0001043337FALSE00010433372025-11-052025-11-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2025
STONERIDGE, INC.
(Exact Name of Registrant as Specified in its Charter)
Ohio001-1333734-1598949
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
39675 MacKenzie Drive, Suite 400, Novi, Michigan 48377
(Address of principal executive offices, and Zip Code)
(248) 489-9300
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, without par valueSRINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyo
If an emerging growth company, indicate by check mark 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


ITEM 1.01    Entry into a Material Definitive Agreement.
On November 5, 2025, the Company entered into Amendment No. 2 to the Fifth Amended and Restated Credit Agreement and Consent Agreement by and among the Company and certain of its subsidiaries as Borrowers, certain of its subsidiaries as Guarantors, PNC Bank, National Association, as Administrative Agent, and the financial parties thereto (the, "Lenders") (“Amendment No. 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.
The description of Amendment No. 2 to the Credit Agreement does not purport to be complete and is qualified in its entirety to the full text of Amendment No. 2 to the Credit Agreement which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
ITEM 2.02    Results of Operations and Financial Condition.
On November 5, 2025, Stoneridge, Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1. On November 6, 2025, members of the Company’s senior management will hold the third quarter 2025 earnings conference call via webcast to discuss the Company’s financial results and the presentation attached hereto as Exhibit 99.2, will accompany management’s comments.

The press release and earnings conference call presentation contain certain non-GAAP financial measures, including Adjusted Gross Profit and Margin, Adjusted Operating Income (Loss) and Margin, Adjusted Income (Loss) Before Tax, Adjusted Tax Expense (Benefit), Adjusted Net Loss, Adjusted Loss per Share (“Adjusted EPS”), Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Free Cash Flow, Net Debt, Adjusted Net Debt, Adjusted Debt and Adjusted Cash (collectively, the “Non-GAAP Financial Measures”). Management believes that the presentation of the Non-GAAP Financial Measures used in the press release and earnings conference call presentation are useful to both management and investors in their analysis of the Company’s financial position, results of operations and expected results of operations because the Non-GAAP Financial Measures facilitate a period to period comparison of operating results by excluding significant unusual, non-recurring items in 2025 and 2024. For 2025, these items relate to after-tax and pre-tax business realignment costs, after-tax and pre-tax strategic review costs, after-tax and pre-tax share-based compensation accelerated vesting and adjustments for debt compliance calculations. For 2024, these items relate to after-tax and pre-tax business realignment costs, after-tax and pre-tax environmental remediation costs, and adjustments for debt compliance calculations. These Non-GAAP Financial Measures, however, should not be considered in isolation or as a substitute for the most comparable GAAP financial measures. Investors are cautioned that non-GAAP financial measures used by the Company may not be comparable to non-GAAP financial measures used by other companies. Adjusted Gross Profit and Margin, Adjusted Operating Income (Loss) and Margin, Adjusted (Income) Loss Before Tax, Adjusted Tax Expense (Benefit), Adjusted Net Loss, Adjusted EPS, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Free Cash Flow, Net Debt, Adjusted Net Debt, Adjusted Debt and Adjusted Cash should not be considered a substitute for Gross Profit, Operating Income (Loss), Income (Loss) Before Tax, Income Tax Expense (Benefit), Net Loss, Loss per Share, Net Cash from Operating Activities, Debt or Cash and Cash Equivalents prepared in accordance with GAAP.


ITEM 7.01    Regulation FD Disclosure.
The information set forth in Item 2.02 above is hereby incorporated herein by reference.
The information in this report, including the press release and the earnings conference call presentation furnished as Exhibits 99.1 and 99.2 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. In addition, the exhibits furnished herewith contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibits.
ITEM 9.01    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)


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 hereunto duly authorized.
Stoneridge, Inc.
Date: November 5, 2025
/s/ Matthew R. Horvath
Matthew R. Horvath
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Exhibit 10.1

AMENDMENT NO. 2 TO
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT AGREEMENT

    This Amendment No. 2 to Fifth Amended and Restated Credit Agreement and Consent Agreement (this “Amendment”), dated as of November 5, 2025, is made by and among STONERIDGE, INC., an Ohio corporation (the “Parent”), STONERIDGE ELECTRONICS, INC., a Texas corporation (“Electronics”), STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation (“Control Devices”), STONERIDGE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, registered with the Dutch Chamber of Commerce under file number 67928471 (“Stoneridge Netherlands”, and together with the Parent, Electronics and Control Devices, the “Borrowers”), STONERIDGE FLEET SOLUTIONS, INC., an Ohio corporation (formerly known as Stoneridge Aftermarket, Inc.) (“Fleet Solutions”), SRI HOLDINGS US LLC, a Delaware limited liability company (“SRI Holdings US”) and SRI DELAWARE HOLDINGS, LLC, a Delaware limited liability company (“SRI Holdings” and, together with Fleet Solutions and SRI Holdings US, the “Guarantors”), the various Lenders (as hereinafter defined) which are a party to this Amendment and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as the administrative agent (in such capacity, the “Administrative Agent”) and the collateral agent (in such capacity, the “Collateral Agent”, and together with the Administrative Agent, the “Agents”).
Recitals:

A.The Borrowers have been extended certain financial accommodations pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of November 2, 2023, as amended by that certain Amendment No. 1 to Fifth Amended and Restated Credit Agreement
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and Waiver dated as of February 26, 2025 (as amended, supplemented, amended and restated or otherwise modified from time to time, including as amended hereby, the “Credit Agreement”), among the Borrowers, the Guarantors party thereto from time to time, the financial institutions party thereto from time to time, as lenders (the “Lenders”) and the Administrative Agent;
B.The Parent intends to enter into an agreement pursuant to which the Parent will sell its Equity Interests in Control Devices and Stoneridge Asia Holdings Ltd., a Mauritius private company limited by shares (“Stoneridge Asia”), to an unrelated third party (the sale of Control Devices and Stoneridge Asia is referred to herein as the “Specified Transaction”). All assets of Control Devices and the Equity Interests in Control Devices and Stoneridge Asia are referred to herein, collectively, as the “Subject Assets.” Concurrent with the Specified Transaction, Control Devices will be released as a Borrower and a Guarantor under the Credit Agreement and a Grantor under certain other Loan Documents, and all security interests and liens in the Subject Assets granted by the Parent and Control Devices pursuant to the Pledge and Security Agreement or any other Loan Document will be released;
C.The Specified Transaction is permitted pursuant to Section 8.2.7(ix) of the Credit Agreement;
D.In connection with any sale that is permitted under the Loan Documents, Section 10.10 of the Credit Agreement authorizes the Administrative Agent, without the consent of any Lender, to release any Lien on any property that is sold and to release any Guarantor whose ownership interests are sold. Sections 11.1.1 and 11.1.3 of the Credit Agreement provide that a Borrower may be released from its Obligations under the Credit Agreement in connection with transactions permitted by Section 8.2.7 of the Credit Agreement with the consent of the Required Lenders;
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E.The Borrowers have requested that (i) the Required Lenders irrevocably authorize the Agent to release Control Devices as a Borrower substantially concurrently with the consummation of the Specified Transaction, (ii) the Required Lenders authorize and direct the Agent to execute and deliver, substantially concurrently with the consummation of the Specified Transaction, an Obligor and Lien Release Letter substantially in the form of Exhibit A attached hereto (the “Release”), and (iii) the Required Lenders amend certain provisions of the Credit Agreement as more fully set forth below, including, without limitation, reducing the Revolving Credit Commitments from $275,000,000 to $225,000,000 effective as of the Amendment Effective Date (as hereinafter defined).
F.The Borrowers, the Lenders party hereto, which constitute Required Lenders, and the Administrative Agent constitute the parties required for purposes of providing this amendment pursuant to Section 11.1 of the Credit Agreement.
Agreements:

NOW THEREFORE, in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each of the parties hereto hereby agrees as follows:
Section 1    DEFINED TERMS.

Each defined term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement, as amended by this Amendment.    
Section 2    AMENDMENTS TO THE CREDIT AGREEMENT.

Subject to the terms, conditions and limitations of this Amendment, including, without limitation, Section 5 below, the Credit Agreement is hereby amended as of the Amendment Effective Date as follows:
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2.1    Amendment to Section 5.7.1 [Sale of Assets] of the Credit Agreement. The last sentence of Section 5.7.1 [Sale of Assets] of the Credit Agreement is hereby amended in its entirety to read as follows:
“All prepayments of Revolving Credit Loans pursuant to this Section 5.7.1 [Sale of Assets] shall not permanently reduce the Revolving Credit Commitment; provided, however, that, upon consummation of the Specified Sale, the Borrowers shall promptly deliver notice of the Specified Sale to the Administrative Agent and, upon receipt of such notice, the Revolving Credit Commitment shall be permanently reduced by an amount equal to the lesser of (i) the Net Cash Proceeds of the Specified Sale or (ii) $50,000,000.”

2.2    Amendment to Section 8.2.17. [Minimum Interest Coverage Ratio] of the Credit Agreement.    Section 8.2.17 [Minimum Interest Coverage Ratio] of the Credit Agreement is hereby amended and restated in its entirety as follows:
“8.2.17. Minimum Interest Coverage Ratio. The Loan Parties shall not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense of the Parent and its Subsidiaries, calculated as of the end of each fiscal quarter for the four (4) fiscal quarters then ended, to be less than the ratio specified below:

Fiscal Quarter Ending
Minimum Interest Coverage Ratio
September 30, 2025
2.50 to 1.00
December 31, 2025
2.50 to 1.00
March 31, 2026
2.50 to 1.00
June 30, 2026 and thereafter
3.50 to 1.00

provided that, commencing with the first full fiscal quarter ending after the consummation of the Specified Sale, the Loan Parties shall not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense of the Parent and its Subsidiaries, calculated as of the end of each fiscal quarter for the four (4) fiscal quarters then ended (calculated on a Pro Forma Basis for the Specified Sale and any related prepayment of Indebtedness in connection therewith), to be less than 3.50 to 1.00 as of the last day of such fiscal quarter and each fiscal quarter thereafter. For the avoidance of doubt, there is no requirement to satisfy a minimum ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense of the Parent and its Subsidiaries as of the end of fiscal quarter December 31, 2024.”

