibit 99.1 and furnished, rather than filed, under the Regulation FD disclosure section.

Rhea-AI Summary

Stoneridge, Inc. completed the sale of its Control Devices business segment to Control Devices Acquisition, LLC, an affiliate of Center Rock Capital Partners, for $59.0 million on January 30, 2026, under a Stock Purchase Agreement with customary terms and a five-year non-compete.

Immediately before closing, Stoneridge reorganized related assets and liabilities among subsidiaries. It also entered into a three-year Mexico Manufacturing Agreement and a 12‑month China Manufacturing Agreement to continue producing certain products for the buyer and for Stoneridge’s Electronics segment. The president of Control Devices resigned from Stoneridge roles as part of the transaction.

Rhea-AI Summary

Stoneridge, Inc. entered into Amendment No. 2 to its Fifth Amended and Restated Credit Agreement, providing covenant relief and restrictions through the Credit Facility’s termination on November 2, 2026.

Key changes include: borrowing capacity reduced from $275,000 to $225,000; the sale of the Control Devices business is permitted and, upon notice, will reduce the commitment by the lesser of $50,000 or the net cash proceeds; the minimum interest coverage ratio of 2.5 is extended through the quarter ending March 31, 2026 and increases to 3.5 for the quarter ended June 30, 2026 and thereafter, or to 3.5 as of the first full quarter after a Control Devices sale; and the maximum leverage ratio remains 4.5 for the quarter ended September 30, 2025 and 3.5 for the quarter ended December 31, 2025 and thereafter.

The company also furnished its third‑quarter 2025 results press release and related presentation, with a webcast by senior management on November 6, 2025.

Rhea-AI Summary

Stoneridge, Inc. approved new compensation protections for Rajaey Kased, President of its Control Devices Division. The updated change in control agreement is a double-trigger arrangement, requiring both a change in control of the Company (which can include a sale of all or substantially all of the Control Devices Division before December 31, 2025) and a qualifying termination within two years for payments to be due. If those conditions are met and a release is signed, Mr. Kased is entitled to two times his annual base salary, two times his target or recent annual incentive award, a pro rata annual incentive based on actual performance for the year of termination, and 24 months of continued life and health benefits.

Stoneridge also granted Mr. Kased a transaction bonus letter providing a cash bonus of $84,204 if the Company sells all or substantially all of the assets of the Control Devices Division. That bonus is contingent on his continued employment and performance through the sale and the execution of a standard release.