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Item 7. Management’s Discussion and Analysis

2026-03-16 compared with 2025-03-03 · 200 added, 129 removed, 230 unchanged (59% of the section changed)

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We are a global supplier of safe and efficient electronics systems and technologies.

Our systems and products power vehicle intelligence, while enabling safety and security for global commercial, automotive, off-highway and agricultural vehicle markets.

Our systems and products power vehicle intelligence, while enabling safety and security for global commercial, off-highway and agricultural vehicle markets.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes related thereto and other financial information included elsewhere herein.

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This segment includes results of operations that design and manufacture vehicle tracking devices and monitoring services, driver information systems, vehicle security alarms and convenience accessories, telematics solutions and multimedia devices.

During 2024, we were adversely affected by lower volumes from lower customer demand in most of our served markets, which was offset by sales in our Electronics segment related to the launches of a European OEM MirrorEye program and out next generation tachograph.

Lower sales levels adversely affected gross margin contribution, however we were able to mitigate a portion of the adverse impact through material cost improvement and structural cost reduction actions.

We have continued to optimize our engineering footprint to enhance capabilities and capacity for the most efficient return on our engineering spend.

Further we significantly increased cash provided by operating activities by reducing working capital levels, specifically lowering inventory.

The Company had net loss of $16.5 million, or $(0.60) per diluted share, for the year ended December 31, 2024.

Net loss in 2024 increased by $11.3 million, or $(0.41) per diluted share, from $5.2 million, or $(0.19) per diluted share, for the year ended December 31, 2023 primarily due to lower contribution from lower sales levels and higher interest expense offset by other income from favorable foreign exchange fluctuations and lower business realignment costs.

In 2024, our net sales decreased by $67.5 million, or 6.9%, while our operating income decreased $13.2 million.

Our Control Devices segment net sales decreased by 14.5% primarily as a result of decreases in our North American automotive market, including the impact of expected end of life production for certain programs as well as decreases in our China commercial vehicle market.

These decreases were offset by increases in our off-highway, North American commercial vehicle and China automotive markets.

Segment gross margin decreased due to lower contribution from lower sales, however, gross margin as a percentage of sales remained consistent with the prior year.

Segment operating income decreased from lower contribution from lower sales levels and higher selling, general and administrative expenses ("SG&A") due to a 2023 gain on sale of fixed assets offset by lower D&D from higher customer reimbursements.

Our Electronics segment net sales decreased by 1.8% primarily due to the 2023 impact of lower customer recoveries of required electronic component spot buy purchases, a reduction in retroactive price increases, and lower sales in our agricultural, North American commercial vehicle and European off-highway vehicle markets from lower customer demand.

Offsetting these decreases were higher sales volumes in our European commercial vehicle market, including sales related to the launches of a European OEM MirrorEye program and our next generation tachograph as well as our China commercial vehicle and North American off-highway vehicle markets.

Segment gross margin as a percent of sales slightly improved due to material cost improvement actions and lower required electronic component spot buy purchases being offset by an increase in overhead costs including higher warranty related expense.

Operating income for the segment de creased due to higher D&D as reduced product launch activity resulted in customer reimbursements decreasing more than spending.

Our Stoneridge Brazil segment net sales decreased by 13.2% primarily as a result of unfavorable foreign currency translation and lower sales of our OEM products and monitoring service fees and tracking devices.

Segment gross margin de creased due to lower contribution from lower sales and adverse sales mix.

Operating income de creased due lower sales and lower gross margin offset by lower SG&A because of a reduction in incentive compensation.

In 2024, SG&A expenses increased slightly compared to 2023 primarily due to higher self-insured medical costs, wages and legal fees as well as a 2023 gain on the sale of fixed assets being offset by lower business realignment costs and incentive compensation benefits as a result of Company performance.

D&D costs increased in 2024 because of lower launch activities and a shift to platform development resulting in lower customer reimbursements and capitalization of software development costs that were offset by lower consulting spend compared to 2023 for our Electronics and Control Devices segments.

In addition, higher business realignment costs were incurred in our Electronics segment.

During 2025, we were adversely affected by lower production volumes at our customers from lower demand in most of our served markets, which was partially offset by sales in our Electronics segment related to MirrorEye, including the ramp up of a previously launched European OEM program at the end of 2024 and two additional OEM program launches in North America that launched in 2025.

Lower sales levels adversely affected gross margin contribution offset by direct material cost improvement and lower quality related costs relative to 2024.

We incurred non-recurring expense for the recognition of a valuation allowance for U.S.

federal deferred tax assets and the impairment of fixed assets in our Control Devices segment.

We significantly increased cash provided by operating activities by reducing working capital levels, specifically lowering inventory through targeted actions and alignment with current production levels.

The Company had a net loss of $102.8 million, or $(3.70) per diluted share, for the year ended December 31, 2025.

Net loss in 2025 increased by $86.3 million, or $(3.10) per diluted share, from $16.5 million, or $(0.60) per diluted share, for the year ended December 31, 2024 primarily due to lower contribution from lower sales levels, the impairment of fixed assets in our Control Devices segment, SG&A costs related to the Control Devices strategic alternatives, higher business realignment costs, unfavorable foreign exchange fluctuations and the recognition of a valuation allowance for U.S.

federal deferred tax assets.

In 2025, our net sales decreased by $47.0 million, or 5.2%, while our operating loss increased to $38.6 million.

Our Control Devices segment net sales decreased by 6.2% primarily because of decreases in our North American automotive market, including the impact of expected end of life production for certain programs as well as decreases in our China automotive market.

