Stoneridge delays 10-Q after Control Devices sale

Stoneridge, Inc. notified the SEC it cannot timely file its Form 10-Q for the quarter ended March 31, 2026 and expects to file on or before May 16, 2026.

Rhea-AI Filing Summary

Stoneridge, Inc. notified the SEC it cannot timely file its Form 10-Q for the quarter ended March 31, 2026 and expects to file on or before May 16, 2026. The delay is due to accounting required after the January 30, 2026 sale of the Control Devices business, which must be presented as a discontinued operation and requires retrospective recasting of prior-period comparatives, allocation of income taxes, and determination of the loss on disposition.

The company states the sale generated $59.0 million of net sale proceeds (subject to customary post-closing adjustments) and that it will record a loss on disposition of approximately $9.7 million. On a continuing-operations basis (excluding Control Devices), Stoneridge expects revenue of approximately $160.8 million and an operating loss of approximately $9.0 million for the quarter, compared to restated continuing-operations revenue of $149.1 million and operating loss of $4.3 million for the quarter ended March 31, 2025. The Company reported approximately $156.5 million of outstanding borrowings under its credit agreement as of March 31, 2026 and said it was in compliance with financial covenants as of that date.

Insights

Accounting Analyst

Disposal requires retrospective restatement and tax allocation, which explains the filing delay.

The sale of the Control Devices business on January 30, 2026 triggers discontinued operations treatment under ASC 205-20, necessitating separation of current-period results and retrospective recasting of comparative financial statements. This process requires reclassification of prior-period revenues and expenses and an allocation of income taxes between continuing and discontinued operations.

Key items to watch in the upcoming Form 10-Q include the exact loss on disposition calculation and the mechanics of the retrospective recast; the company quantified a preliminary loss of $9.7 million and restated prior-period continuing revenue of $149.1 million.

Credit/Cashflow Analyst

Sale proceeds and covenant compliance are central to liquidity and debt profile.

The company reports net sale proceeds of $59.0 million (subject to adjustments) and $156.5 million of outstanding borrowings under its credit agreement as of March 31, 2026. The filing states Stoneridge was compliant with financial covenants on that date.

Future filings should show whether proceeds reduced net leverage or were used for working capital; the narrative confirms covenant compliance but does not describe use of proceeds or post-closing adjustments.

Key Figures

Net sale proceeds: $59.0 million Loss on disposition (expected): $9.7 million Continuing operations revenue (Q1 2026 expected): $160.8 million +3 more

6 metrics

Net sale proceeds $59.0 million Sale of Control Devices closed January 30, 2026

Loss on disposition (expected) $9.7 million Difference between net sale proceeds and net carrying value as of closing

Continuing operations revenue (Q1 2026 expected) $160.8 million Excludes Control Devices

Continuing operations revenue (Q1 2025 restated) $149.1 million Restated prior-period comparative after discontinued operations reclassification

Operating loss (Q1 2026 expected, continuing ops) $9.0 million Continuing operations, quarter ended March 31, 2026

Outstanding borrowings $156.5 million Borrowings under Fifth Amended and Restated Credit Agreement as of March 31, 2026

Key Terms

Discontinued operations, Loss on disposition, Retrospective recasting

3 terms

Discontinued operations accounting

"present the results of the Control Devices business as a discontinued operation"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

Loss on disposition financial

"present a loss on disposition of the Control Devices business of approximately $9.7 million"

Retrospective recasting accounting

"the retrospective recasting of all prior period comparative financial statements"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Stoneridge (SRI) file a Form 12b-25 delaying its 10-Q?

The company delayed the Form 10-Q to complete discontinued-operations accounting after the sale of Control Devices on January 30, 2026. This requires retrospective recasting, tax allocation, and determination of the loss on disposition before finalizing financials.

How large was the sale of the Control Devices business reported by SRI?

Stoneridge reported net sale proceeds of $59.0 million, subject to customary post-closing adjustments. The company will present the sale as a discontinued operation and finalize the proceeds detail in the Form 10-Q.

What loss will Stoneridge report related to the Control Devices sale?

