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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-03 · 27 added, 39 removed, 180 unchanged (27% of the section changed)

43 unchanged sentences

During the three months ended December 31, 2025, 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.

Credit Facility Amendment

On February 26, 2025, the Company entered into Amendment No.

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.

Amendment No.

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).

During the Covenant Relief Period:

• 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;

• 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;

• the Company’s aggregate amount of cash and cash equivalents (as defined) cannot exceed $70.0 million;

• 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;

• there were certain restrictions on Restricted Payments (as defined);

• a Permitted Acquisition (as defined) could not be consummated unless otherwise approved in writing by the required lenders.

Amendment No.

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.

15 unchanged sentences

In May 2010, we adopted an Amended Directors’ Restricted Share Plan and an Amended and Restated Long-Term Incentive Plan, as amended.

In May 2013, we adopted an Amended Directors’ Restricted Shares Plan and an Amended and Restated Long-Term Incentive Plan, as amended, to increase the number of shares available for issuance under the plans.

In May 2016, we adopted the 2016 Long-Term Incentive Plan.

4 unchanged sentences

2, to increase the number of shares available for issuance under the plan.

In May 2025, we adopted the 2025 Long-Term Incentive Plan.

Our shareholders approved each plan.

26 unchanged sentences

Number Exhibit

2.1 Stock Purchase Agreement, dated as of January 30, 2026, by and among Stoneridge, Inc., Stoneridge Electronics, Inc., and Control Devices Acquisition, LLC (incorporated by reference to Exhibit 2 .1 to the C ompany's Current Report on Form 8-K filed on February 2, 202 6).

3.1 Second Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022).

9 unchanged sentences

Long-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009)*.

10.4 Stoneridge, Inc.

2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on May 12, 2016)*.

10.4 First Amendment to the Stoneridge, Inc.

2 unchanged sentences

Annual Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 12, 2021)*.

10.7 Stoneridge, Inc.

2018 Amended and Restated Directors' Restricted Shares Plan (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on May 16, 2018)*.

10.6 Amendment No.

1 unchanged sentence

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)*.

10.9 Amendment No.

2 to the Stoneridge, Inc.

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)*.

10.7 Amended and Restated Officers’ and Key Employees’ Severance Plan of Stoneridge, Inc.

1 unchanged sentence

10.8 Form of Change in Control Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)*.

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).

Number Exhibit

10.13 Waiver and Amendment No.

1 to the 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 July 1, 2020).

10.14 Amendment No.

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).

10.15 Amendment No.

3 to the Fourth Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

10.16 Amendment No.

4 to the Fourth Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022).

10.9 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).

10.10 Form of Stoneridge, Inc.

Directors’ Restricted Shares Plan 2023 Grant Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)*.

Directors' Restricted Shares Plan 2025 Grant Agreement, filed herewith*.

10.11 Form of Stoneridge, Inc.

Long-Term Incentive Plan 2023 Performance Shares Grant Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)*.

Number Exhibit

10.12 Form of Stoneridge, Inc.

3 unchanged sentences

10.15 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)*.

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)*.

10.16 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)*.

10.17 Amendment No.

1 to Fifth Amended and Restated Credit Agreement and Waiver (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly R eport on Form 10-Q for the quarter ended March 31, 202 5 ).

10.18 Amendment No.

2 to the Fifth Amended and Restated Credit Agreement and Consent Agreement, dated November 5, 2025 (Incorporated by referen ce to Exhibit 10.1 to the Com pany's Current Report on Form 8-K filed on No vember 5, 2025).

10.19 Amendment No.

3 to the Fifth Amended and Restated Cre dit Agreement , dated March 6 , 2026 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 11, 2026).

10.20 Mexico Manufacturing Agreement, dated as of January 30, 2026, by and between Stoneridge Electronics, Inc., and Stoneridge Control Devices, Inc.

(incorporated by reference to Exhibit 10 .1 to the Company's Current Report on Form 8-K filed on February 2, 2026).

10.21 China Manufacturing Agreement, dated as of January 30, 2026, by and between Stoneridge Electronics AS and Stoneridge Asia Pacific Electronics (Suzhou) Co.

(incorporated by reference to Exhibit 10.

2 to the Company's Current Report on Form 8-K filed on February 2, 2026).

10.22 The Stoneridge, Inc.

2025 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement under the Securities Act of 1933 on Form S-8 filed on May 13, 2025)*.

10.23 Change in Control Agreement, dated August 13, 2025, by and between Stoneridge, Inc.

and Rajaey Kased, (incorporate d by reference to Exhibit 10.1 to the Company's Quarterly R epo rt on Form 10-Q for the quarter ended Sep tember 30, 202 5 )* .

10.24 Transaction Bonus Letter, dated August 13, 2025, by and between Stoneridge, Inc.

and Rajaey Kased (incorporate d by reference to Exhibit 10.2 to the Company's Quarterly R eport on F orm 10 -Q for the quarter ended September 30, 202 5 )* .

10.25 Separation Agreement, dated January 29, 2025, by and between Stoneridge, Inc.

and Salvatore Orsini, (incorporate d by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 1 0- Q for t he quarter ended September 30, 202 5 )* .

10.26 Cooperation Agreement (incorporate d by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 26, 2026) .

19.1 Stoneridge Inc.

Insider Trading and Pre-Clearance Policy, filed herewith.

Insider Trading and Pre-Clearance Policy (incorporated by reference to Exhibit 19.1 to the Company 's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

Number Exhibit

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.

Number Exhibit

32.1 Chief Executive Officer certification pursuant to 18 U.S.C.

43 unchanged sentences

March 16, 2026

/s/ GEORGE S.

March 3, 2025

/s/ CARSTEN J.

2 unchanged sentences

March 16, 2026

March 3, 2025

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