Segment gross margin decreased due to lower contribution from lower sales and higher business realignment costs.

Segment operating income decreased from lower contribution from lower sales levels and the impairment of fixed assets offset by lower D&D from lower wage and fringe spending.

Our Electronics segment net sales decreased by 7.0% primarily due to lower customer production volumes in our North American and European commercial vehicle markets partially mitigated by higher MirrorEye product sales, including the continued ramp-up of recently launched OEM programs in both Europe and North America, improved customer take rates and higher bus end market sales.

We also experienced lower sales volumes in our North American off-highway vehicle market.

Also offsetting these decreases were higher sales volumes in our European off-highway vehicle market.

Segment gross margin as a percent of sales decreased due to lower sales and higher overhead spending, including higher tariffs and business realignment costs offset by direct material cost improvement and lower quality-related costs.

Operating income for the segment de creased due to lower contribution from lower sales levels offset by lower D&D spending and lower SG&A from a non-recurring royalty liability adjustment.

Our Stoneridge Brazil segment net sales increased by 21.6% primarily as a result of higher sales of our OEM products partially offset by lower original equipment services sales and unfavorable foreign currency translation.

Segment gross margin as a percent of sales de creased due to unfavorable sales mix impact of higher OEM product sales offset by higher contribution from higher sales levels.

Operating income in creased due to higher contribution from higher OEM product sales.

In 2025, SG&A expenses increased compared to 2024 primarily due to higher professional services for Control Devices strategic alternatives, business realignment costs, incentive compensation and wages which were partially offset by a non-recurring royalty liability adjustment.

D&D costs decreased in 2025 because of lower spending for wage and fringe and professional services offset by higher business realignments costs.

At December 31, 2025 and 2024, we had cash and cash equivalents of $66.3 million and $71.8 million, respectively.

At December 31, 2024 and 2023 , we had $201.6 million and $189.3 million , respectively, in borrowings outstanding on the Credit Facility.

The 2024 increase in cash and cash equivalents was due to reductions in working capital, specifically lower inventory and a higher outstanding balance on our Credit Facility.

The Company believes that focusing on products that address industry megatrends has had and will continue to have a positive effect on both our top-line growth and financial performance.

For example, we continue to develop safety, vehicle intelligence and connectivity based products, such as our OEM MirrorEye programs in North America and Europe as well as our next generation tachograph in Europe.

Global inflation has increased significantly since 2021.

At December 31, 2025 and 2024 , we had Credit Facility borrowings of $180.9 million and $201.6 million , respectively.

The 2025 decrease in cash and cash equivalents was mostly caused by repayments of Credit Facility borrowings from the repatriation of cash and cash equivalents at foreign locations.

Stoneridge's remaining portfolio, subsequent to the disposal of the Control Devices business, will be focused on technology solutions primarily for the global commercial vehicle and off-highway end markets.

More specifically, Stoneridge will serve three primary product categories:

Vision and Safety, Connectivity, and Vehicle Intelligence and Electronic Controls, each with their own significant growth opportunities.

We expect continued expansion of our Vision and Safety systems, including MirrorEye® and adjacent products and advanced technologies, through maturity of our existing products and the introduction of new products to the market, including our connected trailer and surround-view capabilities.

As we continue to invest in these capabilities, we have generated a robust technology roadmap that will both enhance and expand on our existing products and bring new products and technologies to the market.

We expect this to drive growth that significantly outpaces our weighted average end markets resulting in shareholder value creation.

Global inflation rates have significantly fluctuated since 2021 as a result of pandemic related supply chain disruptions.

Beginning in 2024, inflation rates began to moderate as supply chains normalized but remain elevated compared to historical levels.

As a result, rising costs of materials, labor and other inputs used to manufacture and sell our products have impacted our financial performance.

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We expect these actions will benefit our future financial performance.

The tariffs on Mexico and China proposed on February 1, 2025 by the U.S.

government, should they be implemented and sustained for an extended period of time, could have a significant adverse effect on the Company.

Should the tariffs be implemented, we would implement mitigation actions to reduce the impact of tariffs including but not limited to passing any incremental costs to our customers.

Based on IHS Market production forecasts, the North American automotive market is expected to slightly decrease from approximately 15.4 million units in 2024 to 15.1 million units in 2025.

We expect our Control Devices segment revenues to decrease as a result of the expected reduction in North American production volumes and the impact of end of life programs.

In our Control Devices segment, we remain focused on drivetrain agnostic technologies to drive new business awards as the market continues to evolve.

This strategy is highlighted by our recent new business award for a leak detection module product which provides further global opportunities primarily for hybrid vehicle applications, a market that we expect to continue to grow, and is also applicable to traditional powertrain vehicles.

We continue to focus on material cost reduction and improved manufacturing performance in order to stabilize margin performance.

Based on IHS Market production forecasts, in 2025 the European commercial vehicle end market volumes are forecasted to increase 3.9% and North American commercial vehicle end market volumes are forecasted to decrease 3.3%.

Over the long-term, we expect our Electronics’ segment sales to continue to outperform forecasted changes in production volumes due to strong demand for our existing products including our OEM MirrorEye programs in North America and Europe as well as our next generation tachograph in Europe.

In February 2026, the U.S.

government imposed or threatened to impose new tariffs on imported products in addition to those imposed during 2025, from countries including China and Mexico.

Should these existing tariffs, or any other proposed tariffs, be implemented and sustained for an extended period of time, there could be a significant adverse effect on the Company.

