SEC Form 10-Q filed by Stoneridge Inc.

11/6/25 4:48:26 PM ET

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-13337

STONERIDGE, INC

(Exact name of registrant as specified in its charter)


Ohio						34-1598949
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

39675 MacKenzie Drive, Suite 400, Novi, Michigan						48377
(Address of principal executive offices)						(Zip Code)


			(248) 489-9300
			Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, without par value

SRI

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

xYes oNo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

xYes oNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o	Accelerated filer x	Non-accelerated filer o
Smaller reporting company o	Emerging growth company o

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). oYes xNo

The number of Common Shares, without par value, outstanding as of November 3, 2025 was 28,016,931.

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STONERIDGE, INC. AND SUBSIDIARIES

INDEX

Page

PART I–FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024

Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) for the Three and Ni ne Months Ended September 30, 2025 and 2024

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2025 and 2024

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024

Notes to Condensed Consolidated Financial Statements (Unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II–OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Forward-Looking Statements

Portions of this report on Form 10-Q contain “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this report and may include statements regarding the intent, belief or current expectations of the Company, with respect to, among other things, our (i) future product and facility expansion, (ii) acquisition strategy, (iii) investments and new product development, (iv) growth opportunities related to awarded business and (v) operational expectations. Forward-looking statements may be identified by the words “will,” “may,” “should,” "could," "would," “designed to,” “believes,” “plans,” “projects,” “intends,” “expects,” “estimates,” “anticipates,” “continue,” and similar words and expressions. The forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by these statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other factors:

•the ability of our suppliers to supply us with parts and components at competitive prices on a timely basis, including the impact of potential tariffs and trade considerations on their operations and output;

•fluctuations in the cost and availability of key materials and components (including semiconductors, printed circuit boards, resin, aluminum, steel and copper) and our ability to offset cost increases through negotiated price increases with our customers or other cost reduction actions, as necessary;

•global economic trends, competition and geopolitical risks, including impacts from ongoing or potential global conflicts and any related sanctions and other measures, or an escalation of sanctions, tariffs or other trade tensions between the U.S. and other countries;

•tariffs specifically in countries where we have significant direct or indirect manufacturing or supply chain exposure and our ability to either mitigate the impact of tariffs or pass any incremental costs to our customers;

•our ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions;

•the reduced purchases, loss, financial distress or bankruptcy of a major customer or supplier;

•the costs and timing of business realignment, facility closures or similar actions;

•a significant change in commercial, automotive, off-highway or agricultural vehicle production;

•competitive market conditions and resulting effects on sales and pricing;

•foreign currency fluctuations and our ability to manage those impacts;

•customer acceptance of new products;

•our ability to successfully launch/produce products for awarded business;

•adverse changes in laws, government regulations or market conditions affecting our products, our suppliers, or our customers’ products;

•our ability to protect our intellectual property and successfully defend against assertions made against us;

•liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may become a party, or the impact of product recall or field actions on our customers;

•labor disruptions at our facilities, or at any of our significant customers or suppliers;

•business disruptions due to natural disasters or other disasters outside of our control;

•the amount of our indebtedness and the restrictive covenants contained in the agreements governing our indebtedness, including our revolving credit facility;

•capital availability or costs, including changes in interest rates;

•refinancing risk and access to capital markets and liquidity;

•the failure to achieve the successful integration of any acquired company or business;

•risks related to a failure of our information technology systems and networks, and risks associated with current and emerging technology threats and damage from computer viruses, unauthorized access, cyber-attack and other similar disruptions; and

•the items described in Part I, Item IA (“Risk Factors”) in the Company’s 2024 Form 10-K.

The forward-looking statements contained herein represent our estimates only as of the date of this filing and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update these forward-looking statements at some point in the future, except as required by law, we specifically disclaim any obligation to do so, whether to reflect actual results, changes in assumptions, changes in other factors affecting such forward-looking statements or otherwise.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

STONERIDGE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


(in thousands)	September 30, 2025		December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	53,988	$	71,832
Accounts receivable, less reserves of $583 and $1,060, respectively	153,072		137,766
Inventories, net	145,449		151,337
Prepaid expenses and other current assets	31,806		26,579
Total current assets	384,315		387,514
Long-term assets:
Property, plant and equipment, net	100,477		97,667
Intangible assets, net	40,741		39,677
Goodwill	37,530		33,085
Operating lease right-of-use asset	13,481		10,050
Investments and other long-term assets, net	55,535		53,563
Total long-term assets	247,764		234,042
Total assets	$	632,079	$	621,556

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:

Current portion of debt	$	947	$	—
Accounts payable	101,773		83,478
Accrued expenses and other current liabilities	77,292		66,494
Total current liabilities	180,012		149,972
Long-term liabilities:
Revolving credit facility	170,194		201,577
Deferred income taxes	4,939		5,321
Operating lease long-term liability	9,514		6,484
Other long-term liabilities	16,225		12,942
Total long-term liabilities	200,872		226,324
Shareholders' equity:
Preferred Shares, without par value, 5,000 shares authorized, none issued	—		—
Common Shares, without par value, 60,000 shares authorized, 28,966 and 28,966 shares issued and 28,018 and 27,695 shares outstanding at September 30, 2025 and December 31, 2024, respectively, with no stated value	—		—
Additional paid-in capital	218,048		225,712
Common Shares held in treasury, 948 and 1,271 shares at September 30, 2025 and December 31, 2024, respectively, at cost	(27,457)		(38,424)
Retained earnings	154,059		179,985
Accumulated other comprehensive loss	(93,455)		(122,013)
Total shareholders' equity	251,195		245,260
Total liabilities and shareholders' equity	$	632,079	$	621,556

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STONERIDGE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024

Net sales	$	210,267	$	213,831	$	656,109	$	690,047
Costs and expenses:
Cost of goods sold	167,498		169,340		518,105		543,459
Selling, general and administrative	31,594		26,533		96,125		88,832
Design and development	14,454		17,643		50,984		53,703
Operating (loss) income	(3,279)		315		(9,105)		4,053
Interest expense, net	3,801		3,604		10,102		11,039
Equity in loss (earnings) of investee	220		752		(124)		1,081
Other expense (income), net	2,414		(384)		5,378		(644)
Loss before income taxes	(9,714)		(3,657)		(24,461)		(7,423)
(Benefit) provision for income taxes	(343)		3,413		1,465		2,987
Net loss	$	(9,371)	$	(7,070)	$	(25,926)	$	(10,410)

Loss per share:
Basic	$	(0.34)	$	(0.26)	$	(0.93)	$	(0.38)
Diluted	$	(0.34)	$	(0.26)	$	(0.93)	$	(0.38)

Weighted-average shares outstanding:
Basic	27,859		27,618		27,776		27,586
Diluted	27,859		27,618		27,776		27,586

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STONERIDGE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2025		2024		2025		2024

Net loss	$	(9,371)	$	(7,070)	$	(25,926)	$	(10,410)

Other comprehensive (loss) income, net of tax:
Foreign currency translation	(464)		8,142		25,985		(5,191)
Unrealized (loss) gain on derivatives (1)	(536)		(943)		2,573		(3,073)
Other comprehensive (loss) income, net of tax	(1,000)		7,199		28,558		(8,264)

Comprehensive (loss) income	$	(10,371)	$	129	$	2,632	$	(18,674)


(1)			Net of tax benefit of $143 and $251 for the three months ended September 30, 2025 and 2024, respectively. Net of tax expense (benefit) of $684 and $(817) for the nine months ended September 30, 2025 and 2024, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STONERIDGE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


Nine months ended September 30, (in thousands)	2025		2024

OPERATING ACTIVITIES:
Net loss	$	(25,926)	$	(10,410)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Depreciation	17,968		19,695
Amortization, including accretion of deferred financing costs	7,121		6,812
Deferred income taxes	(6,560)		(6,339)
(Earnings) loss of equity method investee	(124)		1,081
Loss on sale of fixed assets	88		257
Share-based compensation expense	3,659		3,092
Excess tax deficiency related to share-based compensation expense	469		263




Changes in operating assets and liabilities:
Accounts receivable, net	(4,823)		6,042
Inventories, net	17,751		9,694
Prepaid expenses and other assets	1,450		4,949
Accounts payable	11,226		(13,127)
Accrued expenses and other liabilities	2,893		6,508
Net cash provided by operating activities	25,192		28,517

INVESTING ACTIVITIES:
Capital expenditures, including intangibles	(15,653)		(19,049)
Proceeds from sale of fixed assets	338		312



Investment in venture capital fund, net	(272)		(260)
Net cash used for investing activities	(15,587)		(18,997)

FINANCING ACTIVITIES:
Revolving credit facility borrowings	36,000		98,000
Revolving credit facility payments	(70,691)		(91,000)
Proceeds from issuance of debt	15,376		24,277
Repayments of debt	(14,985)		(26,364)

Repurchase of Common Shares to satisfy employee tax withholding	(340)		(780)
Net cash (used for) provided by financing activities	(34,640)		4,133

Effect of exchange rate changes on cash and cash equivalents	7,191		(356)
Net change in cash and cash equivalents	(17,844)		13,297
Cash and cash equivalents at beginning of period	71,832		40,841

Cash and cash equivalents at end of period	$	53,988	$	54,138

Supplemental disclosure of cash flow information:
Cash paid for interest, net	$	10,711	$	11,892
Cash paid for income taxes, net	$	8,440	$	8,429
Capital expenditures included in accounts payable	$	1,265	$	1,070

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STONERIDGE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


(in thousands)	Number of Common Shares outstanding	Number of treasury shares	Additional paid-in capital		Common Shares held in treasury		Retained earnings		Accumulated other comprehensive loss		Total shareholders' equity


























BALANCE DECEMBER 31, 2023	27,549	1,417	$	227,340	$	(43,344)	$	196,509	$	(92,788)	$	287,717
Net loss	—	—	—		—		(6,126)		—		(6,126)
Unrealized gain on derivatives, net	—	—	—		—		—		70		70
Currency translation adjustments	—	—	—		—		—		(4,879)		(4,879)
Issuance of Common Shares	154	(154)	—		—		—		—		—
Repurchased Common Shares for treasury, net	(36)	36	—		3,958		—		—		3,958
Share-based compensation, net	—	—	(3,484)		—		—		—		(3,484)
BALANCE MARCH 31, 2024	27,667	1,299	$	223,856	$	(39,386)	$	190,383	$	(97,597)	$	277,256

Net income	—	—	—		—		2,786		—		2,786
Unrealized loss on derivatives, net	—	—	—		—		—		(2,200)		(2,200)
Currency translation adjustments	—	—	—		—		—		(8,454)		(8,454)
Issuance of Common Shares	16	(16)	—		—		—		—		—
Repurchased Common Shares for treasury, net	(4)	4	—		320		—		—		320
Share-based compensation, net	—	—	743		—		—		—		743
BALANCE JUNE 30, 2024	27,679	1,287	$	224,599	$	(39,066)	$	193,169	$	(108,251)	$	270,451

