Stoneridge (NYSE: SRI) CEO awarded 142,933 Phantom Shares in long-term plan

Rhea-AI Filing Summary

Stoneridge, Inc. President and CEO James Zizelman reported equity-based compensation and holdings. On January 31, 2026, he was granted 142,933 Phantom Shares at $0 under the company’s Long-Term Incentive Plan, payable in cash based on the share price at vesting on January 31, 2027 if he remains employed.

He also holds 213,162 Share Units tied one-for-one to common shares, plus 19,695 common shares directly and 6,500 common shares indirectly through a trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zizelman James

(Last) (First) (Middle)

C/O STONERIDGE, INC.

39675 MACKENZIE DRIVE, SUITE 400

(Street)

NOVI MI 48377

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STONERIDGE INC [ SRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, without par value								19,695	D
Common Shares, without par value								6,500	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Units	(1)							(1)	(1)	Common Shares, without par value	213,162		213,162	D
Phantom Shares	(2)	01/31/2026		A		142,933		01/31/2027	01/31/2027	Common Shares, without par value	142,933	$0	142,933	D

Explanation of Responses:

1. Share Units granted to the Reporting Person pursuant to the Company's Long-Term Incentive Plan are payable on a one-for-one basis in Company common shares if the Reporting Person remains employed on the third anniversary date of the various grant dates.

2. Phantom Shares granted to the Reporting Person pursuant to the Company's Long-Term Incentive Plan. Each Phantom Share is the economic equivalent of one Company Common Share and will be paid in cash equal to the fair market value of one Company Common Share on the vesting date of January 31, 2027 if the Reporting Person remains employed on that date.

Remarks:

	/s/ Robert M. Loesch, by power of attorney	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Stoneridge (SRI) report for CEO James Zizelman?

The company reported a grant of 142,933 Phantom Shares to CEO James Zizelman on January 31, 2026. These were awarded under Stoneridge’s Long-Term Incentive Plan at $0 per unit as part of his compensation package.

How do the Phantom Shares granted to Stoneridge (SRI) CEO vest and pay out?

The 142,933 Phantom Shares vest on January 31, 2027 if the CEO remains employed. Each Phantom Share is economically equivalent to one common share and will be paid in cash equal to the fair market value on the vesting date.

What are the Share Units held by the Stoneridge (SRI) CEO under the incentive plan?

James Zizelman holds 213,162 Share Units under Stoneridge’s Long-Term Incentive Plan. Each Share Unit is payable on a one-for-one basis in company common shares if he remains employed on the third anniversary of the applicable grant dates.

How many Stoneridge (SRI) common shares does the CEO own directly and indirectly?

Following the reported transactions, the CEO holds 19,695 common shares directly. In addition, 6,500 common shares are held indirectly through a trust, reflecting his indirect beneficial ownership position in Stoneridge stock.

What is the purpose of Stoneridge (SRI) Phantom Shares and Share Units for executives?

Phantom Shares and Share Units provide long-term incentive compensation tied to Stoneridge’s share value. Share Units settle in common shares, while Phantom Shares pay cash equal to the share’s fair market value upon vesting, subject to continued employment conditions.

When will the newly granted Phantom Shares for Stoneridge (SRI) CEO potentially be paid?

The 142,933 Phantom Shares granted on January 31, 2026 are scheduled to vest on January 31, 2027. If the CEO remains employed on that date, they will be settled in cash based on the then-current share price.