We have and would continue to implement mitigation actions to reduce the impact of tariffs including but not limited to passing any incremental costs to our customers.

Based on IHS Market production forecasts, in 2026 the European and North American commercial vehicle end market volumes are forecasted to increase 6.0% and 9.8%, respectively.

In addition, over the long-term we expect revenue growth and margin contribution from our off-highway products.

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We continue to invest in the development of advanced system capabilities that are complementary to our driver information solutions and vision systems such as integrated driver assistance technologies and an intelligent connected trailer system.

In 2025, we expect net D&D spend to slightly increase driven by spend for the development of next generation products as opposed to new product launch related spend.

As a result of reduced launch activities, we expect lower customer reimbursements and capitalization of software development costs.

We continue to evaluate and optimize our engineering footprint to enhance capabilities and capacity for the most efficient return on our engineering spend.

For example, we expect to utilize our Stoneridge Brazil engineering resources to support Electronics segment projects.

In October 2024, the International Monetary Fund forecasted the Brazil gross domestic product to grow 2.2% in 2025, a decline from forecasted growth of 3.0% in 2024.

We expect our served market channels to remain relatively stable in 2024 based on current market and economic conditions, however our sales of in region OEM products have been lower than expected due to lower customer demand and program delays.

In October 2025, the International Monetary Fund forecasted the Brazil gross domestic product to grow 1.6% in 2026.

We expect our served market channels to remain relatively stable in 2026 based on current market and economic conditions;

however our sales of in-region OEM products are expected to increase in the second half of 2026 due to the launch of an awarded infotainment product.

Stoneridge Brazil will focus on continuing to grow our OEM capabilities in-region to better support our global customers.

This focus will provide opportunities for future growth and provide a platform to continue to rotate our local portfolio to more closely align with our global business.

In 2026, we expect net D&D spend to increase driven by spend for quality improvement and the development of next generation products.

We continue to evaluate and optimize our engineering footprint to enhance capabilities and capacity for the most efficient return on our engineering spend including utilizing our Stoneridge Brazil engineering and dedicated engineering partners in India to support Electronics segment projects.

While we expect continued challenges across our end markets in 2026, we continue to focus on operating performance and enterprise-wide cost reduction.

We remain focused on improving cash generation and the reduction of debt through efficient operating performance and targeted actions to reduce our inventory levels.

We remain focused on improving cash generation and the reduction of debt through efficient operating performance, structural cost savings and targeted actions to reduce our inventory levels.

Our future effective tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles and our jurisdictional mix of earnings.

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dollars and, therefore, movements in foreign currency exchange rates can also have a significant effect on our results of operations.

Dollar strengthened against the Argentine peso, Brazilian real, Mexican peso and Swedish krona in 2024 and the Chinese yuan and Argentine peso in 2023, unfavorably impacting our reported results.

Dollar weakened against the Brazilian real, Chinese renminbi, euro, Mexican peso and Swedish krona in 2025 unfavorably impacting our reported results.

In 2024, the U.S dollar strengthened against the Brazilian real, Chinese renminbi and Swedish krona and weakened against the euro and Mexican peso which had a net favorable impact to our reported results.

In December 2018, the Company entered into an agreement to make a $10.0 million investment in a fund (“Autotech Fund II”) managed by Autotech Ventures (“Autotech”), a venture capital firm focused on ground transportation technology.

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Business realignment costs of $6.4 million and $2.6 million were incurred during the years ended December 31, 2025 and 2024, respectively.

Realignment expense for 2025 was related to operational efficiency initiatives at our Juarez facility, which we expect will result in cost savings for direct and indirect labor and a more efficient overall operating structure .

Realignment expense for the year ended December 31, 2024 was primarily related to the optimization of our engineering footprint and executive separation costs.

We expect to incur business realignment costs in 2025 related operations at our Juarez facility, which we expect will result in cost savings for direct and indirect labor and a more efficient overall operating structure.

We may incur additional realignment costs in the future.

Because of the competitive nature of the markets we serve, we face pricing pressures from our customers in the ordinary course of business.

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Selling, general and administrative 125,605 14.6 117,460 12.9 8,145

Impairment of Control Devices assets 21,628 2.5 — — 21,628

Design and development 62,527 7.3 72,174 7.9 (9,647)

Operating (loss) income (381) — 12,836 1.3 (13,217)

Operating loss (38,606) (4.5) (381) — (38,225)

Interest expense, net 13,578 1.6 14,447 1.6 (869)

Equity in loss of investee 1,292 0.1 522 0.1 770

Other (income) expense, net (2,523) (0.3) 1,236 0.1 (3,759)

Equity in (earnings) loss of investee (340) — 1,292 0.1 (1,632)

Other expense (income), net 3,608 0.4 (2,523) (0.3) 6,131

Loss before income taxes (55,452) (6.4) (13,597) (1.5) (41,855)

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Year ended December 31, 2025 2024 Dollar

decrease Percent

increase (decrease) Percent

increase (decrease)

Control Devices $ 274,500 31.9 % $ 292,606 32.2 % $ (18,106) (6.2) %

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Total net sales $ 861,263 100.0 % $ 908,295 100.0 % $ (47,032) (5.2) %

Our Control Devices segment net sales decreased $49.5 million primarily as a result of decreases in our North American automotive market of $52.9 million, including the impact of expected end of life production for certain programs as well as decreases in our China commercial vehicle market of $5.3 million.

These decreases were offset by increases in our off-highway, North American commercial vehicle and China automotive markets of $3.7 million, $2.6 million and $2.3 million, respectively, as well as the favorable impact of negotiated price increases of $0.9 million.