2.3    Amendment to Schedule 1.1(B) [Commitments of Lenders and Addresses for Notices] of the Credit Agreement. Schedule 1.1(B) [Commitments of Lenders
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and Addresses for Notices] of the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex I hereto.
Section 3    CONSENT AND AGREEMENT.

3.1    Subject to the terms, conditions and limitations of this Amendment, including, without limitation, Section 5, below, the Required Lenders hereby irrevocably authorize the Agent to release Control Devices as a Borrower substantially concurrently with the Specified Transaction and direct the Agent, substantially concurrently with the consummation of the Specified Transaction, to execute and deliver the Release (the “Subject Consent”).
3.2    The Subject Consent (i) is limited to its express terms, (ii) shall not be deemed to be a waiver of any Potential Default or Event of Default that may have existed on or prior to the date hereof, or of any Potential Default or Event of Default that may hereafter arise, (iii) is not intended to, and shall not, establish any course of dealing among the Borrowers, the Agent and the Lenders that is inconsistent with the express terms of the Credit Agreement, (iv) shall not operate as a consent to or waiver of any other right, power, or remedy of the Agent or the Lenders under the Credit Agreement, and (v) shall not be construed as an agreement or understanding by the Lenders to grant any consent, waiver or other accommodation in the future with respect to any provision of the Credit Agreement or any of the other Loan Documents except as expressly described in this Amendment.
3.3    The Subject Consent shall expire and be null and void if the Specified Transaction has not been consummated on or before June 30, 2026 unless extended in writing by the parties to this Amendment.
Section 4    REPRESENTATIONS AND WARRANTIES.
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    Each Loan Party hereby represents and warrants to the Lenders and the Agents as follows:
4.1    The Amendment. This Amendment has been duly and validly executed by an authorized executive officer of such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms. The Credit Agreement, as amended by this Amendment, remains in full force and effect and remains the valid and binding obligation of such Loan Party party thereto enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally and by general principles of equity.
4.2    No Potential Default or Event of Default. No Potential Default or Event of Default exists under the Credit Agreement as of the date hereof (after giving effect to this Amendment) and no Potential Default or Event of Default will occur as a result of the effectiveness of this Amendment.
4.3    Restatement of Representations and Warranties. The representations and warranties of such Loan Party contained in the Credit Agreement, as amended by this Amendment, and the other Loan Documents are true and correct in all material respects (or, if already qualified by materiality therein, in all respects) on and as of the Amendment Effective Date (after giving effect to this Amendment) as though made on the Amendment Effective Date, unless and to the extent that any such representation and warranty is stated to relate solely to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (or, if already qualified by materiality therein, in all respects) as of such earlier date.
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4.4     Organizational Documents. There have been no changes to the articles or certificate of incorporation, by-laws, code of regulations, certificate of formation, limited liability company agreement or other organizational documents, as the case may be (collectively, the “Organizational Documents”) of such Loan Party since the most recent certification provided to the Administrative Agent, and such Organizational Documents remain in full force and effect as of the Amendment Effective Date.
Section 5    CONDITIONS TO EFFECTIVENESS.
    The date and time of the effectiveness of this Amendment (the “Amendment Effective Date”) is subject to the satisfaction of the following conditions precedent:
5.1    Execution. The Administrative Agent shall have received counterparts to this Amendment duly executed and delivered by an Authorized Officer of each Loan Party and the Lenders.
5.2    Payment of Costs and Expenses. The Borrowers shall have paid all outstanding and reasonable costs, expenses and the disbursements of the Administrative Agent and its advisors, service providers and legal counsels incurred in connection with the documentation of this Amendment, to the extent invoiced, as well as any other fees payable on or before the Amendment Effective Date pursuant to any fee letter or agreement with the Administrative Agent.
The Administrative Agent or its counsel will advise the Parent and the Lenders promptly by electronic mail of the occurrence of the Amendment Effective Date.
Section 6     MISCELLANEOUS.
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6.1    Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflict of laws rules thereof.
6.2    Severability. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment.
6.3    Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument.
6.4    Headings. Section headings used in this Amendment are for the convenience of reference only and are not a part of this Amendment for any other purpose.
6.5    Negotiations. Each Loan Party acknowledges and agrees that all of the provisions contained herein were negotiated and agreed to in good faith after discussion with the Agents and the Lenders.
6.6    Nonwaiver. Except as expressly set forth herein, the execution, delivery, performance and effectiveness of this Amendment shall not operate as, or be deemed or construed to be, a waiver: (i) of any right, power or remedy of the Lenders or the Agents under the Credit Agreement or the other Loan Documents, or (ii) of any term, provision, representation, warranty or covenant contained in the Credit Agreement or any other Loan Document. Further, none of the provisions of this Amendment shall constitute, be deemed to be or construed as, a waiver of any Potential Default or Event of Default under the Credit Agreement as amended by this Amendment.
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6.7    Reaffirmation. Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Credit Agreement and each of the other Loan Documents to which it is a party and (ii) ratifies and reaffirms its grant of security interests and Liens under such documents and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations.
6.8    Confirmation of Obligations. Each Loan Party hereby affirms as of the date hereof all of its respective Obligations and other obligations to each of the Lenders under and pursuant to the Credit Agreement and each of the other Loan Documents and that such Obligations and other obligations are owed to each of the Lenders according to their respective terms. Each Loan Party hereby affirms as of the date hereof that there are no claims or defenses to the enforcement by the Agents or Lenders of the Obligations and other obligations of such Loan Party to each of them under and pursuant to the Credit Agreement or any of the other Loan Documents.
6.9    Release. To the extent that any claim, cause of action, defense or set-off against any Lender, the Administrative Agent, or the Issuing Lender or their enforcement of the Credit Agreement or any other Loan Document, of any nature whatsoever, known or unknown, fixed or contingent, does nonetheless exist or may exist on the date hereof, in consideration of the Lenders’ and the Administrative Agent’s entering into this Amendment, each Loan Party irrevocably and unconditionally waives and releases fully each and every such claim, cause of action, defense and set-off which exists or may exist on the date hereof.
6.10    Reference to and Effect on the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the
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Credit Agreement as amended by this Amendment and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.    
    
    STONERIDGE, INC.,
    as a Borrower

By: /s/ Matthew R. Horvath    
Name: Matthew R. Horvath
Title: Chief Financial Officer and Treasurer


STONERIDGE CONTROL DEVICES, INC.,
as a Borrower

STONERIDGE ELECTRONICS, INC.,
as a Borrower

STONERIDGE FLEET SOLUTIONS, INC.,
as a Guarantor

By: /s/ Matthew R. Horvath    
Name: Matthew R. Horvath
Title: Vice President and Treasurer


SRI DELAWARE HOLDINGS, LLC,
as a Guarantor

By: /s/ Matthew R. Horvath    
Name: Matthew R. Horvath
Title: Vice President


SRI HOLDINGS US LLC,
as a Guarantor
By: Stoneridge, Inc., its sole member

By: /s/ Matthew R. Horvath    
Name: Matthew R. Horvath
Title: Chief Financial Officer and Treasurer of Stoneridge, Inc., as Sole Member SRI Holdings US LLC
    
[Signature Page to Amendment No. 2]
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STONERIDGE B.V.,
as a Borrower

By: /s/ Matthew R. Horvath    
Name: Matthew R. Horvath
Title: Managing Director A

By: /s/ Marcus Petrus Johannes Derks    
Name: Marcus Petrus Johannes Derks
Title: Managing Director B



    
[Signature Page to Waiver and Amendment No. 2]
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    PNC BANK, NATIONAL ASSOCIATION, as
    the Administrative Agent, the Collateral Agent and
    a Lender


    By: /s/ Scott Neiderheide    
    Name: Scott Neiderheide
    Title: Senior Vice President
    

[Signature Page to Amendment No. 2]
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    BANK OF AMERICA, N.A., as a Lender



    By: /s/ David Komrska    
    Name: David Komrska
    Title: Senior Vice President



[Signature Page to Amendment No. 2]
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    JPMORGAN CHASE BANK, N.A.,
    as a Lender



    By: /s/ Katryna Grishaj    
    Name: Katryna Grishaj
    Title: Authorized Officer


[Signature Page to Amendment No. 2]
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    U.S. BANK NATIONAL ASSOCIATION, as a
Lender



    By: /s/ Jeffrey S. Johnson    
    Name: Jeffrey S. Johnson
    Title: Senior Vice President


[Signature Page to Amendment No. 2]
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FIRST MERCHANTS BANK, as a
Lender



    By: /s/ Zach Vojcek    
    Name: Zach Vojcek
    Title: Vice President


[Signature Page to Amendment No. 2]
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    BMO BANK, N.A., as a Lender



    By: /s/ Ron Freed    
    Name: Ron Freed
    Title: Director


[Signature Page to Amendment No. 2]
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Annex I

SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
Part 1 - Commitments of Lenders and Addresses for Notices to Lenders
Lender
Amount of Commitment for Revolving Credit Loans
Ratable Share
Name: PNC Bank, National Association
Address: 1900 East Ninth Street Cleveland, Ohio 44114
Attention: Scott E. Neiderheide
Telephone: (412) 768-5447
Telecopy: (412) 705-2400