Net loss	—	—	—		—		(7,070)		—		(7,070)
Unrealized loss on derivatives, net	—	—	—		—		—		(943)		(943)
Currency translation adjustments	—	—	—		—		—		8,142		8,142
Issuance of Common Shares	18	(18)	—		—		—		—		—
Repurchased Common Shares for treasury, net	(8)	8	—		425		—		—		425
Share-based compensation, net	—	—	345		—		—		—		345
BALANCE SEPTEMBER 30, 2024	27,689	1,277	$	224,944	$	(38,641)	$	186,099	$	(101,052)	$	271,350

BALANCE DECEMBER 31, 2024	27,695	1,271	$	225,712	$	(38,424)	$	179,985	$	(122,013)	$	245,260
Net loss	—	—	—		—		(7,196)		—		(7,196)
Unrealized gain on derivatives, net	—	—	—		—		—		1,343		1,343
Currency translation adjustments	—	—	—		—		—		12,783		12,783
Issuance of Common Shares	192	(192)	—		—		—		—		—
Repurchased Common Shares for treasury, net	(41)	41	—		5,488		—		—		5,488
Share-based compensation, net	—	—	(4,582)		—		—		—		(4,582)
BALANCE MARCH 31, 2025	27,846	1,120	$	221,130	$	(32,936)	$	172,789	$	(107,887)	$	253,096

Net loss	—	—	—		—		(9,359)		—		(9,359)
Unrealized gain on derivatives, net	—	—	—		—		—		1,766		1,766
Currency translation adjustments	—	—	—		—		—		13,666		13,666
Issuance of Common Shares	168	(168)	—		—		—		—		—
Repurchased Common Shares for treasury, net	(11)	11	—		4,895		—		—		4,895
Share-based compensation, net	—	—	(3,548)		—		—		—		(3,548)
BALANCE JUNE 30, 2025	28,003	963	$	217,582	$	(28,041)	$	163,430	$	(92,455)	$	260,516

Net loss	—	—	—		—		(9,371)		—		(9,371)
Unrealized loss on derivatives, net	—	—	—		—		—		(536)		(536)
Currency translation adjustments	—	—	—		—		—		(464)		(464)
Issuance of Common Shares	22	(22)	—		—		—		—		—
Repurchased Common Shares for treasury, net	(7)	7	—		584		—		—		584
Share-based compensation, net	—	—	466		—		—		—		466
BALANCE SEPTEMBER 30, 2025	28,018	948	$	218,048	$	(27,457)	$	154,059	$	(93,455)	$	251,195

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

(1) Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by Stoneridge, Inc. (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2024 Form 10-K.

Reclassifications

Certain prior period amounts have been reclassified to conform to their 2025 presentation in the condensed consolidated financial statements.

(2) Recently Issued Accounting Standards

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures,” which requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, companies are required to disclose additional information about income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The standard is to be adopted on a prospective basis; 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.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures,” which requires companies to disclose certain costs and expenses within the notes to the financial statements. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. 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. We are currently evaluating the impact on our annual consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which modernizes guidance on internal-use software costs to reflect current development practices and improve operability. The standard eliminates the project stages model and replaces with a principles based recognition threshold. The standard also creates a new capitalization criteria that clarifies capitalization when funding is authorized by management and is probable to be completed and used. The standard is effective for annual and interim periods within annual reporting periods beginning after December 15, 2027. We are currently evaluating the impact on our annual consolidated financial statements and disclosures.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

(3) Revenue

Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our products and services, which is usually when the parts are shipped or delivered to the customer’s premises. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The transaction price will include estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. Incidental items that are not significant in the context of the contract are recognized as expense. The expected costs associated with our base warranties continue to be recognized as expense when the products are sold. Customer returns only occur if products do not meet the specifications of the contract and are not connected to any repurchase obligations of the Company.

The Company does not have any financing components or significant payment terms as payment occurs shortly after the point of sale. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue. Amounts billed to customers related to shipping and handling costs are included in net sales in the condensed consolidated statements of operations. Shipping and handling costs associated with outbound freight after control over a product is transferred to the customer are accounted for as a fulfillment cost and are included in cost of sales.

Revenue by Reportable Segment

Control Devices. Our Control Devices segment designs and manufactures products that monitor, measure or activate specific functions within a vehicle. This segment includes product lines such as actuators, sensors, switches and connectors. We sell these products principally to the automotive market in the North American and Asia Pacific regions. To a lesser extent, we also sell these products to the commercial vehicle and agricultural markets in the North American and Asia Pacific regions. Our customers included in these markets primarily consist of original equipment manufacturers (“OEM”) and companies supplying components directly to the OEMs (“Tier 1 supplier”).

Electronics. Our Electronics segment designs and manufactures advanced driver information solutions, vision systems, connectivity and compliance solutions and control modules. These products are sold principally to the commercial and off-highway vehicle markets primarily through our OEM and aftermarket channels in the European, North American and Asia Pacific regions. Our vision and safety systems are sold principally to the commercial vehicle and off-highway vehicle markets in the European and North American regions.

Stoneridge Brazil. Our Stoneridge Brazil segment primarily serves the South American region and specializes in the design, manufacture and sale of vehicle tracking devices and monitoring services, driver information systems, vehicle security alarms and convenience accessories, telematics solutions and multimedia devices. Stoneridge Brazil sells its products through the aftermarket distribution channel, to factory authorized dealer installers, also referred to as original equipment services and directly to OEMs. In addition, monitoring services and tracking devices are sold directly to corporate customers and individual consumers.

The following tables disaggregate our revenue by reportable segment and geographical location(1) for the three months ended September 30, 2025 and 2024:


	Control Devices				Electronics				Stoneridge Brazil				Consolidated
Three months ended September 30,	2025		2024		2025		2024		2025		2024		2025		2024
Net Sales:
North America	$	61,474	$	60,661	$	35,518	$	48,734	$	—	$	—	$	96,992	$	109,395
South America	—		—		—		—		17,142		13,219		17,142		13,219
Europe	—		—		84,792		77,751		—		—		84,792		77,751
Asia Pacific	10,155		12,468		1,186		998		—		—		11,341		13,466
Total net sales	$	71,629	$	73,129	$	121,496	$	127,483	$	17,142	$	13,219	$	210,267	$	213,831

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

The following tables disaggregate our revenue by reportable segment and geographical location(1) for the nine months ended September 30, 2025 and 2024:


	Control Devices				Electronics				Stoneridge Brazil				Consolidated
Nine months ended September 30,	2025		2024		2025		2024		2025		2024		2025		2024
Net Sales:
North America	$	178,742	$	193,874	$	123,892	$	155,151	$	—	$	—	$	302,634	$	349,025
South America	—		—		—		—		46,276		37,084		46,276		37,084
Europe	—		—		271,983		264,739		—		—		271,983		264,739
Asia Pacific	32,131		36,312		3,085		2,887		—		—		35,216		39,199
Total net sales	$	210,873	$	230,186	$	398,960	$	422,777	$	46,276	$	37,084	$	656,109	$	690,047

_______________________

(1)Company sales based on geographic location are where the sale originates not where the customer is located.

Performance Obligations

For OEM and Tier 1 supplier customers, the Company typically enters into contracts to provide serial production parts that consist of a set of documents including, but not limited to, an award letter, master purchase agreement and master terms and conditions. For each production product, the Company enters into separate purchase orders that contain the product specifications and an agreed-upon price. The performance obligation does not exist until a customer release is received for a specific number of parts. The majority of the parts sold to OEM and Tier 1 supplier customers are customized to the specific customer, with the exception of camera monitoring systems (“CMS”) sold through our aftermarket channel that are mostly common across all customers. The transaction price is equal to the contracted price per part and there is no expectation of material variable consideration in the transaction price. For most customer contracts, the Company does not have an enforceable right to payment at any time prior to when the parts are shipped or delivered to the customer; therefore, the Company recognizes revenue at the point in time it satisfies a performance obligation by transferring control of a part to the customer. Certain customer contracts contain an enforceable right to payment if the customer terminates the contract for convenience and therefore are recognized over time using the cost to complete input method.

Our aftermarket products, including accessories and replacement parts, are focused on meeting the demand for safety, compliance and entertainment applications and are sold primarily to aftermarket distributors in our South American and European markets, as well as direct to aftermarket customers in North America. Aftermarket products have one type of performance obligation, which is the delivery of aftermarket parts and spare parts. For aftermarket customers, the Company typically has standard terms and conditions for all customers. In addition, aftermarket products have alternative use as they can be sold to multiple customers. Revenue for aftermarket part production contracts is recognized at a point in time when the control of the parts transfers to the customer, which is based on the shipping terms. Aftermarket contracts may include variable consideration related to discounts and rebates, which is included in the transaction price upon recognizing the product revenue.

A small portion of the Company’s sales are comprised of monitoring services that include both monitoring devices and fees to individual, corporate, fleet and cargo customers in our Stoneridge Brazil segment. These monitoring service contracts are generally not capable of being distinct and are accounted for as a single performance obligation. We recognize revenue for our monitoring products and services contracts over the life of the contract. There is no variable consideration associated with these contracts. The Company has the right to consideration from a customer in the amount that corresponds directly with the value to the customer of the Company’s performance to date. Therefore, the Company recognizes revenue over time using the practical expedient ASC 606-10-55-18 in the amount the Company has a “right to invoice” rather than selecting an output or input method.

Contract Balances

The Company had no material contract assets, contract liabilities or capitalized contract acquisition costs as of September 30, 2025 and December 31, 2024.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

(4) Inventories

Inventories are valued at the lower of cost (using either the first-in, first-out (“FIFO”) or average cost methods) or net realizable value. The Company evaluates and adjusts as necessary its excess and obsolescence reserve on a quarterly basis. Excess inventories are quantities of items that exceed anticipated sales or usage for a reasonable period. The Company has guidelines for calculating provisions for excess inventories based on the number of months of inventories on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. Inventory cost includes material, labor and overhead. Inventories consist of the following:


	September 30, 2025		December 31, 2024
Raw materials	$	102,649	$	108,283
Work-in-progress	8,548		7,627
Finished goods	34,252		35,427
Total inventories, net	$	145,449	$	151,337

Inventory valued using the FIFO method was $129,856 and $138,420 at September 30, 2025 and December 31, 2024, respectively. Inventory valued using the average cost method was $15,593 and $12,917 at September 30, 2025 and December 31, 2024, respectively.

(5) Financial Instruments and Fair Value Measurements

Financial Instruments

A financial instrument is cash or a contract that imposes an obligation to deliver or conveys a right to receive cash or another financial instrument. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of fair value because of the short maturity of these instruments. The fair value of debt approximates the carrying value of debt, due to the variable interest rate on our Credit Facility and the maturity of outstanding debt.

Derivative Instruments and Hedging Activities

On September 30, 2025, the Company had open Mexican peso-denominated foreign currency forward contracts. The Company used foreign currency forward contracts solely for hedging and not for speculative purposes during 2025 and 2024. Management believes that its use of these instruments to reduce risk is in the Company’s best interest. The counterparties to these financial instruments are financial institutions with investment grade credit ratings.

Foreign Currency Exchange Rate Risk

Foreign currency transactions are remeasured into the functional currency using translation rates in effect at the time of the transaction with the resulting adjustments included on the condensed consolidated statements of operations within other expense (income), net. These foreign currency transaction losses (gains), including the impact of hedging activities, were $2,405 and $(320) for the three months ended September 30, 2025 and 2024, respectively, and $5,368 and $(646) for the nine months ended September 30, 2025 and 2024, respectively.

