Stoneridge (NYSE: SRI) CHRO receives 45,029 phantom shares in LTIP grant

Rhea-AI Filing Summary

Stoneridge, Inc. reported an equity-based compensation grant to officer Susan C. Benedict, CHRO and Assistant GC. On January 31, 2026, she received 45,029 Phantom Shares under the company’s Long-Term Incentive Plan at a price of $0 per unit.

Each Phantom Share is economically equal to one common share and will be paid in cash at fair market value on the vesting date of January 31, 2027, if she remains employed. Benedict also directly holds 13,072 common shares and 63,811 Share Units, which are payable one-for-one in common shares if she remains employed through the applicable third anniversaries of their grant dates.

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

OMB APPROVAL

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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^*

Benedict Susan C.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHRO and Assistant GC

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								13,072	D

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	63,811		63,811	D
Phantom Shares	(2)	01/31/2026		A		45,029		01/31/2027	01/31/2027	Common Shares, without par value	45,029	$0	45,029	D

Explanation of Responses:

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

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.
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FAQ

What insider transaction did Stoneridge (SRI) disclose for Susan C. Benedict?

Stoneridge disclosed that officer Susan C. Benedict received 45,029 Phantom Shares on January 31, 2026. These were granted at a price of $0 per unit as part of the company’s Long-Term Incentive Plan and are classified as a derivative security award.

How do Stoneridge (SRI) Phantom Shares granted to Susan Benedict work?

The Phantom Shares are the economic equivalent of one Stoneridge common share each and pay out in cash. On January 31, 2027, Benedict will receive cash equal to the fair market value per share, provided she remains employed on that vesting date.

What are Susan Benedict’s Share Units in Stoneridge (SRI)?

Susan Benedict holds 63,811 Share Units under Stoneridge’s Long-Term Incentive Plan. Each unit is payable on a one-for-one basis in company common shares if she remains employed on the third anniversary of the respective grant dates, aligning compensation with long-term service.

How many Stoneridge (SRI) common shares does Susan Benedict own directly?

Following the reported transactions, Susan Benedict directly owns 13,072 Stoneridge common shares. This direct holding is separate from her 63,811 Share Units and 45,029 Phantom Shares, which are long-term incentive awards with different settlement mechanics and vesting conditions tied to continued employment.

When do Susan Benedict’s Phantom Shares in Stoneridge (SRI) vest?

The Phantom Shares granted to Susan Benedict vest on January 31, 2027, assuming she remains employed by Stoneridge on that date. At vesting, each Phantom Share will be settled in cash equal to the fair market value of one company common share.