$61,363,636.37

27.272727276%
Name: Bank of America, N.A.
Address: 3030 Cross Creek PKWY
MI9-030-02-07
Auburn Hills, MI 48326
Attention: David Komrska
Telephone: (248) 840-6821

$49,090,909.09

21.818181818%
Name: JPMorgan Chase Bank, N.A..
Address: 1116 W Long Lake Rd, Floor 02
Bloomfield Hills, MI 48302-1963
Attention: Katryna Grishaj
Telephone: (248) 839-0097

$49,090,909.09

21.818181818%
Name: U.S. Bank National Association
Address: 190 S. Lasalle – 9th Floor
Chicago, IL 60603
Attention: Jeffrey Johnson
Telephone: (312) 325-8719

$31,909,090.91

14.181818182%
Name: First Merchants Bank
Address: 32991 Hamilton Ct
Farmington Hills, MI 48334
Attention: Steven McCormack
Telephone: (248) 410-1417

$17,181,818.18

7.636363636%
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Name: BMO Bank, N.A.
Address: 135 N. Pennsylvania St., 9th Floor
Indianapolis, IN 46204
Attention: Betsy Phillips, VP Commercial Banking
Telephone: (317) 269-1291

$16,363,636.36

7.272727271%
Total:
$225,000,000
100.000000000%

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Exhibit A
Release Documents

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Exhibit B
UCC Filings
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Exhibit 99.1
tm2229541d1_ex99-1img01.jpg

FOR IMMEDIATE RELEASE
Stoneridge Reports Third Quarter 2025 Results

Continued Progress on Key Operational Priorities
Announcing MirrorEye® OEM Program Award with an Additional Truck Manufacturer
Announcing Leak Detection Module and Park Lock Actuator Program Awards

2025 Third Quarter Results
•Sales of $210.3 million
•Gross profit of $42.8 million (20.3% of sales)
•Adjusted gross profit of $43.7 million (20.8% of sales)
•Operating loss of $(3.3) million ((1.6)% of sales)
•Adjusted operating income of $2.4 million (1.2% of sales)
◦Adjusted operating margin improvement of 100 basis points vs. Q2 2025
•Net loss of $(9.4) million ((4.5)% of sales)
•Adjusted net loss of $(5.1) million ((2.4)% of sales)
•Adjusted EBITDA of $9.3 million (4.4% of sales),
◦Adjusted EBITDA, excluding non-operating, non-cash FX expense of $2.4 million related to intercompany balances was $11.7 million, or 5.6% of sales (a 200 basis point improvement vs. Q2 2025)

2025 Full-Year Guidance Update
•Updating revenue guidance to $860 million - $870 million (midpoint of $865 million) which represents the low end of the previously provided range
◦Updating to reflect customer production volume reductions, primarily in the North American commercial vehicle end market
•Updating adjusted EBITDA to $30 million to $32 million (adjusted EBITDA margin of 3.5% to 3.7%)
◦Updating to reflect the non-operating FX expense of $2.4 million recognized in Q3
◦Updating to reflect reduced revenue expectations due to customer production volume reductions
NOVI, Mich. – November 5, 2025– Stoneridge, Inc. (NYSE: SRI) today announced financial results for the third quarter ended September 30, 2025, including third quarter sales of $210.3 million. Gross profit was $42.8 million (20.3% of sales) and adjusted gross profit was $43.7 million (20.8% of sales). Operating loss was $(3.3) million ((1.6)% of sales) while adjusted operating income was $2.4 million (1.2% of sales). Net loss was $(9.4) million and adjusted net loss was $(5.1) million. Loss per share (EPS) was $(0.34) and adjusted EPS was
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$(0.18). Adjusted EBITDA was $9.3 million (4.4% of sales) and adjusted EBITDA, excluding the non-operating foreign currency expense of $2.4 million, resulted in $11.7 million (5.6% of sales).
The exhibits attached hereto provide reconciliation details on normalizing adjustments of non-GAAP financial measures used in this press release.
Jim Zizelman, president and chief executive officer, commented, “Our third quarter performance demonstrates our ability to navigate challenging macroeconomic conditions as we continued to expand our adjusted operating margin and made progress across all of our key initiatives. During the quarter, our major commercial vehicle end markets, especially North America, continued to face customer production volume headwinds which in turn negatively affected our sales. However, despite these headwinds, we continue to drive growth in our key product categories, including MirrorEye where sales increased by 78% year-to-date compared to last year. In Europe, we continue to see strong take rates and sustained growth as our MirrorEye systems expand across multiple vehicle platforms, including as standard equipment on several heavy-duty truck models and as optional on many others. In North America, the feedback on our OEM systems continues to be very favorable from both our OEM customers and the fleets. Accordingly, we are now expecting improved take rates in North America relative to our prior expectations as the program launches mature. We expect MirrorEye, as well as other Stoneridge specific growth drivers, to help offset the macroeconomic headwinds we continue to face.”
Zizelman concluded, “Finally we continue to build a strong backlog for future growth with several new programs awarded this quarter totaling over $185 million of estimated lifetime revenue. First, we are announcing a new MirrorEye OEM program with an additional truck manufacturing customer that will launch in 2028 with estimated lifetime revenue of $55 million and an initial take rate assumption of 25% to 30%. We expect this award to pave the way for future opportunities with this OEM customer globally. In Control Devices, we are announcing our second leak detection module award for a Chinese OEM customer on a hybrid vehicle application as well as an extension and expansion of our park lock actuator programs with Ford across several platforms driving lifetime revenue of approximately $130 million and peak annual revenue of approximately $38 million. We will continue to lay the foundation for long-term profitable growth and continued earnings expansion through our advanced technology system offerings that are aligned with industry megatrends. Similarly, we will continue to evaluate the Company’s overall structure to ensure we are investing in the products and technologies that we expect to optimize shareholder value. As we announced last quarter, we have initiated a review of strategic alternatives related to the Control Devices business, with the intent to sell the business and this review remains in process.”
Third Quarter in Review
Electronics third quarter sales of $128.0 million decreased by 14.4% relative to the second quarter of 2025. This was primarily driven by lower customer production volumes in the North American and European commercial vehicle end markets, due in part to third quarter seasonality in Europe. Third quarter adjusted operating margin of 5.3% increased by 250 basis points relative to the second quarter of 2025, primarily driven by lower SG&A and D&D costs, direct material cost improvement and lower quality-related costs.
Control Devices third quarter sales of $72.5 million increased by 1.9% relative to the second quarter of 2025 driven by higher sales in the North American passenger vehicle end market partially offset by lower sales in China. Third quarter adjusted operating margin of 2.1% decreased by 190 basis points relative to the second quarter of 2025, driven by higher overhead costs, due in part to tariff-related costs, partially offset by lower operating costs and material cost improvements.
Stoneridge Brazil third quarter sales of $18.9 million increased by $3.6 million, or 23.5%, relative to the second quarter of 2025, primarily driven by higher OEM sales in the Brazilian market as well as higher aftermarket sales. Third quarter operating income of $2.7 million increased by approximately $1.7 million relative to the second quarter of 2025, primarily driven by improved fixed cost leverage on higher sales.
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Relative to the third quarter of 2024, Electronics third quarter sales decreased by 5.6%. This was primarily driven by lower customer production volumes in the North American and European commercial vehicle end markets, partially offset by higher European off-highway sales. Third quarter adjusted operating margin of 5.3% increased by 250 basis points relative to the third quarter of 2024, primarily driven by lower SG&A and D&D costs as well as lower direct material costs as a percentage of sales, partially offset by lower contribution from lower sales, and higher overhead costs.
Relative to the third quarter of 2024, Control Devices third quarter sales decreased by 2.4%. This decline was primarily due to lower sales in the China and North American passenger vehicle end markets. Third quarter adjusted operating margin of 2.1% decreased by 100 basis points relative to the third quarter of 2024, primarily driven by reduced contribution from lower sales and higher overhead costs due to tariffs partially offset by lower D&D costs.
Relative to the third quarter of 2024, Stoneridge Brazil third quarter sales increased by $5.2 million, or 38.4%. This increase was primarily driven by higher OEM sales in the Brazilian market. Third quarter operating income of $2.7 million increased by approximately $2.0 million relative to the third quarter of 2024 primarily due to higher contribution from higher sales.
Cash and Debt Balances
As of September 30, 2025, Stoneridge had cash and cash equivalents totaling $54.0 million and total debt of $171.1 million resulting in net debt of $117.2 million. For the nine months ended September 30, 2025, the Company generated $25.2 million in net cash provided by operating activities and $16.2 million in adjusted free cash flow.
For Credit Facility compliance purposes, adjusted net debt was $135.0 million while adjusted EBITDA for the trailing twelve months was $37.6 million, resulting in an adjusted net debt to trailing twelve-month EBITDA compliance leverage ratio of 3.67x relative to a required leverage ratio of not greater than 4.50x as per the amended Credit Facility agreement. The Company’s Credit Facility is due to mature on November 2, 2026.
Matt Horvath, chief financial officer, commented, “Due to the ongoing strategic review process related to Control Devices, we are waiting to refinance our credit facility to ensure we align the capital structure with the long-term structure of the Company. Additionally, we are incurring incremental costs with third-party advisors as we evaluate strategic alternatives, which are not all adjustable per the existing terms of our credit facility. We have amended our credit facility to extend our interest coverage ratio relief by maintaining the same ratio as this quarter, or 2.5x, through the first quarter of next year. Should we sell Control Devices, the sale proceeds would be used to reduce debt and significantly improve our overall leverage ratios. Should we complete our review without a sale of the Control Devices segment, we would expect to refinance the credit facility early next year. Regardless, we expect to remain in compliance with all of our covenant ratios.”
2025 Outlook
The Company is updating its full-year 2025 sales guidance range to $860 million to $870 million, which represents the low end of its previously provided range. The Company is updating its adjusted gross margin guidance to 21.0% to 21.50%, adjusted operating margin guidance to 0.25% to 0.50%, and adjusted EBITDA guidance to $30 million to $32 million, or approximately 3.5% to 3.7% of sales. The Company is also updating its full-year 2025 adjusted free cash flow guidance to $20 million to $25 million.
Horvath, commented, “We are updating our full-year 2025 sales guidance to the low end of the previously provided range to reflect lower production volume expectations, primarily in the North American and European commercial vehicle end markets as the volatile trade environment and reduced truck demand continues to impact these markets. That said, we expect that MirrorEye, and other Stoneridge specific growth drivers, will
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offset some of the macroeconomic headwinds that we face. This results in a midpoint reduction of $10 million from $875 million to a midpoint sales guidance of $865 million. Similarly, we are updating our adjusted EBITDA guidance to $30 million to $32 million, or a midpoint reduction of $5 million, to reflect both the contribution margin on reduced revenue expectations for the year as well as the incremental $2.4 million of non-operating foreign currency expense recognized in the third quarter. Finally, we remain committed to strong cash performance through continued inventory reductions and careful management of our capital expenditures. Aligned with our updated adjusted EBITDA guidance, we are updating our full-year adjusted free cash flow guidance to $20 million to $25 million.”
Horvath concluded, “We remain focused on building a strong foundation for continued earnings expansion as we capitalize on our impressive portfolio of advanced technologies. We will continue to monitor shifts in macroeconomic policies, including tariffs, and the impacts on our business to ensure that we respond quickly to offset any incremental costs, just as we have done historically. As demonstrated by new business award announcements this quarter, Stoneridge remains well positioned to outperform our underlying markets and drive margin expansion resulting in long-term shareholder value creation over the coming years.”
Conference Call on the Web
A live Internet broadcast of Stoneridge’s conference call regarding 2025 third quarter results can be accessed at 9:00 a.m. Eastern Time on Thursday, November 6, 2025, at www.stoneridge.com, which will also offer a webcast replay.
About Stoneridge, Inc.
Stoneridge, Inc., headquartered in Novi, Michigan, is a global supplier of safe and efficient electronic systems and technologies. Our systems and products power vehicle intelligence, while enabling safety and security for on- and off-highway transportation sectors around the world. Additional information about Stoneridge can be found at www.stoneridge.com.
Forward-Looking Statements
Statements in this press release contain “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this press release 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;
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•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.
There can be no assurance that the strategic review of the Control Devices business will result in a transaction. The Company does not intend to comment further regarding this matter unless and until further disclosure is determined to be appropriate.
Use of Non-GAAP Financial Information
This press release contains information about the Company’s financial results that is not presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Such non-GAAP financial measures are reconciled to their closest GAAP financial measures at the end of this press release. The provision of these non-GAAP financial measures for 2025 and 2024 is not intended to indicate that Stoneridge is explicitly or implicitly providing projections on those non-GAAP financial measures, and actual results for such measures are likely to vary from those presented. The reconciliations include all information reasonably available to the Company at the date of this press release and the adjustments that management can reasonably estimate.
In evaluating its business, the Company considers and uses free cash flow and net debt as supplemental measures of its liquidity and the other non-GAAP financial measures as supplemental measures of its operating performance. Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company’s financial position and results of operations.
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In particular, management believes that adjusted gross profit and margin, adjusted operating income (loss) and margin, adjusted income (loss) before tax, adjusted income tax expense (benefit), adjusted net income (loss), adjusted EPS, EBITDA, adjusted EBITDA, adjusted debt, net debt, adjusted net debt, adjusted cash, free cash flow, and adjusted free cash flow are useful measures in assessing the Company’s financial performance by excluding certain items that are not indicative of the Company’s core operating performance or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management also believes that these measures are useful to both management and investors in their analysis of the Company’s results of operations and provide improved comparability between fiscal periods.
Adjusted gross profit and margin, adjusted operating income (loss) and margin, adjusted income (loss) before tax, adjusted income tax expense (benefit), adjusted net income (loss), adjusted EPS, EBITDA, adjusted EBITDA, adjusted debt, net debt, adjusted net debt, adjusted cash, free cash flow, and adjusted free cash flow should not be considered in isolation or as a substitute for gross profit, operating income (loss), income (loss) before tax, income tax expense (benefit), net income (loss), EPS, debt, cash and cash equivalents, cash provided by operating activities or other income statement or cash flow statement data prepared in accordance with GAAP.
For more information, contact Kelly K. Harvey, Director Investor Relations (Kelly.Harvey@Stoneridge.com).