The Company conducts business internationally and, therefore, is exposed to foreign currency exchange rate risk. The Company uses derivative financial instruments as cash flow hedges to manage its exposure to fluctuations in foreign currency exchange rates by reducing the effect of such fluctuations on foreign currency denominated intercompany transactions, inventory purchases and other foreign currency exposures.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

Cash Flow Hedges

The Company entered into foreign currency forward contracts to hedge the Mexican peso currency in 2025 and 2024. These forward contracts were executed to hedge forecasted transactions and have been accounted for as cash flow hedges. As such, gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated other comprehensive loss, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated other comprehensive loss fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. The cash flow hedges were highly effective. The effectiveness of the transactions was measured using regression analysis and forecasted future purchases of the currency.

In certain instances, the foreign currency forward contracts may not qualify for hedge accounting or are not designated as hedges and, therefore, are marked-to-market with gains and losses recognized in the Company’s condensed consolidated statements of operations as a component of other expense (income), net. At September 30, 2025, all of the Company’s foreign currency forward contracts were designated as cash flow hedges.

The Company’s foreign currency forward contracts offset a portion of the gains and losses on the underlying foreign currency denominated transactions as follows:

Mexican peso-denominated Foreign Currency Forward Contracts – Cash Flow Hedges

The Company holds Mexican peso-denominated foreign currency forward contracts with a notional amount at September 30, 2025 of $6,418, which expire ratably on a monthly basis from October 2025 to December 2025. The notional amounts at December 31, 2024 related to Mexican peso-denominated foreign currency forward contracts were $32,339.

The Company evaluated the effectiveness of the Mexican peso denominated forward contracts held as of September 30, 2025 and concluded that the hedges were highly effective.

The notional amounts and fair values of derivative instruments in the condensed consolidated balance sheets were as follows:


	Notional amounts (A)				Prepaid expenses and other current assets				Accrued expenses and other current liabilities
	September 30, 2025		December 31, 2024		September 30, 2025		December 31, 2024		September 30, 2025		December 31, 2024
Derivatives designated as hedging instruments:
Cash flow hedges:
Forward currency contracts	$	6,418	$	32,339	$	828	$	—	$	—	$	2,429

_____________________________

(A)Notional amounts represent the gross contract of the derivatives outstanding in U.S. dollars.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

Gross amounts recorded for the cash flow hedges in other comprehensive (loss) income and in net loss for the three months ended September 30 were as follows:


	Gain (loss) recorded in other comprehensive (loss) income				Gain (loss) reclassified from other comprehensive (loss) income into net loss (A)
	2025		2024		2025		2024
Derivatives designated as cash flow hedges:
Forward currency contracts	$	315	$	(1,629)	$	994	$	(435)

_____________________________


(A)			Gains (losses) reclassified from other comprehensive (loss) income into net loss recognized in selling, general and administrative expenses (“SG&A”) in the Company’s condensed consolidated statements of operations were $320 and $(142) for the three months ended September 30, 2025 and 2024, respectively. Gains (losses) reclassified from other comprehensive (loss) income into net loss recognized in cost of goods sold (“COGS”) in the Company’s condensed consolidated statements of operations were $674 and $(293) for the three months ended September 30, 2025 and 2024, respectively.

Gross amounts recorded for the cash flow hedges in other comprehensive income (loss) and in net loss for the nine months ended September 30 were as follows:


	Gain (loss) recorded in other comprehensive income (loss)				Gain reclassified from other comprehensive income (loss) into net loss (A)
	2025		2024		2025		2024
Derivatives designated as cash flow hedges:
Forward currency contracts	$	3,682	$	(3,257)	$	425	$	633


(A)			Gains reclassified from other comprehensive income (loss) into net loss recognized in SG&A in the Company’s condensed consolidated statements of operations were $194 and $109 for the nine months ended September 30, 2025 and 2024, respectively. Gains reclassified from other comprehensive income (loss) into net loss recognized in COGS in the Company’s condensed consolidated statements of operations were $231 and $524 for the nine months ended September 30, 2025 and 2024, respectively.

Cash flows from derivatives used to manage foreign currency exchange risks are classified as operating activities within the condensed consolidated statements of cash flows.

Fair Value Measurements

Certain assets and liabilities held by the Company are measured at fair value on a recurring basis and are categorized using the three levels of the fair value hierarchy based on the reliability of the inputs used. Fair values estimated using Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Fair values estimated using Level 2 inputs, other than quoted prices, are observable for the asset or liability, either directly or indirectly and include among other things, quoted prices for similar assets or liabilities in markets that are active or inactive as well as inputs other than quoted prices that are observable. For forward currency and cross-currency contracts, inputs include forward foreign currency exchange rates. Fair values estimated using Level 3 inputs consist of significant unobservable inputs.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the three levels of the fair value hierarchy based on the reliability of inputs used.


			September 30, 2025						December 31, 2024
			Fair values estimated using
	Fair value		Level 1 inputs		Level 2 inputs		Level 3 inputs		Fair value
Financial assets carried at fair value:
Forward currency contracts	$	828	$	—	$	828	$	—	$	—


Total financial assets carried at fair value	$	828	$	—	$	828	$	—	$	—

Financial liabilities carried at fair value:
Forward currency contracts	$	—	$	—	$	—	$	—	$	2,429


Total financial liabilities carried at fair value	$	—	$	—	$	—	$	—	$	2,429

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the nine months ended September 30, 2025.

(6) Share-Based Compensation

Compensation expense for share-based compensation arrangements, which is recognized in the condensed consolidated statements of operations as a component of SG&A expense, was $1,099 and $885 for the three months ended September 30, 2025 and 2024, respectively. Compensation expense for share-based compensation arrangements was $3,659 and $3,092 for the nine months ended September 30, 2025 and 2024, respectively.

(7) Debt

Debt consisted of the following at September 30, 2025 and December 31, 2024:


	September 30, 2025		December 31, 2024		Interest rate at September 30, 2025		Maturity
Revolving Credit Facility
Revolving Credit Facility	$	170,194	$	201,577	7.48	%	November 2026

Debt
Sweden short-term credit line	947		—		4.76	%	October 2025

Total debt	947		—
Less: current portion	(947)		—
Total long-term debt, net	$	—	$	—

Revolving Credit Facility

On November 2, 2023, the Company entered into the Fifth Amended and Restated Credit Agreement (the “Credit Facility”). The Credit Facility provides for a $275,000 senior secured revolving credit facility and it replaced and superseded the Fourth Amended and Restated Credit Agreement. The Credit Facility has an accordion feature, which allows the Company to increase the availability by up to $150,000 upon the satisfaction of certain conditions, including the consent of lenders providing the increase in commitments, and also includes a letter of credit subfacility, swing line subfacility and multicurrency subfacility. The Credit Facility has a termination date of November 2, 2026. Borrowings under the Credit Facility bear interest at either the Base Rate or the SOFR rate, at the Company’s option, plus the applicable margin as set forth in the Credit Facility. 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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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

The Credit Facility contains customary affirmative covenants and representations. The Credit Facility also contains customary negative covenants, which, among other things, are subject to certain exceptions, including restrictions on (i) indebtedness, (ii) liens, (iii) liquidations, mergers, consolidations and acquisitions, (iv) disposition of assets or subsidiaries, (v) affiliate transactions, (vi) continuation of or change in business, (vii) restricted payments, (viii) restrictions in agreements on dividends, intercompany loans and granting liens on the collateral, (ix) loans and investments and (x) changes in organizational documents and fiscal year. The Credit Facility contains customary events of default, subject to customary thresholds and exceptions, including, among other things, (i) non-payment of principal and non-payment of interest and fees, (ii) a material inaccuracy of a representation or warranty at the time made, (iii) a failure to comply with any covenant, subject to customary grace periods in the case of certain affirmative covenants, (iv) cross default of other debt, final judgments and other adverse orders in excess of $30,000, (v) any loan document shall cease to be a legal, valid and binding agreement, (vi) certain uninsured losses or proceedings against assets with a value in excess of $30,000, (vii) ERISA events, (viii) a change of control, or (ix) bankruptcy or insolvency proceedings.

On February 26, 2025, the Company entered into Amendment No. 1 to the Fifth Amended and Restated Credit Agreement and Waiver (“Amendment No. 1”). Amendment No. 1 provides for certain covenant relief and 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). 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 quarters ended September 30, 2025 and December 31, 2025, respectively;

•the Company’s aggregate amount of cash and cash equivalents, defined as 100% of North American and 65% of foreign cash balances, cannot exceed $70,000;

•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 $100,000 or the net cash proceeds;

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

•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.

On November 5, 2025, the Company entered into Amendment No. 2 to the Fifth Amended and Restated Credit Agreement and Consent Agreement (“Amendment No. 2”). 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 $275,000 to $225,000;

•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 $50,000 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; and

•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.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

As a result of entering into Amendment No.1, the Company capitalized $561 of deferred financing costs during the nine months ended September 30, 2025.

Borrowings outstanding on the Credit Facility were $170,194 and $201,577 at September 30, 2025 and December 31, 2024, respectively.

The Company was in compliance with all Credit Facility covenants at September 30, 2025 and December 31, 2024.

The Company also has outstanding letters of credit of $1,506 at September 30, 2025 and $1,571 at December 31, 2024.

Debt

The Company’s wholly owned subsidiary located in Stockholm, Sweden (the “Stockholm subsidiary”), has an overdraft credit line that allows overdrafts on the subsidiary’s bank account up to a daily maximum level of 20,000 Swedish krona, or $2,127 and $1,809, at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025 there was 8,909 Swedish krona, or $947 outstanding on this overdraft credit line. At December 31, 2024, there were no borrowings outstanding on this overdraft credit line. During the nine months ended September 30, 2025, the subsidiary borrowed 153,773 Swedish krona, or $16,352, and repaid 144,864 Swedish krona, or $15,405. 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 (the “Suzhou subsidiary”), has lines of credit (the “Suzhou credit lines”) that allow up to a maximum borrowing level of 50,000 Chinese yuan, or $7,023 at September 30, 2025 and 20,000 Chinese yuan, or $2,740 at December 31, 2024. At September 30, 2025 and December 31, 2024 there were $0 in borrowings outstanding on the Suzhou credit lines. In addition, the Suzhou subsidiary has a bank acceptance draft line of credit which 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 30,000 Chinese yuan, or $4,214 at September 30, 2025. At September 30, 2025 there were $0 in borrowings outstanding on the bank acceptance draft line of credit.

(8) Loss Per Share

Basic loss per share was computed by dividing net loss by the weighted-average number of Common Shares outstanding for each respective period. Diluted loss per share was calculated by dividing net loss by the weighted-average of all potentially dilutive Common Shares that were outstanding during the periods presented. However, for all periods in which the Company recognized a net loss, the Company did not recognize the effect of the potential dilutive securities as their inclusion would be anti-dilutive. Potential dilutive shares of 436,454 and 237,870 for the three months ended September 30, 2025 and 2024, respectively, were excluded from diluted loss per share because the effect would be anti-dilutive. Potential dilutive shares of 253,061 and 244,471 for the nine months ended September 30, 2025 and 2024, respectively, were excluded from diluted loss per share because the effect would be anti-dilutive.

