Stoneridge (NYSE: SRI) CEO exercises awards and withholds shares for tax

Rhea-AI Filing Summary

Stoneridge Inc. President and CEO James Zizelman reported equity award activity involving share units and common shares. He exercised 19,363 Share Units, converting them on a one-for-one basis into 19,363 Common Shares at a stated price of $0.00 per share.

To cover tax obligations related to this equity event, 7,619 Common Shares were disposed of at $7.69 per share through a tax-withholding disposition, leaving 31,439 Common Shares held directly after the transactions. He also holds 142,933 Phantom Shares, which are economically equivalent to common shares and payable in cash on January 31, 2027, 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)
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								6,500	I	By Trust
Common Shares, without par value	03/02/2026		M		19,363	A	$0	39,058	D
Common Shares, without par value	03/02/2026		F		7,619	D	$7.69	31,439	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
Phantom Shares	(1)							01/31/2027	01/31/2027	Common Shares, without par value	142,933		142,933	D
Share Units	(2)	03/02/2026		M			19,363	(2)	(2)	Common Shares, without par value	19,363	$0	193,799	D

Explanation of Responses:

1. 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.

2. On March 13, 2023 the Reporting Person was granted 19,363 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.

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).
** 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.
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FAQ

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

James Zizelman reported exercising 19,363 Share Units into an equal number of Common Shares at $0.00 per share, and a related tax-withholding disposition of 7,619 Common Shares at $7.69 per share, all recorded as direct ownership transactions.

How many Stoneridge (SRI) common shares does the CEO hold after this Form 4?

After the reported transactions, James Zizelman holds 31,439 Stoneridge Common Shares directly. In addition, he has 6,500 Common Shares held indirectly through a trust, reflecting both his personal and trust-related equity positions in the company.

What are the Phantom Shares reported by Stoneridge (SRI) CEO James Zizelman?

The Phantom Shares are awards under Stoneridge’s Long-Term Incentive Plan. Each Phantom Share is economically equivalent to one common share and will be paid in cash based on fair market value on January 31, 2027, if Zizelman remains employed through that date.

Was the Stoneridge (SRI) CEO’s Form 4 a stock sale in the open market?

The filing shows a tax-withholding disposition of 7,619 Common Shares at $7.69 per share. This transaction is identified as payment of tax liability by delivering shares, rather than an open-market sale initiated for investment purposes.

What is the origin of the 19,363 Share Units exercised by Stoneridge (SRI) CEO?

The 19,363 Share Units were granted to James Zizelman on March 13, 2023 under Stoneridge’s Long-Term Incentive Plan and were paid on a one-for-one basis in company common shares on March 2, 2026, according to the footnote disclosure.

How does this Stoneridge (SRI) Form 4 affect the CEO’s derivative holdings?

Following the exercise of 19,363 Share Units, the CEO shows 193,799 Share Units in total after the derivative transaction, alongside 142,933 Phantom Shares, indicating continued substantial participation in Stoneridge’s long-term equity-based compensation programs.