SRI Stoneridge Inc - 8-K/A

ITEM 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of President and Chief Executive Officer

As previously disclosed in the Original Report, on February 19, 2026, the Board of Directors of Stoneridge, Inc. (the “Company”) appointed Natalia Noblet as the Company’s President and Chief Executive Officer, effective 12:01 a.m. on April 1, 2026. The Compensation Committee of the Board determined certain material elements of Ms. Noblet’s compensation, effective April 1, 2026, as described under Item 5.02(e) below.

(e) Compensatory Arrangements for Natalia Noblet

Effective as of April 1, 2026, the Compensation Committee of the Board of Directors approved certain material elements of Ms. Noblet’s compensation as President and Chief Executive Officer, as follows:

• Base Salary: €490,475 per year (payable in euros). For convenience, this equates to approximately $568,568 using an exchange rate of €1.00 = $1.16 as of April 1, 2026, the date when Ms. Noblet’s compensation became effective; actual U.S. dollar amounts paid, if any, may vary with exchange rates.

• 2026 Annual Incentive Opportunity: Target opportunity equal to 100% of base salary (payable in euros), with actual payout to be determined based on performance against pre‑established goals and subject to the terms and conditions of the Company’s annual incentive plan.

• 2026 Long‑Term Incentive Target: Target grant value equal to 125% of base salary, with award type(s), performance measures (if applicable), vesting conditions, and grant timing to be determined consistent with the Company’s long‑term incentive program and subject to applicable plan terms.

In addition, the Compensation Committee delegated to the Chairperson of the Compensation Committee authority to approve a new written employment agreement with Ms. Noblet, including customary terms and conditions (which are expected to address, among other matters, term, duties, termination, severance and change‑in‑control protections, and restrictive covenants). The Company will file an amendment to the Original Report under Item 5.02(e) of Form 8-K within four business days following approval and execution of Ms. Noblet’s employment agreement, disclosing the material terms thereof, and will file the executed agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S‑K.

ITEM 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.

Description

104

Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)