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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, net145,449 151,337 
Prepaid expenses and other current assets31,806 26,579 
Total current assets384,315 387,514 
Long-term assets:
Property, plant and equipment, net100,477 97,667 
Intangible assets, net40,741 39,677 
Goodwill37,530 33,085 
Operating lease right-of-use asset13,481 10,050 
Investments and other long-term assets, net55,535 53,563 
Total long-term assets247,764 234,042 
Total assets$632,079 $621,556 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of debt$947 $— 
Accounts payable101,773 83,478 
Accrued expenses and other current liabilities77,292 66,494 
Total current liabilities180,012 149,972 
Long-term liabilities:
Revolving credit facility170,194 201,577 
Deferred income taxes4,939 5,321 
Operating lease long-term liability9,514 6,484 
Other long-term liabilities16,225 12,942 
Total long-term liabilities200,872 226,324 
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 capital218,048 225,712 
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 earnings154,059 179,985 
Accumulated other comprehensive loss(93,455)(122,013)
Total shareholders' equity251,195 245,260 
Total liabilities and shareholders' equity$632,079 $621,556 

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended
September 30,		Nine months ended
September 30,
(in thousands, except per share data)2025202420252024
Net sales$210,267 $213,831 $656,109 $690,047 
Costs and expenses:
Cost of goods sold167,498 169,340 518,105 543,459 
Selling, general and administrative31,594 26,533 96,125 88,832 
Design and development14,454 17,643 50,984 53,703 
Operating (loss) income(3,279)315 (9,105)4,053 
Interest expense, net3,801 3,604 10,102 11,039 
Equity in loss (earnings) of investee220 752 (124)1,081 
Other expense (income), net2,414 (384)5,378 (644)
Loss before income taxes
(9,714)(3,657)(24,461)(7,423)
(Benefit) provision for income taxes(343)3,413 1,465 2,987 
Net loss$(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:
Basic27,85927,61827,77627,586
Diluted27,85927,61827,77627,586

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CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, (in thousands)20252024
OPERATING ACTIVITIES:
Net loss$(25,926)$(10,410)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Depreciation17,968 19,695 
Amortization, including accretion of deferred financing costs7,121 6,812 
Deferred income taxes(6,560)(6,339)
(Earnings) loss of equity method investee(124)1,081 
Loss on sale of fixed assets88 257 
Share-based compensation expense3,659 3,092 
Excess tax deficiency related to share-based compensation expense469 263 
Changes in operating assets and liabilities:
Accounts receivable, net(4,823)6,042 
Inventories, net17,751 9,694 
Prepaid expenses and other assets1,450 4,949 
Accounts payable11,226 (13,127)
Accrued expenses and other liabilities2,893 6,508 
Net cash provided by operating activities25,192 28,517 
INVESTING ACTIVITIES:
Capital expenditures, including intangibles(15,653)(19,049)
Proceeds from sale of fixed assets338 312 
Investment in venture capital fund, net(272)(260)
Net cash used for investing activities(15,587)(18,997)
FINANCING ACTIVITIES:
Revolving credit facility borrowings36,000 98,000 
Revolving credit facility payments(70,691)(91,000)
Proceeds from issuance of debt15,376 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 equivalents7,191 (356)
Net change in cash and cash equivalents(17,844)13,297 
Cash and cash equivalents at beginning of period71,832 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 
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Regulation G Non-GAAP Financial Measure Reconciliations

Exhibit 1 – Reconciliation of Adjusted Gross Profit

(USD in millions)Q3 2024Q3 2025
Gross Profit$44.5 $42.8 
Add: Pre-Tax Business Realignment Costs0.1 0.9 
Adjusted Gross Profit$44.6 $43.7 



Exhibit 2 - Reconciliation of Adjusted Operating Income (Loss)

(USD in millions)Q3 2024Q3 2025
Operating Income (Loss)$0.3 $(3.3)
Add: Pre-Tax Business Realignment Costs0.3 2.1 
Add: Pre-Tax Environmental Remediation Costs0.2 — 
Add: Pre-Tax Strategic Review Costs— 3.7 
Adjusted Operating Income$0.7 $2.4 




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Exhibit 3 – Reconciliation of Adjusted Tax Rate

(USD in millions)Q3 2025Tax Rate
Loss Before Tax$(9.7)
Add: Pre-Tax Business Realignment Costs2.1 
Add: Pre-Tax Strategic Review Costs3.7 
Adjusted Loss Before Tax$(4.0)
Income Tax Benefit$(0.3)3.5 %
Add: Tax Impact from Pre-Tax Adjustments1.4 
Adjusted Income Tax Expense on Adjusted Loss Before Tax$1.1 (26.7)%


Exhibit 4 - Reconciliation of Adjusted Net Loss and EPS
(USD in millions, except EPS)Q3 2025Q3 2025 EPS
Net Loss$(9.4)$(0.34)
Add: After-Tax Business Realignment Costs1.5 0.05 
Add: After-Tax Strategic Review Costs2.8 0.10 
Adjusted Net Loss$(5.1)$(0.18)

