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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 40 added, 37 removed, 132 unchanged (37% of the section changed)

2 unchanged sentences

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Report.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were not effective as of the end of the period covered by this Annual Report on Form 10-K.

A material weakness in our internal control over financial reporting was identified at our Nissens Automotive operating segment acquired in November 2024.

Consequently additional analyses and other procedures were performed to ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with accounting principles generally accepted in the United States.

Notwithstanding the material weakness described below, management has concluded the consolidated financial statements in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows of the Company for the periods presented in conformity with accounting principles generally accepted in the United States.

(b) Management’s Report on Internal Control Over Financial Reporting .

Pursuant to Section 404 of the Sarbanes-Oxley Act, as part of this Report we have furnished a report regarding our internal control over financial reporting as of December 31, 2024.

The report is under the caption “Management’s Report on Internal Control Over Financial Reporting” in “Item 8.

Financial Statements and Supplementary Data,” which report is included herein.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act.

Our internal control system was designed to provide reasonable assurance regarding the preparation and fair presentation of published consolidated financial statements in accordance with accounting principles generally accepted in the United States.

All internal control systems, no matter how well designed, have inherent limitations.

Because of these inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control - Integrated Framework (2013).

Based on this assessment, our management has concluded that our internal control

over financial reporting was not effective as of December 31, 2025, due to the material weakness at our Nissens Automotive operating segment acquired in November 2024, described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be detected or prevented on a timely basis.

Management identified a material weakness in information technology general controls over certain IT systems that support financial transactions and reporting at our Nissens Automotive operating segment.

Information relating to tracking administrative users was not available, and therefore, controls over the review and monitoring of the activity thereof were ineffective.

Consequently, process level automated controls and manual controls that rely on the completeness and accuracy of data or reports from the affected IT systems were also deemed ineffective.

This material weakness resulted from the untimely identification of risk associated with the information technology environment and insufficient allocation of resources with knowledge and training associated with designing and implementing the controls.

While the control deficiencies created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis, we have not identified any errors in our consolidated financial statements due to the control deficiencies.

KPMG LLP, our independent registered public accounting firm, has issued an opinion as to the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

The opinion is under the caption “Report of Independent Registered Public Accounting Firm−Internal Control Over Financial Reporting” in “Item 8.

Financial Statements and Supplementary Data” for this attestation report, which is included herein.

KPMG LLP, our independent registered public accounting firm, has audited our consolidated financial statements included in the Annual Report on Form 10-K and, as part of their audit, has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting due to the material weakness at our Nissens Automotive operating segment described above, included herein under the caption “Report of Independent Registered Public Accounting Firm−Internal Control Over Financial Reporting” in “Item 8.

Financial Statements and Supplementary Data”, on the effectiveness of our internal control over financial reporting.

(d) Changes in Internal Control Over Financial Reporting .

Except as discussed in “Management’s Report on Internal Control Over Financial Reporting” in “Item 8.

Financial Statements and Supplementary Data,” which report is included herein, during the quarter ended December 31, 2024 and subsequent to that date, we have not made changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We review, document and test our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control–Integrated Framework.

We may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

These efforts may lead to various changes in our internal control over financial reporting.

Our management is committed to maintaining a strong internal control environment.

Management, with oversight from the Audit Committee of the Board of Directors, has begun taking remedial action and is developing a full plan in response to the material weakness at our Nissens Automotive operating segment described above.

This plan will include, among other items, hiring additional experienced personnel, enhanced monitoring, system modifications and enhancements, and where necessary, implementing additional controls and substantive procedures to obtain comfort over the completeness and accuracy of data from the affected IT systems.

Except for the changes associated with the material weakness at our Nissens Automotive operating segment noted above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our plans for remediating the material weakness at our Nissens Automotive operating segment, discussed above, will constitute changes in our internal control over financial reporting, when such remediation plans are effectively implemented.

OTHER INFORMATION

6 unchanged sentences

The Board of Directors of the Company has adopted a Code of Ethics that applies to all employees, officers and directors of the Company.

The Company’s Code of Ethics is available at ir.smpcorp.com under “Governance Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Company’s Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by disclosing such information on the Company’s website, at the address specified above.

The Company’s Code of Ethics is available at smpcorp.com under “Our Company – Governance – Charters & Policies.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Company’s Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by disclosing such information on the Company’s website, at the address specified above.

EXECUTIVE COMPENSATION

35 unchanged sentences

and James Burke (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).

