Stoneridge (SRI) CEO retirement triggers major equity exercises and tax share dispositions
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
STONERIDGE INC President and CEO James Zizelman reported multiple equity compensation transactions in connection with his May 20, 2026 retirement. He exercised derivative awards into 430,663 common shares in one transaction and 142,933 common shares in a separate transaction, both at a stated price of $0.0000 per share. A total of 169,465 common shares were disposed of at $6.89 per share as a tax-withholding disposition, and 142,933 common shares were disposed of to the issuer at $6.89 per share.
Following these transactions, Zizelman directly held 174,372 common shares and indirectly held 6,500 common shares through a trust. Footnotes explain that phantom shares and share units granted under the company’s Long-Term Incentive Plan, including performance shares granted in 2024 and 2025, vested upon retirement, with phantom shares settled in cash and performance shares and share units settled one-for-one in common shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
142,933 shares exercised/converted
Mixed
7 txns
Insider
Zizelman James
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Shares | 142,933 | $0.00 | -- |
| Disposition | Share Units | 193,799 | $0.00 | -- |
| Exercise | Common Shares, without par value | 142,933 | $0.00 | -- |
| Disposition | Common Shares, without par value | 142,933 | $6.89 | $985K |
| Exercise | Common Shares, without par value | 430,663 | $0.00 | -- |
| Tax Withholding | Common Shares, without par value | 169,465 | $6.89 | $1.17M |
| holding | Common Shares, without par value | -- | -- | -- |
Holdings After Transaction:
Phantom Shares — 0 shares (Direct, null);
Share Units — 0 shares (Direct, null);
Common Shares, without par value — 174,372 shares (Direct, null);
Common Shares, without par value — 6,500 shares (Indirect, By Trust)
Footnotes (1)
- In connection with the Reporting Person's retirement on May 20, 2026 each phanton share being the economic equivalent of one Company common share was paid in cash. Each Phantom Shares was the economic equivalent of one Common Share and was paid in cash. In addition to the vesting of Shares Units the total here includes the vesting of Performance Shares granted to the Reporting Person under the Company's Long-Term Incentive Plan (191,860 granted on March 10, 2025 and 45,003 granted on March 11, 2024) which vested upon the Reporting Person's May 20, 2026 retirement. Each Performance Share was payable on a one-for-one basis in Company common shares upon the Reporting Person's retirement. Share Units granted to the Reporting Person pursuant to the Company's Long-Term Incentive Plan on March 11, 2024 (36,823) and March 10, 2025 (156,976) payable on a one-for-one basis in Company common shares if the Reporting Person remained employed on the third anniversay of the date of grant or earlier upon retirement. The Reporting Person retired on May 20, 2026.
Key Figures
Common shares from first exercise: 430,663 shares
Common shares from second exercise: 142,933 shares
Tax-withholding shares: 169,465 shares at $6.89
+4 more
7 metrics
Common shares from first exercise
430,663 shares
Derivative exercise into common shares on May 20, 2026
Common shares from second exercise
142,933 shares
Additional derivative exercise into common shares on May 20, 2026
Tax-withholding shares
169,465 shares at $6.89
Shares delivered for tax-withholding disposition on May 20, 2026
Disposition to issuer
142,933 shares at $6.89
Common shares disposed to issuer on May 20, 2026
Direct holdings after transactions
174,372 shares
Direct common shares following reported transactions
Indirect holdings by trust
6,500 shares
Common shares held indirectly through a trust
Share units disposed
193,799 units
Share units with underlying common shares disposed to issuer
Key Terms
tax-withholding disposition, Phantom Shares, Share Units, Performance Shares, +1 more
5 terms
tax-withholding disposition financial
"disposed of 169,465 common shares at $6.89 per share as a tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Long-Term Incentive Plan financial
"granted to the Reporting Person under the Company's Long-Term Incentive Plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
FAQ
What insider transactions did SRI President and CEO James Zizelman report?
James Zizelman reported several equity compensation transactions, including exercises of derivative awards into common shares, tax-withholding dispositions, and dispositions to the issuer, all dated May 20, 2026, reflecting the settlement of long-term incentive awards tied to his retirement.