Exhibit 5 – Reconciliation of Adjusted EBITDA
(USD in millions)Q3 2024Q4 2024Q1 2025Q2 2025Q3 2025
Loss Before Tax$(3.7)$(6.2)$(5.6)$(9.1)$(9.7)
Interest expense, net3.6 3.4 3.2 3.1 3.8 
Depreciation and amortization8.8 8.3 7.3 7.6 9.5 
EBITDA$8.8 $5.5 $4.8 $1.6 $3.6 
Add: Pre-Tax Business Realignment Costs0.3 0.4 2.8 1.7 2.1 
Add: Pre-Tax Environmental Remediation Costs0.2 — — — — 
Add: Pre-Tax Strategic Review Costs— — — 1.0 3.7 
Add: Pre-Tax Share-Based Compensation Accelerated Vesting— — — 0.3 — 
Adjusted EBITDA$9.2 $6.0 $7.6 $4.6 $9.3 

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Exhibit 6 – Segment Adjusted Operating Income

Reconciliation of Control Devices Adjusted Operating Income
(USD in millions)Q3 2024Q2 2025Q3 2025
Control Devices Operating Income$2.1 $2.6 $1.2 
Add: Pre-Tax Environmental Remediation Costs0.2 — — 
Add: Pre-Tax Business Realignment Costs— 0.3 0.3 
Control Devices Adjusted Operating Income$2.3 $2.8 $1.5 

Reconciliation of Electronics Adjusted Operating Income
(USD in millions)Q3 2024Q2 2025Q3 2025
Electronics Operating Income $3.5 $2.7 $5.9 
Add: Pre-Tax Business Realignment Costs0.3 1.4 0.9 
Electronics Adjusted Operating Income $3.8 $4.2 $6.7 


Exhibit 7 – Reconciliation of Adjusted Free Cash Flow

Reconciliation of Adjusted Free Cash Flow
(USD in millions)YTD Q3 2024YTD Q3 2025
Net Cash Provided by Operating Activities$28.5 $25.2 
Capital Expenditures, including Intangibles(19.0)(15.7)
Proceeds from Sale of Fixed Assets0.30.3
Free Cash Flow$9.8 $9.9 
Add: Business Realignment Related Payments2.25.6
Add: Strategic Review Cost Related Payments0.00.7
Adjusted Free Cash Flow$11.9 $16.2 


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Exhibit 8 – Reconciliation of Net Debt

(USD in millions)Q2 2025Q3 2025
Total Debt$164.4 $171.1 
Less: Cash and Cash Equivalents49.854.0
Net Debt$114.6 $117.2 

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Exhibit 9 – Reconciliation of Compliance Leverage Ratio
Reconciliation of Adjusted EBITDA for Compliance Calculation
(USD in millions)Q2 2024Q3 2024Q4 2024Q1 2025Q2 2025Q3 2025
Income (Loss) Before Tax$1.9 $(3.7)$(6.2)$(5.6)$(9.1)$(9.7)
Interest Expense, net3.8 3.6 3.4 3.2 3.1 3.8 
Depreciation and Amortization8.5 8.8 8.3 7.3 7.6 9.5 
EBITDA$14.2 $8.8 $5.5 $4.8 $1.6 $3.6 
Compliance adjustments:
Add: Non-Cash Impairment Charges and Write-offs or Write Downs— — 0.4 — 0.1 0.1 
Add: Adjustments from Foreign Currency Impact(2.4)(0.3)(1.8)(0.4)3.4 2.4 
Add: Extraordinary, Non-recurring or Unusual Items— — — — — — 
Add: Cash Restructuring Charges0.5 0.7 0.3 1.6 0.5 0.7 
Add: Charges for Transactions, Amendments, and Refinances— — — 0.3 1.0 0.6 
Add: Adjustment to Autotech Fund II Investment0.1 0.8 0.2 (0.3)(0.1)0.2 
Add: Share Based Compensation1.1 0.9 1.0 1.1 1.4 1.1 
Add: Accrual-based Expenses7.1 1.3 6.4 8.2 5.6 6.5 
Less: Cash Payments for Accrual-based Expenses(3.7)(3.3)(2.8)(6.3)(4.5)(5.6)
Adjusted EBITDA (Compliance)$16.9 $8.7 $9.2 $9.1 $9.0 $9.5 
Adjusted TTM EBITDA (Compliance)$43.9 $36.0 $36.8 
Reconciliation of Adjusted Cash for Compliance Calculation
(USD in millions)Q1 2025Q2 2025Q3 2025
Total Cash and Cash Equivalents$79.1 $49.8 $54.0 
Less: 35% of Cash in Foreign Locations(23.3)(13.4)(16.4)
Total Adjusted Cash (Compliance)$55.8 $36.4 $37.6 
Reconciliation of Adjusted Debt for Compliance Calculation
(USD in millions)Q1 2025Q2 2025Q3 2025
Total Debt$203.2 $164.4 $171.1 
Outstanding Letters of Credit1.6 1.5 1.5 
Total Adjusted Debt (Compliance)$204.8 $165.9 $172.6 
Adjusted Net Debt (Compliance)$149.0 $129.5 $135.0 
Compliance Leverage Ratio (Net Debt / TTM EBITDA)3.39x3.60x3.67x
Compliance Leverage Ratio Maximum Requirement 6.00x5.50x4.50x
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stoneridge.com © 2025 Q3 2025 Results November 6, 2025 Exhibit 99.2

 
stoneridge.com © 2025 Q3 2025 Results 2 Non-GAAP Financial Measures This presentation contains information about the Company’s financial results that is not presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Such non-GAAP financial measures are reconciled to their closest GAAP financial measures at the end of this presentation. The provision of these non-GAAP financial measures for 2025 and 2024 is not intended to indicate that Stoneridge is explicitly or implicitly providing projections on those non-GAAP financial measures, and actual results for such measures are likely to vary from those presented. The reconciliations include all information reasonably available to the Company at the date of this presentation and the adjustments that management can reasonably predict. In evaluating its business, the Company considers and uses free cash flow and net debt as supplemental measures of its liquidity and the other non-GAAP financial measures as supplemental measures of its operating performance. Management believes the non-GAAP financial measures used in this presentation are useful to both management and investors in their analysis of the Company’s financial position and results of operations. In particular, management believes that adjusted gross profit and margin, adjusted operating income (loss) and margin, adjusted income (loss) before tax, adjusted income tax expense (benefit), adjusted net income (loss), adjusted earnings (loss) per share (“EPS”), adjusted EBITDA, adjusted EBITDA margin, net debt, adjusted net debt, adjusted debt, adjusted cash, free cash flow and adjusted free cash flow are useful measures in assessing the Company’s financial performance by excluding certain items that are not indicative of the Company’s core operating performance or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management also believes that these measures are useful to both management and investors in their analysis of the Company’s results of operations and provide improved comparability between fiscal periods. Adjusted gross profit and margin, adjusted operating income (loss) and margin, adjusted income (loss) before tax, adjusted income tax expense(benefit), adjusted net income (loss), adjusted EPS, adjusted EBITDA, adjusted EBITDA margin, net debt, adjusted net debt, adjusted debt, adjusted cash, free cash flow and adjusted free cash flow should not be considered in isolation or as a substitute for gross profit, operating income (loss), income (loss) before tax, income tax expense (benefit), net income (loss), EPS, debt, cash and cash equivalents, cash provided by operating activities or other income statement or cash flow statement data prepared in accordance with GAAP. Q3 2025 Reported Q3 2025 Adjusted / Non- GAAP -$210.3 millionSales $43.7 million 20.8% $42.8 million 20.3% Gross Profit Margin $2.4 million 1.2% $(3.3) million (1.6)% Operating Income (Loss) Margin $(5.1) million (2.4)% $(9.4) million (4.5)% Net Loss % of sales $9.3 million 4.4% EBITDA Margin $54.0 millionCash and Cash Equivalents $171.1 millionTotal Debt $117.2 millionNet Debt (Non-GAAP) Other GAAP / Non-GAAP Measures – Q3 2025 $25.2 millionYTD Net Cash Provided by Operating Activities $16.2 millionYTD Adjusted Free Cash Flow (Non-GAAP)

 
stoneridge.com © 2025 Q3 2025 Results 3 Forward-Looking Statements Statements in this presentation that are not historical facts are forward-looking statements, which involve 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; 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 Stoneridge’s facilities or at any of Stoneridge significant customers or suppliers; the amount of Stoneridge’s indebtedness and the restrictive covenants contained in the agreements governing its indebtedness, including its revolving credit facility; capital availability or costs, including changes in interest rates; refinancing risk and access to capital markets and liquidity; the occurrence or non-occurrence of circumstances beyond Stoneridge’s control; and the items described in “Risk Factors” and other uncertainties or risks discussed in Stoneridge’s periodic and current reports filed with the Securities and Exchange Commission. Important factors that could cause the performance of the commercial vehicle and automotive industry to differ materially from those in the forward-looking statements include factors such as (1) continued economic instability or poor economic conditions in the United States and global markets, (2) changes in economic conditions, housing prices, foreign currency exchange rates, commodity prices, including shortages of and increases or volatility in the price of oil, (3) changes in laws and regulations, (4) the state of the credit markets, (5) political stability, (6) international conflicts and (7) the occurrence of force majeure events. These factors should not be construed as exhaustive and should be considered with the other cautionary statements in Stoneridge’s filings with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance; Stoneridge’s actual results of operations, financial condition and liquidity, and the development of the industry in which Stoneridge operates may differ materially from those described in or suggested by the forward-looking statements contained in this presentation. In addition, even if Stoneridge’s results of operations, financial condition and liquidity, and the development of the industry in which Stoneridge operates are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. This presentation contains time-sensitive information that reflects management’s best analysis only as of the date of this presentation. Any forward-looking statements in this presentation speak only as of the date of this presentation, and Stoneridge undertakes no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data Stoneridge does not undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Rounding Disclosure: There may be slight immaterial differences between figures represented in our public filings compared to what is shown in this presentation. The differences are the result of rounding due to the representation of values in millions rather than thousands in public filings.