Weighted-average Common Shares outstanding used in calculating basic and diluted earnings per share were as follows:


	Three months ended September 30,		Nine months ended September 30,
	2025	2024	2025	2024
Basic weighted-average Common Shares outstanding	27,859,140	27,617,663	27,775,810	27,585,904
Effect of dilutive shares	—	—	—	—
Diluted weighted-average Common Shares outstanding	27,859,140	27,617,663	27,775,810	27,585,904

There were 912,765 and 612,886 performance-based right to receive Common Shares outstanding at September 30, 2025 and 2024, respectively. The right to receive Common Shares are included in the computation of diluted earnings per share, to the extent they are not anti-dilutive, based on the number of Common Shares that would be issuable if the end of the quarter were the end of the performance period.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

(9) Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the three months ended September 30, 2025 and 2024 were as follows:


	Foreign currency translation		Unrealized gain (loss) on derivatives		Total
Balance at July 1, 2025	$	(93,646)	$	1,191	$	(92,455)
Other comprehensive (loss) income before reclassifications	(464)		249		(215)
Amounts reclassified from accumulated other comprehensive loss	—		(785)		(785)
Net other comprehensive loss, net of tax	(464)		(536)		(1,000)
Balance at September 30, 2025	$	(94,110)	$	655	$	(93,455)

Balance at July 1, 2024	$	(107,589)	$	(662)	$	(108,251)
Other comprehensive income (loss) before reclassifications	8,142		(1,287)		6,855
Amounts reclassified from accumulated other comprehensive loss	—		344		344
Net other comprehensive income (loss) net of tax	8,142		(943)		7,199
Balance at September 30, 2024	$	(99,447)	$	(1,605)	$	(101,052)

Changes in accumulated other comprehensive loss for the nine months ended September 30, 2025 and 2024 were as follows:


	Foreign currency translation		Unrealized gain (loss) on derivatives		Total
Balance at January 1, 2025	$	(120,095)	$	(1,918)	$	(122,013)
Other comprehensive income before reclassifications	25,985		2,909		28,894
Amounts reclassified from accumulated other comprehensive loss	—		(336)		(336)
Net other comprehensive income, net of tax	25,985		2,573		28,558
Balance at September 30, 2025	$	(94,110)	$	655	$	(93,455)

Balance at January 1, 2024	$	(94,256)	$	1,468	$	(92,788)
Other comprehensive loss before reclassifications	(5,191)		(2,573)		(7,764)
Amounts reclassified from accumulated other comprehensive loss	—		(500)		(500)
Net other comprehensive loss, net of tax	(5,191)		(3,073)		(8,264)
Balance at September 30, 2024	$	(99,447)	$	(1,605)	$	(101,052)

(10) Commitments and Contingencies

From time to time, we are subject to various legal actions and claims incidental to our business, including those arising out of breach of contracts, product warranties, product liability, patent infringement, regulatory matters and employment-related matters. The Company establishes accruals for matters which it believes that losses are probable and can be reasonably estimated. Although it is not possible to predict with certainty the outcome of these matters, the Company is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on its consolidated results of operations or financial position.

As a result of environmental studies performed at the Company’s former facility located in Sarasota, Florida, the Company became aware of soil and groundwater contamination at the site. The Company engaged an environmental engineering consultant to assess the level of contamination and to develop a remediation and monitoring plan for the site. Soil remediation at the site was completed during the year ended December 31, 2010. A remedial action plan was approved by the Florida Department of Environmental Protection and groundwater remediation began in the fourth quarter of 2015.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

During the three and nine months ended September 30, 2025 and 2024, the Company did not recognize any expense related to groundwater remediation. At September 30, 2025 and December 31, 2024, the Company had accrued liabilities of $213 and $244, respectively, related to expected future remediation costs. At September 30, 2025 and December 31, 2024, $113 and $144, respectively, were recorded as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets while the remaining amounts as of September 30, 2025 and December 31, 2024 were recorded as a component of other long-term liabilities. Costs associated with the recorded liability will be incurred to complete the groundwater remediation and monitoring. The recorded liability is based on assumptions in the remedial action plan as well as estimates for future remediation activities. Although the Company sold the Sarasota facility and related property in December 2011, the liability to remediate the site contamination remains the responsibility of the Company. Due to the ongoing site remediation, the Company is currently required to maintain a $1,489 letter of credit for the benefit of the buyer.

The Company’s Stoneridge Brazil subsidiary has civil, labor, environmental and other tax contingencies (excluding income tax) for which the likelihood of loss is deemed to be reasonably possible, but not probable, by the Company’s legal advisors in Brazil. As a result, no provision has been recorded with respect to these contingencies, which amounted to R$48,378 ($9,097) and R$42,834 ($6,918) at September 30, 2025 and December 31, 2024, respectively. An unfavorable outcome on these contingencies could result in significant cost to the Company and adversely affect its results of operations and cash flows.

On August 12, 2020, the Brazilian Administrative Counsel for Economic Defense (“CADE”) issued a ruling against Stoneridge Brazil for abuse of dominance and market foreclosure through its prior use of exclusivity provisions in agreements with its distributors. The CADE tribunal imposed a R$7,995 ($1,503) fine which is included in the reasonably possible contingencies noted above. The Company continues to challenge this ruling in Brazilian federal court to reverse this decision by the CADE tribunal.

Long Term Supply Commitment

In 2022, the Company entered into a long term supply agreement, as amended, with a supplier for the purchase of certain electronic semiconductor components through December 31, 2030. Pursuant to the agreement, the Company paid capacity deposits of $1,000 each in December 2022 and June 2023. The capacity deposits are recognized in prepaid and other current assets on our condensed consolidated balance sheets and amortized ratably based on purchases over the life of the purchase commitment. This long term supply agreement requires the Company to purchase minimum annual volumes while requiring the supplier to sell these components at a fixed price. The Company purchased $114 and $1,840 of these components during the three months ended September 30, 2025 and 2024, respectively, and $114 and $2,662 during the nine months ended September 30, 2025 and 2024, respectively. The Company is required to purchase $5,571, $6,314, $7,463, $8,313, $841 and $1,492 of these components in each of the years 2025 through 2030, respectively. We evaluate our long-term supply agreement on a continuous basis in the context of customer demand and overall market dynamics. Part of that evaluation process has resulted in re-negotiating minimum annual volumes in the past. Should customer demand and market dynamics require us to re-evaluate our long-term supply commitments, we intend to engage with the supplier to negotiate an amendment to the long term supply agreement and amend the supply commitments to align with current market conditions.

Product Warranty and Recall

Amounts accrued for product warranty and recall claims are established based on the Company’s best estimate of the amounts necessary to settle existing and future claims on products sold as of the balance sheet dates. These accruals are based on several factors including past experience, production changes, industry developments and various other considerations. Our estimate is based on historical trends of units sold and claim payment amounts, combined with our current understanding of the status of existing claims, forecasts of the resolution of existing claims, expected future claims on products sold and commercial discussions with our customers. The key factors in our estimate are the warranty period and the customer source. The Company can provide no assurances that it will not experience material claims or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued. The current portion of the product warranty and recall reserve is included as a component of accrued expenses and other current liabilities on the condensed consolidated balance sheets. Product warranty and recall reserve included $13,885 and $10,675 of a long-term liability at September 30, 2025 and December 31, 2024, respectively, which is included as a component of other long-term liabilities on the condensed consolidated balance sheets.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

In 2023, the Company received a demand for arbitration from one of our customers seeking recovery for warranty claims related to past sales of PM sensor products, a Control Devices product line we exited in 2019. In March 2024, pursuant to the arbitration process, the customer submitted a formal statement of claim notification for 29,340 euro ($34,425). In May 2024, the Company responded with a formal statement of defense denying responsibility for the claim. Based on our review of the technical and legal merits, we believe these warranty claims lack substantive merit and are significantly overstated. The Company continues to vigorously defend this matter in private arbitration. While no assurances can be made as to the ultimate outcome of this matter, or any other future claims, we do not currently believe a material loss is probable.

The following provides a reconciliation of changes in product warranty and recall reserve liability:


Nine months ended September 30,	2025		2024
Product warranty and recall reserve at beginning of period	$	27,523	$	21,610
Accruals for warranties established during period	11,790		13,789
Aggregate changes in pre-existing liabilities due to claim developments	1,973		416
Settlements made during the period	(13,070)		(10,240)
Foreign currency translation	3,257		(1)
Product warranty and recall reserve at end of period	$	31,473	$	25,574

(11) Business Realignment

The Company regularly evaluates the performance of its businesses and cost structures, including personnel, and makes necessary changes thereto in order to optimize its results. The Company also evaluates the required skill sets of its personnel and periodically makes strategic changes. As a consequence of these actions, the Company incurs severance related costs that are referred to as business realignment charges. The Company does not expect significant charges in the future related to the previously incurred termination actions noted below.

Business realignment charges incurred by reportable segment were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Control Devices (A)	$	305	$	—	$	942	$	—
Electronics (B)	872		254		3,660		2,144

Unallocated Corporate (C)	883		—		1,960		59
Total business realignment charges	$	2,060	$	254	$	6,562	$	2,203

_____________________________________


(A)			Severance costs for the three months ended September 30, 2025 related to COGS and design and development (“D&D”) were $161 and $144, respectively. Severance costs for the nine months ended September 30, 2025 related to COGS, SG&A and D&D were $497, $270 and $175, respectively. The majority of the business realignment costs relate to operational efficiency initiatives at our Juarez facility.


(B)			Severance costs for the three months ended September 30, 2025 related to COGS and D&D were $747 and $125, respectively. Severance costs for the nine months ended September 30, 2025 related to COGS, SG&A and D&D were $1,820, $140 and $1,700, respectively. Severance costs for the three months ended September 30, 2024 related to COGS and D&D were $140 and $114, respectively. Severance costs for the nine months ended September 30, 2024 related to COGS, SG&A and D&D were $140, $458 and $1,546, respectively. The majority of the business realignment costs relate to operational efficiency initiatives at our Juarez facility.


(C)			Severance costs for the three months ended September 30, 2025 related to SG&A and D&D were $442 and $441, respectively.. Severance related costs for the nine months ended September 30, 2025 related to SG&A and D&D were $1,519 and $441, respectively. Severance related costs for the nine months ended September 30, 2024 related to SG&A were $59.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

Business realignment charges incurred, classified by statement of operations line item were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Cost of goods sold	$	908	$	140	$	2,317	$	140
Selling, general and administrative	442		—		1,929		517
Design and development	710		114		2,316		1,546
Total business realignment charges	$	2,060	$	254	$	6,562	$	2,203

Reconciliations of the beginning and ending liability balances related to business realignment were as follows:


					Utilization
	Accrual as of January 1, 2025		2025 Charge to Expense		Cash		Non-Cash		Accrual as of September 30, 2025
Employee termination costs	$	411	$	6,562	$	(5,586)	$	—	$	1,387
Total	$	411	$	6,562	$	(5,586)	$	—	$	1,387

					Utilization
	Accrual as of January 1, 2024		2024 Charge to Expense		Cash		Non-Cash		Accrual as of September 30, 2024
Employee termination costs	$	1,230	$	2,203	$	(2,158)	$	—	$	1,275
Total	$	1,230	$	2,203	$	(2,158)	$	—	$	1,275

(12) Income Taxes

For interim tax reporting, we estimate our annual effective tax rate and apply it to our year to date ordinary income. Tax jurisdictions with a projected or year to date loss for which a benefit cannot be realized are excluded.