In addition, 2024 net sales were impacted by unfavorable foreign currency translation of $0.7 million compared to 2023.

Our Electronics segment net sales decreased $10.5 million primarily due to the 2023 impact of lower customer recoveries of required electronic component spot buy purchases of $14.4 million, a reduction in retroactive price increases of $2.3 million, and lower sales volumes in our agricultural, North American commercial vehicle and European off-highway vehicle markets of $1.8 million, $1.4 million and $1.3 million, respectively.

Offsetting these decreases were higher sales volumes in our European commercial vehicle market of $6.2 million, including sales related to the launches of a European OEM MirrorEye program and our next generation tachograph and higher sales in our North American off-highway and China commercial vehicle markets of $2.0 million and $1.3 million, respectively.

In addition, 2024 net sales were favorably impacted by foreign currency translation of $1.4 million compared to 2023.

Our Stoneridge Brazil segment net sales decreased $7.6 million primarily as a result of unfavorable foreign currency translation of $3.8 million and lower sales of our OEM products and monitoring service fees and tracking devices.

Our Control Devices segment net sales decreased $18.1 million because of decreases in our North American automotive market of $11.8 million including the impact of end-of-life production for an actuator product as well as decreases in our China automotive and off-highway markets of $3.3 million and $2.5 million, respectively.

Our Electronics segment net sales decreased $39.6 million because of production volume decreases at our customers which resulted in sales decreases in our North American and European commercial vehicle markets of $39.0 million and $22.2 million, respectively, partially mitigated by higher MirrorEye sales, including the ramp-up of a previously launched European OEM program and two additional OEM program launches in North America, and higher aftermarket sales for our next generation tachograph.

We also experienced lower sales volumes in our North American off-highway vehicle market of $3.2 million.

These decreases were partially offset by an increase in our European off-highway market of $4.6 million.

Net sales in 2025 were favorably impacted by euro and Swedish krona foreign currency translation of $20.7 million compared to the prior year.

Our Stoneridge Brazil segment net sales increased $10.7 million because of higher OEM product sales of $13.1 million partially offset by lower original equipment services sales of $1.0 million and unfavorable foreign currency translation of $1.5 million.

Net sales by geographic location are summarized in the following table (in thousands):

Year ended December 31, 2025 2024 Dollar

decrease Percent

increase / (decrease) Percent

increase / (decrease)

North America $ 392,298 45.5 % $ 447,142 49.2 % $ (54,844) (12.3) %

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Total net sales $ 861,263 100.0 % $ 908,295 100.0 % $ (47,032) (5.2) %

The decrease in North American net sales was mostly attributable to decreases in sales volume and the impact of expected end of life production for certain programs in our automotive market of $53.0 million as well as the 2023 impact of required electronic component spot buy purchases of $2.7 million.

These decreases were offset by higher sales volume in our North American off-highway and commercial vehicle markets of $5.4 million and $1.2 million, respectively.

The decrease in net sales in South America was primarily as a result of unfavorable foreign currency translation of $3.8 million and lower sales of our OEM products and monitoring service fees and tracking devices.

The decrease in net sales in Europe and Other was primarily due to the 2023 impact of lower customer recoveries of required electronic component spot buys of $11.7 million, and a reduction in retroactive price increases of $2.2 million and lower sales in our China commercial vehicle, European agricultural and European off-highway markets of $4.0 million, $1.4 million and $1.3 million, respectively.

2024 net sales were favorably impacted by foreign currency translation of $0.7 million compared to 2023.

The decrease in our North American net sales was mostly attributable to production volume decreases at our customers which resulted in sales decreases in our commercial vehicle, automotive and off-highway markets of $37.5 million, $11.8 million and $5.6 million, respectively.

The decrease in our North American automotive market volumes were also adversely impacted by end-of-life production of an actuator product.

The increase in net sales in South America was because of higher OEM product sales of $13.1 million partially offset by lower original equipment services sales of $1.0 million and unfavorable foreign currency translation of $1.5 million.

The decrease in net sales in Europe and Other was primarily due to decreases in our European commercial vehicle and China automotive markets of $22.2 million and $3.3 million, respectively, offset by increases in production volumes at our customers, which resulted in sales increases in our European off-highway and China commercial vehicle markets of $4.6 million and $0.9 million, respectively.

Net sales were also favorably impacted by foreign currency translation of $20.7 million.

Cost of Goods Sold and Gross Margin.

Cost of goods sold decreased compared to 2023 and our gross margin increased to 20.8% in 2024 compared to 20.6% in 2023.

Our material cost as a percentage of net sales de creased by 1.8% t o 57.6% in 2024 compared to 59.4% in 2023.

The decrease in the material cost percentage was partially due to the impact of 2023 required electronic component spot buy purchases, reimbursed by customers.

The impact of these spot buy purchases increased cost of goods sold by $14.6 million, or 1.5% of net sales during 2023 which reduced gross margin percent by 0.3 % in 2023.

Other factors contributing to the reduction the material cost percentage were material cost improvement actions.

Cost of goods sold decreased compared to 2024 and our gross margin decreased to 19.9% in 2025 compared to 20.8% in 2024.

Our material cost as a percentage of net sales decreased by 0.8% t o 56.8% in 2025 compared to 57.6% in 2024.

The decrease in material cost percentage was due to lower material costs from favorable foreign exchange and purchase related variances .

Overhead as a percentage of net sales was 18.5 % and 17.0% for 2025 and 2024, respectively.