 
stoneridge.com © 2025 Q3 2025 Results • Continued progress across key operating initiatives • Excluding non-operating FX expense of $2.4 million, adjusted EBITDA was $11.7 million, or 5.6% of sales which improved 200 bps vs. Q2 2025* • MirrorEye sales remain strong • Year-to-date MirrorEye sales growth of 78% vs. Q3 YTD 2024 • Adjusted operating margin improved by 100 bps vs. Q2 2025 • Year-to-date quality-related cost improvement of $5.3 million vs. 2024 • Announced over $185 million of program awards and extensions • Announced new MirrorEye program award for a heavy-duty commercial vehicle platform with an additional European truck OEM • Announced second program award for Leak Detection Module with Chinese OEM • Announced Park Lock Actuator program extensions with Ford • Review of strategic alternatives for Control Devices is still in process Q3 2025 Overview of Achievements Sales $210M Q3 2025 Highlights $2.4M 4 Adjusted EBITDA $9.3M +240 bps vs.Q2 2025 Adjusted Operating Income +100 bps vs. Q2 2025 Includes $2.4m of non-operating FX expense +110 bps over weighted-average end markets** *Comparison vs. Q2 adjusted EBITDA excluding non-operating FX expenses **Based on current IHS production forecast data including MHCV Q4 2025 and LVP Oct 2025

 
5stoneridge.com © 2025 Q3 2025 Results Q3 2025 Key Drivers • Sales outpaced underlying weighted average end-markets by 110 basis points** • Sales declined by 7.8% vs. Q2 2025 primarily driven by lower customer production volumes in commercial vehicle end markets • Adjusted operating margin improved by 100 basis points vs. Q2 2025 • Material costs improved by 200 bps • Year-to-date quality related costs have declined by $5.3 million vs. year- to-date 2024 • Continued to focus on reducing operating costs to align with current market conditions • Adjusted EBITDA of $9.3 million improved by $4.7 million while adjusted EBITDA margin improved by 240 basis points vs. Q2 2025 • Adjusted EBITDA of $11.7 million, excluding the impact of non-operating FX expense, improved by $3.7 million while margin improved by 200 bps vs. Q2 2025 Financial Summary *Excludes non-operating FX expense of $2.4 million and $3.4 million recognized in Q3 2025 and Q2 2025, respectively Sales Adjusted Gross Profit Adjusted Operating Income Adjusted EBITDA Q2 2025 vs. Q3 2025 +100 bps +200 bps* $228.0 $210.3 Q2 2025 Q3 2025 $0.4 $2.4 0.2% 1.2% Q2 2025 Q3 2025 $48.9 $43.7 21.5% 20.8% Q2 2025 Q3 2025 $4.6 $9.3 $8.1 $11.7 Q2 2025 Q3 2025 Q2 2025 ex Non- Op FX* Q3 2025 ex Non- Op FX* 5.6% 3.5% 4.4% 2.0% **Based on current IHS forecast including MHCV Q4 2025 and LVP Oct 2025

 
stoneridge.com © 2025 Q3 2025 Results Commercial Updates MirrorEye 6 MirrorEye Program Award with Additional OEM • Program awarded for a heavy-duty commercial vehicle platform with an additional OEM • Total Program Award of ~$55 million - assumes initial take rate of 25-30% • Program launch expected in Q1 2028 • Expecting further opportunities with this global customer Continued Positive Momentum Globally • MirrorEye year-to-date sales growth of 78% vs. same period in 2024 • Feedback from our customers remains extremely positive, customers in North America are expecting improved take-rates on recently launched programs • As previously announced, MirrorEye is now available on another prominent North American OEM Awarded MirrorEye program with an additional OEM customer Continued positive momentum across our key end markets

 
stoneridge.com © 2025 Q3 2025 Results 7 Commercial Updates Control Devices Park Lock Actuator – Program Extension • Ford program extensions on several hybrid and electric vehicle programs • Programs extended for five years (2027-2031) • Includes Ford Maverick, Transit, Kuga, Mach-E and F-150 lightning vehicle programs • Total Program Award of $130 million with estimated peak annual revenue ~$38 million New Control Devices programs awarded in Q3 aligned with hybrid applications - Control Devices remains well-positioned for growth Leak Detection Module – New Program • Second program awarded for Leak Detection Module on another hybrid vehicle platform • Start of production in Q2 2026 • New technology designed as a cost competitive emissions system solution to improve evaporative emissions system performance • Well-positioned for continued growth amid the global hybrid vehicle expansion

 
stoneridge.com © 2025 Financial Update

 
9stoneridge.com © 2025 Q3 2025 Results $9.3 $2.4 $11.7 Q3 Adjusted EBITDA Non-operating FX Expenses Q3 Adjusted EBITDA ex. Non-operating FX Q3 2025 Financial Highlights Key Performance Drivers • Adjusted EBITDA, excluding non-operating FX expense of $2.4 million incurred during Q3, was $11.7 million, or 5.6% of sales • Continued volatility in commercial vehicle end markets drove sales lower than previously expected • Continued focus on direct material costs (200 bps decline vs. Q2 2025) and quality related costs ($5.3 million decline year-to-date vs. 2024) • Continued focus on cash performance with year-to-date adjusted free cash flow of $16.2 million, an improvement of $4.3 million vs. 2024 • Year-to-date net debt reduction of $12.6 million • Year-to-date inventory reduction of $5.9 million Continued operating performance progression Q3 2025 Adj. EBITDA Performance Adj. EBITDA Margin Adj. Operating Income Margin Adj. Gross Profit Margin Sales $9.3 million 4.4% $2.4 million 1.2% $43.7 million 20.8% $210.3 million Q3 2025 Results +200 bps vs. Q2 2025* *Excluding non-operating FX expense of $2.4 million and $3.4 million recognized in Q3 2025 and Q2 2025, respectively 4.4% 5.6% 4.4%

 
10stoneridge.com © 2025 Q3 2025 Results Sales Adjusted Operating Income Control Devices Performance Q2 2025 vs. Q3 2025 Q3 2025 Financial Results • Q3 sales increased by 1.9% vs. Q2 2025 primarily driven by higher sales in the North American passenger vehicle end market • Q3 adjusted operating margin declined by 190 basis points vs. Q2 2025 • Higher overhead costs due in part to incremental tariff-related costs 2025 Full-year Expectations • Volume stabilizing in North America • Potential supply chain volatility could impact customers’ production • Focus remains on material cost reduction and manufacturing performance to drive stable and improving margins Focus on operating performance as volumes continue to stabilize $’s in USD Millions +1.9% $71.2 $72.5 Q2 2025 Q3 2025 $2.8 $1.5 4.0% 2.1% Q2 2025 Q3 2025

 
11stoneridge.com © 2025 Q3 2025 Results Sales Adjusted Operating Income Electronics Performance Q3 2025 Financial Results • Q3 sales declined by 14.4% vs. Q2 2025 • Lower customer production volumes in commercial vehicle end markets • Operating margin increased by 250 basis points vs. Q2 2025 • Quality-related costs improved by $0.9 million • Improved direct material costs 2025 Full-year Expectations • Continued headwinds expected in North America commercial vehicle end- market driven by declining customer production volumes • Impact of recently announced tariffs still being digested by market • Continued focus on controlling what we can control - material cost and quality- related improvement activities Margin expansion driven by improvement in material, quality and operating costs – customer production headwinds continue Q2 2025 vs Q3 2025 $’s in USD Millions 4.9% +250 bps $149.6 $128.0 Q2 2025 Q3 2025 $4.2 $6.7 2.8% 5.3% Q2 2025 Q3 2025

 
12stoneridge.com © 2025 Q3 2025 Results Sales Operating Income Stoneridge Brazil Performance Q3 2025 Financial Results • Q3 sales of $18.9 million increased by 23.5% vs. Q2 2025 • Local OEM sales growth of ~22% • Q3 operating margin improved by 790 basis points vs. Q2 2025 • Primarily attributable to contribution margin of higher sales 2025 Expectations • Focus remains on growth in local OEM business • Utilizing engineering resources to continue to support global Electronics business Continued strong revenue growth and margin expansion Local OEM business remains strong Q2 2025 vs. Q3 2025 $’s in USD Millions + 23.5% +790 bps $15.3 $18.9 Q2 2025 Q3 2025 $1.0 $2.7 6.3% 14.2% Q2 2025 Q3 2025