For the three months ended September 30, 2025, income tax benefit of $343 was attributable to the mix of earnings among tax jurisdictions and tax credits and incentives offset by U.S. taxes on foreign earnings. The effective tax rate of 3.5% varies from the statutory rate primarily due to tax credits and incentives offset by U.S. taxes on foreign earnings.

For the three months ended September 30, 2024, income tax expense of $3,413 was attributable to the mix of earnings among tax jurisdictions and tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings. The effective tax rate of (93.3)% varies from the statutory rate primarily due to the impact of tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings.

For the nine months ended September 30, 2025, income tax expense of $1,465 was attributable to the mix of earnings among tax jurisdictions and tax credits and incentives offset by U.S. taxes on foreign earnings. The effective tax rate of (6.0)% varies from the statutory rate primarily due to tax credits and incentives offset by U.S. taxes on foreign earnings.

For the nine months ended September 30, 2024, income tax expense of $2,987 was attributable to the mix of earnings among tax jurisdictions and tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings. The effective tax rate of (40.2)% varies from the statutory rate primarily due to the impact of tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted in the U.S. The Act includes a broad range of tax reform provisions, including extending and modifying various provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework 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 Company is evaluating the potential impacts of the Act on its consolidated financial statements and does not expect the Act to have a material impact on 2025 and does not anticipate a material impact in 2026, based on the guidance issued to date.

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)

(13) Segment Reporting

Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer.

The Company has three reportable segments, Control Devices, Electronics and Stoneridge Brazil, which also represent its operating segments. The Control Devices reportable segment produces actuators, sensors, switches and connectors. The Electronics reportable segment produces advanced driver information solutions, vision systems, connectivity and compliance solutions and control modules. The Stoneridge Brazil reportable segment designs and manufactures vehicle tracking devices and monitoring services, driver information systems, vehicle security alarms and convenience accessories telematics solutions and multimedia devices.

The accounting policies of the Company’s reportable segments are the same as those described in Note 2, “Summary of Significant Accounting Policies” of the Company’s 2024 Form 10-K. The Company’s management evaluates the performance of its reportable segments based primarily on revenues from external customers, operating income and capital expenditures. Inter-segment sales are accounted for on terms similar to those to third parties and are eliminated upon consolidation.

The Company's management, including the CODM, utilizes operating income as the key performance measure of segment profitability to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the financial performance of the Company's operating segments. The CODM regularly evaluates budget-to-actual and period-over-period variances for this metric when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses operating income in evaluating the operating performance of each segment and as part of determining the compensation of the segment managers and certain other employees. COGS and D&D are the significant expenses regularly reviewed by the CODM. Other segment costs primarily include SG&A items.

The financial information presented below is for our three reportable operating segments and includes adjustments for unallocated corporate costs and intercompany eliminations, where applicable. Such costs and eliminations do not meet the requirements for being classified as an operating segment. Unallocated Corporate costs include various support functions, such as accounting/finance, executive administration, human resources, information technology and legal as well as share-based compensation.

A summary of financial information by reportable segment is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net Sales:
Control Devices	$	71,629	$	73,129	$	210,873	$	230,186
Inter-segment sales	875		1,160		2,642		2,946
Control Devices net sales	72,504		74,289		213,515		233,132
Electronics	121,496		127,483		398,960		422,777
Inter-segment sales	6,542		8,184		19,162		22,492
Electronics net sales	128,038		135,667		418,122		445,269
Stoneridge Brazil	17,142		13,219		46,276		37,084
Inter-segment sales	1,720		411		2,267		610
Stoneridge Brazil net sales	18,862		13,630		48,543		37,694
Eliminations	(9,137)		(9,755)		(24,071)		(26,048)
Total net sales	$	210,267	$	213,831	$	656,109	$	690,047

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Cost of Goods Sold:
Control Devices	$	60,928	$	60,319	$	176,537	$	190,369
Electronics	96,835		101,291		313,854		331,074
Stoneridge Brazil	9,387		7,702		27,611		21,840
Unallocated Corporate (A)	348		28		103		176
Total cost of goods sold	$	167,498	$	169,340	$	518,105	$	543,459

Design and Development:
Control Devices	$	3,930	$	5,047	$	11,928	$	14,998
Electronics	8,788		11,548		34,235		33,957
Stoneridge Brazil	612		857		2,106		2,445
Unallocated Corporate (A)	1,124		191		2,715		2,303
Total design and development	$	14,454	$	17,643	$	50,984	$	53,703

Other Segment Costs:
Control Devices	$	5,573	$	5,632	$	17,480	$	16,797
Electronics	10,001		11,130		36,755		37,312
Stoneridge Brazil	4,459		3,943		12,321		11,920
Unallocated Corporate (A)	11,561		5,828		29,569		22,803
Total other segment costs	$	31,594	$	26,533	$	96,125	$	88,832

Operating (Loss) Income:
Control Devices	$	1,198	$	2,131	$	4,929	$	8,020
Electronics	5,871		3,514		14,115		20,434
Stoneridge Brazil	2,684		717		4,238		880
Unallocated Corporate (A)	(13,032)		(6,047)		(32,387)		(25,281)
Total operating (loss) income	$	(3,279)	$	315	$	(9,105)	$	4,053

Depreciation and Amortization:
Control Devices	$	2,962	$	3,152	$	7,414	$	8,821
Electronics	5,002		4,030		12,514		11,794
Stoneridge Brazil	1,199		1,155		3,434		3,652
Unallocated Corporate	339		492		987		1,696
Total depreciation and amortization (B)	$	9,502	$	8,829	$	24,349	$	25,963

Interest Expense (Income), net:
Control Devices	$	(4)	$	9	$	(178)	$	(10)
Electronics	250		283		683		1,387
Stoneridge Brazil	(295)		(204)		(662)		(798)
Unallocated Corporate	3,850		3,516		10,259		10,460
Total interest expense, net	$	3,801	$	3,604	$	10,102	$	11,039

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Capital Expenditures:
Control Devices	$	1,459	$	2,914	$	3,618	$	6,018
Electronics	1,660		1,298		6,580		5,652
Stoneridge Brazil	2,243		484		2,939		2,223
Corporate (C)	552		212		833		972
Total capital expenditures	$	5,914	$	4,908	$	13,970	$	14,865


	September 30, 2025		December 31, 2024
Total Assets:
Control Devices	$	132,302	$	136,028
Electronics	385,113		365,226
Stoneridge Brazil	62,060		48,280
Corporate (C)	448,440		471,793
Eliminations	(395,836)		(399,771)
Total assets	$	632,079	$	621,556

The following tables present net sales and long-term assets for each of the geographic areas in which the Company operates:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net Sales:
United States	$	96,992	$	109,395	$	302,634	$	349,025
North America	$	96,992	$	109,395	$	302,634	$	349,025
Brazil	17,142		13,219		46,276		37,084
South America	$	17,142	$	13,219	$	46,276	$	37,084
Sweden	31,999		33,215		106,348		117,208
Estonia	29,167		23,477		94,601		80,504
Netherlands	22,667		19,863		68,079		61,249
Other Europe	959		1,196		2,955		5,778
China	11,341		13,466		35,216		39,199
Europe and Other	$	96,133	$	91,217	307,199		303,938
Total net sales	$	210,267	$	213,831	$	656,109	$	690,047

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STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data, unless otherwise stated)

(Unaudited)


	September 30, 2025		December 31, 2024
Long-term Assets:
United States	$	84,326	$	90,111
Mexico	9,047		5,254
North America	$	93,373	$	95,365
Brazil	28,898		25,222
South America	$	28,898	$	25,222
Sweden	36,321		32,918
Estonia	11,093		8,363
Netherlands	62,090		57,677
Other Europe	531		653
China	15,458		13,844
Europe and Other	$	125,493	$	113,455
Total long-term assets	$	247,764	$	234,042

__________________________________________________________

(A)Unallocated Corporate expenses include, among other items, accounting/finance, human resources, information technology and legal costs as well as share-based compensation.

(B)These amounts represent depreciation and amortization on property, plant and equipment and certain intangible assets.

(C)Assets located at Corporate consist primarily of cash, intercompany loan receivables, fixed assets for the corporate headquarter building, leased assets, information technology assets, equity investments and investments in subsidiaries.

(14) Investments

In December 2018, the Company entered into an agreement to make a $10,000 investment in a fund (“Autotech Fund II”) managed by Autotech Ventures (“Autotech”), a venture capital firm focused on ground transportation technology which is accounted for under the equity method of accounting. The Company’s $10,000 investment in the Autotech Fund II will be contributed over the expected ten-year life of the fund. The Company has contributed $9,230 to the Autotech Fund II as of September 30, 2025. The Company contributed $280 and $260 to Autotech Fund II during the nine months ended September 30, 2025 and 2024, respectively. The Company received distributions of $8 and $0 from Autotech Fund II during the nine months ended September 30, 2025 and 2024, respectively. The Company has a 6.7% interest in Autotech Fund II. The Company recognized losses of $220 and $752 during the three months ended September 30, 2025 and 2024, respectively. The Company recognized (gains) losses of $(124) and $1,081 during the nine months ended September 30, 2025 and 2024, respectively. The Autotech Fund II investment recorded in investments and other long-term assets in the condensed consolidated balance sheets was $8,126 and $7,730 as of September 30, 2025 and December 31, 2024, respectively.

(15) Subsequent Events

Credit Facility Amendment

On November 5, 2025, the Company entered into Amendment No. 2 to the Credit Facility. Refer to Note 7 of the condensed consolidated financial statements for details regarding this amendment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

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

Segments

We are organized by products produced and markets served. Under this structure, our operations have been reported using the following segments:

Control Devices. This segment includes results of operations that manufacture actuators, sensors, switches and connectors.

Electronics. This segment includes results of operations from the production of advanced driver information solutions, vision systems, connectivity and compliance solutions and control modules.

Stoneridge Brazil. 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.

Third Quarter Overview

The Company had net loss of $9.4 million, or $(0.34) per diluted share, for the three months ended September 30, 2025.

Net loss for the quarter ended September 30, 2025 increased by $2.3 million, or $(0.08) per diluted share, from net loss of $7.1 million, or $(0.26) per diluted share, for the three months ended September 30, 2024. Net sales decreased by $3.6 million, or 1.7%, compared to the three months ended September 30, 2024, from lower production volumes in our North American and European commercial vehicle markets in our Electronics segment and lower production volumes in our China automotive market in our Control Devices segment. These decreases were offset by higher European off-highway sales in our Electronics segment, OEM product sales at Stoneridge Brazil and North American and China commercial vehicle sales in our Control Devices segment. Net sales were also favorably impacted by foreign exchange translation in our Electronics segment. Gross margin as a percent of sales for the quarter ended September 30, 2025 decreased to 20.3% from 20.8% for the three months ended September 30, 2024 due to generally lower contribution from lower sales mostly in our Electronics segment. SG&A expense increased because of higher professional services related to our ongoing review of strategic alternatives for Control Devices, as announced in the second quarter of 2025, which were mostly offset by lower D&D expense from higher customer reimbursements in our Electronics segment. In addition, non-operating foreign currency losses unfavorably impacted results for the quarter ending September 30, 2025.