The increase in overhead as a percentage of sales was attributable to higher overhead spending including higher warranty related expense and amortization for capitalized software development costs as well as adverse leverage from lower sales levels.

Our Control Devices segment gross margin decreased from lower contribution from lower sales levels.

Our Electronics segment gross margin slightly improved due to material cost improvement actions and lower required electronic component spot buy purchases being offset by an increase in overhead costs including higher warranty related expense.

Our Stoneridge Brazil segment gross margin decreased because of lower contribution from lower sales levels and adverse sales mix.

The increase in overhead as a percentage of sales was attributable to unfavorable fixed cost leverage from lower sales levels, higher tariffs, which were partially reimbursed by customers and recognized in net sales, and higher business realignment costs of $1.8 million.

Our Control Devices segment gross margin decreased primarily because of lower contribution from lower sales and higher business realignment costs of $0.2 million.

Our Electronics segment gross margin decreased because of lower contribution from lower sales and higher overhead spending, including higher tariffs and higher business realignment costs of $1.6 million.

These increases were partially offset by reduced material costs and reduced quality related costs.

Our Stoneridge Brazil segment gross margin as a percent of sales decreased due to the unfavorable sales mix impact of higher OEM product sales offset by higher contribution from higher sales levels.

Selling, General and Administrative.

SG&A expenses increased by $0.1 million compared to 2023 due to higher self-insured medical costs, wages and legal fees as well as a 2023 gain on the sale of fixed assets being offset by lower business realignment costs and incentive compensation benefits due to Company performance.

SG&A expenses increased by $8.1 million compared to 2024 because of higher professional services for Control Devices strategic alternatives, business realignment costs, incentive compensation and wages which were partially offset by a non-recurring royalty liability adjustment.

Design and Development.

D&D costs increased by $1.1 million because of a reduction in launch activities and a shift in platform development resulting in lower customer reimbursements and capitalization of software development costs that were offset by lower consulting spending compared to 2023 for our Electronics and Control Devices segments.

In addition, higher business realignment costs were incurred in our Electronics segment.

Operating (Loss) Income.

D&D costs decreased by $9.6 million from lower spending in our Control Devices and Electronics segments.

Our Control Devices segment decrease was due to lower wage and fringe spending while the decrease in our Electronics segment was caused by lower spending on wages, fringe and professional services offset by higher business realignment costs.

Operating Loss.

Operating (loss) income is summarized in the following table by reportable segment (in thousands):

Year ended December 31, 2025 2024 Dollar

decrease Percent

increase /(decrease) Percent

increase / (decrease)

Control Devices $ (17,927) $ 6,178 $ (24,105) (390.2) %

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Unallocated corporate (40,572) (33,102) (7,470) (22.6) %

Operating (loss) income $ (381) $ 12,836 $ (13,217) (103.0) %

Our Control Devices segment operating income decreased primarily as a result of lower contribution from lower sales levels and higher SG&A due to a 2023 gain on sale of fixed assets offset by lower D&D spending.

Our Electronics segment operating income decreased primarily due to higher D&D as reduced product launch activity resulted in customer reimbursements decreasing more than spending.

Our Stoneridge Brazil segment operating income decreased primarily as a result of lower contribution from lower sales levels and adverse sales mix offset by lower SG&A because of a reduction in incentive compensation due to Company performance.

Our unallocated corporate operating loss increased due to higher self-insured medical costs and wages offset by lower incentive compensation due to Company performance and business realignment costs.

Operating loss $ (38,606) $ (381) $ (38,225) (10032.8) %

Our Control Devices segment operating income decreased because of lower contribution from lower sales levels, the impairment of fixed assets, higher business realignment costs of $0.5 million and a non-recurring commercial settlement gain recognized in 2024 offset by lower D&D spending.

Our Electronics segment operating income decreased primarily because of lower contribution from lower sales levels and higher tariffs and higher business realignment costs of $1.4 million offset by lower D&D spending and lower SG&A from a non-recurring royalty liability adjustment.

Our Stoneridge Brazil segment operating income increased due to higher contribution from higher Stoneridge Brazil OEM product sale s.

Our unallocated corporate operating loss increased due to higher SG&A from higher professional services for Control Devices strategic alternatives and higher business realignment costs of $1.9 million.

Operating (loss) income by geographic location is summarized in the following table (in thousands):

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Europe and Other 29,309 27,068 2,241 8.3 %

Operating (loss) income $ (381) $ 12,836 $ (13,217) (103.0) %

Our North American operating loss increased primarily as a result of lower contribution from lower sales levels, higher overhead spending including warranty expense, higher self-insured medical costs, wages and a 2023 gain on disposal of fixed assets, offset by lower incentive compensation due to Company performance and lower business realignment costs.

Operating income in South America decreased because of lower contribution from lower sales levels.

Our operating results in Europe and Other increased primarily because of material cost actions and lower SG&A and D&D spending offset by lower contribution from lower sales levels.

Operating loss $ (38,606) $ (381) $ (38,225) (10032.8) %

Our North American operating loss increased due to lower contribution from lower sales levels and higher business realignment costs and higher SG&A spending for Control Devices offsetting lower D&D spending.

Operating income in South America increased due to higher Stoneridge Brazil OEM product sale s levels.

Our operating results in Europe and Other increased because of highe r contribution from higher sales levels and lower material costs including favorable foreign exchange related variances offset by higher D&D spending as a result of lower customer reimbursements.

Interest Expense, net.

Interest expense, net increased by $1.4 million compared to 2023.

The increase was the result of higher outstanding Credit Facility balances.