 
13stoneridge.com © 2025 Q3 2025 Results $36 $(3) $(2) $31 2025 Adj. EBITDA Guidance Midpoint (Previously Provided) Revenue Reduction Impact Q3 Non-operating FX impact 2025 Adj. EBITDA Guidance Midpoint (Updated) $875 $(46) $36 $865 2025 Revenue Guidance Midpoint (Previously Provided) IHS Forecasted Production Volume Reduction* Stoneridge Specific Growth Drivers 2025 Revenue Guidance Midpoint (Updated) Full-year 2025 Guidance Update Updating full-year 2025 guidance to reflect Q3 performance and current market conditions $’s in USD Millions Full-Year 2025 Revenue Guidance Walk Full-Year 2025 EBITDA Guidance Walk Revenue Guidance Drivers • Updating full-year revenue guidance to low end of previously provided range ($860 - $870 million) • North American commercial vehicle production is expected to decline by 27.7% in 2025 vs. 2024 (previously expected to decline by 17.6% as of Q2)* • European commercial vehicle production is expected to decline by 6.4% in 2025 vs. 2024 (previously expected to increase by 2.9% as of Q2)* Adjusted EBITDA Margin Guidance Drivers • Production volume headwinds expected to reduce EBITDA by approximately $3 million based on $10 million midpoint reduction and 25% – 30% contribution margin • Reflects additional non-operating FX expense of $2.4 million in Q3 Updated 2025 Full-Year Guidance • Sales of $860 million - $870 million (midpoint of $865 million) • Adjusted EBITDA of $30 million - $32 million (3.5% - 3.7% of sales) (midpoint of $31 million or 3.6% of sales) *Current IHS forecast based on MHCV Q4 2025 and LVP Oct 2025. Prior (Q2) IHS forecast based on MHCV Q3 2025 and LVP July 2025. At average expected contribution margin of 27.5% 1.1% reduction to the midpoint vs. 5.3% implied IHS reduction to weighted average end- markets* 4.1% 3.6%

 
14stoneridge.com © 2025 Q3 2025 Results $11.9 $16.2 Q3 2024 YTD Q3 2025 YTD $176.4 $145.4 Q3 2024 Q3 2025 Capital Structure Update Strong focus on cash performance results in year-to-date adjusted free cash flow improvement 3.0x - 3.5x Compliance Leverage Ratio (Adj. Net Debt / TTM EBITDA*) 3.39x 3.67x Capital Structure Update • Year-to-date adjusted free cash flow of $16.2 million improved by $4.3 million vs. year-to-date Q3 2024 • Inventory has improved by $31.0 million vs. Q3 2024 • Targeting compliance leverage ratio of 3.0x – 3.5x by the end of 2025 Credit Facility Considerations • Credit facility matures in less than 1-year (November 2, 2026) • Strategic alternatives review for Control Devices with intent to sell the segment in-process • Received waiver to extend interest coverage ratio relief at 2.5x through Q1 2026 • Expect to remain compliant with all required covenants • Once we have completed the strategic review process for Control Devices we expect to refinance the credit facility to align with the long-term Company structure Compliance Net Debt Ending Inventory Balances Adjusted Free Cash Flow *Compliance Leverage Ratio calculation includes adjustments in accordance with the Revolving Credit Facility agreement. Periods presented reflect the updated compliance calculation method permissible under the terms of the existing credit facility. Refer to Reconciliations to US GAAP for reconciliations. $31M improvement 3.60x Required Compliance Leverage Ratio** 4.50x 3.50x5.50x6.00x **Compliance Net Debt Leverage Ratio Maximum was previously amended for the periods ending Q1 2025, Q2 2025, and Q3 2025 +$4.3M improvement $55.8 $36.4 $37.6 $149.0 $129.5 $135.0 Q1 2025 Q2 2025 Q3 2025 2025 Target Total Adjusted Net Debt (Compliance) Total Adjusted Cash (Compliance) $’s in USD Millions

 
stoneridge.com © 2025 Q3 2025 Results Q3 2025 Summary $3.6M / 200 bps Improvement in adjusted EBITDA / margin vs. Q2 2025 (ex. non-operating FX expense) Improvement in adjusted operating margin vs. Q2 2025 ~78% YTD MirrorEye revenue growth vs. Q3 YTD 2024 15 ~100 bps Updated 2025 Full-Year Guidance • Sales of $860 million - $870 million • Adjusted Gross Margin of 21.0% - 21.5% • Adjusted Operating Margin of 0.25% - 0.5% • Adjusted EBITDA of $30 million - $32 million (3.5% - 3.7% of sales) • Adjusted Free Cash Flow of $20 million - $25 million Maximizing shareholder value Review of strategic alternatives for Control Devices is in process – focused on sale of the business

 
stoneridge.com © 2025 Appendix Materials

 
stoneridge.com © 2025 Appendix 17 Balance Sheets December 31, 2024 September 30, 2025(in thousands) (Unaudited) ASSETS Current assets: $ 71,832$ 53,988Cash and cash equivalents 137,766153,072Accounts receivable, less reserves of $583 and $1,060, respectively 151,337145,449Inventories, net 26,57931,806Prepaid expenses and other current assets 387,514384,315Total current assets Long-term assets: 97,667100,477Property, plant and equipment, net 39,67740,741Intangible assets, net 33,08537,530Goodwill 10,05013,481Operating lease right-of-use asset 53,56355,535Investments and other long-term assets, net 234,042247,764Total long-term assets $ 621,556$ 632,079Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: $ —$ 947Current portion of debt 83,478101,773Accounts payable 66,49477,292Accrued expenses and other current liabilities 149,972180,012Total current liabilities Long-term liabilities: 201,577170,194Revolving credit facility 5,3214,939Deferred income taxes 6,4849,514Operating lease long-term liability 12,94216,225Other long-term liabilities 226,324200,872Total long-term liabilities 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 225,712218,048Additional paid-in capital (38,424)(27,457) Common Shares held in treasury, 948 and 1,271 shares at September 30, 2025 and December 31, 2024, respectively, at cost 179,985154,059Retained earnings (122,013)(93,455)Accumulated other comprehensive loss 245,260251,195Total shareholders' equity $ 621,556$ 632,079Total liabilities and shareholders' equity

 
stoneridge.com © 2025 Appendix 18 Income Statement Nine months ended September 30, Three months ended September 30, 2024202520242025(in thousands, except per share data) $ 690,047$ 656,109$ 213,831$ 210,267Net sales Costs and expenses: 543,459518,105169,340167,498Cost of goods sold 88,83296,12526,53331,594Selling, general and administrative 53,70350,98417,64314,454Design and development 4,053(9,105)315(3,279)Operating (loss) income 11,03910,1023,6043,801Interest expense, net 1,081(124)752220Equity in loss (earnings) of investee (644)5,378(384)2,414Other expense (income), net (7,423)(24,461)(3,657)(9,714)Loss before income taxes 2,9871,4653,413(343)(Benefit) provision for income taxes $ (10,410)$ (25,926)$ (7,070)$ (9,371)Net loss Loss per share: $ (0.38)$ (0.93)$ (0.26)$ (0.34)Basic $ (0.38)$ (0.93)$ (0.26)$ (0.34)Diluted Weighted-average shares outstanding: 27,58627,77627,61827,859Basic 27,58627,77627,61827,859Diluted

 
stoneridge.com © 2025 Appendix 19 Statements of Cash Flows 20242025Nine months ended September 30, (in thousands) OPERATING ACTIVITIES: $ (10,410)$ (25,926)Net loss Adjustments to reconcile net loss to net cash provided by (used for) operating activities: 19,69517,968Depreciation 6,8127,121Amortization, including accretion of deferred financing costs (6,339)(6,560)Deferred income taxes 1,081(124)(Earnings) loss of equity method investee 25788Loss on sale of fixed assets 3,0923,659Share-based compensation expense 263469Excess tax deficiency related to share-based compensation expense Changes in operating assets and liabilities: 6,042(4,823)Accounts receivable, net 9,69417,751Inventories, net 4,9491,450Prepaid expenses and other assets (13,127)11,226Accounts payable 6,5082,893Accrued expenses and other liabilities 28,51725,192Net cash provided by operating activities INVESTING ACTIVITIES: (19,049)(15,653)Capital expenditures, including intangibles 312338Proceeds from sale of fixed assets (260)(272)Investment in venture capital fund, net (18,997)(15,587)Net cash used for investing activities FINANCING ACTIVITIES: 98,00036,000Revolving credit facility borrowings (91,000)(70,691)Revolving credit facility payments 24,27715,376Proceeds from issuance of debt (26,364)(14,985)Repayments of debt (780)(340)Repurchase of Common Shares to satisfy employee tax withholding 4,133(34,640)Net cash (used for) provided by financing activities (356)7,191Effect of exchange rate changes on cash and cash equivalents 13,297(17,844)Net change in cash and cash equivalents 40,84171,832Cash and cash equivalents at beginning of period $ 54,138$ 53,988Cash and cash equivalents at end of period Supplemental disclosure of cash flow information: $ 11,892$ 10,711Cash paid for interest, net $ 8,429$ 8,440Cash paid for income taxes, net $ 1,070$ 1,265Capital expenditures included in accounts payable

 
stoneridge.com © 2025 Appendix 20 Segment Reporting (A) Unallocated Corporate expenses include, among other items, accounting/finance, human resources, information technology and legal costs as well as share-based compensation. Nine months ended September 30, Three months ended September 30, 2024202520242025 Net Sales: $ 230,186$ 210,873$ 73,129$ 71,629Control Devices 2,9462,6421,160875Inter-segment sales 233,132213,51574,28972,504Control Devices net sales 422,777398,960127,483121,496Electronics 22,49219,1628,1846,542Inter-segment sales 445,269418,122135,667128,038Electronics net sales 37,08446,27613,21917,142Stoneridge Brazil 6102,2674111,720Inter-segment sales 37,69448,54313,63018,862Stoneridge Brazil net sales (26,048)(24,071)(9,755)(9,137)Eliminations $ 690,047$ 656,109$ 213,831$ 210,267Total net sales Cost of Goods Sold: $ 190,369$ 176,537$ 60,319$ 60,928Control Devices 331,074313,854101,29196,835Electronics 21,84027,6117,7029,387Stoneridge Brazil 17610328348Unallocated Corporate (A) $ 543,459$ 518,105$ 169,340$ 167,498Total cost of goods sold Design and Development: $ 14,998$ 11,928$ 5,047$ 3,930Control Devices 33,95734,23511,5488,788Electronics 2,4452,106857612Stoneridge Brazil 2,3032,7151911,124Unallocated Corporate (A) $ 53,703$ 50,984$ 17,643$ 14,454Total design and development Other Segment Costs: $ 16,797$ 17,480$ 5,632$ 5,573Control Devices 37,31236,75511,13010,001Electronics 11,92012,3213,9434,459Stoneridge Brazil 22,80329,5695,82811,561Unallocated Corporate (A) $ 88,832$ 96,125$ 26,533$ 31,594Total other segment costs

