13 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes to our internal controls over financial reporting during the quarter ended December 31, 2023 that has materially or is reasonably likely to materially affect internal control over financial reporting.
+Added: There were no changes to our internal controls over financial reporting during the quarter ended December 31, 2024 that have materially or are reasonably likely to materially affect internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
5 unchanged sentences
and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated March 1, 2024 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated March 3, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
19 unchanged sentences
During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Credit Facility Amendment
+Added: On February 26, 2025, the Company entered into Amendment No.
+Added: 1 to the Fifth Amended and Restated Credit Agreement and Waiver by and among the Company and certain of its subsidiaries as Borrowers, certain of its subsidiaries as Guarantors, PNC Bank, National Association, as Administrative Agent, and the financial parties thereto (the, "Lenders") (“Amendment No.
+Added: Amendment No.
+Added: 1 provides for certain covenant relief and additional covenant restrictions during the “Covenant Relief Period” (the period ending on the date that the Company delivers a compliance certificate for the quarter ending December 31, 2025 in form and substance satisfactory to the administrative agent).
+Added: During the Covenant Relief Period:
+Added: • the maximum leverage ratio of 3.50 was increased to 6.00 for the quarter ended March 31, 2025, 5.50 for the quarter ended June 30, 2025, 4.50 for the quarter ended September 30, 2025 and 3.50 for the quarter ended December 31, 2025;
+Added: • the minimum interest coverage ratio of 3.50 was waived for the quarter ended December 31, 2024 and was reduced to 2.00 for the quarters ended March 31 and June 30, 2025, and 2.50 and 3.50 for the quarter ended September 30, 2025 and December 31, 2025, respectively;
+Added: • the Company’s aggregate amount of cash and cash equivalents (as defined) cannot exceed $70.0 million;
+Added: • the sale of significant assets (as defined) will require repayment in the amount of any net cash proceeds received and result in the reduction of the Credit Facility commitment, at the lesser of $100.0 million or the net cash proceeds;
+Added: • there were certain restrictions on Restricted Payments (as defined);
+Added: • a Permitted Acquisition (as defined) could not be consummated unless otherwise approved in writing by the required lenders.
+Added: Amendment No.
+Added: 1 added an additional level to the leverage ratio based pricing grid, through maturity, when the leverage ratio is greater than 3.50.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
7 unchanged sentences
We will satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any material amendment to our code of ethics, and any waiver from a provision of our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, by posting such information on our website at the internet website address set forth above.
+Added: We have an Insider Trading and Pre-Clearance Policy governing the purchase, sale and other dispositions of the Company's securities that applies to all personnel of the Company, including directors, officers and employees and other covered persons.
+Added: We believe that our Insider Trading and Pre-Clearance policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.
+Added: A copy of our insider trading policy is filed as Exhibit 19.1.
Executive Compensation.
6 unchanged sentences
In May 2018, we adopted the 2018 Amended and Restated Director’s Restricted Shares Plan.
−Removed: In May 2022, we adopted the 2018 Amended and Restated Director’s Restricted Shares Plan, as amended, to increase the number of shares available for issuance under the plan.
+Added: In May 2022, we adopted the 2018 Amended and Restated Director’s Restricted Shares Plan, Amendment No.
+Added: 1, to increase the number of shares available for issuance under this plan.
+Added: In May 2024, we adopted the 2018 Amended and Restated Director's Restricted Shares Plan, Amendment No.
+Added: 2, to increase the number of shares available for issuance under the plan.
Our shareholders approved each plan.
18 unchanged sentences
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022
−Removed: Consolidated Statements of Comprehensive Income ( Loss ) for the Years Ended December 31, 202 3 , 202 2 and 202 1
+Added: Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
27 unchanged sentences
2018 Amended and Restated Directors’ Restricted Shares Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 19, 2022)*.
+Added: 10.9 Amendment No.
+Added: 2 to the Stoneridge, Inc.
+Added: 2018 Amended and Restated Directors' Restricted Shares Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 16, 2024)*.
10.10 Amended and Restated Officers’ and Key Employees’ Severance Plan of Stoneridge, Inc.
2 unchanged sentences
10.12 Fourth Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 7, 2019).
+Added: Number Exhibit
10.13 Waiver and Amendment No.
2 unchanged sentences
2 to the Fourth Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
−Removed: Number Exhibit
10.15 Amendment No.
3 unchanged sentences
10.17 Fifth Amended and Restated Credit Agreement, dated November 2, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 2, 2023).
−Removed: 10.17 Consulting Services Agreement, dated January 30, 2023, by and between Stoneridge, Inc.
−Removed: and Jonathan DeGaynor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 31, 2023) * .
10.18 Form of Stoneridge, Inc.
7 unchanged sentences
10.23 Form of 2023 Phantom Share Grant Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 22, 2023)*.
+Added: 10.24 Exit Agreement, dated April 30, 2024, between the Company and Peter Österberg (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024)*.
+Added: 10.25 Employment Contract, dated August 31, 2024, between the Company and Natalia Noblet (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024)*.
+Added: 19.1 Stoneridge Inc.
+Added: Insider Trading and Pre-Clearance Policy, filed herewith.
21.1 Principal Subsidiaries and Affiliates of the Company, filed herewith.
2 unchanged sentences
31.2 Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
+Added: Number Exhibit
32.1 Chief Executive Officer certification pursuant to 18 U.S.C.
3 unchanged sentences
97.1 Stoneridge, Inc.
−Removed: Compensation Recovery Policy, filed herewith.
−Removed: Number Exhibit
+Added: Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 202 3).
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
45 unchanged sentences
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.