Equity in Loss of Investee.

Equity loss for Autotech Fund II was $1.3 million and $0.5 million for the years ended December 31, 2024 and 2023, respectively .

Other (Income) Expense, net .

We record certain foreign currency transaction (gains) losses as a component of other (income) expense, net on the consolidated statement of operations.

Other income, net of $2.5 million, increased by $3.8 million in 2024 compared to other expense, net of $1.2 million for 2023 due to the impact of favorable foreign currency movements in our Electronics and Stoneridge Brazil segments from strengthening of the U.S.

Interest expense, net decreased by $0.9 million compared to 2024.

The decrease was the result of lower outstanding Credit Facility borrowings and Credit Facility interest rates.

Equity in (Earnings) Loss of Investee.

Equity (earnings) loss for Autotech Fund II was $(0.3) million and $1.3 million for the years ended December 31, 2025 and 2024, respectively .

Other Expense (Income), net .

We record certain foreign currency transaction losses (gains) as a component of other expense (income), net on the consolidated statement of operations.

Other expense, net of $3.6 million, increased by $6.1 million in 2025 compared to other income, net of $2.5 million for 2024 due to the impact of unfavorable foreign currency movements in our Electronics and Control Devices segments from weakening of the U.S.

dollar especially against the euro and Swedish krona.

Provision for Income Taxes.

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taxes on foreign earnings, various tax credits and incentives and tax losses for which no benefit is recognized due to valuation allowances.

The OECD implemented a 15% global corporate minimum tax to ensure that large multinational enterprises pay a minimum level of tax in the countries they operate.

The Organization for Economic Cooperation and Development ("OECD") implemented a 15% global corporate minimum tax to ensure that large multinational enterprises pay a minimum level of tax in the countries they operate.

A number of countries have passed legislation enacting the OECD Pillar Two model rules as issued, in a modified form or not at all which is effective in 2024.

The OECD Pillar Two framework could have a material impact on our effective tax rate and cash tax payments depending on which countries enact the legislation and in what manner.

On January 5, 2026, the OECD issued new guidance introducing the “side ‑ by ‑ side” system as part of the Pillar Two Global Minimum Tax framework.

This approach is designed to align the Pillar Two rules with jurisdictions that already maintain their own minimum tax regimes.

Under the OECD’s guidance, the United States is treated as a qualifying jurisdiction, enabling U.S.-parented multinational enterprises (“MNEs”) to opt out of the global Pillar Two income inclusion rule and undertaxed profits rule beginning January 1, 2026.

The adoption of the side ‑ by ‑ side system provides greater clarity and reduces uncertainty regarding the Pillar Two Global Minimum Tax implications for U.S.-parented MNEs.

Although many countries have yet to enact Pillar Two legislation, the Company does not expect these developments to have a material impact on its consolidated financial statements.

In July 2025, the 2025 Budget Reconciliation Act or H.R.

1 (the "Act") was signed into law.

The Act includes a broad range of tax reform provisions, including extending and modifying various provisions of the Tax Cuts and Jobs Act and expanding certain incentives in the Inflation Reduction Act while accelerating the phase-out of other incentives.

The legislation has multiple effective dates, with certain provisions effective in 2025 and other provisions effective in 2026 and subsequent years.

The Act did not have a significant impact on the Company's 2025 consolidated financial statements.

Further, the Act is not expected to have a significant impact on the Company's 2026 consolidated financial statements, based on the guidance issued to date.

Liquidity and Capital Resources

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Net change in cash and cash equivalents $ (5,580) $ 30,991 $ (36,571)

Cash provided by operating activities increased compared to 2023 primarily due to a reduction in working capital levels.

Cash provided by receivables was favorable to 2023 as the result of lower sales levels while collection terms remained consistent.

Cash provided by inventory improved from the prior year due to the ramp up of product launches occurring in the second half of 2023 and first half of 2024, lower production levels and the impact of our inventory reduction actions.

Net cash used for investing activities decreased compared to the prior year due to lower capital expenditures and capitalized software development costs as well as the 2023 impact of cash proceeds from the sale of equipment.

Net cash provided by financing activities decreased compared to the prior year primarily due to a decrease in Credit Facility borrowings net of repayments.

Cash provided by operating activities decreased compared to 2024 because of a higher net loss which was partially offset by cash p rovided from lower working capital levels primarily inventory and accounts payable.

Cash used by receivables was unfavorable compared to 2024, however collection terms have remained consistent.

Net cash used for investing activities decreased compared to the prior year due to lower capitalized software development costs and capital expenditures.

Net cash used for financing activities increased compared to the prior year primarily due to an increase in Credit Facility repayments from the repatriation of cash held at foreign locations, net of borrowings.

Summary of Future Cash Flows

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$ 215,305 $ 17,382 $ 194,083 $ 3,491 $ 349

(A) Includes estimated payments under the Company’s Credit Facility and other debt obligations using the most current interest rate and principal balance information available at December 31, 2024, extended through the end of the term.

(A) Includes estimated payments under the Company’s Credit Facility using the most current interest rate and principal balance information available at December 31, 2025, extended through the end of the term.

(B) In December 2018, the Company entered into an agreement to make a $10.0 million investment in Autotech Fund II managed by Autotech, a venture capital firm focused on ground transportation technology.

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Management will continue to focus on efficiently managing its weighted-average cost of capital and believes that cash flows from operations and the availability of funds from our Credit Facility provide sufficient liquidity to meet our future growth and operating needs.