The company expects to record a loss on disposition of approximately $9.7 million, representing the difference between net sale proceeds and the net carrying value of assets and liabilities as of closing.

What are Stoneridge’s expected continuing-operations results for Q1 2026?

On a continuing-operations basis, Stoneridge expects revenue of about $160.8 million and an operating loss of about $9.0 million for the quarter ended March 31, 2026. More detail will appear in the filed 10-Q.

What is Stoneridge’s debt position and covenant status as of March 31, 2026?

As of March 31, 2026, Stoneridge reported approximately $156.5 million of outstanding borrowings under its credit agreement and stated it was in compliance with all financial covenants on that date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 06:16 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-13337

CUSIP Number: 861898102

(Check one):

☐ Form 10-K and Form 10-KSB

☐ Form 20-F

☐ Form 11-K

☒ Form 10-Q

☐ Form 10-D

☐ Form N-SAR

☐ Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _______________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.

PART I — REGISTRANT INFORMATION

Stoneridge, Inc.

Full Name of Registrant

Not applicable

Former Name if Applicable

39675 MacKenzie Drive, Suite 400

Address of Principal Executive Office (Street and Number)

Novi, Michigan 48377

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

☒ (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.

☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date.

☐ (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

The Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) of Stoneridge, Inc. (the “Company”) could not be filed within the prescribed time period without unreasonable effort or expense for the following reason:

On January 30, 2026, the Company completed the sale of its Control Devices business to an affiliate of Center Rock Capital Partners. In accordance with Accounting Standards Codification 205-20, Discontinued Operations, the Company is required to present the results of the Control Devices business as a discontinued operation in its condensed consolidated financial statements for the quarter ended March 31, 2026. This accounting treatment requires, among other things, the separation of Control Devices’ results from continuing operations for the current period, the retrospective recasting of all prior period comparative financial statements to present the Control Devices segment as a discontinued operation, the determination of the loss on disposition, and income taxes between continuing and discontinued operations.

The complexity of this discontinued operations accounting, combined with the need to ensure the accuracy and completeness of the retrospective recasting of prior periods, has required additional time to complete the Company’s financial close process for the quarter ended March 31, 2026. The Company has been working diligently to complete the discontinued operations presentation and expects to file the Form 10-Q on or before May 16, 2026, the fifth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification:

Robert J. Hartman, Jr.    (248)    489-9300

(Name)    (Area Code)    (Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is “No,” identify report(s).

☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Explanation of Anticipated Change in Results of Operations:

The Company anticipates that its results of operations for the quarter ended March 31, 2026 will differ significantly from the corresponding quarter ended March 31, 2025 for the following reasons:

Net Sales — Continuing Operations. Net sales from continuing operations (the Company’s Electronics and Stoneridge Brazil segments) for the quarter ended March 31, 2026 are expected to be lower than the consolidated net sales reported for the quarter ended March 31, 2025, primarily because the prior period included approximately $68.8 million of net sales attributable to the Control Devices segment, which will be reclassified to discontinued operations in the restated prior period comparative financial statements.

Discontinued Operations. The Company will present a loss on disposition of the Control Devices business of approximately $9.7 million, reflecting the difference between the net sale proceeds of $59.0 million (subject to customary post-closing adjustments) and the net carrying value of the Control Devices assets and liabilities as of the closing date of January 30, 2026.

Operating Results. On a continuing operations basis (excluding the Control Devices segment), the Company expects revenue of approximately $160.8 million and operating loss of approximately $9.0 million for the quarter ended March 31, 2026, compared to revised continuing operations revenue of $149.1 million and operating loss of $4.3 million for the quarter ended March 31, 2025. The Company expects to provide more detailed financial results when the Form 10-Q is filed.

Credit Facility. As of March 31, 2026, the Company had approximately $156.5 million of outstanding borrowings under its Fifth Amended and Restated Credit Agreement, as amended. The Company was in compliance with all financial covenants under the Credit Facility as of March 31, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

STONERIDGE, INC.

Date: May 11, 2026

By: /s/ Robert J. Hartman, Jr.         

Robert J. Hartman, Jr.

Interim Chief Financial Officer and Treasurer (Principal Financial Officer)