Our Control Devices segment net sales decreased by 2.1% compared to the third quarter of 2024 as a result of decreases in our China and North American automotive markets, including the impact of end-of-life production for an actuator product in North America. These decreases were offset by sales increases in our North American and China commercial vehicle markets. Segment gross margin as a percentage of sales decreased due to unfavorable leverage of fixed costs from lower sales levels and higher overhead spending for tariffs. Segment operating income decreased due to lower gross margin partially offset by lower D&D spending.

Our Electronics segment net sales decreased by 4.7% compared to the third quarter of 2024 primarily due to lower production volumes in our North American and European commercial vehicle markets. These decreases were offset by higher sales in our European off-highway vehicle market and a favorable impact of foreign currency translation. Segment gross margin as a percent of sales decreased compared to the prior year third quarter from lower contribution from lower sales levels, higher business realignment costs and higher overhead spending, including tariff costs and depreciation, offset by lower direct material costs as a percentage of sales due to favorable sales mix. Operating income for the segment increased compared to the third quarter of 2024 because of lower SG&A expense resulting from a royalty liability adjustment and lower D&D expense from higher customer reimbursements partially offset by lower contribution from lower sales levels.

Our Stoneridge Brazil segment net sales increased by 29.7% compared to the third quarter of 2024 primarily from higher OEM product sales. Operating income increased due to higher contribution from higher sales levels.

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In the third quarter of 2025, SG&A expenses increased by $5.1 million compared to the third quarter of 2024 driven primarily by higher professional services for the previously announced review of strategic alternatives related to the Control Devices segment, higher incentive compensation and higher wages offset by a royalty liability adjustment and a 2024 non-recurring commercial settlement gain.

In the third quarter of 2025, D&D costs decreased by $3.2 million compared to the prior year third quarter from lower expense in our Electronics segment as a result of higher customer reimbursements offset by higher business realignment costs mostly in unallocated corporate.

At September 30, 2025 and December 31, 2024, we had cash and cash equivalents balances primarily held at our foreign locations of $54.0 million and $71.8 million, respectively, and we had $170.2 million and $201.6 million, respectively, in borrowings outstanding on our Credit Facility. 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.

Outlook

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. Expanding on our existing product portfolio and technology platforms with advanced capabilities, applications and data services is core to our long-term strategy. We are continuing to develop safety, vehicle intelligence and connectivity based products, such as our OEM MirrorEye® programs in North America and Europe. As a result of executing our long-term strategy, we have received significant new OEM program awards in all of our segments in 2025.

In April 2025, the U.S. government announced additional tariffs on various goods imported to the U.S. and other countries announced reciprocal tariffs on goods imported to such countries, including goods used by or manufactured by the Company. Some of these additional tariffs have been implemented and others have been conditionally paused, and it is reasonably possible that new or additional tariffs will be periodically announced given the current global trade environment. We continue to monitor and evaluate the direct and indirect impacts of these tariffs as well as heightened global trade disputes.

Our business model of manufacturing by regions for the regions limits the global impact of certain trade restrictions and tariffs. Our primary tariff exposure relates to our Mexico and Brazilian operations that sell products into the U.S., most of which are exempt under the provisions of the United States-Mexico-Canada Agreement. Further, the majority of our supply components are not subject to the additional tariffs or are compliant with exceptions. We are taking and will continue to take actions to mitigate any direct and indirect impacts of new or additional tariffs, including directly or indirectly passing the additional costs through to our customers. However, these matters are changing rapidly and there is significant uncertainty as to how long and to what degree that the Company and the global transportation industry will be impacted by these new or additional tariffs, the adverse global trade environment, and the resulting economic uncertainty.

In addition to tariffs, the U.S. and foreign governments have implemented sanctions, export controls and other restrictions on trade that impact industries around the world, including the automotive industry. For example, China recently implemented restrictions on the export of rare earth materials originating in China (some of which have since been paused for one year), as well as restrictions on the export of certain semiconductors and other electronic components that are used by us and throughout the automotive industry. We are monitoring the potential disruption to automotive industry supply chains as a result of these actions.

Based on IHS Market production forecasts, the North American automotive market is expected to decrease from 15.4 million units in 2024 to 15.1 million units in 2025. In our Control Devices segment, we remain focused on drivetrain agnostic technologies to drive new business awards as the market continues to evolve. However, we expect lower sales in 2025 related to both lower automotive market production levels and the impact of lower end-of-life production for an actuator product. We expect continued volatility in our end markets as uncertainty remains related to the market’s response to tariff policies. We continue to focus on operational excellence and enterprise-wide cost reduction, including material cost reduction plans, to continue to drive margin improvement going-forward.

Based on the IHS Market 2025 production forecasts published in November 2025, the European and North American commercial vehicle end market volumes are forecasted to decrease 6.4% and 27.7%, respectively. In 2025 and over the long-term, we expect our Electronics’ segment sales to outperform forecasted changes in production volumes due to the impact of ongoing launches of our OEM MirrorEye programs in North America and Europe. We expect continued growth in MirrorEye as we launch and ramp up new and existing OEM programs in both North America and Europe, and MirrorEye systems becomes standard on key truck platforms for existing OEM programs.

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In 2025, we expect net D&D spend to decrease driven by a shift to spending for the development of next generation products, opposed to 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, including increasing the utilization of our Stoneridge Brazil engineering resources to support Electronics segment projects.

In October 2025, the International Monetary Fund forecasted the Brazil gross domestic product to grow 2.4% in 2025, a decline from forecasted growth of 3.0% in 2024. We expect our served market channels to remain relatively stable in 2025 based on current market and economic conditions. However, we expect Stoneridge Brazil's OEM channel sales to continue to grow significantly based on the ramp-up of existing programs and new awards. As we continue to align our global engineering capabilities and footprint, we expect to further expand our Brazilian engineering center.

While we expect continued challenges across our end markets in 2025, we will continue to focus on overall operating cost improvement and operational execution to drive contribution margin and focus on inventory reduction to improve our cash position and reduce our leverage profile.

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

Other Matters

A significant portion of our sales are outside of the United States. These sales are generated by our non-U.S. based operations, and therefore, movements in foreign currency exchange rates can have a significant effect on our results of operations, which are presented in U.S. dollars. A significant portion of our raw materials purchased by our Electronics and Stoneridge Brazil segments are denominated in U.S. dollars, and therefore movements in foreign currency exchange rates can also have a significant effect on our results of operations. In the third quarter of 2025, the U.S. Dollar weakened against the euro, Mexican peso and Swedish krona unfavorably impacting our reported results.

We regularly evaluate the performance of our businesses and their cost structures, including personnel, and make necessary changes thereto to optimize our results. We also evaluate the required skill sets of our personnel and periodically make strategic changes. Because of these actions, we incur severance and resignation related costs that we refer to as business realignment charges. Business realignment costs of $2.1 million and $0.3 million were incurred in the three months ended September 30, 2025 and 2024, respectively. We incurred $1.0 million and $4.0 million in business realignment costs in the three and nine months ended September 30, 2025, respectively, 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. We may incur additional realignment costs in the future.

In the second quarter of 2025, we announced a strategic review of the Control Devices segment with the intent to sell the segment. We have incurred incremental costs with third-party advisors of $3.7 million and $4.7 million in the three and nine months ended September 30, 2025. We expect to incur additional costs as we continue to evaluate strategic alternatives.

Because of the competitive nature of the markets we serve, we face pricing pressures from our customers in the ordinary course of business. In response to these pricing pressures we have been able to effectively manage our production costs by the combination of lowering certain costs and limiting the increase of others, the net impact of which to date has not been material. However, if we are unable to effectively manage production costs in the future to mitigate future pricing pressures, our results of operations would be adversely affected.

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Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Condensed consolidated statements of operations as a percentage of net sales are presented in the following table (in thousands):


Three months ended September 30,	2025				2024				Dollar increase (decrease)
Net sales	$	210,267	100.0	%	$	213,831	100.0	%	$	(3,564)
Costs and expenses:
Cost of goods sold	167,498		79.7		169,340		79.2		(1,842)
Selling, general and administrative	31,594		15.0		26,533		12.4		5,061
Design and development	14,454		6.9		17,643		8.3		(3,189)
Operating (loss) income	(3,279)		(1.6)		315		0.1		(3,594)
Interest expense, net	3,801		1.8		3,604		1.7		197
Equity in loss of investee	220		0.1		752		0.4		(532)
Other expense (income), net	2,414		1.1		(384)		(0.2)		2,798
Loss before income taxes	(9,714)		(4.6)		(3,657)		(1.7)		(6,057)
(Benefit) provision for income taxes	(343)		(0.2)		3,413		1.6		(3,756)
Net loss	$	(9,371)	(4.5)	%	$	(7,070)	(3.3)	%	$	(2,301)

Net Sales. Net sales for our reportable segments, excluding inter-segment sales, are summarized in the following table (in thousands):


Three months ended September 30,	2025				2024				Dollar increase (decrease)		Percent increase (decrease)
Control Devices	$	71,629	34.1	%	$	73,129	34.2	%	$	(1,500)	(2.1)	%
Electronics	121,496		57.7		127,483		59.6		(5,987)		(4.7)	%
Stoneridge Brazil	17,142		8.2		13,219		6.2		3,923		29.7	%
Total net sales	$	210,267	100.0	%	$	213,831	100.0	%	$	(3,564)	(1.7)	%

Our Control Devices segment net sales decreased $1.5 million because of decreases in our China and North American automotive markets of $2.1 million and $0.8 million, respectively, including the impact of end-of-life production for an actuator product in North America. These decreases were offset by increases in our North American and China commercial vehicle markets of $0.7 million and $0.3 million, respectively.

Our Electronics segment net sales decreased $6.0 million because of lower customer production volumes in our North American and European commercial vehicle markets of $14.5 million and $2.6 million respectively. These decreases were offset by an increase in our European off-highway vehicle market of $5.3 million. Net sales in the third quarter of 2025 were favorably impacted by euro and Swedish krona foreign currency translation of $5.7 million compared to the prior year quarter.

Our Stoneridge Brazil segment net sales increased $3.9 million from higher OEM product sales.

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


Three months ended September 30,	2025				2024				Dollar increase (decrease)		Percent increase (decrease)
North America	$	96,992	46.1	%	$	109,395	51.2	%	$	(12,403)	(11.3)	%
South America	17,142		8.2		13,219		6.2		3,923		29.7	%
Europe and Other	96,133		45.7		91,217		42.7		4,916		5.4	%
Total net sales	$	210,267	100.0	%	$	213,831	100.0	%	$	(3,564)	(1.7)	%

The decrease in North American net sales was mostly attributable to a decrease in sales volume in our commercial vehicle market of $13.8 million.

The increase in net sales in South America was from higher OEM product sales of $4.4 million.

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The increase in net sales in Europe and Other was due to increases in volumes in our European off-highway and China commercial vehicle markets of $5.3 million and $0.5 million, respectively, offset by decreases in our European commercial vehicle and China automotive markets of $2.6 million and $2.1 million, respectively. Net sales were also impacted by a favorable foreign currency translation of $5.7 million.