As outlined in Note 5 to our consolidated financial statements, the Credit Facility permits borrowing up to a maximum level of $275.0 million through November 2, 2026.

As outlined in Note 5 to our consolidated financial statements, as of December 31, 2025, the Credit Facility permitted borrowing up to a maximum level of $225.0 million.

On January 30, 2026, the Credit Facility borrowing capacity was reduced to a maximum level of $175.0 million as a result of the sale of the Control Devices business.

Effective March 6, 2026, Amendment No.

3 extended the maturity of the Credit Facility through July 1, 2027.

The Credit Facility contains certain financial covenants that require the Company to maintain less than a maximum leverage ratio and more than a minimum interest coverage ratio.

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1 added an additional level to the leverage ratio based pricing grid, through maturity, when the leverage ratio is greater than 3.50.

On November 5, 2025, the Company entered into Amendment No.

2 to the Fifth Amended and Restated Credit Agreement and Consent Agreement (“Amendment No.

Amendment No.

2 amends the Credit Facility and provides for certain covenant relief and restrictions through the Credit Facility's termination date of November 2, 2026.

Amendment No.

2 supersedes certain terms of the Credit Facility and Amendment No.

1 beginning November 5, 2025 and ending at the Credit Facility's termination date of November 2, 2026.

Amendment No.

2 amends certain Credit Facility terms and provides covenant relief as follows:

• borrowing capacity is reduced from $275.0 million to $225.0 million;

• the sale of the Control Devices business (as defined) is a permitted transaction and upon notice will result in the reduction of the Credit Facility commitment, at the lesser of $50.0 million or the net cash proceeds of this transaction;

• the current minimum interest coverage ratio of 2.5 was extended through the quarter ending March 31, 2026 and increased to 3.5 for the quarter ended June 30, 2026 and thereafter;

▪ if the Control Devices business sale is consummated, the minimum interest coverage ratio will increase to 3.5 as of the last day of the first full quarter ending after the sale and thereafter;

• the maximum leverage ratio of 4.5 for the quarter ended September 30, 2025 and 3.5 for the quarter ended December 31, 2025 and thereafter remains unchanged.

On January 30, 2026, as a result of the sale of the Control Devices business, the Credit Facility borrowing capacity was

reduced from $225.0 million to $175.0 million.

On March 6, 2026, the Company entered into Amendment No.

3 to the Fifth Amended and Restated Credit Agreement (“Amendment No.

Amendment No.

3 amends and restates the Credit Facility in its entirety beginning December 31, 2025 and ending at the Credit Facility's amended termination date of July 1, 2027.

Amendment No.

3 also provides for certain covenant relief and adjustments to terms and conditions as follows:

• expiration date of the Credit Facility is extended from November 2, 2026 to July 1, 2027;

• the current minimum interest coverage ratio of 2.50 will be reduced to 1.60 for the quarter ended March 31, 2026, 1.70 for the quarter ended June 30, 2026, 1.75 for the quarter ended September 30, 2026 and 2.50 for the quarter ended December 31, 2026 and thereafter;

• the maximum leverage ratio was increased to 3.75 for the quarter ended December 31, 2025, increases to 6.25 for the quarter ended March 31, 2026, 6.75 for the quarter ended June 30, 2026, 6.00 for the quarter ended September 30, 2026 and 4.00 for the quarter ended December 31, 2026 and thereafter;

• on December 31, 2026, the current borrowing capacity of $175.0 million will be reduced to the lesser of $157.5 million or the then current Credit Facility commitment;

• modifications to Consolidated EBITDA (as defined);

• modifications and additions to affirmative covenants.

As a result of Amendment No.

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The Company expects to make additional repayments on the Credit Facility when cash exceeds the amount needed for operations and to remain in compliance with all covenants.

As of December 31, 2025, the outstanding Credit Facility borrowings were originally scheduled to mature on November 2, 2026.

Because the contractual maturity was within twelve months of the balance sheet date, the obligation would typically be classified as a current liability.

However, on March 6, 2026, prior to the issuance of these financial statements, the Company entered into Amendment No.

3 which extended the maturity date of the facility to July 1, 2027.

In accordance with the guidance for the classification of short-term obligations expected to be refinanced, the Company has classified the $180,942 as long-term debt on the consolidated balance sheets as of December 31, 2025, as the Company demonstrated the intent and ability to refinance the obligation on a long-term basis.

The Company’s wholly-owned subsidiary located in Stockholm, Sweden, has an overdraft credit line which allows overdrafts on the subsidiary’s bank account up to a daily maximum level of 20.0 million Swedish krona, or $2.2 million and $1.8 million, at December 31, 2025 and 2024, respectively.

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The Stockholm subsidiary has pledged certain of its assets as collateral in order to obtain a guarantee of certain of the Stockholm subsidiary’s obligations to third parties.

The Company’s wholly-owned subsidiary located in Suzhou, China, had lines of credit that allowed up to a maximum borrowing level of 20.0 million Chinese yuan, or $2.7 million and $2.8 million, at December 31, 2024 and 2023, respectively.

At December 31, 2024 and 2023 there was $0.0 million and $2.1 million, respectively, in borrowings outstanding recorded within current portion of debt.

In addition, the Suzhou subsidiary had a bank acceptance draft line of credit that expired in October 2024 which facilitated the extension of trade payable payment terms by 180 days.

The bank acceptance draft line of credit allowed up to a maximum borrowing level of 60.0 million Chinese yuan, or $8.5 million at December 31, 2023.

There was $2.4 million utilized on the Suzhou bank acceptance draft line of credit at December 31, 2023 recorded on the consolidated balance sheet within accounts payable.

