22NW details 8.2% stake and board pact at Stoneridge

Stoneridge Inc. shareholder 22NW and related entities report beneficial ownership of 2,297,092 common shares, representing 8.2% of the company.

Rhea-AI Filing Summary

Stoneridge Inc. shareholder 22NW and related entities report beneficial ownership of 2,297,092 common shares, representing 8.2% of the company. All reporting persons disclose sole voting and dispositive power over these shares.

The investors entered into a cooperation agreement with Stoneridge on February 26, 2026. The board will increase from seven to eight directors, and Aron R. English will join the board effective March 16, 2026, with his initial term running through the 2026 annual meeting. Stoneridge will nominate him on its slate in 2026 and support his election like other board nominees.

During a defined standstill period, the reporting persons agree not to exceed 12.9% ownership of outstanding shares, solicit proxies, submit shareholder proposals or nominations, or seek board changes, subject to specified change-of-control exceptions. They also commit to vote their shares in favor of board nominees and generally in line with board recommendations, with limited exceptions based on board votes and proxy advisor recommendations.

FAQ

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

What stake does 22NW report in Stoneridge Inc. (SRI)?

22NW and related entities report beneficial ownership of 2,297,092 Stoneridge common shares, representing 8.2% of the outstanding class. They disclose sole voting and sole dispositive power over these shares across all listed reporting persons in the Schedule 13D/A amendment.

What board changes are described for Stoneridge Inc. (SRI)?

Stoneridge agreed to expand its board from seven to eight directors and appoint Aron R. English to fill the new seat effective March 16, 2026. His initial term will run until the company’s 2026 annual meeting of shareholders, where he will stand for election.

How will Stoneridge (SRI) treat Aron R. English in the 2026 director election?

Stoneridge agreed to include Aron R. English in its slate of director nominees for the 2026 annual meeting. The company will recommend that shareholders vote for him and will solicit proxies for his election on terms no less favorable than for other nominees.

What ownership limit applies to 22NW under the Stoneridge cooperation agreement?

During the standstill period, the reporting persons agreed not to acquire beneficial ownership of more than 12.9% of Stoneridge’s then-outstanding shares. This cap is part of broader standstill restrictions governing activism, proxy solicitations, and efforts to change the board’s size or composition.

What voting commitments did 22NW make regarding Stoneridge (SRI) shares?

During the standstill, the reporting persons will vote all shares they can vote for all board-recommended director nominees, against non-recommended nominees and removal proposals, and generally according to board recommendations, with limited exceptions tied to board votes and proxy advisor recommendations.

When do the Stoneridge (SRI) standstill restrictions end or suspend?

The standstill runs until 30 days after the earliest of Aron R. English leaving the board, 60 days before the 2027 nomination deadline, or termination of the agreement. It automatically suspends upon certain change-of-control events and reinstates if those transactions are not completed.

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

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Accepted by SEC EDGAR 02/27/2026 - 06:19 PM EST Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

STONERIDGE INC

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

86183P102

(CUSIP Number)

ARON R. ENGLISH
22NW, LP, 590 1st Ave. S, Unit C1
Seattle, WA, 98104
206-227-3078

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 86183P102

1

Name of reporting person

22NW Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,297,092.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,297,092.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,297,092.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 86183P102

1

Name of reporting person

22NW, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,297,092.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,297,092.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,297,092.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 86183P102

1

Name of reporting person

22NW Fund GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,297,092.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,297,092.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,297,092.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 86183P102

1

Name of reporting person

22NW GP, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,297,092.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,297,092.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,297,092.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 86183P102

1

Name of reporting person

English Aron R.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,297,092.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,297,092.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,297,092.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, without par value
(b)	Name of Issuer: STONERIDGE INC
(c)	Address of Issuer's Principal Executive Offices: 39675 MACKENZIE DRIVE, SUITE 400, NOVI, MICHIGAN , 48377.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On February 26, 2026, the Reporting Persons entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer agreed to increase the size of the Issuer's board of directors (the "Board") from seven (7) to eight (8) directors and to appoint Aron R. English to the Board to fill the resulting vacancy, effective on March 16, 2026, with an initial term expiring at the Issuer's 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting"). The Issuer has also agreed to nominate and include Mr. English in the Board's slate of director nominees for election at the 2026 Annual Meeting and to recommend that shareholders vote in favor of his election, and to otherwise support and solicit proxies for his election in a manner no less favorable than the manner in which the Issuer supports its other director nominees. Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain standstill restrictions from the date of the Cooperation Agreement until the date that is 30 days after the earliest to occur of (a) the date on which Mr. English is no longer a member of the Board, (b) the date that is 60 days prior to any advance notice deadline for the nomination of director candidates set by the Issuer with respect to its 2027 Annual Meeting of Shareholders, or (c) the termination of the Cooperation Agreement (such period, the "Standstill Period"). During the Standstill Period, the Reporting Persons have agreed, among other things, not to (i) acquire beneficial ownership of Shares in excess of 12.9% of the then-outstanding Shares, (ii) solicit proxies or written consents, (iii) submit shareholder proposals or nominations, or (iv) seek to change the size or composition of the Board. The standstill restrictions will automatically terminate upon the occurrence of certain change of control events, including (a) a third-party acquisition proposal to acquire 25% or more of the outstanding Shares or to effect a merger, business combination, or sale of all or substantially all of the Issuer's assets, or (b) the Issuer's public announcement of a sale process or entry into a definitive agreement for a strategic transaction. If such change of control event is terminated, withdrawn, or abandoned without consummation of a transaction, the standstill restrictions will be automatically reinstated for the remainder of the Standstill Period. Notwithstanding the foregoing, the voting commitments and non-disparagement obligations of the Reporting Persons survive any change of control. During the Standstill Period, the Reporting Persons have agreed to appear in person or by proxy at each annual meeting of shareholders and to vote all Shares they have the right to vote as of the applicable record date (a) in favor of all director nominees recommended by the Board, (b) against any director nominee not recommended by the Board, (c) against any proposal to remove any director, and (d) in accordance with the Board's recommendation on all other proposals and business, including any shareholder proposals; provided, however, that with respect to (i) any proposal with respect to which Mr. English, in his capacity as a director of the Issuer, has voted against recommending to the Issuer's shareholders, or (ii) any proposal or matter (other than director elections) for which both Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC recommend a vote contrary to the Board's recommendation, the Reporting Persons may vote in their discretion. The Cooperation Agreement also contains certain customary confidentiality, non-disparagement, and other undertakings by the Reporting Persons and the Issuer. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On February 26, 2026, the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Cooperation Agreement, dated February 26, 2026 (incorporated by reference to Ex. 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on February 26, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

22NW Fund, LP

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, Manager of 22NW Fund GP, LLC, its General Partner
Date:	02/27/2026

22NW, LP

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, President and Sole Shareholder of 22NW GP, Inc., its General Partner
Date:	02/27/2026

22NW Fund GP, LLC

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, Manager
Date:	02/27/2026

22NW GP, Inc.

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, President and Sole Shareholder
Date:	02/27/2026

English Aron R.

Signature:	/s/ Aron R. English
Name/Title:	ARON R. ENGLISH
Date:	02/27/2026