 
stoneridge.com © 2025 Appendix 21 Segment Reporting (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 a 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. Nine months ended September 30, Three months ended September 30, 2024202520242025 Operating (Loss) Income: $ 8,020$ 4,929$ 2,131$ 1,198Control Devices 20,43414,1153,5145,871Electronics 8804,2387172,684Stoneridge Brazil (25,281)(32,387)(6,047)(13,032)Unallocated Corporate (A) $ 4,053$ (9,105)$ 315$ (3,279)Total operating (loss) income Depreciation and Amortization: $ 8,821$ 7,414$ 3,152$ 2,962Control Devices 11,79412,5144,0305,002Electronics 3,6523,4341,1551,199Stoneridge Brazil 1,696987492339Unallocated Corporate $ 25,963$ 24,349$ 8,829$ 9,502Total depreciation and amortization (B) Interest Expense (Income), net: $ (10)$ (178)$ 9$ (4)Control Devices 1,387683283250Electronics (798)(662)(204)(295)Stoneridge Brazil 10,46010,2593,5163,850Unallocated Corporate $ 11,039$ 10,102$ 3,604$ 3,801Total interest expense, net Capital Expenditures: $ 6,018$ 3,618$ 2,914$ 1,459Control Devices 5,6526,5801,2981,660Electronics 2,2232,9394842,243Stoneridge Brazil 972833212552Corporate (C) $ 14,865$ 13,970$ 4,908$ 5,914Total capital expenditures

 
stoneridge.com © 2025 Reconciliations to US GAAP

 
stoneridge.com © 2025 US GAAP Reconciliations US GAAP Reconciliations 23 This document contains information about Stoneridge's financial results which is not presented in accordance with accounting principles generally accepted in the United States ("GAAP"). Such non-GAAP financial measures are reconciled to their closest GAAP financial measures in the appendix of this document. The provision of these non-GAAP financial measures is not intended to indicate that Stoneridge is explicitly or implicitly providing projections on those non- GAAP financial measures, and actual results for such measures are likely to vary from those presented. The reconciliations include all information reasonably available to the Company at the date of this document and the adjustments that management can reasonably predict.

 
stoneridge.com © 2025 US GAAP Reconciliations 24 US GAAP Reconciliations Reconciliation of Adjusted Gross Profit Q3 2025Q2 2025(USD in millions) $ 42.8$ 48.9Gross Profit 0.9—Add: Pre-Tax Business Realignment Costs $ 43.7$ 48.9Adjusted Gross Profit

 
stoneridge.com © 2025 US GAAP Reconciliations 25 US GAAP Reconciliations Reconciliation of Adjusted Operating Income (Loss) Q3 2025Q2 2025(USD in millions) $ (3.3)$ (2.6)Operating Loss 2.11.7Add: Pre-Tax Business Realignment Costs 3.71.0Add: Pre-Tax Strategic Review Costs —0.3Add: Pre-Tax Share-Based Compensation Accelerated Vesting $ 2.4$ 0.4Adjusted Operating Income

 
stoneridge.com © 2025 US GAAP Reconciliations 26 US GAAP Reconciliations Reconciliation of Adjusted EBITDA Q3 2025Q2 2025Q1 2025Q4 2024Q3 2024(USD in millions) $ (9.7)$ (9.1)$ (5.6)$ (6.2)$ (3.7)Income (Loss) Before Tax 3.83.13.23.43.6Interest expense, net 9.57.67.38.38.8Depreciation and amortization $ 3.6$ 1.6$ 4.8$ 5.5$ 8.8EBITDA 2.11.72.80.40.3Add: Pre-Tax Business Realignment Costs ————0.2Add: Pre-Tax Environmental Remediation Costs 3.71.0———Add: Pre-Tax Strategic Review Costs —0.3———Add: Pre-Tax Share-Based Compensation Accelerated Vesting $ 9.3$ 4.6$ 7.6$ 6.0$ 9.2Adjusted EBITDA

 
stoneridge.com © 2025 US GAAP Reconciliations 27 US GAAP Reconciliations Reconciliation of Q3 2025 Adjusted Tax Rate Tax RateQ3 2025(USD in millions) $ (9.7)Loss Before Tax 2.1Add: Pre-Tax Business Realignment Costs 3.7Add: Pre-Tax Strategic Review Costs $ (4.0)Adjusted Loss Before Tax 3.5 %$ (0.3)Income Tax Benefit 1.4Add: Tax Impact from Pre-Tax Adjustments (26.7)%$ 1.1Adjusted Income Tax Expense on Adjusted Loss Before Tax

 
stoneridge.com © 2025 US GAAP Reconciliations 28 US GAAP Reconciliations Reconciliation of Q3 2025 Adjusted Net Loss and EPS Q3 2025 EPSQ3 2025(USD in millions, except EPS) $ (0.34)$ (9.4)Net Loss 0.051.5Add: After-Tax Business Realignment Costs 0.102.8Add: After-Tax Strategic Review Costs $ (0.18)$ (5.1)Adjusted Net Loss

 
stoneridge.com © 2025 US GAAP Reconciliations 29 US GAAP Reconciliations Reconciliation of Control Devices Adjusted Operating Income Q3 2025Q2 2025(USD in millions) $ 1.2$ 2.6Control Devices Operating Income 0.30.3Add: Pre-Tax Business Realignment Costs $ 1.5$ 2.8Control Devices Adjusted Operating Income Reconciliation of Electronics Adjusted Operating Income Q3 2025Q2 2025(USD in millions) $ 5.9$ 2.7Electronics Operating Income 0.91.4Add: Pre-Tax Business Realignment Costs $ 6.7$ 4.2Electronics Adjusted Operating Income

 
stoneridge.com © 2025 US GAAP Reconciliations 30 US GAAP Reconciliations Reconciliation of Adjusted Free Cash Flow YTD Q3 2025YTD Q3 2024(USD in millions) $ 25.2$ 28.5Net Cash Provided by Operating Activities (15.7)(19.0)Capital Expenditures, including Intangibles 0.30.3Proceeds from Sale of Fixed Assets $ 9.9$ 9.8Free Cash Flow 5.62.2Add: Business Realignment Related Payments 0.70.0Add: Strategic Review Cost Related Payments $ 16.2$ 11.9Adjusted Free Cash Flow

 
stoneridge.com © 2025 US GAAP Reconciliations 31 US GAAP Reconciliations Reconciliation of Net Debt Q3 2025Q2 2025Q4 2024(USD in millions) $ 171.1$ 164.4$ 201.6Total Debt 54.049.871.8Less: Cash and Cash Equivalents $ 117.2$ 114.6$ 129.7Net Debt

 
stoneridge.com © 2025 US GAAP Reconciliations 32 US GAAP Reconciliations Reconciliation of Adjusted EBITDA for Compliance Calculation Q3 2025Q2 2025Q1 2025Q4 2024Q3 2024Q2 2024(USD in millions) $ (9.7)$ (9.1)$ (5.6)$ (6.2)$ (3.7)$ 1.9Income (Loss) Before Tax 3.83.13.23.43.63.8Interest Expense, net 9.57.67.38.38.88.5Depreciation and Amortization $ 3.6$ 1.6$ 4.8$ 5.5$ 8.8$ 14.2EBITDA Compliance adjustments: 0.10.1—0.4——Add: Non-Cash Impairment Charges and Write-offs or Write Downs 2.43.4(0.4)(1.8)(0.3)(2.4)Add: Adjustments from Foreign Currency Impact —————Add: Extraordinary, Non-recurring or Unusual Items 0.70.51.60.30.70.5Add: Cash Restructuring Charges 0.61.00.3———Add: Charges for Transactions, Amendments, and Refinances 0.2(0.1)(0.3)0.20.80.1Add: Adjustment to Autotech Fund II Investment 1.11.41.11.00.91.1Add: Share Based Compensation 6.55.68.26.41.37.1Add: Accrual-based Expenses (5.6)(4.5)(6.3)(2.8)(3.3)(3.7)Less: Cash Payments for Accrual-based Expenses $ 9.5$ 9.0$ 9.1$ 9.2$ 8.7$ 16.9Adjusted EBITDA (Compliance) $ 36.8$ 36.0$ 43.9Adjusted TTM EBITDA (Compliance)

 
stoneridge.com © 2025 US GAAP Reconciliations 33 US GAAP Reconciliations Reconciliation of Adjusted Cash for Compliance Calculation Q3 2025Q2 2025Q1 2025(USD in millions) $ 54.0$ 49.8$ 79.1Total Cash and Cash Equivalents (16.4)(13.4)(23.3)Less: 35% of Cash in Foreign Locations $ 37.6$ 36.4$ 55.8Total Adjusted Cash (Compliance) Reconciliation of Adjusted Debt for Compliance Calculation Q3 2025Q2 2025Q1 2025(USD in millions) $ 171.1$ 164.4$ 203.2Total Debt 1.51.51.6Outstanding Letters of Credit $ 172.6$ 165.9$ 204.8Total Adjusted Debt (Compliance) $ 135.0$ 129.5$ 149.0Adjusted Net Debt (Compliance) 3.67x3.60x3.39xCompliance Leverage Ratio (Net Debt / TTM EBITDA) 4.50x5.50x6.00xCompliance Leverage Ratio Maximum Requirement

 
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