The Company’s wholly-owned subsidiary located in Suzhou, China, has lines of credit that allow up to a maximum borrowing level of 50.0 million Chinese yuan, or $7.2 million at December 31, 2025, and 20.0 million Chinese yuan, or $2.7 million, at December 31, 2024.

At December 31, 2025 and 2024 there were no borrowings outstanding on the Suzhou credit lines.

In addition, the Suzhou subsidiary has a bank acceptance draft line of credit facilitates the extension of trade payable payment terms by 180 days.

The bank acceptance draft line of credit allows up to a maximum borrowing level of 30.0 million Chinese yuan, or $4.3 million at December 31, 2025.

At December 31, 2025 there were no borrowings outstanding on the bank acceptance draft line of credit.

In December 2018, the Company entered into an agreement to make a $10.0 million investment in Autotech Fund II managed by Autotech.

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Our future results could also be adversely affected by unfavorable changes in foreign currency exchange rates.

We have significant foreign denominated transaction exposure in certain locations, especially in Brazil, Argentina, Mexico, Sweden, Estonia, the Netherlands, United Kingdom and China.

We have entered into foreign currency forward contracts to reduce our exposure related to certain foreign currency fluctuations.

We have significant foreign denominated transaction exposure in certain foreign currencies including the Argentinian peso, Brazilian real, Chinese renminbi, euro, Mexican peso, and Swedish krona.

We have historically entered into foreign currency forward contracts to reduce our exposure related to certain foreign currency fluctuations.

See Note 10 to the consolidated financial statements for additional details.

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See Note 11 to the consolidated financial statements for disclosures of the Company’s commitments and contingencies.

Our Control Devices and Electronics segments are moderately seasonal, impacted by mid-year and year-end shutdowns and the ramp-up of new model production at key customers.

Our Electronics segment is moderately seasonal, impacted by mid-year and year-end shutdowns and the ramp-up of new model production at key customers.

In addition, the demand for our Stoneridge Brazil segment consumer products is generally higher in the second half of the year.

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state and foreign net operating losses expire at various times or have indefinite expiration dates.

federal general business credits, if unused, begin to expire in 2025, and the state and foreign tax credits expire at various times.

federal general business credits, if unused, begin to expire in 2026, while the state and foreign tax credits expire at various times.

Accounting standards require that deferred tax assets be reduced by a valuation allowance if, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.

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The Company intends to maintain these allowances until it is more likely than not that the deferred tax assets will be realized.

The Company is significantly impacted by the Global Intangible Low-Taxed Income ("GILTI") tax provisions of the US tax code, and should those provisions change, it could have a material impact on our assessment of the realizability of general business credits in the US for which we currently believe are more likely than not to be realized based on the considerations noted above.

Risk factors include U.S.

and foreign economic conditions that affect the automotive and commercial vehicle markets of which the Company has significant operations.

and foreign economic conditions that affect the automotive and commercial vehicle markets in which the Company has significant operations.

As of December 31, 2025, we had a valuation allowance related to deferred tax assets of $44,324 in the United States and $15,630 in several international jurisdictions.

If operating results improve or decline in a particular jurisdiction, our decision regarding the need for a valuation allowance could change, resulting in either the initial recognition or reversal of a valuation allowance, which could have a significant impact on income tax expense in the period recognized and subsequent periods.

The Company has recognized deferred taxes related to the expected foreign currency impact upon repatriation from foreign subsidiaries not considered indefinitely reinvested.

Taxes of $5,869 related to China and Estonia have been accrued on undistributed earnings that are not indefinitely reinvested.

The Company has made an accounting policy election to reflect the impact of GILTI taxes, if any, as a current period tax expense when incurred.

Recently Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance in ASU 2020-04 provides temporary optional expedient and exceptions to the guidance in U.S.

GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”) (also known as the “reference rate reform”).

The guidance allows companies to elect not to apply certain modification accounting requirements to contracts affected by the reference rate reform, if certain criteria are met.

The guidance also allowed companies to elect various optional expedients which would allow them to continue to apply hedge accounting for hedging relationships affected by the reference rate reform, if certain criteria are met.

The new standard was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2023.

In February 2022, the Company amended its credit facility to incorporate hardwired mechanics to permit a future replacement of LIBOR as the interest reference rate without lender consent.

The Company has applied the guidance to impacted transactions during the transition period.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU No.

2023-07, "Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures", which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The updated standard is effective for annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026.

Early adoption is permitted.

We adopted this ASU retrospectively on December 31, 2024.

Refer to Note 13, Segment Reporting for the inclusion of the new required disclosures.

Recently Issued Accounting Standards Not Yet Adopted as of December 31, 2024

In December 2023, the FASB issued ASU No.

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however, retrospective application is permitted.

This ASU will modify the Company's financial statement disclosures but will not have a significant impact on its consolidated financial statements.

The adoption of this ASU resulted in incremental disclosures in the Company's financial statements.

Recently Issued Accounting Standards Not Yet Adopted as of December 31, 2025

In November 2024, the FASB issued ASU No.

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We are currently evaluating the impact on our annual consolidated financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets," which allows entities to use a simplified approach when estimating credit losses for current accounts receivable and contract assets arising from revenue transactions.

The standard update permits consideration of collections after the balance sheet date when estimating expected credit losses, and allows consideration of subsequent collections when estimating credit losses, reducing documentation burden.

The standard is effective for annual and interim periods within annual reporting periods beginning after December 15, 2025.