10.9 Credit Agreement, dated as of October 28, 2015, among Standard Motor Products, Inc., as borrower and the other loan parties thereto, and JPMorgan Chase Bank, N.A., as agent and lender, J.P.

Morgan Securities LLC, as sole bookrunner and joint lead arranger, Bank of America, N.A.

and Wells Fargo Bank, National Association, as co-syndication agents and joint lead arrangers, and the other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of October 30, 2015).

10.10 Standard Motor Products, Inc.

AND SUBSIDIARIES

EXHIBIT INDEX

10.10 Standard Motor Products, Inc.

Amended and Restated 2016 Omnibus Incentive Plan and forms of related award agreements (incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No.

333-256362) filed as of May 21, 2021).

10.11 First Amendment to Credit Agreement, dated as of December 10, 2018, among Standard Motor Products, Inc.

and SMP Motor Products Ltd., as borrowers, JPMorgan Chase Bank, N.A., as agent and lender, and the other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of December 13, 2018).

10.12 Second Amendment to Credit Agreement, dated as of March 4, 2022, among Standard Motor Products, Inc., SMP Motor Products Ltd.

and Trumpet Holdings, Inc., as borrowers, JPMorgan Chase Bank, N.A., as agent and lender, and the other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of March 10, 2022).

10.13 Credit Agreement, dated as of June 1, 2022, among Standard Motor Products, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Wells Fargo Bank, National Association, as Co-Syndication Agents, J.P.

Morgan Securities LLC, as Sustainability Structuring Agent, JPMorgan Chase Bank, N.A., as Sole Bookrunner, JPMorgan Chase Bank, N.A., BofA Securities, Inc.

and Wells Fargo Securities, LLC, as Joint Lead Arrangers, and the lenders named therein (incorporated by reference to the Company’s Current Report on Form 8-K filed as of June 2, 2022).

10.14 First Amendment to Credit Agreement, dated as of May 13, 2024, by and among Standard Motor Products, Inc., as Borrower, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024) .

10.15 Second Amendment to Credit Agreement, dated as of July 5, 2024, by and among Standard Motor Products, Inc., as Borrower, and JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders named therein (incorporated by reference to the Company’s Current Report on Form 8-K filed as of July 10, 2024).

STANDARD MOTOR PRODUCTS, INC.

AND SUBSIDIARIES

EXHIBIT INDEX

10.16 Credit Agreement, dated as of September 16, 2024, among Standard Motor Products, Inc., the Foreign Subsidiary Borrowers party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Book Runner and Joint Lead Arranger, Bank of America, N.A., as Syndication Agent, Citizens Bank, N.A., as Documentation Agent and Joint Lead Arranger, BofA Securities, Inc., as Joint Book Runner and Joint Lead Arranger, and the Lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of September 17, 2024) .

10.17 Standard Motor Products, Inc.

2025 Omnibus Incentive Plan and forms of related award agreements (incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No.

333-287305), filed on May 15, 2025).

10.18 Form of Performance Share Units Award Agreement – Employees under the Standard Motor Products, Inc.

2025 Omnibus Incentive Plan .

10.19 Form of Standard Restricted Stock Unit Award Agreement – Employees under the Standard Motor Products, Inc.

2025 Omnibus Incentive Plan .

19 Standard Motor Products, Inc.

Policy on Insider Trading, dated as of July 29, 2024.

4 unchanged sentences

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

STANDARD MOTOR PRODUCTS, INC.

AND SUBSIDIARIES

EXHIBIT INDEX

32.1 Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

53 unchanged sentences

Years ended December 31, 2025, 2024 and 2023

Description Balance at

(in thousands) Additions

Other Deductions Balance at

3 unchanged sentences

$ 5,472 $ 17,091 $ — $ 12,520 $ 10,043

Allowance for sales returns $ 38,238,000 $ 184,895,000 $ 3,360,000 (a) $ 180,022,000 $ 46,471,000

Allowance for sales returns $ 46,471 $ 178,320 $ — $ 175,237 $ 49,554

Year ended December 31, 2024:

4 unchanged sentences

Year ended December 31, 2023:

Allowance for expected credit losses $ 4,815,000 $ 6,242,000 (b) $ — $ 6,928,000 $ 4,129,000

Allowance for expected credit losses $ 4,129 $ 2,940 $ — $ 185 $ 6,884

Allowance for discounts 1,246 12,449 — 12,534 1,161

2 unchanged sentences

(a) Allowances acquired through acquisition

(b) Includes a $ 7 million charge relating to one of our customers that filed a petition for bankruptcy in January 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures