Stoneridge (SRI) CHRO exercises 7,396 share units, with tax share withholding

Rhea-AI Filing Summary

Stoneridge Inc. officer Susan C. Benedict, CHRO and Assistant General Counsel, reported equity award activity. On March 2, 2026, she exercised 7,396 Share Units from a March 13, 2023 grant, receiving the same number of common shares at a stated price of $0.00 per share.

To cover tax obligations tied to this vesting, 3,224 common shares were disposed of at $7.69 per share through a tax-withholding transaction rather than an open‑market sale. After these transactions, she directly held 17,244 common shares and 56,415 Share Units. She also held 45,029 Phantom Shares, which are cash‑settled awards economically equivalent to common shares and scheduled to vest on January 31, 2027 if she remains employed.

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^*

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)
03/02/2026

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	03/02/2026		M		7,396	A	$0	20,468	D
Common Shares, without par value	03/02/2026		F		3,224	D	$7.69	17,244	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)	03/02/2026		M			7,396	(1)	(1)	Common Shares, without par value	7,396	$0	56,415	D
Phantom Shares	(2)							01/31/2027	01/31/2027	Common Shares, without par value	45,029		45,029	D

Explanation of Responses:

1. On March 13, 2023 the Reporting Person was granted 7,396 Share Units pursuant to the Company's Long-Term Incentive Plan which were paid on a one-for-one basis in Company common shares on March 2, 2026.

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	03/04/2026
	** 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).
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FAQ

What insider transactions did Stoneridge (SRI) officer Susan C. Benedict report?

Susan C. Benedict reported exercising 7,396 Share Units into common shares and a related tax‑withholding disposition of 3,224 common shares at $7.69 per share. These transactions reflect the vesting and settlement of long‑term incentive awards rather than open‑market buying or selling.

Were Susan C. Benedict’s Stoneridge (SRI) transactions open‑market stock sales?

The filing describes a tax‑withholding disposition of 3,224 common shares at $7.69 per share, not an open‑market sale. Shares were withheld to satisfy tax obligations arising from the exercise of previously granted Share Units under Stoneridge’s Long‑Term Incentive Plan.

How many Stoneridge (SRI) common shares does Susan C. Benedict hold after the Form 4?

After the reported transactions, Susan C. Benedict directly held 17,244 Stoneridge common shares. The Form 4 also shows 56,415 Share Units and 45,029 Phantom Shares, all held as direct interests under the company’s Long‑Term Incentive Plan awards framework.

What are the Share Units exercised by Susan C. Benedict at Stoneridge (SRI)?

The 7,396 Share Units were granted March 13, 2023 under Stoneridge’s Long‑Term Incentive Plan and settled one‑for‑one in company common shares on March 2, 2026. The exercise price is listed as $0.00 per share, typical for full‑value equity awards.

What are the Phantom Shares reported by Susan C. Benedict at Stoneridge (SRI)?

Phantom Shares are cash‑settled units economically equivalent to one Stoneridge common share each. Benedict holds 45,029 Phantom Shares, which are scheduled to pay cash equal to the fair market value of common shares on January 31, 2027, if she remains employed.

When do Susan C. Benedict’s Phantom Shares at Stoneridge (SRI) vest?

The Phantom Shares are scheduled to vest on January 31, 2027. At vesting, each Phantom Share will be paid in cash equal to the fair market value of one Stoneridge common share, provided Susan C. Benedict remains employed with the company on that date.