Cost of Goods Sold and Gross Margin. Cost of goods sold decreased compared to the third quarter of 2024 and our gross margin decreased to 20.3% in the third quarter of 2025 from 20.8% in the third quarter of 2024. Our material cost as a percentage of net sales decreased to 55.1% in the third quarter of 2025 from 57.2% in the third quarter of 2024. The decrease in material cost percentage was due to favorable sales mix mostly in our Electronics segment. Overhead as a percentage of net sales increased from 17.3% in the third quarter of 2024 to 19.7% in the third quarter of 2025 due to unfavorable leverage of fixed costs, higher tariffs, depreciation and business realignment costs in our Electronics and Control Devices segments.

Our Control Devices segment gross margin decreased because of lower contribution from lower sales levels and higher overhead costs for tariffs.

Our Electronics segment gross margin as a percent of sales decreased compared to the prior year third quarter from lower contribution from lower sales levels and higher overhead spending including tariff costs, depreciation and business realignment offset by lower direct material costs as a percentage of sales from favorable sales mix.

Our Stoneridge Brazil segment gross margin as a percent of sales increased from the favorable leverage of fixed costs due to higher OEM product sales levels.

Selling, General and Administrative. SG&A expenses increased by $5.1 million primarily because of higher professional services for review of strategic alternatives, higher incentive compensation and higher wages which were partially offset by a non-recurring royalty liability adjustment and a 2024 non-recurring commercial settlement gain.

Design and Development. D&D costs decreased by $3.2 million compared to the third quarter of 2024 from lower expense in our Electronics segment as a result of higher customer reimbursements offset by higher business realignment costs mostly in unallocated corporate of $0.6 million.

Operating (Loss) Income. Operating (loss) income by segment is summarized in the following table (in thousands):


Three months ended September 30,	2025		2024		Dollar increase (decrease)		Percent increase (decrease)
Control Devices	$	1,198	$	2,131	$	(933)	(43.8)	%
Electronics	5,871		3,514		2,357		67.1
Stoneridge Brazil	2,684		717		1,967		274.3
Unallocated corporate	(13,032)		(6,047)		(6,985)		(115.5)
Operating (loss) income	$	(3,279)	$	315	$	(3,594)	(1141.0)	%

Our Control Devices segment operating income decreased because of lower contribution from lower sales levels and higher overhead costs for tariffs offset by lower D&D spending.

Our Electronics segment operating income increased because of lower D&D expense from higher customer reimbursements and lower SG&A expense from a royalty liability adjustment partially offset by lower contribution from lower sales levels.

Our Stoneridge Brazil segment operating income increased due to higher contribution from higher OEM sales levels.

Our unallocated corporate operating loss increased from higher SG&A related to higher professional services for review of strategic alternatives and higher incentive compensation as well as higher D&D related to higher business realignment costs and professional services.

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


Three months ended September 30,	2025		2024		Dollar increase (decrease)		Percent increase (decrease)
North America	$	(14,377)	$	(5,130)	$	(9,247)	(180.3)	%
South America	2,684		717		1,967		(274.3)
Europe and Other	8,414		4,728		3,686		78.0
Operating (loss) income	$	(3,279)	$	315	$	(3,594)	(1141.0)	%

Our North American operating loss increased due to lower contribution from lower sales levels, higher SG&A for professional services and incentive compensation and D&D spending. Operating income in South America increased due to higher contribution from higher OEM sales levels. Our operating results in Europe and Other increased because of lower D&D expense from higher customer reimbursements, lower SG&A expense from a royalty liability adjustment partially offset by lower gross margin.

Interest Expense, net. Interest expense, net was $3.8 million and $3.6 million for the three months ended September 30, 2025 and 2024, respectively. The increase for the quarter ended September 30, 2025, was the result of higher Credit Facility interest rates being offset by lower outstanding Credit Facility borrowings.

Equity in Loss of Investee. Equity loss for Autotech Fund II was $0.2 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively.

Other Expense (Income), net. We record certain foreign currency transaction (gains) losses as a component of other expense (income), net on the condensed consolidated statement of operations. Other expense, net of $2.4 million increased by $2.8 million compared to the third quarter of 2024 due to foreign currency transaction losses in our Electronics and Control Devices segments from the weakening of the U.S. dollar.

(Benefit) Provision for Income Taxes. For the three months ended September 30, 2025, income tax benefit of $0.3 million was attributable to the mix of earnings among tax jurisdictions and tax credits and incentives offset by U.S. taxes on foreign earnings. The effective tax rate of 3.5% varies from the statutory tax rate primarily due to tax credits and incentives offset by U.S. taxes on foreign earnings.

For the three months ended September 30, 2024, income tax expense of $3.4 million was attributable to the mix of earnings among tax jurisdictions and tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings. The effective tax rate of (93.3)% varies from the statutory tax rate primarily due to the impact of tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings.

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Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Condensed consolidated statements of operations as a percentage of net sales are presented in the following table (in thousands):


Nine months ended September 30,	2025				2024				Dollar increase / (decrease)
Net sales	$	656,109	100.0	%	$	690,047	100.0	%	$	(33,938)
Costs and expenses:
Cost of goods sold	518,105		79.0		543,459		78.8		(25,354)
Selling, general and administrative	96,125		14.7		88,832		12.9		7,293

Design and development	50,984		7.8		53,703		7.8		(2,719)
Operating (loss) income	(9,105)		(1.5)		4,053		0.5		(13,158)
Interest expense, net	10,102		1.5		11,039		1.6		(937)
Equity in (earnings) loss of investee	(124)		—		1,081		0.2		(1,205)
Other expense (income), net	5,378		0.9		(644)		—		6,022
Loss before income taxes	(24,461)		(3.9)		(7,423)		(1.3)		(17,038)
Provision for income taxes	1,465		0.2		2,987		0.4		(1,522)
Net loss	$	(25,926)	(4.1)	%	$	(10,410)	(1.7)	%	$	(15,516)

Net Sales. Net sales for our reportable segments, excluding inter-segment sales, are summarized in the following table (in thousands):


Nine months ended September 30,	2025				2024				Dollar increase (decrease)		Percent increase (decrease)
Control Devices	$	210,873	32.1	%	$	230,186	33.3	%	$	(19,313)	(8.4)	%
Electronics	398,960		60.8		422,777		61.3		(23,817)		(5.6)	%
Stoneridge Brazil	46,276		7.1		37,084		5.4		9,192		24.8	%
Total net sales	$	656,109	100.0	%	$	690,047	100.0	%	$	(33,938)	(4.9)	%

Our Control Devices segment net sales decreased $19.3 million because of decreases in our North American automotive market of $15.3 million including the impact of end-of-life production for an actuator product as well as a decrease in our China automotive market of $3.8 million.

Our Electronics segment net sales decreased $23.8 million because of lower customer production volumes in our North American and European commercial vehicle markets of $30.4 million and $6.2 million, respectively, partially mitigated by higher MirrorEye sales, including the ramp-up of a recently launched European OEM program and higher aftermarket sales for our next generation tachograph. We also experienced lower sales volumes in our North American off-highway vehicle market of $2.4 million. These decreases were partially offset by an increase in our European off-highway market of $5.6 million. Net sales in 2025 were favorably impacted by euro and Swedish krona foreign currency translation of $9.9 million compared to the prior year.

Our Stoneridge Brazil segment net sales increased from higher OEM product sales of $12.6 million partially offset by lower original equipment services sales of $0.8 million and unfavorable foreign currency translation of $2.5 million.

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


Nine months ended September 30,	2025				2024				Dollar increase (decrease)		Percent increase (decrease)
North America	$	302,634	46.1	%	$	349,025	50.6	%	$	(46,391)	(13.3)	%
South America	46,276		7.1		37,084		5.4		9,192		24.8	%
Europe and Other	307,199		46.9		303,938		44.0		3,261		1.1	%
Total net sales	$	656,109	100.0	%	$	690,047	100.0	%	$	(33,938)	(4.9)	%

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The decrease in North American net sales was mostly attributable to a decrease in customer production volumes in our commercial vehicle, automotive and off-highway markets of $28.5 million, $15.3 million and $4.1 million, respectively. The decrease in our North American automotive market was primarily caused by lower customer volumes and the impact of end-of-life production of an actuator product.

The increase in net sales in South America was from higher OEM product sales of $12.6 million partially offset by lower OE services sales of $0.8 million and unfavorable foreign currency translation of $2.5 million.

The increase in net sales in Europe and Other was due to increases in customer production volumes in our European off-highway and China commercial vehicle markets of $5.6 million and $0.5 million, respectively, offset by decreases in our European commercial vehicle and China automotive markets of $6.2 million and $3.8 million, respectively. Net sales were also impacted by a favorable foreign currency translation of $9.8 million.

Cost of Goods Sold and Gross Margin. Cost of goods sold decreased compared to the nine months ended September 30, 2024 and our gross margin decreased to 21.0% in 2025 from 21.2% in the first nine months 2024. Our material cost as a percentage of net sales decreased from 57.3% in the first nine months of 2024 to 56.2% in the first nine months of 2025. The decrease in material cost percentage was due to lower material costs from favorable foreign exchange related variances. Overhead as a percentage of net sales was 18.0% and 16.7% for the first nine months of 2025 and 2024, respectively. The increase in overhead as a percentage of sales was attributable to unfavorable fixed cost leverage from lower sales levels, higher tariffs and higher business realignment costs of $2.2 million.

Our Control Devices segment gross margin decreased primarily because of lower contribution from lower sales and higher business realignment costs of $0.5 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 $1.7 million.

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 $7.3 million because of higher professional services for review of strategic alternatives, business realignment costs of $1.4 million, incentive compensation and wages which partially offset by a non-recurring royalty liability adjustment.

Design and Development. D&D costs decreased by $2.7 million from lower spending in our Control Devices segment for wage and fringe costs. D&D spending in our Electronics segment was consistent with the prior year as lower spending on wages and fringe was offset by lower capitalized software development costs and customer reimbursements.

Operating (Loss) Income. Operating (loss) income by segment is summarized in the following table (in thousands):


Nine Months Ended September 30, 2025	2025		2024		Dollar increase (decrease)		Percent increase (decrease)
Control Devices	$	4,929	$	8,020	$	(3,091)	(38.5)	%
Electronics	14,115		20,434		(6,319)		(30.9)	%
Stoneridge Brazil	4,238		880		3,358		381.6	%
Unallocated corporate	(32,387)		(25,281)		(7,106)		(28.1)	%
Operating (loss) income	$	(9,105)	$	4,053	$	(13,158)	324.6	%

Our Control Devices segment operating income decreased because of lower contribution from lower sales levels, higher business realignment costs of $0.9 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 $1.7 million.

Our Stoneridge Brazil segment operating income increased due to higher Stoneridge Brazil OEM product sales levels.

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

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


Nine Months Ended September 30, 2025	2025		2024		Dollar increase (decrease)		Percent increase (decrease)
North America	$	(36,826)	$	(17,895)	$	(18,931)	(105.8)	%
South America	$	4,238	880		3,358		381.6	%
Europe and Other	$	23,483	21,068		2,415		11.5	%
Operating (loss) income	$	(9,105)	$	4,053	$	(13,158)	324.6	%

Our North American operating loss increased due to lower contribution from lower sales levels and higher business realignment costs offsetting lower D&D spending. Operating income in South America increased due to higher Stoneridge Brazil OEM product sales levels. Our operating results in Europe and Other increased because of higher 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 was $10.1 million and $11.0 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease was the result of lower outstanding Credit Facility borrowings and interest rates.

Equity in (Earnings) Loss of Investee. Equity (earnings) loss for Autotech Fund II was $(0.1) million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Other Expense (Income), net. We record certain foreign currency transaction (gains) losses as a component of other expense (income), net on the condensed consolidated statement of operations. Other expense, net of $5.4 million increased by $6.0 million compared to the first nine months of 2024 due to the impact of unfavorable foreign currency movements in our Electronics and Control Devices segments from the weakening of the U.S. dollar.

Provision for Income Taxes. For the nine months ended September 30, 2025, income tax expense of $1.5 million was attributable to the mix of earnings among tax jurisdictions and tax credits and incentives offset by U.S. taxes on foreign earnings. The effective tax rate of (6.0%) varies from the statutory tax rate primarily due to tax credits and incentives offset by U.S. taxes on foreign earnings.

For the nine months ended September 30, 2024, income tax expense of $3.0 million was attributable to the mix of earnings among tax jurisdictions and tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings. The effective tax rate of (40.2)% varies from the statutory tax rate primarily due to the impact of tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings.

Liquidity and Capital Resources

Summary of Cash Flows:


Nine Months Ended September 30, 2025	2025		2024
Net cash provided by (used for):
Operating activities	$	25,192	$	28,517
Investing activities	(15,587)		(18,997)
Financing activities	(34,640)		4,133
Effect of exchange rate changes on cash and cash equivalents	7,191		(356)
Net change in cash and cash equivalents	$	(17,844)	$	13,297

Cash provided by operating activities decreased compared to 2024 because of a higher net loss which was partially offset by cash provided 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 2024 due to lower capitalized software development costs and capital expenditures.

Net cash used for financing activities increased compared to 2024 due to an increase in Credit Facility repayments from the repatriation of $43.8 million in cash held at foreign locations, net of borrowings.

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As outlined in Note 7 to our condensed consolidated financial statements, the Credit Facility permits borrowing up to a maximum level of $275.0 million. This variable rate facility has an accordion feature which allows the Company to increase its availability by up to $150.0 million upon the satisfaction of certain conditions and lender consent through its expiration in November 2026. 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. The Credit Facility also contains affirmative and negative covenants and events of default that are customary for credit arrangements of this type including covenants that place restrictions and/or limitations on the Company’s ability to borrow money, make capital expenditures and pay dividends. The Credit Facility had an outstanding balance of $170.2 million at September 30, 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, defined as 100% of North American and 65% of foreign cash balances, cannot exceed $70.0 million;

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

•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.

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

•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; and

•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.

Our Credit Facility matures on November 2, 2026, which is within twelve months of the issuance of the accompanying unaudited condensed consolidated financial statements, and will become current in the fourth quarter of 2025. The Company expects to refinance its Credit Facility. While there can be no assurance that the Company will refinance the current Credit Facility, the Company anticipates that the refinancing will occur prior to the issuance of the financial statements for the year ending December 31, 2025. To the extent the Company is not able to refinance its Credit Facility prior to the issuance of the financial statements for the year ended December 31, 2025, our independent auditors may issue an audit opinion including an explanatory paragraph that indicates there is substantial doubt about our ability to continue as a going concern which would breach a covenant under our Credit Facility which, unless cured, would constitute an event of default thereunder. In such a case, the Company would not expect that it would have sufficient liquidity to repay all of its outstanding indebtedness at such time.

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The Company was in compliance with all covenants at September 30, 2025 and December 31, 2024. The Company has not experienced a violation that would limit the Company’s ability to borrow under the Credit Facility, as amended, and does not expect that the covenants under it will restrict the Company’s financing flexibility. However, it is possible that future borrowing flexibility under the Credit Facility may be limited as a result of lower than expected financial performance due to the adverse impact of significantly lower global demand in our markets and challenging macroeconomic conditions. 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.

The Company’s wholly owned subsidiary located in Stockholm, Sweden, has an overdraft credit line that allows overdrafts on the subsidiary’s bank account up to a daily maximum level of 20.0 million Swedish krona, or $2.1 million and $1.8 million at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025 there was 8.9 million Swedish krona, or $0.9 million outstanding on this overdraft credit line. At December 31, 2024 there were no borrowings outstanding on this overdraft credit line. During the nine months ended September 30, 2025, the subsidiary borrowed 153.8 million Swedish krona, or $16.4 million and repaid 144.9 million Swedish krona, or $15.4 million. 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, has lines of credit that allow up to a maximum borrowing level of 50.0 million Chinese yuan, or $7.0 million at September 30, 2025 and 20,000 Chinese yuan, or $2.7 million at December 31, 2024. At September 30, 2025 and December 31, 2024 there were no borrowings outstanding on the Suzhou credit lines. In addition, the Suzhou subsidiary has a bank acceptance draft line of credit which 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 $4.2 million at September 30, 2025. At September 30, 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, a venture capital firm focused on ground transportation technology. The Company’s $10.0 million investment in the Autotech Fund II will be contributed over the expected ten-year life of the fund. As of September 30, 2025, the Company’s cumulative investment in the Autotech Fund II was $9.2 million. The Company contributed $0.3 million and $0.3 million to Autotech Fund II during the nine months ended September 30, 2025 and September 30, 2024, respectively.

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. Currently, we have foreign currency forward contracts in place for Mexican pesos. See Note 5 to the condensed consolidated financial statements for additional details. Our future results could also be unfavorably affected by increased commodity prices and material cost inflation as these fluctuations impact the cost of our raw material purchases.

At September 30, 2025, we had a cash and cash equivalents balance of approximately $54.0 million, of which 86.7% was held in foreign locations. The Company has approximately $104.8 million of undrawn commitments under the Credit Facility as of September 30, 2025, which results in total undrawn commitments and cash balances of more than $158.8 million. However, it is possible that future borrowing flexibility under our Credit Facility may be limited as a result of our financial performance.

The principal sources of liquidity available for our future cash requirements are expected to be (i) cash flows from operations, (ii) cash and cash equivalents on-hand and (iii) borrowings from our Credit Facility. We believe that our overall liquidity and operating cash flow will be sufficient to meet our anticipated cash requirements for capital expenditures, working capital and other commitments during the next twelve months. While uncertainty surrounding the current economic environment could adversely impact our business, based on our current financial position, we believe it is unlikely that any such effects would preclude us from maintaining sufficient liquidity.

Commitments and Contingencies

See Note 10 to the condensed consolidated financial statements for disclosures of the Company’s commitments and contingencies.

Seasonality

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. 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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Critical Accounting Policies and Estimates

The Company’s critical accounting policies, which include management’s best estimates and judgments, are included in Part II, Item 7, to the consolidated financial statements of the Company’s 2024 Form 10-K. These accounting policies are considered critical as disclosed in the Critical Accounting Policies and Estimates section of Management’s Discussion and Analysis of the Company’s 2024 Form 10-K because of the potential for a significant impact on the financial statements due to the inherent uncertainty in such estimates. There have been no material changes in our significant accounting policies or critical accounting estimates during the third quarter of 2025.

Information regarding other significant accounting policies is included in Note 2 to our consolidated financial statements in Item 8 of Part II of the Company’s 2024 Form 10-K.

International Presence

By operating internationally, we are affected by foreign currency exchange rates and the economic conditions of certain countries. Furthermore, given the current economic climate and fluctuations in certain commodity prices, we believe that an increase in such items could significantly affect our profitability. See Note 5 to the condensed consolidated financial statements for additional details on the Company’s foreign currency exchange rate risks.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the quantitative and qualitative information about the Company’s market risk from those previously presented within Part II, Item 7A of the Company’s 2024 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2025, an evaluation was performed under the supervision and with the participation of the Company’s management, including the principal executive officer (“PEO”) and principal financial officer (“PFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the PEO and PFO, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the nine months ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II–OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in certain legal actions and claims primarily arising in the ordinary course of business. We establish accruals for matters that we believe that losses are probable and can be reasonably estimated. Although it is not possible to predict with certainty the outcome of these matters, we do not believe that any of the litigation in which we are currently engaged, either individually or in the aggregate, will have a material adverse effect on our business, consolidated financial position or results of operations. We are subject to litigation regarding civil, labor, regulatory and other tax contingencies in our Stoneridge Brazil segment that we believe the likelihood of loss is reasonably possible, but not probable, although these claims might take years to resolve. We are also subject to product liability and product warranty claims. In addition, if any of our products prove to be defective, we may be required to participate in a government-imposed or customer OEM-instituted recall involving such products. There can be no assurance that we will not experience any material losses related to product liability, warranty or recall claims. See additional details of these matters in Note 10 to the condensed consolidated financial statements.

Item 1A. Risk Factors

There have been no material changes with respect to risk factors previously disclosed in the Company’s 2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not sell any unregistered equity securities during the quarter ended September 30, 2025.

The following table presents information with respect to repurchases of Common Shares made by us during the three months ended September 30, 2025. There were 6,524 Common Shares delivered to us by employees as payment for withholding taxes due upon vesting of performance share awards and share unit awards. These shares were acquired from employees solely to satisfy tax withholding obligations in connection with the vesting of equity awards. These acquisitions were not made pursuant to any publicly announced repurchase plan or program, and the Company did not have any such repurchase plans or programs in effect during the quarter.


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
7/1/25-7/31/25	5,561	$	7.50	N/A	N/A
8/1/25-8/31/25	963	$	8.29	N/A	N/A
9/1/25-9/30/25	—	$	—	N/A	N/A
Total	6,524

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

During the quarter ended September 30, 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.

In addition, during the quarter ended September 30, 2025, the Company did not adopt or terminate any Rule 10b5-1 trading arrangement, as described in Item 408(b) of Regulation S-K.

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Item 6. Exhibits


Exhibit Number	Exhibit

10.1	C hange in Control Agreement , dated August 13, 2025, by and between Stoneridge, Inc. and Rajaey Kased , filed herewith.

10.2	T ransaction Bonus Letter, dated August 13, 2025, by and between Stoneridge, Inc. and Rajaey Kased, filed herewith.

31.1	Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2	Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1	Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.2	Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

	101	XBRL Exhibits:

	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
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	104	The cover page from our Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the Securities and Exchange Commission on November 6, 2025, is formatted in Inline Extensible Business Reporting Language (“iXBRL”)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			STONERIDGE, INC.

Date: November 6, 2025			/s/ James Zizelman
			James Zizelman
			President, Chief Executive Officer and Director
			(Principal Executive Officer)

Date: November 6, 2025			/s/ Matthew R. Horvath
			Matthew R. Horvath
			Chief Financial Officer and Treasurer
			(Principal Financial Officer)

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Date	Price Target	Rating	Analyst
8/3/2023		Mkt Perform → Outperform	Barrington Research
10/13/2021		Outperform → Mkt Perform	Barrington Research

SEC Form 10-Q filed by Stoneridge Inc.

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